<PAGE>
As filed with the Securities and Exchange Commission on
Registration Nos.
811-08946
333-93059
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [_]
Pre-Effective Amendment No. 2 [X]
Post Effective Amendment No. [_]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 17 [X]
(Check appropriate box or boxes)
SEPARATE ACCOUNT A
(Exact Name of Registrant)
PACIFIC LIFE INSURANCE COMPANY
(Name of Depositor)
700 Newport Center Drive
Newport Beach, California 92660
(Address of Depositor's Principal Executive Offices) (Zip Code)
(949) 219-3743
(Depositor's Telephone Number, including Area Code)
Diane N. Ledger
Vice President
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
(Name and address of agent for service)
Copies of all communications to:
Diane N. Ledger Jane A. Kanter, Esq.
Pacific Life Insurance Company Dechert, Price & Rhoads
P. O. Box 9000 1775 Eye Street, N.W.
Newport Beach, CA 92658-9030 Washington, D.C. 20006-2401
Approximate Date of Proposed Public Offering:
The Registrant hereby agrees to amend this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall therefore become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on (date) pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered: interests in the Separate Account under
Pacific Innovations individual flexible premium deferred variable annuity
contracts.
Filing Fee: None
DECLARATION PURSUANT TO RULE 24f-2
The Registrant elects to register an indefinite number of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940.
<PAGE>
[GRAPHIC]
P R O S P E C T U S E S
THIS BROCHURE CONTAINS TWO PROSPECTUSES:
PACIFIC INNOVATIONS VARIABLE ANNUITY
_____, 2000
Subject to completion
Preliminary prospectus dated March 31, 2000
PACIFIC SELECT FUND
MAY 1, 1999
Registration statements for Pacific Innovations variable annuity, and Pacific
Select Fund relating to shares of the I-Net Tollkeeper Portfolio, have been
filed with the Securities and Exchange Commission, but are not yet effective.
The information in the prospectuses is not complete and may be changed.
Interests in Pacific Innovations and shares of the I-Net Tollkeeper Portfolio
may not be sold until the Pacific Innovations' and Fund's registration
statements are effective, respectively. These preliminary prospectuses are
not an offer to sell interests in Pacific Innovations or shares of the I-Net
Tollkeeper Portfolio and do not solicit an offer to buy interests or shares
in any state where the offer or sale is not permitted.
[LOGO]
<PAGE>
(Sidebar)
This Contract is not available in all states. This Prospectus is not an offer in
any state or jurisdiction where we're not legally permitted to offer the
Contract.
The Contract is described in detail in this Prospectus and its Statement of
Additional Information (SAI). The Pacific Select Fund is described in its
Prospectus and its SAI. No one has the right to describe the Contract or the
Pacific Select Fund any differently than they have been described in these
documents.
You should be aware that the Securities and Exchange Commission (SEC) has not
reviewed the Contract and does not guarantee that the information in this
Prospectus is accurate or complete. It's a criminal offense to say otherwise.
THIS CONTRACT IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR ENDORSED BY,
ANY BANK. IT'S NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY.
INVESTMENT IN A CONTRACT INVOLVES RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL.
(End Sidebar)
PACIFIC INNOVATIONS PROSPECTUS ____, 2000
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MARCH 31, 2000
Pacific Innovations is an INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
CONTRACT issued by Pacific Life Insurance Company.
This Prospectus provides information you should know before buying a Contract.
It's accompanied by a current Prospectus for the Pacific Select Fund, the Fund
that provides the underlying Portfolios for the Variable Investment Options
offered under the Contract. The Variable Investment Options are funded by
Separate Account A of Pacific Life. Please read both Prospectuses carefully, and
keep them for future reference.
Here's a list of all the Investment Options available under your Contract:
<TABLE>
<CAPTION>
VARIABLE INVESTMENT OPTIONS
<S> <C>
Mid-Cap Value
Aggressive Equity Equity Index
Emerging Markets Small-Cap Index
Diversified Research REIT
Small-Cap Equity International Value
(FORMERLY CALLED GROWTH) (FORMERLY CALLED
International Large-Cap INTERNATIONAL)
Equity Government Securities
I-Net Tollkeeper-SM- Managed Bond
Multi-Strategy Money Market
Equity Income High Yield Bond
Growth LT Large-Cap Value
FIXED OPTION
Fixed
</TABLE>
You'll find more information about the Contract and Separate Account A in the
SAI dated ____, 2000. The SAI has been filed with the SEC and is considered to
be part of this Prospectus because it's incorporated by reference. You'll find a
table of contents for the SAI on page 47 of this Prospectus. You can get a copy
of the SAI without charge by calling or writing to Pacific Life. You can also
visit the SEC's website at www.sec.gov, which contains the SAI, material
incorporated into this Prospectus by reference, and other information about
registrants that file electronically with the SEC.
Registration statements for Pacific Innovations variable annuity, and Pacific
Select Fund relating to shares of the I-Net Tollkeeper Portfolio, have been
filed with the Securities and Exchange Commission, but are not yet effective.
The information in the prospectuses is not complete and may be changed.
Interests in Pacific Innovations and shares of the I-Net Tollkeeper Portfolio
may not be sold until the Pacific Innovations' and Fund's registration
statements are effective,
<PAGE>
respectively. These preliminary prospectuses are not an offer to sell interests
in Pacific Innovations or shares of the I-Net Tollkeeper Portfolio and do not
solicit an offer to buy interests or shares in any state where the offer or sale
is not permitted.
<PAGE>
YOUR GUIDE TO THIS PROSPECTUS
<TABLE>
<S> <C>
AN OVERVIEW OF PACIFIC INNOVATIONS 3
- -------------------------------------------------------
YOUR INVESTMENT OPTIONS 11
Your Variable Investment Options 11
Variable Investment Option Performance 12
Your Fixed Option 12
- -------------------------------------------------------
PURCHASING YOUR CONTRACT 12
How to Apply for Your Contract 12
Purchasing a Death Benefit Rider (Optional) 13
Making Your Purchase Payments 13
- -------------------------------------------------------
HOW YOUR PAYMENTS ARE ALLOCATED 13
Choosing Your Investment Options 13
Investing in Variable Investment Options 13
When Your Investment is Effective 14
Transfers 14
- -------------------------------------------------------
CHARGES, FEES AND DEDUCTIONS 15
Withdrawal Charge 15
Premium Taxes 17
Annual Fee 17
Waivers and Reduced Charges 18
Mortality and Expense Risk Charge 18
Administrative Fee 18
Expenses of the Fund 19
- -------------------------------------------------------
RETIREMENT BENEFITS AND OTHER PAYOUTS 19
Selecting Your Annuitant 19
Annuitization 19
Choosing Your Annuity Date ("Annuity Start
Date") 19
Default Annuity Date and Options 20
Choosing Your Annuity Option 20
Your Annuity Payments 22
Death Benefits 22
- -------------------------------------------------------
WITHDRAWALS 26
Optional Withdrawals 26
Tax Consequences of Withdrawals 28
Right to Cancel ("Free Look") 28
- -------------------------------------------------------
PACIFIC LIFE AND THE SEPARATE ACCOUNT 28
Pacific Life 28
Separate Account A 29
Financial Highlights 30
FEDERAL TAX STATUS 32
Taxes Payable by Contract Owners: General Rules 32
Qualified Contracts 33
Loans 35
Withholding 38
Impact of Federal Income Taxes 38
Taxes on Pacific Life 38
- -------------------------------------------------------
ADDITIONAL INFORMATION 39
Voting Rights 39
Changes to Your Contract 39
Changes to All Contracts 40
Inquiries and Submitting Forms and Requests 41
Telephone and Electronic Transactions 41
Electronic Delivery Authorization 42
Timing of Payments and Transactions 42
Confirmations, Statements and Other Reports to
Contract Owners 42
Replacement of Life Insurance or Annuities 43
Financial Statements 43
- -------------------------------------------------------
THE GENERAL ACCOUNT 43
General Information 43
Guarantee Terms 43
Withdrawals and Transfers 44
- -------------------------------------------------------
TERMS USED IN THIS PROSPECTUS 45
- -------------------------------------------------------
CONTENTS OF THE STATEMENT OF ADDITIONAL
INFORMATION 47
- -------------------------------------------------------
APPENDIX A: STATE LAW VARIATIONS 48
- -------------------------------------------------------
WHERE TO GO FOR MORE INFORMATION BACK COVER
</TABLE>
2
<PAGE>
AN OVERVIEW OF PACIFIC INNOVATIONS
(SIDEBAR)
PACIFIC INNOVATIONS BASICS
An annuity contract may be appropriate if you're looking for retirement income
or you want to meet other long-term financial objectives.
This Contract may not be the right one for you if you need to withdraw money for
short-term needs, because withdrawal charges and tax penalties for early
withdrawal may apply.
You should consider the Contract's investment and income benefits, as well as
its costs.
(END SIDEBAR)
This overview tells you some key things you should know about your Contract.
It's designed as a summary only--please read this Prospectus, your Contract and
the Statement of Additional Information for more detailed information.
Some states have different rules about how annuity contracts are described or
administered. The terms of your Contract, or of any endorsement or supplement,
prevail over what's in this Prospectus.
In this Prospectus, YOU and YOUR mean the Contract Owner or Policyholder.
PACIFIC LIFE, WE, US and OUR refer to Pacific Life Insurance Company. CONTRACT
means a Pacific Innovations variable annuity contract, unless we state
otherwise.
Pacific Innovations is an annuity contract between you and Pacific Life
Insurance Company.
This Contract is designed for long-term financial planning. It allows you to
invest money on a tax-deferred basis for retirement or other goals, and to
receive income in a variety of ways, including a series of income payments for
life or for a specified period of years.
Non-Qualified and Qualified Contracts are available. You buy a Non-Qualified
Contract with "after-tax" dollars. You buy a Qualified Contract under a
qualified retirement or pension plan, or an individual retirement annuity or
account (IRA), or form thereof.
Pacific Innovations is a variable annuity, which means that the value of your
Contract fluctuates depending on the performance of the Investment Options you
choose. The Contract allows you to choose how often you make Purchase Payments
and how much you add each time.
YOUR RIGHT TO CANCEL ("FREE LOOK")
During the Free Look period, you have the right to cancel your Contract and
return it to us or to your registered representative for a refund. The amount
refunded may be more or less than the Purchase Payments you've made, depending
on the state where you signed your application and the kind of Contract you buy.
3
<PAGE>
AN OVERVIEW OF PACIFIC INNOVATIONS
(SIDEBAR)
THE ACCUMULATION PHASE
The Investment Options you choose and how they perform will affect the value of
your Contract during the accumulation phase, as well as the amount of your
annuity payments during the income phase if you choose a variable annuitization
payout.
You can ask your registered
representative to help you choose the right Investment Options for your goals
and risk tolerance.
You'll find more about the Investment Options starting on page 11.
You'll find more about transfers
starting on page 14.
You'll find more about withdrawals starting on page 26.
(END SIDEBAR)
During the accumulation phase, you can put money in your Contract by making
Purchase Payments, and choose Investment Options in which to allocate them. You
can also take money out of your Contract by making a withdrawal. The
accumulation phase begins on your Contract Date and continues until your Annuity
Date.
PURCHASE PAYMENTS
Your initial Purchase Payment must be at least $10,000 for a Non-Qualified
Contract and at least $2,000 for a Qualified Contract. Additional Purchase
Payments must be at least $250 for a Non-Qualified Contract and $50 for a
Qualified Contract.
INVESTMENT OPTIONS
You can choose from 20 Variable Investment Options (also called Subaccounts),
each of which invests in a corresponding Portfolio of the Pacific Select Fund.
We're the investment adviser for the Pacific Select Fund. We oversee the
management of all the Fund's Portfolios and manage two of the Portfolios
directly. We've retained other portfolio managers to manage the other
Portfolios. The value of each Portfolio will fluctuate with the value of the
investments it holds, and returns are not guaranteed.
You can also choose the Fixed Option that earns a guaranteed rate of interest of
at least 3% annually.
We allocate your Purchase Payments to the Investment Options you choose. The
value of your Contract will fluctuate during the accumulation phase depending on
the Investment Options you've chosen. You bear the investment risk of any
Variable Investment Options you choose.
TRANSFERRING AMONG INVESTMENT OPTIONS
You can transfer among Investment Options any time until your Annuity Date
without paying any current income tax. You can also make automatic transfers by
enrolling in our dollar cost averaging, portfolio rebalancing, or earnings sweep
programs. Some restrictions apply to transfers to and from the Fixed Option.
WITHDRAWALS
You can make full and partial withdrawals to supplement your income or for other
purposes. You can withdraw a certain amount each year without paying a
withdrawal charge, but you may pay a withdrawal charge if you withdraw Purchase
Payments that are less than four years old. Some restrictions apply to making
withdrawals from the Fixed Option.
In general, you may have to pay tax on withdrawals or other distributions from
your Contract. If you're under age 59 1/2, a 10% federal penalty tax may also
apply to withdrawals.
4
<PAGE>
(SIDEBAR)
THE INCOME PHASE
You'll find more about annuitization starting on page 19.
THE DEATH BENEFIT
You'll find more about the death benefit starting on page 22.
These riders are not available in all states. Ask your registered representative
about the current availability status in your state of delivery.
(END SIDEBAR)
The income phase of your Contract begins on your Annuity Date. Generally, you
can choose to surrender your Contract and receive a single payment or you can
ANNUITIZE your Contract and receive a series of income payments.
You can choose fixed or variable annuity payments, or a combination of both, for
life or for a specified period of years. Variable annuity payments may not be
available in all states. You can choose monthly, quarterly, semiannual or annual
payments. We'll make the income payments to your DESIGNATED PAYEE.
If you choose variable annuity payments, the amount of the payments will
fluctuate depending on the performance of the Variable Investment Options you
choose. After your Annuity Date, if you choose variable annuity payments, you
can exchange your Subaccount Annuity Units among the Variable Investment Options
up to four times in any 12-month period.
The Contract provides a death benefit if the first Owner or last surviving
Annuitant dies during the accumulation phase. Death benefit proceeds are payable
when we receive proof of death and payment instructions. To whom we pay a death
benefit, and how we calculate the amount of the death benefit depends on who
dies first and the type of Contract you own.
OPTIONAL RIDERS
The Stepped-Up Death Benefit Rider ("SDBR") and Premier Death Benefit Rider
("PDBR") offer the potential for a larger death benefit. You can only buy one of
the riders and you can only buy it when you buy your Contract. You cannot buy
both riders and you cannot buy a rider after you buy your Contract.
5
<PAGE>
AN OVERVIEW OF PACIFIC INNOVATIONS
(SIDEBAR)
For information about how Separate Account A and Fund expenses affect
accumulation units, see Financial Highlights on page 30.
CONTRACT EXPENSES
SEPARATE ACCOUNT A ANNUAL EXPENSES
(as a percentage of the average daily Account Value)
(END SIDEBAR)
This section of the overview explains the fees and expenses associated with your
Pacific Innovations Contract.
- - CONTRACT EXPENSES are expenses that we deduct from your Contract. These
expenses are fixed under the terms of your Contract. Premium taxes or other
taxes may also apply to your Contract. We generally charge premium taxes when
you annuitize your Contract, but there may be other times when we charge them
to your Contract instead. Please see your Contract for details.
- - SEPARATE ACCOUNT A ANNUAL EXPENSES are expenses that we deduct from the assets
of each Variable Investment Option. They are guaranteed not to increase under
the terms of your Contract.
- - FEES AND EXPENSES PAID BY THE PACIFIC SELECT FUND affect you indirectly if you
choose a Variable Investment Option because they reduce Portfolio returns.
They can vary from year to year. They are not fixed and are not part of the
terms of your Contract.
<TABLE>
<S> <C>
Sales charge on Purchase Payments none
Maximum withdrawal charge, as a percentage of
Purchase Payments 9.0%(1)
Withdrawal transaction fee none(2)
Transfer fee none(3)
Annual Fee $ 30(4)
</TABLE>
<TABLE>
<CAPTION>
WITHOUT WITH WITH
RIDER SDBR PDBR
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
Mortality and Expense Risk
Charge(5) 1.25% 1.25% 1.25%
Administrative Fee(5) 0.15% 0.15% 0.15%
Death Benefit Rider Charge(6) none 0.20% 0.35%
----------- ----- -----
Total Separate Account A Annual
Expenses 1.40% 1.60% 1.75%
----------- ----- -----
</TABLE>
(1) The withdrawal charge may not apply or may be reduced under certain
circumstances. See WITHDRAWALS and CHARGES, FEES AND DEDUCTIONS.
(2) In the future, we may charge a fee of up to $15 for any withdrawal over 15
that you make in a Contract Year. See WITHDRAWALS -- OPTIONAL WITHDRAWALS.
(3) In the future, we may charge a fee of up to $15 for any transfer over 15
that you make in a Contract Year. See HOW YOUR PAYMENTS ARE ALLOCATED --
TRANSFERS.
(4) We deduct an Annual Fee on each Contract Anniversary up to your Annuity
Date and when you make a full withdrawal if the Contract Value on these
days is less than $50,000 after deducting any outstanding loan and interest
(your Net Contract Value). See CHARGES, FEES, AND DEDUCTIONS.
(5) This is an annual rate. The daily rate is calculated by dividing the annual
rate by 365.
(6) If you buy the Stepped-Up Death Benefit Rider or the Premier Death Benefit
Rider (which is subject to state availability), we add this charge to the
Mortality and Expense Risk Charge until your Annuity Date. See CHARGES,
FEES AND DEDUCTIONS.
6
<PAGE>
(SIDEBAR)
FEES AND EXPENSES PAID BY THE PACIFIC SELECT FUND
You'll find more about the Pacific Select Fund starting on page 11, and in the
Fund's Prospectus, which accompanies this Prospectus.
(END SIDEBAR)
The Pacific Select Fund pays advisory fees and other expenses. These are
deducted from the assets of the Fund's Portfolios and may vary from year to
year. They are not fixed and are not part of the terms of your Contract. If you
choose a Variable Investment Option, these fees and expenses affect you
indirectly because they reduce Portfolio returns.
ADVISORY FEE
Pacific Life is the investment adviser to the Fund. The Fund pays an advisory
fee to us for these services. The table below shows the advisory fee as an
annual percentage of each Portfolio's average daily net assets.
OTHER EXPENSES
The table also shows the Fund expenses for each Portfolio in 1999. To help limit
Fund expenses, we've agreed to waive all or part of our investment advisory fees
or otherwise reimburse each Portfolio for expenses (not including advisory fees,
additional costs associated with foreign investing and extraordinary expenses)
that exceed 0.25% of its average daily net assets. We do this voluntarily, but
do not guarantee that we'll continue to do so after December 31, 2001. In 1999,
Pacific Life reimbursed the Small-Cap Index Portfolio $96,949.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
PORTFOLIO ADVISORY FEE OTHER EXPENSES TOTAL EXPENSES+
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
AS AN ANNUAL % OF AVERAGE DAILY NET ASSETS
Aggressive Equity 0.80 0.05 0.85
Emerging Markets(1) 1.10 0.32 1.42
Diversified Research(2) 0.90 0.05 0.95
Small-Cap Equity 0.65 0.05 0.70
International Large-Cap(2) 1.05 0.15 1.20
Equity 0.65 0.04 0.69
I-Net Tollkeeper(2) 1.50 0.15 1.65
Multi-Strategy 0.65 0.05 0.70
Equity Income 0.65 0.05 0.70
Growth LT 0.75 0.04 0.79
Mid-Cap Value 0.85 0.12 0.97
Equity Index(3) 0.25 0.05 0.30
Small-Cap Index(4) 0.50 0.44 0.94
REIT 1.10 0.18 1.28
International Value 0.85 0.16 1.01
Government Securities 0.60 0.06 0.66
Managed Bond(1) 0.60 0.06 0.66
Money Market(1) 0.35 0.05 0.40
High Yield Bond(1) 0.60 0.06 0.66
Large-Cap Value 0.85 0.12 0.97
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Total net expenses for these Portfolios in 1999, after deduction of an
offset for custodian credits, were: 1.41% for Emerging Markets Portfolio,
0.65% for Managed Bond Portfolio, 0.39% for Money Market Portfolio, and
0.65% for High Yield Bond Portfolio.
(2) Expenses are estimated. There were no actual advisory fees or expenses for
these Portfolios in 1999 because the Portfolios started after December 31,
1999.
(3) The advisory fee for the Equity Index Portfolio has been adjusted to reflect
the advisory fee increase effective January 1, 2000. The actual advisory
fee, and total net expenses for this Portfolio in 1999 after deduction of an
offset for custodian credits, were 0.16% and 0.20%, respectively.
(4) Total net expenses for the Small-Cap Index Portfolio in 1999, after the
advisor's reimbursement and deduction of an offset for custodian credits,
were, 0.75%.
+ The Fund has adopted a brokerage enhancement 12b-1 plan, under which brokerage
transactions may be placed with broker-dealers in return for credits or other
compensation that may be used to help promote distribution of Fund shares.
There are no fees or charges to any Portfolio under this plan, although the
Fund's distributor may defray expenses of up to approximately $300,000 for the
year 2000, which it might otherwise incur for distribution. If such defrayed
amount were considered a Fund expense, it would represent approximately .0023%
or less of any Portfolio's average daily net assets.
7
<PAGE>
AN OVERVIEW OF PACIFIC INNOVATIONS
(SIDEBAR)
EXAMPLES
(END SIDEBAR)
The following table shows the expenses you would pay on each $1,000 you invested
if, at the end of each period, you: annuitized your Contract; surrendered your
Contract and withdrew the Contract Value, or did not annuitize or surrender, but
left the money in your Contract.
These examples assume the following:
- - the Contract Value starts at $65,000
- - the Investment Options have an annual return of 5%
- - the Annual Fee is deducted even when the Contract Value goes over $50,000 and
a waiver would normally apply.
WITHOUT RIDER reflects the expenses you would pay if you did not buy the
optional Stepped-Up Death Benefit Rider (SDBR) or Premier Death Benefit Rider
(PDBR).
WITH SDBR reflects the expenses you would pay if you bought the optional
Stepped-Up Death Benefit Rider.
WITH PDBR reflects expenses you would pay if you bought the optional Premier
Death Benefit Rider.
THESE EXAMPLES DO NOT SHOW PAST OR FUTURE EXPENSES. YOUR ACTUAL EXPENSES IN ANY
YEAR MAY BE MORE OR LESS THAN THOSE SHOWN HERE.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
EXPENSES IF YOU DID
NOT ANNUITIZE OR
EXPENSES IF YOU EXPENSES IF YOU SURRENDER, BUT LEFT
ANNUITIZED SURRENDERED THE MONEY IN YOUR
YOUR CONTRACT ($) YOUR CONTRACT ($) CONTRACT ($)
- ----------------------------------------------------------------------------------------------------------------------------
VARIABLE ACCOUNT 1 yr 3 yrs 5 yrs 10 yrs 1 yr 3 yrs 5 yrs 10 yrs 1 yr 3 yrs 5 yrs 10 yrs
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
AGGRESSIVE EQUITY
without Rider 104 72 123 262 104 144 123 262 23 72 123 262
with SDBR 106 78 133 282 106 150 133 282 25 78 133 282
with PDBR 108 82 140 297 108 154 140 297 27 82 140 297
- ----------------------------------------------------------------------------------------------------------------------------
EMERGING MARKETS
without Rider 110 89 151 318 110 161 151 318 29 89 151 318
with SDBR 112 95 161 337 112 167 161 337 31 95 161 337
with PDBR 113 99 168 351 113 171 168 351 32 99 168 351
- ----------------------------------------------------------------------------------------------------------------------------
DIVERSIFIED RESEARCH
without Rider 105 75 128 272 105 147 128 272 24 75 128 272
with SDBR 107 81 138 292 107 153 138 292 26 81 138 292
with PDBR 109 85 145 307 109 157 145 307 28 85 145 307
- ----------------------------------------------------------------------------------------------------------------------------
SMALL-CAP EQUITY
without Rider 103 67 115 247 103 139 115 247 22 67 115 247
with SDBR 105 73 125 267 105 145 125 267 24 73 125 267
with PDBR 106 78 133 282 106 150 133 282 25 78 133 282
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
EXPENSES IF YOU DID
NOT ANNUITIZE OR
EXPENSES IF YOU EXPENSES IF YOU SURRENDER, BUT LEFT
ANNUITIZED SURRENDERED THE MONEY IN YOUR
YOUR CONTRACT ($) YOUR CONTRACT ($) CONTRACT ($)
- ----------------------------------------------------------------------------------------------------------------------------
VARIABLE ACCOUNT 1 yr 3 yrs 5 yrs 10 yrs 1 yr 3 yrs 5 yrs 10 yrs 1 yr 3 yrs 5 yrs 10 yrs
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTERNATIONAL LARGE-CAP
without Rider 108 82 140 297 108 154 140 297 27 82 140 297
with SDBR 110 88 150 316 110 160 150 316 29 88 150 316
with PDBR 111 93 157 330 111 165 157 330 30 93 157 330
- ----------------------------------------------------------------------------------------------------------------------------
EQUITY
without Rider 103 67 114 246 103 139 114 246 22 67 114 246
with SDBR 105 73 125 266 105 145 125 266 24 73 125 266
with PDBR 106 77 132 281 106 149 132 281 25 77 132 281
- ----------------------------------------------------------------------------------------------------------------------------
I-NET TOLLKEEPER
without Rider 112 95 162 340 112 167 162 340 31 95 162 340
with SDBR 114 101 172 358 114 173 172 358 33 101 172 358
with PDBR 116 106 179 372 116 178 179 372 35 106 179 372
- ----------------------------------------------------------------------------------------------------------------------------
MULTI-STRATEGY
without Rider 103 67 115 247 103 139 115 247 22 67 115 247
with SDBR 105 73 125 267 105 145 125 267 24 73 125 267
with PDBR 106 78 133 282 106 150 133 282 25 78 133 282
- ----------------------------------------------------------------------------------------------------------------------------
EQUITY INCOME
without Rider 103 67 115 247 103 139 115 247 22 67 115 247
with SDBR 105 73 125 267 105 145 125 267 24 73 125 267
with PDBR 106 78 133 282 106 150 133 282 25 78 133 282
- ----------------------------------------------------------------------------------------------------------------------------
GROWTH LT
without Rider 104 70 120 256 104 142 120 256 23 70 120 256
with SDBR 106 76 130 276 106 148 130 276 25 76 130 276
with PDBR 107 80 137 291 107 152 137 291 26 80 137 291
- ----------------------------------------------------------------------------------------------------------------------------
MID-CAP VALUE
without Rider 105 75 129 274 105 147 129 274 24 75 129 274
with SDBR 107 81 139 294 107 153 139 294 26 81 139 294
with PDBR 109 86 146 309 109 158 146 309 28 86 146 309
- ----------------------------------------------------------------------------------------------------------------------------
EQUITY INDEX
without Rider 99 55 94 205 99 127 94 205 18 55 94 205
with SDBR 101 61 105 226 101 133 105 226 20 61 105 226
with PDBR 102 66 112 242 102 138 112 242 21 66 112 242
- ----------------------------------------------------------------------------------------------------------------------------
SMALL-CAP INDEX
without Rider 105 74 127 271 105 146 127 271 24 74 127 271
with SDBR 107 80 137 291 107 152 137 291 26 80 137 291
with PDBR 109 85 145 306 109 157 145 306 28 85 145 306
- ----------------------------------------------------------------------------------------------------------------------------
REIT
without Rider 109 85 144 305 109 157 144 305 28 85 144 305
with SDBR 111 90 154 324 111 162 154 324 30 90 154 324
with PDBR 112 95 161 338 112 167 161 338 31 95 161 338
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
AN OVERVIEW OF PACIFIC INNOVATIONS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
EXPENSES IF YOU DID
NOT ANNUITIZE OR
EXPENSES IF YOU EXPENSES IF YOU SURRENDER, BUT LEFT
ANNUITIZED SURRENDERED THE MONEY IN YOUR
YOUR CONTRACT ($) YOUR CONTRACT ($) CONTRACT ($)
- ----------------------------------------------------------------------------------------------------------------------------
VARIABLE ACCOUNT 1 yr 3 yrs 5 yrs 10 yrs 1 yr 3 yrs 5 yrs 10 yrs 1 yr 3 yrs 5 yrs 10 yrs
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTERNATIONAL VALUE
without Rider 106 76 131 278 106 148 131 278 25 76 131 278
with SDBR 108 82 141 298 108 154 141 298 27 82 141 298
with PDBR 109 87 148 312 109 159 148 312 28 87 148 312
- ----------------------------------------------------------------------------------------------------------------------------
GOVERNMENT SECURITIES
without Rider 102 66 113 243 102 138 113 243 21 66 113 243
with SDBR 104 72 123 263 104 144 123 263 23 72 123 263
with PDBR 106 76 131 278 106 148 131 278 25 76 131 278
- ----------------------------------------------------------------------------------------------------------------------------
MANAGED BOND
without Rider 102 66 113 243 102 138 113 243 21 66 113 243
with SDBR 104 72 123 263 104 144 123 263 23 72 123 263
with PDBR 106 76 131 278 106 148 131 278 25 76 131 278
- ----------------------------------------------------------------------------------------------------------------------------
MONEY MARKET
without Rider 100 58 100 215 100 130 100 215 19 58 100 215
with SDBR 102 64 110 236 102 136 110 236 21 64 110 236
with PDBR 103 69 118 252 103 141 118 252 22 69 118 252
- ----------------------------------------------------------------------------------------------------------------------------
HIGH YIELD BOND
without Rider 102 66 113 243 102 138 113 243 21 66 113 243
with SDBR 104 72 123 263 104 144 123 263 23 72 123 263
with PDBR 106 76 131 278 106 148 131 278 25 76 131 278
- ----------------------------------------------------------------------------------------------------------------------------
LARGE-CAP VALUE
without Rider 105 75 129 274 105 147 129 274 24 75 129 274
with SDBR 107 81 139 294 107 153 139 294 26 81 139 294
with PDBR 109 86 146 309 109 158 146 309 28 86 146 309
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
PACIFIC INNOVATIONS
YOUR INVESTMENT OPTIONS
You may choose among the twenty different Variable Investment Options and the
Fixed Option.
YOUR VARIABLE INVESTMENT OPTIONS
Each Variable Investment Option invests in a separate Portfolio of the Fund. For
your convenience, the following chart summarizes some basic data about each
Portfolio. THIS CHART IS ONLY A SUMMARY. FOR MORE COMPLETE INFORMATION ON EACH
PORTFOLIO, INCLUDING A DISCUSSION OF THE PORTFOLIO'S INVESTMENT TECHNIQUES AND
THE RISKS ASSOCIATED WITH ITS INVESTMENTS, SEE THE ACCOMPANYING FUND PROSPECTUS.
NO ASSURANCE CAN BE GIVEN THAT A PORTFOLIO WILL ACHIEVE ITS INVESTMENT
OBJECTIVE. YOU SHOULD READ THE FUND PROSPECTUS CAREFULLY BEFORE INVESTING.
<TABLE>
<CAPTION>
PRIMARY INVESTMENTS
PORTFOLIO OBJECTIVE (UNDER NORMAL CIRCUMSTANCES) PORTFOLIO MANAGER
<S> <C> <C> <C>
Aggressive Equity Capital appreciation. Equity securities of small Alliance Capital Management
emerging-growth companies and L.P.
medium-sized companies.
Emerging Markets Long-term growth of capital. Equity securities of companies that Alliance Capital Management
are located in countries generally L.P.
regarded as "emerging market"
countries.
Diversified Research Long-term growth of capital. Equity securities of U.S. companies Capital Guardian Trust
and securities whose principal Company
markets are in the U.S.
Small-Cap Equity (formerly Growth of capital. Equity securities of smaller and Capital Guardian Trust
called Growth) medium-sized companies. Company
International Large-Cap Long-term growth of capital. Equity securities of non-U.S. Capital Guardian Trust
companies and securities whose Company
principal markets are outside of
the U.S.
Equity Capital appreciation. Current Equity securities of large U.S. Goldman Sachs Asset
income is of secondary importance. growth-oriented companies. Management
I-Net Tollkeeper Long-term growth of capital. Equity securities of companies Goldman Sachs Asset
which use, support, or relate Management
directly or indirectly to use of
the Internet. Such companies
include those in the media,
telecommunications, and technology
sectors.
Multi-Strategy High total return. A mix of equity and fixed income J.P. Morgan Investment
securities. Management Inc.
Equity Income Long-term growth of capital and Equity securities of large and J.P. Morgan Investment
income. medium-sized dividend-paying U.S. Management Inc.
companies.
Growth LT Long-term growth of capital Equity securities of a large number Janus Capital Corporation
consistent with the preservation of of companies of any size.
capital.
Mid-Cap Value Capital appreciation. Equity securities of medium-sized Lazard Asset Management
U.S. companies believed to be
undervalued.
Equity Index Investment results that correspond Equity securities of companies that Mercury Asset
to the total return of common are included in the Standard & Management US
stocks publicly traded in the U.S. Poor's 500 Composite Stock Price
Index.
Small-Cap Index Investment results that correspond Equity securities of companies that Mercury Asset
to the total return of an index of are included in the Russell 2000 Management US
small capitalization companies. Small Stock Index.
REIT Current income and long-term Equity securities of real estate Morgan Stanley Asset
capital appreciation. investment trusts. Management
International Value Long-term capital appreciation Equity securities of companies of Morgan Stanley Asset
(formerly called primarily through investment in any size located in developed Management
International) equity securities of corporations countries outside of the U.S.
domiciled in countries other than
the U.S.
Government Securities Maximize total return consistent Fixed income securities that are Pacific Investment
with prudent investment management. issued or guaranteed by the U.S. Management Company
government, its agencies or
government-sponsored enterprises.
Managed Bond Maximize total return consistent Medium and high-quality fixed Pacific Investment
with prudent investment management. income securities with varying Management Company
terms to maturity.
Money Market Current income consistent with Highest quality money market Pacific Life
preservation of capital. instruments believed to have
limited credit risk.
High Yield Bond High level of current income. Fixed income securities with lower Pacific Life
and medium-quality credit ratings
and intermediate to long-terms to
maturity.
Large-Cap Value Long-term growth of capital. Equity securities of large U.S. Salomon Brothers Asset
Current income is of secondary companies. Management Inc
importance.
</TABLE>
11
<PAGE>
PACIFIC INNOVATIONS
THE INVESTMENT ADVISER
We are the investment adviser for the Fund. We and the Fund have retained other
portfolio managers, supervised by us, for eighteen of the Portfolios.
VARIABLE INVESTMENT OPTION PERFORMANCE
Historical performance information can help you understand how investment
performance can affect your investment in the Variable Investment Options.
Although the Subaccounts were established January 2, 1996 and have no historical
performance prior to that date, each Subaccount will be investing in shares of a
Portfolio of the Fund, and the majority of these Portfolios do have historical
performance data which covers a longer period. Performance data include total
returns for each Subaccount, current and effective yields for the Money Market
Subaccount, and yields for the other fixed income Subaccounts. Calculations are
in accordance with standard formulas prescribed by the SEC which are described
in the SAI. Yields do not reflect any charge for premium taxes and/or other
taxes; this exclusion may cause yields to show more favorable performance. Total
returns may or may not reflect withdrawal charges, Annual Fees or any charge for
premium and/or other taxes; data that do not reflect these charges may show more
favorable performance.
The SAI presents some hypothetical performance data. The SAI also presents some
performance benchmarks, based on unmanaged market indices, such as the Standard
& Poor's 500 Composite Stock Price Index (S&P 500), and on "peer groups," which
use other managed funds with similar investment objectives. These benchmarks may
give you a broader perspective when you examine hypothetical or actual
Subaccount performance.
In addition, we may provide you with reports both as an insurance company and as
to our claims paying ability that are produced by rating agencies and
organizations.
YOUR FIXED OPTION
The Fixed Option offers you a guaranteed minimum interest rate on the amount you
allocate to this Option. Amounts you allocate to this Option, and your earnings
credited are held in our General Account. For more detailed information about
this Option, see THE GENERAL ACCOUNT section in this Prospectus.
PURCHASING YOUR CONTRACT
HOW TO APPLY FOR YOUR CONTRACT
To purchase a Contract, fill out an application and submit it along with your
initial Purchase Payment to Pacific Life Insurance Company at P.O. Box 100060,
Pasadena, California 91189-0060. If your application and payment are complete
when received, or once they have become complete, we will issue your Contract
within two Business Days. If some information is missing from your application,
we may delay issuing your Contract while we obtain the missing information;
however, we will not hold your initial Purchase Payment for more than five
Business Days unless we specifically obtain your permission.
You may also purchase a Contract by exchanging your existing contract. YOU MUST
SUBMIT ALL CONTRACTS TO BE EXCHANGED WHEN YOU SUBMIT YOUR APPLICATION. Call your
representative, or call us at 1-800-722-2333, if you are interested in this
option.
We reserve the right to reject any application or Purchase Payment for any
reason, subject to any applicable nondiscrimination laws and to our own
standards and guidelines. The maximum age of a Contract Owner, including Joint
owners and Contingent Owners, for which a Contract will be issued is 80. The
Contract Owner's age is calculated as of his or her last birthday. If any
Contract Owner or any Annuitant named in the application for a Contract dies
prior to our issuance of a Contract, then the application for the Contract
and/or any Contract issued shall be deemed null and void; and any premiums we
receive, including any proceeds received in connection with an exchange or
transfer, will be returned to the applicant/Owner or the applicant/Owner's
estate.
12
<PAGE>
PACIFIC INNOVATIONS
PURCHASING A DEATH BENEFIT RIDER (OPTIONAL)
You may purchase either the Stepped-Up Death Benefit Rider (the "SDBR") or
Premier Death Benefit Rider (the "PDBR") (subject to state availability) at the
time your application is completed. You may not purchase either Rider after the
Contract Date.
If you select one of these Riders, the SDBR or PDBR, as applicable, will remain
in effect until the earliest of: (a) the full withdrawal of the amount available
for withdrawal under the Contract; (b) when death benefit proceeds become
payable under the Contract; (c) any termination of the Contract in accordance
with the provisions of the Contract; or (d) the Annuity Date. The SDBR or PDBR
may not otherwise be cancelled. The SDBR or PDBR may only be purchased if the
age of each Annuitant is 70 or younger on the Contract Date.
MAKING YOUR PURCHASE PAYMENTS
MAKING YOUR INITIAL PAYMENT
Your initial Purchase Payment must be at least $10,000 if you are buying a
Non-Qualified Contract, and at least $2,000 if you are buying a Qualified
Contract. You may pay this entire amount when you submit your application, or
you may choose our pre-authorized checking plan ("PAC"), which allows you to pay
in equal monthly installments over one year (at least $800 per month for
Non-Qualified Contracts, and at least $150 per month for Qualified Contracts).
If you choose the PAC, you must make your first installment payment when you
submit your application. Further requirements for PAC are discussed in the PAC
form.
You must obtain our consent before making an initial or additional Purchase
Payment that will bring your aggregate Purchase Payments over $1,000,000.
MAKING ADDITIONAL PAYMENTS
You may choose to invest additional amounts in your Contract at any time. Each
additional Purchase Payment above the initial Purchase Payment requirements must
be at least $250 for Non-Qualified Contracts and $50 for Qualified Contracts. In
certain states additional payments are limited. See APPENDIX A: STATE LAW
VARIATIONS.
FORMS OF PAYMENT
Your initial and additional Purchase Payments may be sent by personal or bank
check or by wire transfer. You may also make additional PAC Purchase Payments
via electronic funds transfer. All checks must be drawn on U.S. funds. If you
make Purchase Payments by check other than a cashier's check, your payment of
any withdrawal proceeds and any refund during your "Free Look" period may be
delayed until your check has cleared.
HOW YOUR PAYMENTS ARE ALLOCATED
CHOOSING YOUR INVESTMENT OPTIONS
You may allocate your Purchase Payments among the twenty Subaccounts and the
Fixed Option. Allocations of your initial Purchase Payment to the Investment
Options you selected will be effective on your Contract Date. See WITHDRAWALS -
RIGHT TO CANCEL ("FREE LOOK"). Each additional Purchase Payment will be
allocated to the Investment Options according to your allocation instructions in
your application, or most recent instructions, if any, subject to the terms
described in the WITHDRAWALS - RIGHT TO CANCEL ("FREE LOOK") section. We reserve
the right to require that your allocation to any particular Investment Option
must be at least $500. We also reserve the right to transfer any remaining
Account Value that is not at least $500 to your other Investment Options on a
pro rata basis relative to your most recent allocation instructions. If your
Contract is issued in exchange for another annuity contract or a life insurance
contract, our administrative procedures may vary depending on the state in which
your Contract is delivered. If your initial Purchase Payment is received from
multiple sources, we will consider them all your initial Purchase Payment.
INVESTING IN VARIABLE INVESTMENT OPTIONS
Each time we allocate your investment to a Variable Investment Option, your
Contract is credited with a number of "Subaccount Units" in that Subaccount. The
number of Subaccount Units credited is equal to the amount you have allocated to
that Subaccount divided by the "Unit Value" of one Unit of that Subaccount.
13
<PAGE>
PACIFIC INNOVATIONS
EXAMPLE: You allocate $600 to the Government Securities Subaccount. At the
end of the Business Day on which your allocation is effective, the value of
one Unit in the Government Securities Subaccount is $15. As a result, 40
Subaccount Units are credited to your Contract for your $600.
YOUR VARIABLE ACCOUNT VALUE WILL CHANGE
After we credit your Contract with Subaccount Units, the value of those Units
will usually fluctuate. This means that, from time to time, your investment
allocated to the Variable Investment Options may be worth more or less than the
original allocations to which those amounts can be attributed. Fluctuations in
Subaccount Unit Value will not change the number of Units credited to your
Contract.
Subaccount Unit Values will vary in accordance with the investment performance
of the corresponding Portfolio. FOR EXAMPLE, the value of Units in the Managed
Bond Subaccount will change to reflect the performance of the Managed Bond
Portfolio (including that Portfolio's investment income, its capital gains and
losses, and its expenses). Subaccount Unit Values are also adjusted to reflect
the Administrative Fee and applicable Risk Charge imposed on the Separate
Account.
We calculate the value of all Subaccount Units on each Business Day. The SAI
contains a detailed discussion of these calculations.
WHEN YOUR INVESTMENT IS EFFECTIVE
The day your allocation is effective determines the Unit Value at which
Subaccount Units are attributed to your Contract. In the case of transfers or
withdrawals, the effective day determines the Unit Value at which affected
Subaccount Units are debited and/or credited under your Contract. The Unit Value
at which purchase, transfer and withdrawal transactions are credited or debited
is the value of the Subaccount Units next calculated after your transaction is
effective. Your Variable Account Value begins to reflect the investment
performance results of your new allocations on the day after your transaction is
effective.
Your initial Purchase Payment is usually effective on the day we issue your
Contract. Any additional allocation is effective on the day we receive your
Purchase Payment in proper form. See ADDITIONAL INFORMATION - INQUIRIES AND
SUBMITTING FORMS AND REQUESTS.
TRANSFERS
Once your Payments are allocated to the Investment Options you selected, you may
transfer your Account Value from any Investment Option to any other Investment
Option. Certain restrictions apply to the Fixed Option. See THE GENERAL
ACCOUNT - WITHDRAWALS AND TRANSFERS. Transfer requests are generally effective
on the Business Day we receive them in proper form.
No transfer fee is currently imposed for transfers among the Investment Options,
but we reserve the right to impose a transaction fee for transfers in the
future; a fee of up to $15 per transfer may apply to transfers in excess of 15
in any Contract Year. Transfers under the dollar cost averaging and earnings
sweep options (but not the portfolio rebalancing option described below) are
counted toward your total transfers in a Contract Year. Any such fee would be
charged against your Investment Options proportionately, based on your relative
Account Value in each immediately after the transfer.
We have the right, at our option (unless otherwise required by law), to require
certain minimums in the future in connection with transfers; these may include a
minimum transfer amount and a minimum Account Value, if any, for the Investment
Option from which the transfer is made or to which the transfer is made.
If your transfer request results in your having a remaining Account Value in an
Investment Option that is less than $500 immediately after such transfer, we may
transfer that Account Value to your other Investment Options on a pro rata
basis, relative to your most recent allocation instructions.
Exchanges of Annuity Units in any Subaccount(s) to any other Subaccount(s) after
the Annuity Date are limited to four in any twelve-month period. See THE GENERAL
ACCOUNT - WITHDRAWALS AND TRANSFERS in the Prospectus and THE CONTRACTS AND THE
SEPARATE ACCOUNT in the SAI.
14
<PAGE>
PACIFIC INNOVATIONS
AUTOMATIC TRANSFER OPTIONS
We offer three automatic transfer options: dollar cost averaging, portfolio
rebalancing, and earnings sweep. There is no charge for these options, although
transfers under the dollar cost averaging and earnings sweep options are counted
towards your total transfers in a Contract Year.
DOLLAR COST AVERAGING
Dollar cost averaging is a method in which you buy securities in a series of
regular purchases instead of in a single purchase. This allows you to average
the securities' prices over time, and may permit a "smoothing" of abrupt peaks
and drops in price. Prior to your Annuity Date, you may use dollar cost
averaging to transfer amounts, over time, from any Investment Option with an
Account Value of at least $5,000 to one or more Variable Investment Options.
Each transfer must be for at least $250. Detailed information appears in the
SAI.
PORTFOLIO REBALANCING
You may instruct us to maintain a specific balance of Variable Investment
Options under your Contract (E.G., 30% in the Equity Index Subaccount, 40% in
the Managed Bond Subaccount, and 30% in the Growth LT Subaccount) prior to your
Annuity Date. Periodically, we will "rebalance" your values in the elected
Subaccounts to the percentages you have specified. Rebalancing may result in
transferring amounts from a Subaccount earning a relatively higher return to one
earning a relatively lower return. The Fixed Option is not available for
rebalancing. Detailed information appears in the SAI.
EARNINGS SWEEP
You may instruct us to make automatic periodic transfers of your earnings from
the Money Market Subaccount or from the Fixed Option to one or more Variable
Investment Options (other than the Money Market Subaccount). Detailed
information appears in the SAI.
CHARGES, FEES AND DEDUCTIONS
WITHDRAWAL CHARGE
No sales charge is imposed on any Purchase Payment. Your Purchase Payments may,
however, be subject to a withdrawal charge; this charge may apply to amounts you
withdraw under your Contract prior to the Annuity Date, depending on the length
of time each Purchase Payment has been invested and on the amount you withdraw.
No withdrawal charge is imposed on: (i) death benefit proceeds, except as
provided under the AMOUNT OF THE DEATH BENEFIT: DEATH OF A CONTRACT OWNER
section; (ii) amounts converted after the first Contract Anniversary to a life
contingent Annuity Option or an Annuity Option with a period certain of at least
five years; (iii) withdrawals by Owners to meet the minimum distribution
rules for Qualified Contracts as they apply to amounts held under the Contract;
(iv) subject to state variation, medical evidence satisfactory to us, after the
first Contract Anniversary, full or partial withdrawals if the Owner or
Annuitant has been diagnosed with a medically determinable condition that
results in a life expectancy of twelve (12) months or less; or (v) subject to
state variation, medical evidence satisfactory to us, after 90 days from the
Contract Date, full or partial withdrawals while the Owner or Annuitant has been
confined to an accredited nursing home for 60 days or longer. The waiver of
withdrawal charges applies only to withdrawals made while the Owner or Annuitant
is in a nursing home or within 90 days after the Owner or Annuitant leaves the
nursing home. In addition, the nursing home confinement period for which you
seek the waiver must begin after the Contract Date. In order to use this waiver,
you must submit with your withdrawal request, the following documents: (1) a
physician's note recommending the Owner or Annuitant's admittance to a nursing
home; (2) an admittance form which shows the type of facility the Owner or
Annuitant entered; and (3) a bill from the nursing home which shows that the
Owner or Annuitant met the 60 day nursing home confinement requirement. An
accredited nursing home is defined as a home or facility that; (1) is operating
in accordance with the law of jurisdiction in which it is located; (2) is
primarily engaged in providing, in addition to room and board, skilled nursing
care under the supervision of a duly licensed physician; (3) provides continuous
24 hour a day nursing service by or under the supervision of a registered nurse;
and maintains a daily record of the patient.
15
<PAGE>
PACIFIC INNOVATIONS
FREE WITHDRAWALS
During a Contract Year, you may withdraw free of withdrawal charge amounts up to
your "Eligible Purchase Payments". Qualified plans have special restrictions on
withdrawals. See SPECIAL RESTRICTIONS UNDER QUALIFIED PLANS. Eligible Purchase
Payments include 10% annually of your total Purchase Payments that have an "age"
of less than four years, plus any remaining portion not withdrawn from the
previous Contract Year's Eligible Purchase Payments that are derived from
Purchase Payments which have an "age" of less than four years, plus 100% of all
Purchase Payments that have an "age" of four years or more. Once all Purchase
Payments have been deemed withdrawn, any withdrawal will be deemed a withdrawal
of your Earnings and will be free of the withdrawal charge. For those Contracts
issued to a Charitable Remainder Trust (CRT), the amount available for
withdrawal free of withdrawal charges during a Contract Year includes all
Eligible Purchase Payments plus all Earnings even if all Purchase Payments have
not been deemed withdrawn.
EXAMPLE (NON-CRT)
CONTRACT YEAR 1
You make an initial Purchase Payment of $100,000 and make no additional Purchase
Payments. Your free withdrawal amount available in year 1 equals 10% of the
total Purchase Payments made (10% of the total Purchase Payments of $100,000
equals $10,000.) If you withdraw $5,000, the remaining $5,000 of the free
withdrawal amount not withdrawn in Contract Year 1 will be carried over to the
next Contract Year.
CONTRACT YEAR 2
Your free withdrawal amount for Contract Year 2 is equal to 10% of your total
Purchase Payments still subject to the withdrawal charge plus any remaining free
withdrawal amounts carried over from the previous Contract Year. (10% of
$100,000 plus $5,000 equals $15,000) If no withdrawals are taken, the $15,000
free withdrawal amount not withdrawn in Contract Year 2 will be carried over to
the next Contract Year.
CONTRACT YEAR 3
Your free withdrawal amount for Contract Year 3 is equal to 10% of total
Purchase Payments subject to the withdrawal charge plus any remaining free
withdrawal amounts carried over from the previous Contract Year. (10% of
$100,000 plus $15,000 equals $25,000) If you take a $15,000 withdrawal, the
remaining $10,000 of the free withdrawal amount not taken in Contract Year 3
will not be carried over to the next Contract Year because the Purchase Payment
will not be subject to the withdrawal charge and the entire amount remaining
will be able to be withdrawn free of withdrawal charges.
HOW THE CHARGE IS DETERMINED
The amount of the charge depends on how long each Purchase Payment was held
under your Contract. Each Purchase Payment you make is considered to have a
certain "age," depending on the length of time since that Purchase Payment was
effective. A Purchase Payment is "one year old" or has an "age of one" from the
day it is effective until the beginning of the day preceding your next Contract
Anniversary; beginning on the day preceding that Contract Anniversary, your
Purchase Payment will have an "age of two", and increases in age on the day
preceding each Contract Anniversary. When you withdraw an amount subject to the
withdrawal charge, the "age" of the Purchase Payments you withdraw determines
the level of withdrawal charge as follows:
<TABLE>
<CAPTION>
WITHDRAWAL
CHARGE AS A
PERCENTAGE
"AGE" OF PAYMENT OF THE AMOUNT
IN YEARS WITHDRAWN
- ---------------- -------------
<S> <C>
1.................................................... 9%
2.................................................... 8%
3.................................................... 8%
4 or more............................................ 0%
</TABLE>
We calculate your withdrawal charge by assuming your withdrawal is applied to
Purchase Payments first and in the order your Purchase Payments were received.
The withdrawal charge will be deducted proportionally among all Investment
Options from which your withdrawal occurs. See THE GENERAL ACCOUNT - WITHDRAWALS
AND TRANSFERS.
16
<PAGE>
PACIFIC INNOVATIONS
We pay sales commissions and other expenses associated with the promotion and
sales of the Contracts to broker-dealers. The withdrawal charge is designed to
reimburse us for these costs, although we expect that our actual expenses will
be greater than the amount of the withdrawal charge. Broker-dealers may receive
aggregate commissions of up to 4.75% of your aggregate Purchase Payments.
Sellers of Contracts will be paid a persistency trail commission which will take
into account, among other things, the length of time Purchase Payments have been
held under a Contract, and Account Values. A trail commission is not anticipated
to exceed 1.00%, on an annual basis, of the Account Values considered in
connection with the trail commission. We may also pay override payments, expense
allowances, bonuses, wholesaler fees and training allowances. Registered
representatives earn commissions from the broker-dealers with which they are
affiliated and such arrangements may vary. In addition, registered
representatives who meet specified production levels may qualify, under sales
incentive programs adopted by us, to receive non-cash compensation such as
expense-paid trips, expense-paid educational seminars, and merchandise.
WITHDRAWAL ENHANCEMENTS
We reserve the right, in our sole discretion, to calculate your withdrawal
charge on more favorable terms to you than as otherwise described in the
preceding paragraphs. These Withdrawal Enhancements may include an acceleration
of the day on which the "age" of any Purchase Payment(s) is considered to occur
or a waiver of some or all of the withdrawal charge in the event the Guaranteed
Interest Rate is less than a specified rate. Although we retain the discretion
to add a Withdrawal Enhancement, once it is added, it is binding on us and
effective for any specified period we have designated. In the event of any
Withdrawal Enhancement, we will notify the Owner within thirty (30) days of the
effective date of the Withdrawal Enhancement.
TRANSFERS
Transfers of all or part of your Account Value from one Investment Option to
another are not considered a withdrawal of an amount from your Contract, so no
withdrawal charge is imposed at the time of transfer. See HOW YOUR PAYMENTS ARE
ALLOCATED - TRANSFERS and THE GENERAL ACCOUNT - WITHDRAWALS AND TRANSFERS.
PREMIUM TAXES
Depending on your state of residence (among other factors), a tax may be imposed
on your Purchase Payments at the time your payment is made, at the time of a
partial or full withdrawal, at the time any death benefit proceeds are paid, at
the Annuity Date or at such other time as taxes may be imposed. Tax rates
ranging from 0% to 3.5% are currently in effect, but may change in the future.
Some local jurisdictions also impose a tax.
If we pay any taxes attributable to Purchase Payments ("premium taxes") on your
behalf, we will impose a similar charge against your Contract Value. Premium tax
is subject to state requirements. We normally will charge you when you annuitize
some or all of your Contract Value. We reserve the right to impose this charge
for applicable premium taxes when you make a full or partial withdrawal, at the
time any death benefit proceeds are paid, or when those taxes are incurred by
us. For these purposes, "premium taxes" include any state or local premium or
retaliatory taxes and, where approval has been obtained, federal premium taxes
and any federal, state or local income, excise, business or any other type of
tax (or component thereof) measured by or based upon, directly or indirectly,
the amount of Purchase Payments we have received. We will base this charge on
the Contract Value, the amount of the transaction, the aggregate amount of
Purchase Payments we receive under your Contract, or any other amount, that in
our sole discretion we deem appropriate.
We may also charge the Separate Account or your Contract Value for taxes
attributable to the Separate Account or the Contract, including income taxes
attributable to the Separate Account or to our operations with respect to the
Contract, or taxes attributable, directly or indirectly, to Purchase Payments.
Currently, we do not impose any such charges.
ANNUAL FEE
We will charge you an Annual Fee of $30 on each Contract Anniversary prior to
the Annuity Date, and at the time you withdraw your entire Net Contract Value
(on a pro rated basis for that Contract Year), if your Net Contract Value is
less than $50,000 on that date. The fee is not imposed on amounts you annuitize
or on payment of death benefit proceeds.
17
<PAGE>
PACIFIC INNOVATIONS
The fee reimburses certain of our costs in administering the Contracts and the
Separate Account; we do not intend to realize a profit from this fee or the
Administrative Fee. This fee is guaranteed not to increase for the life of your
Contract.
Your Annual Fee will be charged proportionately against your Investment Options.
Assessments against your Variable Investment Options are made by debiting some
of the Subaccount Units previously credited to your Contract; that is,
assessment of the Annual Fee does not change the Unit Value for those
Subaccounts.
WAIVERS AND REDUCED CHARGES
We may agree to reduce or waive the withdrawal charge or the Annual Fee, or
credit additional amounts under our Contracts, in situations where selling
and/or maintenance costs associated with the Contracts are reduced, such as the
sale of several Contracts to the same Owner(s), sales of large Contracts, sales
of Contracts in connection with a group or sponsored arrangement or mass
transactions over multiple Contracts.
We will only reduce or waive such charges or credit additional amounts on any
Contract where expenses associated with the sale of the Contract and/or costs
associated with administering and maintaining the Contract are reduced. Any
additional amounts will be added to a Contract when we apply Purchase Payments.
We reserve the right to terminate waiver, reduced charge and crediting programs
at any time, including for issued Contracts.
With respect to additional amounts as described above, you will not keep any
amounts credited if you return your Contract during the Free Look period as
described under WITHDRAWALS - RIGHT TO CANCEL ("FREE LOOK").
MORTALITY AND EXPENSE RISK CHARGE
We assess a charge against the assets of each Subaccount to compensate for
certain mortality and expense risks that we assume under the Contracts (the
"Risk Charge"). The risk that an Annuitant will live longer (and therefore
receive more annuity payments) than we predict through our actuarial
calculations at the time the Contract is issued is "mortality risk." We also
bear mortality risk in connection with death benefits payable under the
Contracts. The risk that the expense charges and fees under the Contracts and
Separate Account are less than our actual administrative and operating expenses
is called "expense risk."
This Risk Charge is assessed daily at an annual rate equal to 1.25% of each
Subaccount's assets; this charge may not be increased for the duration of your
Contract.
The Risk Charge will stop at the Annuity Date if you select a fixed annuity; the
base Risk Charge, but not any increase in the Risk Charge for an optional Death
Benefit Rider, will continue after the Annuity Date if you choose any variable
annuity.
We will realize a gain if the Risk Charge exceeds our actual cost of expenses
and benefits, and will suffer a loss if such actual costs exceed the Risk
Charge. Any gain will become part of our General Account; we may use it for any
reason, including covering sales expenses on the Contracts.
INCREASE IN RISK CHARGE IF AN OPTIONAL DEATH BENEFIT RIDER IS PURCHASED
We increase your Risk Charge by an annual rate equal to .20% of each
Subaccount's assets if you purchase the Stepped-Up Death Benefit Rider (the
"SDBR") or .35% if you purchase the Premier Death Benefit Rider (the "PDBR").
The total Risk Charge annual rate will be 1.45% if the SDBR is purchased or
1.60% if the PDBR is purchased. Any increase in your Risk Charge will not
continue after the Annuity Date. See PURCHASING YOUR CONTRACT - PURCHASING AN
OPTIONAL DEATH BENEFIT RIDER.
ADMINISTRATIVE FEE
We charge an Administrative Fee as compensation for costs we incur in operating
the Separate Account and issuing and administering the Contracts, including
processing applications and payments, and issuing reports to you and to
regulatory authorities.
The Administrative Fee is assessed daily at an annual rate equal to .15% of the
assets of each Subaccount. This rate is guaranteed not to increase for the life
of your Contract. A relationship will not necessarily exist between the actual
administrative expenses attributable to a particular Contract and the
Administrative Fee paid in respect of that particular Contract. The
Administrative Fee will continue after the Annuity Date if you choose any
variable annuity.
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EXPENSES OF THE FUND
Your Variable Account Value reflects advisory fees and other expenses incurred
by the various Portfolios of the Fund, net of any applicable waivers and/or
reimbursements. These fees and expenses may vary. The Fund is governed by its
own Board of Trustees, and your Contract does not fix or specify the level of
expenses of any Portfolio. The Fund's fees and expenses are described in detail
in the Fund's Prospectus and in its SAI.
RETIREMENT BENEFITS AND OTHER PAYOUTS
SELECTING YOUR ANNUITANT
When you submit the application for your Contract, you may choose a sole
Annuitant or Joint Annuitants. We will send the annuity payments to the payee
that you designate. If you are buying a Qualified Contract, you must be the sole
Annuitant; if you are buying a Non-Qualified Contract you may choose yourself
and/or another person. Whether you choose to have a sole or two Joint
Annuitants, you may choose a Contingent Annuitant; more information on these
options is provided in the SAI. You will not be able to add or change a sole or
Joint Annuitant after your Contract is issued; however, if you are buying a
Qualified Contract, you may add a Joint Annuitant on the Annuity Date. You will
be able to add or change a Contingent Annuitant until your Annuity Date or the
death of your sole Annuitant or both Joint Annuitants, whichever occurs first;
however, once your Contingent Annuitant has become the Annuitant under your
Contract, no additional Contingent Annuitant may be named. No Annuitant
(Primary, Joint or Contingent) may be named upon or after reaching his or her
81st birthday. We reserve the right to require proof of age or survival of the
Annuitant(s).
ANNUITIZATION
You may choose both your Annuity Date and your Annuity Option. At the Annuity
Date, you may elect to annuitize some or all of your Net Contract Value, less
any applicable charge for premium taxes and/or other taxes, (the "Conversion
Amount"), as long as such Conversion Amount annuitized is at least $10,000,
subject to any state exceptions. (See APPENDIX A: STATE LAW VARIATIONS). If you
annuitize only a portion of this available Contract Value, you may have the
remainder distributed, less any applicable charge for premium taxes and/or other
taxes, and any applicable withdrawal charge. Any such distribution will be made
to you in a single sum if the remaining Conversion Amount is less than $10,000
on your Annuity Date. Distributions under your Contract may have tax
consequences. You should consult a qualified tax adviser for information on
annuitization.
CHOOSING YOUR ANNUITY DATE ("ANNUITY START DATE")
You should choose your Annuity Date when you submit your application or we will
apply a default Annuity Date to your Contract.
You may change your Annuity Date by notifying us, in proper form, at least ten
Business Days prior to the earlier of your current Annuity Date or your new
Annuity Date.
Your Annuity Date cannot be earlier than your first Contract Anniversary and
must occur on or before a certain date: If you have a sole Annuitant, your
Annuity Date cannot be later than his or her 95th birthday. However, to meet IRS
minimum distribution rules, your Annuity Date may need to be earlier. If you
have Joint Annuitants and a Non-Qualified Contract, your Annuity Date cannot be
later than your younger Joint Annuitant's 95th birthday. Different requirements
may apply in some states. If your Contract is a Qualified Contract, you may also
be subject to additional restrictions. Adverse federal tax consequences may
result if you choose an Annuity Date that is prior to an Annuitant's attained
age 59 1/2. See FEDERAL TAX STATUS.
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You should carefully review the Annuity Options with your financial tax adviser,
and, for Contracts used in connection with a Qualified Plan, reference should be
made to the terms of the particular plan and the requirements of the Code for
pertinent limitations respecting annuity payments and other matters. For
instance, under requirements for retirement plans that qualify under Section 401
or 408 of the Code, annuity payments generally must begin no later than April 1
of the calendar year following the year in which the Annuitant reaches age
70 1/2. However, if a plan qualified under Section 401(a) of the Code or a
403(b) contract so provides, no distributions are required for individuals who
are employed after age 70 1/2 (other than 5% owners) until they retire. If a
plan is qualified under Section 408A of the Code, no minimum distributions are
required at any time.
For retirement plans that qualify under Section 401 or 408 of the Code, the
period elected for receipt of annuity payments under Annuity Options 2 and 4
(a) generally may be no longer than the joint life expectancy of the Annuitant
and Beneficiary in the year that the Annuitant reaches age 70 1/2, and (b) must
be shorter than such joint life expectancy if the Beneficiary is not the
Annuitant's spouse and is more than 10 years younger than the Annuitant. Under
Option 3, if the secondary or other Annuitant is not the Annuitant's spouse and
is more than 10 years younger than the Annuitant, the 66 2/3% and 100% elections
specified below may not be available. The restrictions on options for retirement
plans that qualify under Sections 401 and 408 also apply to a retirement plan
that qualifies under Section 403(b) with respect to amounts that accrued after
December 31, 1986.
If you annuitize only a portion of your Net Contract Value on your Annuity Date,
you may, at that time, have the option to elect not to have the remainder of
your Contract Value distributed, but instead to continue your Contract with that
remaining Contract Value (a "continuing Contract"). If this option is available,
you would then choose a second Annuity Date for your continuing Contract, and
all references in this Prospectus to your "Annuity Date" would, in connection
with your continuing Contract, be deemed to refer to that second Annuity Date.
This option may not be available, or may be available only for certain types of
Contracts. You should be aware that some or all of the payments received before
the second Annuity Date may be fully taxable. We recommend that you call your
tax adviser for more information if you are interested in this option.
DEFAULT ANNUITY DATE AND OPTIONS
If you have a Non-Qualified Contract and you do not choose an Annuity Date when
you submit your application, your Annuity Date will be your Annuitant's 95th
birthday or your younger Joint Annuitant's 95th birthday, whichever applies;
however some states' laws may require a different Annuity Date. Certain
Qualified Plans may require annuitization to occur at an earlier age.
If you have not specified an Annuity Option or do not instruct us otherwise, at
your Annuity Date your Net Contract Value, less any charges for premium taxes
and/or other taxes, will be annuitized (if this net amount is at least $10,000)
as follows: the net amount from your Fixed Option will be converted into a
fixed-dollar annuity and the net amount from your Variable Account Value will be
converted into a variable-dollar annuity directed to the Subaccounts
proportionate to your Account Value in each. If you have a Non-Qualified
Contract, or if you have a Qualified Contract and are not married, your default
Annuity Option will be Life with a ten year Period Certain. If you have a
Qualified Contract and you are married, your default Annuity Option will be
Joint and Survivor Life with survivor payments of 50%; your spouse will
AUTOMATICALLY be named your Joint Annuitant.
CHOOSING YOUR ANNUITY OPTION
You may make three basic decisions about your annuity payments. First, you may
choose whether you want those payments to be a fixed-dollar amount, and/or a
variable-dollar amount, subject to state availability. Second, you may choose
the form of annuity payments (see ANNUITY OPTIONS below). Third, you may decide
how often you want annuity payments to be made (the "frequency" of the
payments). You may not change these selections after the Annuity Date.
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FIXED AND VARIABLE ANNUITIES
You may choose a fixed annuity (I.E., with fixed-dollar amounts), a variable
annuity (I.E., with variable-dollar amounts), or you may choose both, converting
one portion of the net amount you annuitize into a fixed annuity and another
portion into a variable annuity.
If you select a fixed annuity, each periodic annuity payment received will be
equal to the initial annuity payment, unless you select a joint and survivor
life annuity with reduced survivor payments and the Primary Annuitant dies. Any
net amount you convert to a fixed annuity will be held in our General Account,
(but not under the Fixed Option).
If you select a variable annuity, you may choose as many Variable Investment
Options as you wish; the amount of the periodic annuity payments will vary with
the investment results of the Variable Investment Options selected. After the
Annuity Date, Annuity Units may be exchanged among available Variable Investment
Options up to four times in any twelve-month period. How your Contract converts
into a variable annuity is explained in more detail in THE CONTRACTS AND THE
SEPARATE ACCOUNT in the SAI. If you choose the Period Certain Only Annuity
Option, the variable annuity payment option is not available to you.
ANNUITY OPTIONS
Four Annuity Options are currently available under the Contracts, although
additional options may become available in the future.
1. LIFE ONLY. Periodic payments are made to the designated payee during the
Annuitant's lifetime. Payments stop when the Annuitant dies.
2. LIFE WITH PERIOD CERTAIN. Periodic payments are made to the designated
payee during the Annuitant's lifetime, with payments guaranteed for a
specified period. You may choose to have payments guaranteed for anywhere
from 5 through 30 years (in full years only). If the Annuitant dies
before the guaranteed payments are completed, the Owner receives the
remainder of the guaranteed payments, if living; otherwise the
Beneficiary, if living; otherwise the Owner's estate.
3. JOINT AND SURVIVOR LIFE. Periodic payments are made during the lifetime
of the Primary Annuitant. After the death of the Primary Annuitant,
periodic payments are based on the life of the secondary Annuitant named
in the election if and so long as such secondary Annuitant lives. You may
choose to have the payments to the surviving secondary Annuitant equal
50%, 66 2/3% or 100% of the original amount payable made during the
lifetime of the Primary Annuitant (you must make this election when you
choose your Annuity Option). If you elect a reduced payment based on the
life of the secondary Annuitant, fixed annuity payments will be equal to
50% or 66 2/3% of the original fixed payment payable during the lifetime
of the Primary Annuitant; variable annuity payments will be determined
using 50% or 66 2/3%, as applicable, of the number of Annuity Units for
each Subaccount credited to the Contract. Payments stop when both
Annuitants have died.
4. PERIOD CERTAIN ONLY. Periodic payments are made to the designated payee
over a specified period. You may choose to have payments continue for
anywhere from 5 through 30 years (in full years only). If the Annuitant
dies before the guaranteed payments are completed, we pay the Owner the
remainder of the guaranteed payments, if living; otherwise the
Beneficiary, if living; otherwise the Owner's estate. If you choose the
Period Certain Only Annuity Option, you may only choose the fixed annuity
payment option.
For Contracts issued in connection with a Qualified Plan, please refer to the
discussion above under "CHOOSING YOUR ANNUITY DATE". If your Contract was issued
in connection with a Qualified Plan subject to Title I of the Employee
Retirement Income Security Act of 1974 ("ERISA"), your spouse's consent may be
required when you seek any distribution under your Contract, unless your Annuity
Option is Joint and Survivor Life with survivor payments of at least 50%, and
your spouse is your Joint Annuitant.
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FREQUENCY OF PAYMENTS
You may choose to have annuity payments made monthly, quarterly, semiannually,
or annually. The amount of a variable payment will be determined in each period
on the date corresponding to your Annuity Date, and payment will be made on the
next succeeding day.
Your initial annuity payment must be at least $250. Depending on the net amount
you annuitize, this requirement may limit your options regarding the period
and/or frequency of annuity payments.
YOUR ANNUITY PAYMENTS
AMOUNT OF THE FIRST PAYMENT
Your Contract contains tables that we use to determine the amount of the first
annuity payment under your Contract, taking into consideration the annuitized
portion of your Net Contract Value at the Annuity Date. This amount will vary,
depending on the annuity period and payment frequency you select; this amount
will be larger in the case of shorter Period Certain annuities and smaller for
longer Period Certain annuities. Similarly, this amount will be greater for a
Life Only annuity than for a Joint and Survivor Life annuity, because we will
expect to make payments for a shorter period of time on a Life Only annuity. If
you do not choose the Period Certain Only annuity, this amount will also vary
depending on the age of the Annuitant(s) on the Annuity Date and, for some
Contracts in some states, the sex of the Annuitant(s).
For fixed annuity payments, the guaranteed income factors in our tables are
based on an annual interest rate of 3% and the 1983a Annuity Mortality Table
with the ages set back 10 years. If you elect a fixed annuity, fixed annuity
payments will be based on the periodic income factors in effect for your
Contract on the Annuity Date which are at least the guaranteed income factors
under the Contract.
For variable annuity payments, the tables are based on an assumed annual
investment return of 5% and the 1983a Annuity Mortality Table with the ages set
back 10 years. If you elect a variable annuity, your initial variable annuity
payment will be based on the applicable variable annuity income factors in
effect for your Contract or the Annuity Date which are at least the variable
annuity income factors under the contract. You may choose any other annuity
option we may offer on the option's effective date. A higher assumed investment
return would mean a larger first variable annuity payment, but subsequent
payments would increase only when actual net investment performance exceeds the
higher assumed rate and would fall when actual net investment performance is
less than the higher assumed rate. A lower assumed rate would mean a smaller
first payment and a more favorable threshold for increases and decreases. If the
actual net investment performance is a constant 5% annually, annuity payments
will be level. The assumed investment return is explained in more detail in the
SAI under THE CONTRACTS AND THE SEPARATE ACCOUNT.
DEATH BENEFITS
Death benefit proceeds may be payable on proof of death before the Annuity Date
of the Annuitant or of any Contract Owner while the Contract is in force. The
amount of the death benefit proceeds will be paid according to the DEATH BENEFIT
PROCEEDS section below.
The "Notice Date" is the day on which we receive proof (in proper form) of death
and instructions regarding payment of death benefit proceeds.
DEATH BENEFIT PROCEEDS
Death benefit proceeds will be payable upon receipt, in proper form, of proof of
death and instructions regarding payment of death proceeds. Such proceeds will
equal the amount of the death benefit reduced by any charges for premium taxes
and/or other taxes and any Contract Debt. The death benefit proceeds will be
payable in a single sum, as an Annuity Option under this Contract or towards the
purchase of any Annuity Option we then offer, or in accordance with IRS
regulations (see DEATH OF OWNER DISTRIBUTION RULES). Any such Annuity Option is
subject to all restrictions
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(including minimum amount requirements) as are other annuities under this
Contract; in addition, there may be legal requirements that limit the
recipient's Annuity Options and the timing of any payments. A recipient should
consult a qualified tax adviser before electing to receive an annuity.
Additional provisions apply if your Contract names a Joint or Contingent Owner
or Annuitant, or if the Beneficiary, Joint Owner, or Contingent Owner is your
spouse. Further information about these provisions is contained in the SAI.
DEATH OF OWNER DISTRIBUTION RULES
If an Owner of a Non-Qualified Contract dies before the Annuity Date, any death
benefit proceeds under this Contract must complete distribution within five
years after the Owner's death. In order to satisfy this requirement, the
designated recipient must receive a lump sum payment or elect to receive an
annuity for life or over a period that does not exceed the life expectancy of
the designated recipient with annuity payments that start within one year after
the Owner's death. If an election to receive an annuity is not made within 60
days of our receipt of proof in proper form of the Owner's death or, if earlier,
60 days (or shorter period as we permit) prior to the first anniversary of the
Owner's death, the lump sum option will be deemed elected, unless otherwise
required by law. If the lump sum option is deemed elected, we will consider that
deemed election as receipt of instructions regarding payment of death benefit
proceeds. If a Non-Qualified Contract has Joint Owners, this requirement applies
to the first Owner to die.
The Owner may designate that the Beneficiary will receive death benefit proceeds
through annuity payments for life or over a period that does not exceed the
Beneficiary's life expectancy. The Owner must designate the payment method in
writing in a form acceptable to us. The Owner may revoke the designation only in
writing and only in an acceptable form to us. Once the Owner dies, the
Beneficiary cannot revoke or modify the Owner's designation.
If the Owner was not an Annuitant but was a Joint Owner and there is a surviving
Joint Owner, that surviving Joint Owner is the designated recipient; if no Joint
Owner survives but a Contingent Owner is named in the Contract and is living, he
or she is the designated recipient, otherwise the designated recipient is the
Beneficiary; if no Beneficiary is living, the designated recipient is the
Owner's estate.
If the Owner was an Annuitant, the designated recipient is the Joint Owner, if
living; if not the Beneficiary; if living; if not, the Owner's estate. A sole
designated recipient who is the Owner's spouse may elect to become the Owner
(and sole Annuitant if the deceased Owner had been the Annuitant) and continue
the Contract until the earliest of the spouse's death, the death of the
Annuitant, or the Annuity Date. A Joint or Contingent Owner who is the
designated recipient but not the Owner's spouse may not continue the Contract.
If you are a non-individual Owner of a Contract other than a Contract issued
under a Qualified Plan as defined in Section 401 or 403 of the Code, the Primary
Annuitant will be treated as the Owner of the Contract for purposes of these
Distribution Rules. If there is a change in the Primary Annuitant prior to the
Annuity Date, such change will be treated as the death of the Owner. The amount
of the death benefit in this situation will be (a) the Contract Value if the
non-individual Owner elects to maintain the Contract and reinvest the Contract
Value into the Contract in the same amount as immediately prior to the
distribution, or (b) the Contract Value less any withdrawal and/or transaction
fee, any charges for withdrawals, and/or premium taxes and/or other taxes, if
the non-individual Owner elects a cash distribution. The amount of the death
benefit will be determined as of the Business Day we receive, in proper form,
the request to change the Primary Annuitant and instructions regarding
maintaining the Contract or cash distribution.
The Contract incorporates all applicable provisions of Code Section 72(s) and
any successor provision, as deemed necessary by us to qualify the Contract as an
annuity contract for federal income tax purposes, including the requirement
that, if the Owner dies before the Annuity Date, any death benefit proceeds
under the Contract shall be distributed within five years of the Owner's death
(or such other period that we offer and that is permitted under the Code or such
shorter period as we may require).
QUALIFIED PLAN DEATH OF ANNUITANT DISTRIBUTION RULES
Under Internal Revenue Service regulations, if the Contract is owned under a
Qualified Plan as defined in Section 401, 403, 408, or 408A of the Code and the
Annuitant dies before the commencement of distributions, the payment of any
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death benefit must be made to the designated recipient no later than
December 31 of the calendar year in which the fifth anniversary of the
Annuitant's death falls. In order to satisfy this requirement, generally the
designated recipient must receive a lump sum payment by this date or elect to
receive the Annuitant's interest in the Contract in equal or substantially equal
installments over a period not exceeding the lifetime or life expectancy of the
designated recipient. If the designated recipient elects the installment payment
option, the Internal Revenue Service regulations provide that payments must
begin no later than December 31 of the calendar year which follows the calendar
year in which the Annuitant died. However, if the designated recipient is the
spouse of the Annuitant at the time of the Annuitant's death ("surviving
spouse"), then, under the regulations, required distributions must begin no
later than December 31 of the calendar year in which the Annuitant would have
reached age 70 1/2. In the case of Roth IRA, the spouse needs to be the sole
designated recipient.
Under our administrative procedures, payments must commence either by the end of
the fifth year following the Annuitant's death or lifetime distributions
beginning no later than the end of the year following the year the Annuitant
died; unless the designated recipient is the surviving spouse. If the surviving
spouse elects to continue the contract and not do an eligible rollover to an IRA
in his or her name, then he or she will be subject to the five year rule.
However, the surviving spouse may waive the five year requirement and elect to
take distributions over his or her life expectancy, and if the surviving spouse
elects to defer the commencement of required distributions beyond the first
anniversary of the Annuitant's death, the surviving spouse will be deemed to
continue the Contract. In this instance, the surviving spouse may defer required
distributions until the later of: (a) December 31 of the year following the year
the Annuitant died; or (b) December 31 of the year in which the Annuitant would
have turned 70 1/2. Further, under our administrative procedures, if the
required distributions election is not received by us in good order by
December 31, of the year following the Annuitant's death or, the December of the
year in which the Annuitant would have attained age 70 1/2, the lump sum option
will be deemed by us to have been elected, unless otherwise required by law. If
the lump sum option is deemed elected, we will treat that deemed election as
receipt of instructions regarding payment of death benefit proceeds.
If the Annuitant dies after the commencement of Required Minimum Distributions
but before the Annuitant's entire interest in the Contract (other than a Roth
IRA) has been distributed, the remaining interest in the Contract must be
distributed to the designated recipient at least as rapidly as under the
distribution method in effect at the time of the Annuitant's death.
DEATH BENEFIT AMOUNTS
The DEATH BENEFIT AMOUNT as of any day (prior to the Annuity Date) is equal to
the greater of (a) your Contract Value as of that day, or (b) your aggregate
Purchase Payments reduced by an amount for each withdrawal, which is calculated
by multiplying the aggregate Purchase Payments received prior to each withdrawal
by the ratio of the amount of each withdrawal, including any withdrawal charge,
to the Contract Value immediately prior to each withdrawal. We calculate the
Death Benefit Amount as of the Notice Date.
OPTIONAL STEPPED-UP DEATH BENEFIT RIDER
If, at the time your application is completed, you purchase the Stepped-Up Death
Benefit Rider (the "SDBR") (subject to state availability), a Guaranteed Minimum
Death Benefit is added to your Contract as follows:
The GUARANTEED MINIMUM DEATH BENEFIT AMOUNT is calculated only when death
benefit proceeds become payable as a result of the death of the Annuitant prior
to the Annuity Date, and is determined as follows:
First, we calculate what the Death Benefit Amount would have been as of your
first Contract Anniversary and each subsequent Contract Anniversary that occurs
while the Annuitant is living and before the Annuitant reaches his or her 81st
birthday (each of these Contract Anniversaries is a "Milestone Date").
We then adjust the Death Benefit Amount for each Milestone Date by: (i) adding
the aggregate amount of any Purchase Payments received by us since that
Milestone Date; and (ii) subtracting an amount for each withdrawal that has
occurred
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since that Milestone Date, which is calculated by multiplying the Death Benefit
Amount by the ratio of the amount of each withdrawal that has occurred since
that Milestone Date, including any withdrawal charge, to the Contract Value
immediately prior to the withdrawal.
The highest of these adjusted Death Benefit Amounts for each Milestone Date, as
of the Notice Date, is your Guaranteed Minimum Death Benefit Amount if you
purchase the SDBR. CALCULATION OF ANY GUARANTEED MINIMUM DEATH BENEFIT IS ONLY
MADE ONCE DEATH BENEFIT PROCEEDS BECOME PAYABLE UNDER YOUR CONTRACT.
OPTIONAL PREMIER DEATH BENEFIT RIDER
If, at the time your application is completed, you purchase the Premier Death
Benefit Rider (the "PDBR") (subject to state availability), the Death Benefit
Amounts stated above are replaced with the following:
The DEATH BENEFIT AMOUNT as of any day (prior to the Annuity Date) is equal to
the greater of (a) your Contract Value as of that day, or (b) your aggregate
Purchase Payments less an adjusted amount for each withdrawal increased at an
effective annual rate of 6% to that day, subject to a maximum of two times the
difference between the aggregate Purchase Payments and withdrawals, including
withdrawal charges. The 6% effective annual rate of growth will take into
account the timing of when each Purchase Payment and withdrawal occurred by
applying a daily factor of 1.00015965 to each day's balance. The 6% effective
annual rate of growth will stop accruing as of the earlier of: (i) the Contract
Anniversary following the date the Annuitant reaches his or her 80th birthday;
(ii) the date of death of the sole Annuitant; or (iii) the Annuity Date.
To determine the adjusted amount for each withdrawal; (i) we divide the amount
of each withdrawal by your Contract Value immediately before that withdrawal;
and (ii) we then multiply the result by your Death Benefit Amount immediately
before that withdrawal.
The GUARANTEED MINIMUM DEATH BENEFIT AMOUNT is calculated only when death
benefit proceeds become payable as a result of the death of the sole Annuitant
prior to the Annuity Date, and is determined as follows:
First, we calculate what the Death Benefit Amount would have been as of the
quarterly anniversary following the Contract Date and as of each subsequent
quarterly anniversary that occurs while the Annuitant is living and up to and
including the Contract Anniversary following the Annuitant's 65th birthday.
Quarterly anniversaries are measured from the Contract Date. After the Contract
Anniversary following the Annuitant's 65th birthday, we calculate what the Death
Benefit Amount would have been as of each Contract Anniversary that occurs while
the Annuitant is living and before the Annuitant reaches his or her 81st
birthday. Each quarterly anniversary and each Contract Anniversary in which a
Death Benefit Amount is calculated is referred to as a "Milestone Date." We then
adjust the Death Benefit Amount for each Milestone Date by: (i) adding the
aggregate amount of any Purchase Payments received by us since that Milestone
Date; and (ii) subtracting an amount for each withdrawal that has occurred since
that Milestone Date, which is calculated by multiplying the Death Benefit Amount
by the ratio of the amount of each withdrawal that has occurred since that
Milestone Date, including any withdrawal charge, to the Contract Value
immediately prior to the withdrawal.
The highest of these adjusted Death Benefit Amounts as of the Notice Date is
your Guaranteed Minimum Death Benefit if the PDBR is purchased. CALCULATIONS OF
ANY GUARANTEED MINIMUM DEATH BENEFIT ARE MADE ONLY ONCE DEATH BENEFIT PROCEEDS
BECOME PAYABLE UNDER YOUR CONTRACT.
THE AMOUNT OF THE DEATH BENEFIT: DEATH OF ANNUITANT
If the sole Annuitant dies prior to the Annuity Date, the death benefit will be
equal to the Death Benefit Amount as of the Notice Date. If you purchase the
SDBR, the death benefit will be equal to the greater of (a) the Death Benefit
Amount as of the Notice Date or (b) the "Guaranteed Minimum Death Benefit
Amount" as provided under the SDBR as of the Notice Date. If you purchase the
PDBR, the death benefit will be equal to the greater of (a) the Death Benefit
Amount as provided under the PDBR as of the Notice Date or (b) the "Guaranteed
Minimum Death Benefit Amount" as provided under the PDBR as of the Notice Date.
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The following procedures apply in the event of death of an Annuitant who is NOT
also a Contract Owner: If your Contract names Joint Annuitants and only one
Joint Annuitant dies, the surviving Joint Annuitant becomes your sole Annuitant
and the death benefit is not yet payable. If your sole Annuitant dies (or if no
Joint Annuitant survives) and your Contract names a surviving Contingent
Annuitant, he or she becomes the sole Annuitant and the death benefit proceeds
are not yet payable. If there is no surviving Joint or Contingent Annuitant, the
death benefit proceeds are payable to the Owner, if living; if not, death
benefit proceeds are payable to the Beneficiary, if living; if not, death
benefit proceeds are payble to the Owner's estate.
If the Owner is not the Annuitant and they die simultaneously, the death benefit
will be calculated under the Death of Annuitant provisions and proceeds will be
paid to the Joint Owner if living; if not, to the Contingent Owner, if living;
if not to the Beneficiary, if not, to the Owner's estate.
THE AMOUNT OF THE DEATH BENEFIT: DEATH OF A CONTRACT OWNER
If a Contract Owner who is not the Annuitant dies before the Annuity Date, the
amount of the death benefit will be equal to your Contract Value as of the
Notice Date and will be paid in accordance with the DEATH BENEFIT PROCEEDS
section. The death benefit proceeds will be paid to the Joint Owner, if living;
if not, to the Contingent Owner, if living; if not, to the Beneficiary, if
living; if not, to the Owner's estate. See THE GENERAL ACCOUNT - WITHDRAWALS AND
TRANSFERS.
If a Contract Owner who is the Annuitant dies before the Annuity Date, the
amount of the death benefit will be determined in accordance with the THE AMOUNT
OF THE DEATH BENEFIT: DEATH OF ANNUITANT section above, and will be paid in
accordance with the DEATH BENEFIT PROCEEDS section. The death benefit proceeds
will be paid to the Joint Owner, if living; if not, death benefit proceeds will
be paid to the Beneficiary if living; if not, death benefit proceeds will be
paid to the Owner's estate.
If both you and the Annuitant(s) are non-individual persons, no death benefit
will be payable, and any distribution will be treated as a withdrawal and
subject to any applicable Annual Fee, withdrawal fee, withdrawal charge, and
charge for premium taxes and/or other taxes.
WITHDRAWALS
OPTIONAL WITHDRAWALS
You may, on or prior to your Annuity Date, withdraw all or a portion of the
amount available under your Contract while the Annuitant is living and your
Contract is in force. You may surrender your Contract and make a full withdrawal
at any time. Except as provided below, beginning 30 days after your Contract
Date, you also may make partial withdrawals from your Investment Options at any
time. You may request to withdraw a specific dollar amount or a specific
percentage of an Account Value or your Net Contract Value. You may choose to
make your withdrawal from specified Investment Options; if you do not specify
Investment Options, your withdrawal will be made from all of your Investment
Options proportionately. Each partial withdrawal must be for $500 or more,
except pre-authorized withdrawals, which must be at least $250. If your partial
withdrawal from an Investment Option would leave a remaining Account Value in
that Investment Option of less than $500, we have the right, at our option, to
transfer that remaining amount to your other Investment Options on a
proportionate basis relative to your most recent allocation instructions. If
your partial withdrawal leaves you with a Net Contract Value of less than $1,000
($500 in Maryland, New Jersey and Texas), we have the right, at our option, to
terminate your Contract and send you the withdrawal proceeds described in the
next section below. Partial withdrawals from the Fixed Option in any Contract
Year are subject to restrictions. See GENERAL ACCOUNT - WITHDRAWALS AND
TRANSFERS.
AMOUNT AVAILABLE FOR WITHDRAWAL
The amount available for withdrawal is your Net Contract Value at the end of the
Business Day on which your withdrawal request is effective, less any applicable
Annual Fee, withdrawal charge, withdrawal transaction fee, and any
26
<PAGE>
PACIFIC INNOVATIONS
charge for premium taxes and/or other taxes. The amount we send to you (your
"withdrawal proceeds") will also reflect any required or requested federal and
state income tax withholding. See FEDERAL TAX STATUS and THE GENERAL ACCOUNT -
WITHDRAWALS AND TRANSFERS.
You assume investment risk on investments in the Subaccounts; as a result, the
amount available to you for withdrawal from any Subaccount may be more or less
than the total Purchase Payments you have allocated to that Subaccount.
WITHDRAWAL TRANSACTION FEES
There is currently no transaction fee for partial withdrawals. However, we
reserve the right to impose a withdrawal transaction fee in the future of up to
$15 for each partial withdrawal (including pre-authorized partial withdrawals)
in excess of 15 in any Contract Year. Any such fee would be charged against your
Investment Options proportionately based on your Account Value in each
Investment Option immediately after the withdrawal.
PRE-AUTHORIZED WITHDRAWALS
If your Contract Value is at least $5,000, you may select the pre-authorized
withdrawal option, and you may choose monthly, quarterly, semiannual or annual
withdrawals. Each withdrawal must be for at least $250. Each pre-authorized
withdrawal is subject to federal income tax on its taxable portion and may be
subject to a penalty tax of 10% or more if you have not reached age 59 1/2. See
FEDERAL TAX STATUS AND THE GENERAL ACCOUNT - WITHDRAWALS AND TRANSFERS.
Additional information and options are set forth in the SAI and in the
Pre-Authorized Withdrawal section of your application.
SPECIAL REQUIREMENTS FOR FULL WITHDRAWALS
If you wish to withdraw the entire amount available under your Contract, you
must either return your Contract to us or sign and submit to us a "lost Contract
affidavit."
SPECIAL RESTRICTIONS UNDER QUALIFIED PLANS
Individual Qualified Plans may have additional rules regarding withdrawals from
a Contract purchased under such a Plan. In general, if your Contract was issued
under certain Qualified Plans, YOU MAY NOT WITHDRAW AMOUNTS attributable to
contributions made pursuant to a salary reduction agreement (as defined in
Section 402(g)(3)(A) of the Code) or to transfers from a custodial account (as
defined in Section 403(b)(7) of the Code) EXCEPT in cases of your
(a) separation from service, (b) death, (c) disability as defined in Section
72(m)(7) of the Code, (d) reaching age 59 1/2, or (e) hardship as defined for
purposes of Section 401(k) of the Code.
These limitations do not affect certain rollovers or exchanges between Qualified
Plans, and do not apply to rollovers from these Qualified Plans to an individual
retirement account or individual retirement annuity. In the case of tax
sheltered annuities, these limitations do not apply to certain salary reduction
contributions made, and investment results earned, prior to dates specified in
the Code.
Hardship withdrawals under the exception provided above are restricted to
amounts attributable to salary reduction contributions, and do not include
investment results; this additional restriction does not apply to salary
reduction contributions made, and investment results earned, prior to dates
specified in the Code.
Certain distributions, including rollovers, may be subject to mandatory
withholding of 20% for federal income tax and to a penalty tax of 10% or more if
the distribution is not transferred directly to the trustee of another Qualified
Plan, or to the custodian of an individual retirement account or issuer of an
individual retirement annuity. See FEDERAL TAX STATUS. Distributions may also
trigger withholding for state income taxes. The tax and ERISA rules relating to
Contract withdrawals are complex. We are not the administrator of any Qualified
Plan. You should consult your tax adviser and/ or your plan administrator before
you withdraw any portion of your Contract Value.
27
<PAGE>
PACIFIC INNOVATIONS
EFFECTIVE DATE OF WITHDRAWAL REQUESTS
Withdrawal requests are normally effective on the Business Day we receive them
in proper form. If you make Purchase Payments by check and submit a withdrawal
request immediately afterwards, payment of your withdrawal proceeds may be
delayed until your check clears.
TAX CONSEQUENCES OF WITHDRAWALS
Withdrawals, including pre-authorized withdrawals, will generally have federal
income tax consequences, which could include tax penalties. YOU SHOULD CONSULT
WITH A TAX ADVISER BEFORE MAKING ANY WITHDRAWAL OR SELECTING THE PRE-AUTHORIZED
WITHDRAWAL OPTION. See FEDERAL TAX STATUS.
RIGHT TO CANCEL ("FREE LOOK")
During the Free Look period, you have the right to cancel your Contract and
return it to us for a refund. If you return your Contract, it will be canceled
and treated as void from your Contract Date. The amount of your refund may be
more or less than the Purchase Payments you've made, depending on the state
where you signed your application. Generally, the Free Look period ends 10 days
after you receive your Contract, but may vary by state. Also, some states may
have a different Free Look period if you are replacing another annuity contract
or life insurance policy. For more information, see APPENDIX A: STATE LAW
VARIATIONS.
In most states, your refund will be your Contract Value as of the end of the
Business Day on which we receive your Contract for cancellation, plus a refund
of any amount that may have been deducted as Contract charges to pay for premium
taxes and/or other taxes. You will bear the investment risk on any gain or loss
on funds allocated to the variable investment options. If we credit any
additional amounts to your Contract as described in CHARGES, FEES, AND
DEDUCTIONS--WAIVERS AND REDUCED CHARGES and you return your Contract during the
Free Look Period you will not receive any amounts that we add as a credit, or
any gains on the amount credited, or bear any losses on the amounts credited,
(but if the credited amounts and gains on such amounts exceed 9% of your
Purchase Payments, we will refund the amount of the excess). You will receive
any Contract fees and charges that we deducted from the credited amounts. We
have applied to the Securities and Exchange Commission for an exemptive order to
change the amount you would receive if you return your Contract during the Free
Look Period. We can't be sure that the SEC will grant this order, but if it is
granted, you would not recieve any amounts that we add as a credit or Contract
fees and charges deducted from those amounts, but you would keep any gains or
bear any losses on the credited amounts. In some states we're required to refund
the Purchase Payments you've made (less any amount withdrawn). There are some
states that require us to return a different amount if you are replacing another
annuity contract or life insurance policy. For any Contract issued as an IRA
returned within 7 days after you receive it, we are required to return all
Purchase Payments (less any withdrawals made). For more information, see
APPENDIX A: STATE LAW VARIATIONS.
You'll find a complete description of the Free Look period and amount to be
refunded that applies to your Contract on the Contract's cover page, or on a
notice that accompanies your policy.
Your Purchase Payments will be allocated in accordance with your application or
your most recent allocation instructions.
PACIFIC LIFE AND THE SEPARATE ACCOUNT
PACIFIC LIFE
Pacific Life Insurance Company is a life insurance company that is based in
California. Along with our subsidiaries and affiliates, our operations include
life insurance, annuity, pension and institutional products, group employee
benefits, broker-dealer operations and investment and advisory services. As of
the end of 1999, we had $101 billion of individual life insurance in force and
total admitted assets of approximately $48.2 billion. We are ranked the 16th
largest life insurance carrier in the U.S. in terms of 1999 admitted assets.
28
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PACIFIC INNOVATIONS
The Pacific Life family of companies has total assets under management of $315
billion. We are authorized to conduct life insurance and annuity business in the
District of Columbia and all states except New York. Our principal office is
located at 700 Newport Center Drive, Newport Beach, California 92660.
We were originally organized on January 2, 1868, under the name "Pacific Mutual
Life Insurance Company of California" and reincorporated as "Pacific Mutual Life
Insurance Company" on July 22, 1936. On September 1, 1997, we converted from a
mutual life insurance company to a stock life insurance company ultimately
controlled by a mutual holding company and were authorized by California
regulatory authorities to change our name to Pacific Life Insurance Company.
Pacific Life is a subsidiary of Pacific LifeCorp, a holding company, which, in
turn, is a subsidiary of Pacific Mutual Holding Company, a mutual holding
company. Under their respective charters, Pacific Mutual Holding Company must
always hold at least 51% of the outstanding voting stock of Pacific LifeCorp,
and Pacific LifeCorp must always own 100% of the voting stock of Pacific Life.
Owners of Pacific Life's annuity contracts and life insurance policies have
certain membership interests in Pacific Mutual Holding Company, consisting
principally of the right to vote on the election of the Board of Directors of
the mutual holding company and on other matters, and certain rights upon
liquidation or dissolutions of the mutual holding company.
Our subsidiary, Pacific Select Distributors, Inc. ("PSD", formerly Pacific
Mutual Distributors, Inc.), serves as the principal underwriter (distributor)
for the Contracts. PSD is located at 700 Newport Center Drive, Newport Beach,
California 92660. We and PSD enter into selling agreements with broker-dealers,
under which such broker-dealers act as agents of us and PSD in the sale of the
Contracts.
We may provide you with reports of our ratings both as an insurance company and
as to our claims-paying ability with respect to our General Account assets. The
SAI presents more details about these ratings.
SEPARATE ACCOUNT A
Separate Account A was established on September 7, 1994 as a separate account of
ours, and is registered with the SEC under the 1940 Act, as a type of investment
company called a "unit investment trust."
Obligations arising under your Contract are our general corporate obligations.
We are also the legal owner of the assets in the Separate Account. Assets of the
Separate Account attributed to the reserves and other liabilities under the
Contract and other contracts issued by us that are supported by the Separate
Account may not be charged with liabilities arising from any of our other
business; any income, gain or loss (whether or not realized) from the assets of
the Separate Account are credited to or charged against the Separate Account
without regard to our other income, gain or loss.
We may invest money in the Separate Account in order to commence its operations
and for other purposes, but not to support contracts other than variable annuity
contracts. A portion of the Separate Account's assets may include accumulations
of charges we make against the Separate Account and investment results of assets
so accumulated. These additional assets are ours and we may transfer them to our
General Account at any time; however, before making any such transfer, we will
consider any possible adverse impact the transfer might have on the Separate
Account. Subject to applicable law, we reserve the right to transfer our assets
in the Separate Account to our General Account.
The Separate Account is not the sole investor in the Fund. Investment in the
Fund by other separate accounts in connection with variable annuity and variable
life insurance contracts may create conflicts. See the accompanying Prospectus
and the SAI for the Fund for more information.
29
<PAGE>
PACIFIC INNOVATIONS
FINANCIAL HIGHLIGHTS
The table below is designed to help you understand how the Variable Investment
Options have performed. It shows the value of a Subaccount Unit at the beginning
and end of each period, as well as the number of Subaccount Units at the end of
each period. A Subaccount Unit is also called an ACCUMULATION UNIT.
The information in the table for the period ended December 31, 1999 is included
in the financial statements of Separate Account A which have been audited by
Deloitte & Touche LLP, independent auditors. You should read the table in
conjunction with the financial statements for Separate Account A, which are
included in its annual report dated as of December 31, 1999. The information is
for periods before the Contract was available and the Units and Unit Values do
not support the Contract; but relates to other variable annuity Contracts.
<TABLE>
<CAPTION>
1999 1998 1997 1996
<S> <C> <C> <C> <C>
AGGRESSIVE EQUITY(1)
Subaccount Unit Value at beginning of period $12.19 $10.92 $10.67 $10.00
Subaccount Unit Value as of December 31 $15.31 $12.19 $10.92 $10.67
Number of Subaccount Units outstanding at end of period 11,134,505 5,808,703 1,711,363 387,987
- ----------------------------------------------------------------------------------------------------------------------
EMERGING MARKETS(1)
Subaccount Unit Value at beginning of period $6.70 $9.28 $9.57 $10.00
Subaccount Unit Value as of December 31 $10.14 $6.70 $9.28 $9.57
Number of Subaccount Units outstanding at end of period 6,758,343 3,975,851 1,342,086 240,607
- ----------------------------------------------------------------------------------------------------------------------
SMALL-CAP EQUITY (formerly Growth)(2)
Subaccount Unit Value at beginning of period $17.98 N/A N/A N/A
Subaccount Unit Value as of December 31 $23.01 N/A N/A N/A
Number of Subaccount Units outstanding at end of period 837,054 N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------------------
EQUITY(3)
Subaccount Unit Value at beginning of period $18.85 $14.68 $12.59 $10.00
Subaccount Unit Value as of December 31 $25.76 $18.85 $14.68 $12.59
Number of Subaccount Units outstanding at end of period 13,292,054 6,695,038 1,983,738 453,223
- ----------------------------------------------------------------------------------------------------------------------
MULTI-STRATEGY(3)
Subaccount Unit Value at beginning of period $15.17 $13.01 $11.03 $10.00
Subaccount Unit Value as of December 31 $16.01 $15.17 $13.01 $11.03
Number of Subaccount Units outstanding at end of period 12,744,327 8,073,603 1,830,504 294,936
- ----------------------------------------------------------------------------------------------------------------------
EQUITY INCOME(3)
Subaccount Unit Value at beginning of period $18.10 $14.78 $11.66 $10.00
Subaccount Unit Value as of December 31 $20.22 $18.10 $14.78 $11.66
Number of Subaccount Units outstanding at end of period 26,156,874 14,764,834 4,189,318 743,123
- ----------------------------------------------------------------------------------------------------------------------
GROWTH LT(3)
Subaccount Unit Value at beginning of period $19.84 $12.71 $11.61 $10.00
Subaccount Unit Value as of December 31 $38.74 $19.84 $12.71 $11.61
Number of Subaccount Units outstanding at end of period 24,739,519 10,966,264 3,826,332 950,317
- ----------------------------------------------------------------------------------------------------------------------
MID-CAP VALUE(4)
Subaccount Unit Value at beginning of period $10.00 N/A N/A N/A
Subaccount Unit Value as of December 31 $10.38 N/A N/A N/A
Number of Subaccount Units outstanding at end of period 3,539,541 N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------------------
EQUITY INDEX(3)
Subaccount Unit Value at beginning of period $19.88 $15.69 $11.97 $10.00
Subaccount Unit Value as of December 31 $23.64 $19.88 $15.69 $11.97
Number of Subaccount Units outstanding at end of period 28,123,841 15,518,412 4,460,482 757,175
- ----------------------------------------------------------------------------------------------------------------------
SMALL-CAP INDEX(4)
Subaccount Unit Value at beginning of period $10.00 N/A N/A N/A
Subaccount Unit Value as of December 31 $11.77 N/A N/A N/A
Number of Subaccount Units outstanding at end of period 3,538,845 N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------------------
REIT(4)
Subaccount Unit Value at beginning of period $10.00 N/A N/A N/A
Subaccount Unit Value as of December 31 $9.86 N/A N/A N/A
Number of Subaccount Units outstanding at end of period 1,859,366 N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------------------
INTERNATIONAL VALUE (formerly International)(3)
Subaccount Unit Value at beginning of period $13.29 $12.76 $11.84 $10.00
Subaccount Unit Value as of December 31 $16.10 $13.29 $12.76 $11.84
Number of Subaccount Units outstanding at end of period 30,366,865 15,066,242 5,292,436 1,312,817
- ----------------------------------------------------------------------------------------------------------------------
GOVERNMENT SECURITIES(3)
Subaccount Unit Value at beginning of period $11.80 $10.95 $10.14 $10.00
Subaccount Unit Value as of December 31 $11.41 $11.80 $10.95 $10.14
Number of Subaccount Units outstanding at end of period 13,720,231 4,543,208 1,506,839 673,682
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
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PACIFIC INNOVATIONS
<TABLE>
<CAPTION>
1999 1998 1997 1996
<S> <C> <C> <C> <C>
MANAGED BOND(3)
Subaccount Unit Value at beginning of period $11.99 $11.14 $10.27 $10.00
Subaccount Unit Value as of December 31 $11.60 $11.99 $11.14 $10.27
Number of Subaccount Units outstanding at end of period 31,653,501 16,897,325 4,434,069 742,041
- ----------------------------------------------------------------------------------------------------------------------
MONEY MARKET(3)
Subaccount Unit Value at beginning of period $11.16 $10.75 $10.36 $10.00
Subaccount Unit Value as of December 31 $11.55 $11.16 $10.75 $10.36
Number of Subaccount Units outstanding at end of period 27,967,969 14,823,792 3,041,495 1,478,808
- ----------------------------------------------------------------------------------------------------------------------
HIGH YIELD BOND(3)
Subaccount Unit Value at beginning of period $11.95 $11.83 $10.96 $10.00
Subaccount Unit Value as of December 31 $12.13 $11.95 $11.83 $10.96
Number of Subaccount Units outstanding at end of period 11,078,968 7,396,859 2,702,260 630,637
- ----------------------------------------------------------------------------------------------------------------------
LARGE-CAP VALUE(4)
Subaccount Unit Value at beginning of period $10.00 N/A N/A N/A
Subaccount Unit Value as of December 31 $10.99 N/A N/A N/A
Number of Subaccount Units outstanding at end of period 5,648,927 N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Subaccount began operations on April 17, 1996.
(2) This Subaccount began operations on October 1, 1999.
(3) This Subaccount began operations on January 2, 1996.
(4) This Subaccount began operations on January 4, 1999.
31
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PACIFIC INNOVATIONS
FEDERAL TAX STATUS
THE FOLLOWING SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES IS BASED ON OUR
UNDERSTANDING OF CURRENT TAX LAWS AND REGULATIONS, WHICH MAY BE CHANGED BY
LEGISLATIVE, JUDICIAL OR ADMINISTRATIVE ACTION. THE SUMMARY IS GENERAL IN NATURE
AND IS NOT INTENDED AS TAX ADVICE. MOREOVER, IT DOES NOT CONSIDER ANY APPLICABLE
STATE OR LOCAL TAX LAWS. WE DO NOT MAKE ANY GUARANTEE REGARDING THE TAX STATUS,
FEDERAL, STATE OR LOCAL, OF ANY CONTRACT OR ANY TRANSACTION INVOLVING THE
CONTRACTS. ACCORDINGLY, YOU SHOULD CONSULT A QUALIFIED TAX ADVISER FOR COMPLETE
INFORMATION AND ADVICE BEFORE PURCHASING A CONTRACT.
The following rules generally do not apply to variable annuity contracts held by
or for non-natural persons (e.g., corporations) unless such an entity holds the
contract as nominee for a natural person. If a contract is not owned or held by
a natural person or a nominee for a natural person, the contract generally will
not be treated as an "annuity" for tax purposes, meaning that the contract owner
will be taxed currently on annual increases in Contract Value at ordinary income
rates unless some other exception applies.
Section 72 of the Code governs the taxation of annuities in general, and we
designed the Contracts to meet the requirements of Section 72 of the Code. We
believe that, under current law, the Contract will be treated as an annuity for
federal income tax purposes if the Contract Owner is a natural person or an
agent for a natural person, and that we (as the issuing insurance company), and
not the Contract Owner(s), will be treated as the owner of the investments
underlying the Contract. Accordingly, generally no tax should be payable by you
as a Contract Owner as a result of any increase in Contract Value until you
receive money under your Contract. You should, however, consider how amounts
will be taxed when you do receive them. The following discussion assumes that
your Contract will be treated as an annuity for federal income tax purposes.
Section 817(h) of the Code provides that the investments underlying a variable
annuity must satisfy certain diversification requirements. Details on these
diversification requirements appear in the Fund's SAI. We believe the underlying
Variable Investment Options for the Contract meet these requirements. In
connection with the issuance of temporary regulations relating to
diversification requirements under Section 817(h), the Treasury Department
announced that such regulations do not provide guidance concerning the extent to
which you may direct your investments to particular divisions of a separate
account. Such guidance may be included in regulations or revenue rulings under
Section 817(d) relating to the definition of a variable contract. Because of
this uncertainty, we reserve the right to make such changes as we deem necessary
or appropriate to ensure that your Contract continues to qualify as an annuity
for tax purposes. Any such changes will apply uniformly to affected Contract
Owners and will be made with such notice to affected Contract Owners as is
feasible under the circumstances.
TAXES PAYABLE BY CONTRACT OWNERS: GENERAL RULES
THESE GENERAL RULES APPLY TO NON-QUALIFIED CONTRACTS. AS DISCUSSED BELOW,
HOWEVER, TAX RULES MAY DIFFER FOR QUALIFIED CONTRACTS AND YOU SHOULD CONSULT A
QUALIFIED TAX ADVISER IF YOU ARE PURCHASING A QUALIFIED CONTRACT.
Distributions of net investment income or capital gains that each Subaccount
receives from its corresponding Portfolio are automatically reinvested in such
Portfolio unless we, on behalf of the Separate Account, elect otherwise. As
noted above, you will be subject to federal income taxes on the investment
income from your Contract only when it is distributed to you.
MULTIPLE CONTRACTS
All Non-Qualified contracts that are issued by us, or our affiliates, to the
same Owner during any calendar year are treated as one contract for purposes of
determining the amount includible in gross income under Code Section 72(e).
Further, the Treasury Department has specific authority to issue regulations
that prevent the avoidance of Section 72(e) through the serial purchase of
contracts or otherwise.
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PACIFIC INNOVATIONS
TAXES PAYABLE ON WITHDRAWALS
Amounts you withdraw before annuitization, including amounts withdrawn from your
Contract Value in connection with partial withdrawals for payment of any charges
and fees, will be treated first as taxable income to the extent that your
Contract Value exceeds the aggregate of your Purchase Payments (reduced by
non-taxable amounts previously received), and then as non-taxable recovery of
your Purchase Payments.
The assignment or pledge of (or agreement to assign or pledge) the value of the
Contract for a loan will be treated as a withdrawal subject to these rules.
Moreover, all annuity contracts issued to you in any given calendar year by us
and any of our affiliates are treated as a single annuity contract for purposes
of determining whether an amount is subject to tax under these rules. The Code
further provides that the taxable portion of a withdrawal or other distribution
may be subject to a penalty tax equal to 10% of that taxable portion unless the
withdrawal is: (1) made on or after the date you reach age 59 1/2, (2) made by a
Beneficiary after your death, (3) attributable to you becoming disabled, or
(4) in the form of level annuity payments under a lifetime annuity.
TAXES PAYABLE ON ANNUITY PAYMENTS
A portion of each annuity payment you receive under a Contract generally will be
treated as a partial recovery of Purchase Payments (as used here, "Purchase
Payments" means the aggregate Purchase Payments less any amounts that were
previously received under the Contract but not included in income) and will not
be taxable. (In certain circumstances, subsequent modifications to an
initially-established payment pattern may result in the imposition of a penalty
tax.) The remainder of each annuity payment will be taxed as ordinary income.
However, after the full amount of aggregate Purchase Payments has been
recovered, the full amount of each annuity payment will be taxed as ordinary
income. Exactly how an annuity payment is divided into taxable and non-taxable
portions depends on the period over which annuity payments are expected to be
received, which in turn is governed by the form of annuity selected and, where a
lifetime annuity is chosen, by the life expectancy of the Annuitant(s) or
payee(s). Such a payment may also be subject to a penalty tax.
Should the death of a Contract Owner cause annuity payments to cease before
Purchase Payments have been fully recovered, a deduction may be allowed on the
final tax return for the unrecovered Purchase Payments; however, if any
remaining annuity payments are made to a Beneficiary, the Beneficiary will
recover the balance of the Purchase Payments as payments are made. IRC Section
72(b)(3)(A) or (B) or (C).
Generally, the same tax rules apply to amounts received by the Beneficiary as
those set forth above, except that the early withdrawal penalty tax does not
apply. Thus, any annuity payments or lump sum withdrawal will be divided into
taxable and non-taxable portions. If the Contract Owner or Annuitant dies and
within sixty days after the date on which a lump sum death benefit first becomes
payable the designated recipient elects to receive annuity payments in lieu of
the lump sum death benefit, then the designated recipient will not be treated
for tax purposes as having received the lump sum death benefit in the tax year
it first becomes payable. Rather, in that case, the designated recipient will be
taxed on the annuity payments as they are received.
Any amount payable upon the Contract Owner's death, whether before or after the
Annuity Date, will be included in the estate of the Contract Owner for federal
estate tax purposes. In addition, designation of a Beneficiary who either is
37 1/2 or more years younger than a Contract Owner or is a grandchild of a
Contract Owner may have Generation Skipping Transfer Tax consequences under
section 2601 of the Code.
Generally, gifts of non-tax qualified contracts prior to the annuity start date
will trigger tax on the gain on the contract, with the donee getting a
stepped-up basis for the amount included in the donor's income. The 10% penalty
tax and gift tax also may be applicable. This provision does not apply to
transfers between spouses or incident to a divorce.
QUALIFIED CONTRACTS
The Contracts are available to a variety of Qualified Plans. Tax restrictions
and consequences for Contracts under each type of Qualified Plan differ from
each other and from those for Non-Qualified Contracts. In addition, individual
Qualified Plans may have terms and conditions that impose additional rules.
Therefore, no attempt is made herein to
33
<PAGE>
PACIFIC INNOVATIONS
provide more than general information about the use of the Contract with the
various types of Qualified Plans. Participants under such Qualified Plans, as
well as Contract Owners, Annuitants and Beneficiaries, are cautioned that the
rights of any person to any benefits under such Qualified Plans may be subject
to the terms and conditions of the Plans themselves or limited by applicable
law, regardless of the terms and conditions of the Contract issued in connection
therewith.
THE FOLLOWING IS ONLY A GENERAL DISCUSSION ABOUT TYPES OF QUALIFIED PLANS FOR
WHICH THE CONTRACTS ARE AVAILABLE. WE ARE NOT THE ADMINISTRATOR OF ANY QUALIFIED
PLAN. THE PLAN ADMINISTRATOR AND/OR CUSTODIAN, WHICHEVER IS APPLICABLE, (BUT NOT
US) IS RESPONSIBLE FOR ALL PLAN ADMINISTRATIVE DUTIES INCLUDING, BUT NOT LIMITED
TO, NOTIFICATION OF DISTRIBUTION OPTIONS, DISBURSEMENT OF PLAN BENEFITS,
COMPLIANCE REGULATORY REQUIREMENTS AND FEDERAL AND STATE TAX REPORTING OF
INCOME/DISTRIBUTIONS FROM THE PLAN TO PLAN PARTICIPANTS AND, IF APPLICABLE,
BENEFICIARIES OF PLAN PARTICIPANTS AND IRA CONTRIBUTIONS FROM PLAN PARTICIPANTS.
OUR ADMINISTRATIVE DUTIES ARE LIMITED TO ADMINISTRATION OF THE CONTRACT AND ANY
DISBURSEMENTS OF ANY CONTRACT BENEFITS TO THE OWNER, ANNUITANT, OR BENEFICIARY
OF THE CONTRACT, AS APPLICABLE. OUR TAX REPORTING RESPONSIBILITY IS LIMITED TO
FEDERAL AND STATE TAX REPORTING OF INCOME/DISTRIBUTIONS TO THE APPLICABLE PAYEE
AND IRA CONTRIBUTIONS FROM THE OWNER OF A CONTRACT, AS RECORDED ON OUR BOOKS AND
RECORDS. THE QUALIFIED PLAN (THE PLAN ADMINISTRATOR OR THE CUSTODIAN) IS
REQUIRED TO PROVIDE US WITH INFORMATION REGARDING INDIVIDUALS WITH SIGNATORY
AUTHORITY ON THE CONTRACT(S) OWNED. IF YOU ARE PURCHASING A QUALIFIED CONTRACT,
YOU SHOULD CONSULT WITH YOUR PLAN ADMINISTRATOR AND/OR A QUALIFIED TAX ADVISER.
YOU SHOULD ALSO CONSULT WITH YOUR TAX ADVISER AND/OR PLAN ADMINISTRATOR BEFORE
YOU WITHDRAW ANY PORTION OF YOUR CONTRACT VALUE.
INDIVIDUAL RETIREMENT ANNUITIES ("IRAS")
Recent federal tax legislation has expanded the type of IRAs available to
individuals for tax deferred retirement savings: In addition to "traditional"
IRAs established under Code Section 408, there are Roth IRAs governed by Code
Section 408A and SIMPLE IRAs established under Code Section 408(p).
Contributions to each of these types of IRAs are subject to differing
limitations. In addition, distributions from each type of IRA are subject to
differing restrictions. The following is a very general description of each type
of IRA and other Qualified Plans:
TRADITIONAL IRAS
Traditional IRAs are subject to limitations on the amount that may be
contributed, the persons who may be eligible, and on the time when distributions
must commence. Depending upon the circumstances of the individual, contributions
to a traditional IRA may be made on a deductible or non-deductible basis.
Failure to make mandatory distributions may result in imposition of a 50%
penalty tax on any difference between the required distribution amount and the
amount actually distributed. A 10% penalty tax is imposed on the amount
includable in gross income from distributions that occur before you attain age
59 1/2 and that are not made on account of death or disability, with certain
exceptions. These exceptions include distributions that are part of a series of
substantially equal periodic payments made over your life (or life expectancy)
or the joint lives (or joint life expectancies) of you and your Designated
Beneficiary. Distributions of minimum amounts specified by the Code must
commence by April 1 of the calendar year following the calendar year in which
you attain age 70 1/2. Additional distribution rules apply after your death.
You may rollover funds from certain existing Qualified Plans (such as proceeds
from existing insurance policies, annuity contracts or securities) into your
traditional IRA if those funds are in cash; this will require you to liquidate
any value accumulated under the existing Qualified Plan. Mandatory withholding
of 20% may apply to any rollover distribution from your existing Qualified Plan
if the distribution is not transferred directly to your Traditional IRA; to
avoid this withholding you should have cash transferred directly from the
insurance company or plan trustee to your traditional IRA. Similar limitations
and tax penalties apply to tax sheltered annuities, government plans, 401(k)
plans, and pension and profit-sharing plans.
SIMPLE IRAS
The Small Business Job Protection Act of 1996 created a new retirement plan, the
Savings Incentive Match Plan for Employees of Small Employers ("SIMPLE Plans").
Depending upon the SIMPLE Plan, employers may make the plan
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contributions into a SIMPLE retirement account established by each eligible
participant. Like other Qualified Plans, a 10% penalty tax is imposed on certain
distributions that occur before you attain age 59 1/2. In addition, the penalty
tax is increased to 25% for amounts received during the 2-year period beginning
on the date any individual first participated in any qualified salary reduction
arrangement maintained by the individual's employer under Code Section
408(p)(2). Contributions to a SIMPLE IRA may be either salary deferral
contributions or employer contributions. Distributions from a SIMPLE IRA may be
rolled over to another SIMPLE IRA tax free or may be eligible for tax free
rollover to a traditional IRA after a required two year period. A distribution
from a SIMPLE IRA, however, is never eligible to be rolled over to a retirement
plan qualified under Code Section 401 or a Section 403(b) annuity contract.
ROTH IRAS
Section 408A of the Code permits eligible individuals to establish a Roth IRA.
Contributions to a Roth IRA are not deductible, but withdrawals of amounts
contributed and the earnings thereon that meet certain requirements are not
subject to federal income tax. In general, Roth IRAs are subject to limitations
on the amount that may be contributed and the persons who may be eligible to
contribute and are subject to certain required distribution rules on the death
of the Contract Owner. Unlike a traditional IRA, Roth IRAs are not subject to
minimum required distribution rules during the Contract Owner's lifetime.
Generally, however, the amount remaining in a Roth IRA must be distributed by
the end of the fifth year after the death of the Contract Owner/Annuitant or
distributed over the life expectancy of the Designated Beneficiary. Beginning in
1998, the owner of a traditional IRA may convert a traditional IRA into a Roth
IRA under certain circumstances. The conversion of a traditional IRA to a Roth
IRA will subject the amount of the converted traditional IRA to federal income
tax. Anyone considering the purchase of a Qualified Contract as a Roth IRA or a
"conversion" Roth IRA should consult with a qualified tax adviser.
TAX SHELTERED ANNUITIES ("TSAS")
Section 403(b) of the Code permits public school systems and certain tax-exempt
organizations to adopt annuity plans for their employees; Purchase Payments made
on Contracts purchased for these employees are excludable from the employees'
gross income (subject to maximum contribution limits). Distributions under these
Contracts must comply with certain limitations as to timing, or result in tax
penalties.
GOVERNMENT PLANS
Section 457 of the Code permits employees of a state or local government (or of
certain other tax-exempt entities) to defer compensation through an eligible
government plan. Contributions to a Contract in connection with an eligible
government plan are subject to limitations.
401(k) PLANS; PENSION AND PROFIT-SHARING PLANS
Qualified Employer plans may be established by eligible employers for certain
eligible employees under Sections 401(a) and 401(k) of the Code. Contributions
to these plans are subject to certain limitations.
LOANS
Certain Owners of Qualified Contracts may borrow against their Contracts;
otherwise loans from us are not permitted. If yours is a Qualified Contract
issued under Section 401 or 403 of the Code AND the terms of your Qualified Plan
permit, you may request a loan from us, using your Contract Value as your only
security.
TAX AND LEGAL MATTERS
The tax and ERISA rules relating to Contract loans are complex and in many cases
unclear. For these reasons, and because the rules vary depending on the
individual circumstances of each Contract, WE URGE YOU TO CONSULT WITH A
QUALIFIED TAX ADVISER PRIOR TO EFFECTING ANY LOAN TRANSACTION UNDER YOUR
CONTRACT.
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Generally interest paid on your loan under a 401 plan or 403(b) tax-sheltered
annuity will be considered non-deductible "personal interest" under Section
163(h) of the Code, to the extent the loan comes from and is secured by your
pre-tax contributions, even if the proceeds of your loan are used to acquire
your principal residence.
We may change these loan provisions to reflect changes in the Code or
interpretations thereof.
LOAN PROCEDURES
Your loan request must be submitted on our Loan Agreement Form. You may submit a
loan request at any time after your first Contract Anniversary and before your
Annuity Date; however, before requesting a new loan, you must wait thirty days
after the last payment of a previous loan. If approved, your loan will usually
be effective as of the end of the Business Day on which we receive all necessary
documentation in proper form. We will normally forward proceeds of your loan to
you within seven calendar days after the effective date of your loan.
In order to secure your loan, on the effective date of your loan, we will
transfer an amount equal to the principal amount of your loan into an account
called the "Loan Account." To make this transfer, we will transfer amounts
proportionately from your Investment Options based on your Account Value in each
Investment Option.
As your loan is repaid, a portion, corresponding to the amount of the repayment
of any amount then held as security for your loan, will be transferred from the
Loan Account back into your Investment Options relative to your current
allocation instructions.
LOAN TERMS
You may have only one loan outstanding at any time. The minimum loan amount is
$1,000, subject to certain state limitations. Your Contract Debt at the
effective date of your loan may not exceed the LESSER of:
- 50% of your Contract Value; and
- $50,000 less your highest outstanding Contract Debt during the 12-month
period immediately preceding the effective date of your loan.
You should refer to the terms of your particular Qualified Plan for any
additional loan restrictions. If you have other loans outstanding pursuant to
other Qualified Plans, the amount you may borrow may be further restricted. We
are not responsible for making any determinations (including loan amounts
permitted) or any interpretations with respect to your Qualified Plan.
QUALIFIED PLAN (NOT SUBJECT TO TITLE I OF ERISA)
If your Qualified Plan is not subject to Title I of ERISA regulations, you will
be charged interest on your Contract Debt at a fixed annual rate equal to 5%.
The amount held in the Loan Account to secure your loan will earn a return equal
to an annual rate of 3%.
QUALIFIED PLAN (SUBJECT TO TITLE I OF ERISA)
If your Qualified Plan is subject to Title I of ERISA regulations, you will be
charged interest on your Contract Debt at a fixed annual rate, set at the time
the loan is made, equal to the higher of (a) Moody's Corporate Bond Yield
Average-Monthly Average Corporates (the "Moody's Rate"), as published by Moody's
Investors Service, Inc., or its successor, for the most recently available
calendar month, or (b) 5%. In the event that the Moody's Rate is no longer
available, we may substitute a substantially similar average rate, subject to
compliance with applicable state regulations. The amount held in the Loan
Account to secure your loan will earn a return equal to an annual rate that is
two percentage points lower than the annual rate of interest charged on your
Contract Debt.
Interest charges accrue on your Contract Debt daily, beginning on the effective
date of your loan. Interest earned on the Loan Account Value accrue daily
beginning on the day following the effective date of the loan, and those
earnings will be transferred once a year to your Investment Options in
accordance with your current allocation instructions.
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PACIFIC INNOVATIONS
REPAYMENT TERMS
Your loan, including principal and accrued interest, generally must be repaid in
quarterly installments. An installment will be due in each quarter on the date
corresponding to the effective date of your loan, beginning with the first such
date following the effective date of your loan.
EXAMPLE: On May 1, we receive your loan request, and your loan is
effective. Your first quarterly payment will be due on August 1.
Adverse tax consequences may result if you fail to meet the repayment
requirements for your loan. You must repay principal and interest of any loan in
substantially equal payments over the term of the loan. Generally, the term of
the loan will be five years from the effective date of the loan; however, if you
have certified to us that your loan proceeds are to be used to acquire a
principal residence for yourself, you may request a loan term of 30 years. In
either case, however, you must repay your loan prior to your Annuity Date. If
you elect to annuitize (or withdraw) your Net Contract Value while you have an
outstanding loan, we will deduct any Contract Debt from your Contract Value at
the time of the annuitization (or withdrawal) to repay the Contract Debt.
You may prepay your entire loan at any time; if you do so, we will bill you for
any unpaid interest that has accrued through the date of payoff. Your loan will
be considered repaid only when the interest due has been paid. Subject to any
necessary approval of state insurance authorities, while you have Contract Debt
outstanding, we will treat all payments you send us as Purchase Payments unless
you specifically indicate that your payment is a loan repayment or include your
loan stub with your payment. To the extent allowed by law, any loan repayments
in excess of the amount then due will be applied to the principal balance of
your loan. Such repayments will not change the due dates or the periodic
repayment amount due for future periods. If a loan repayment is in excess of the
principal balance of your loan, any excess repayment will be refunded to you.
Repayments we receive that are less than the amount then due will be returned to
you, unless otherwise required by law.
If we have not received your full payment by its due date, we will declare the
entire remaining loan balance in default. At that time, we will send written
notification of the amount needed to bring the loan back to a current status.
You will have sixty (60) days from the date on which the loan was declared in
default (the "grace period") to make the required payment.
If the required payment is not received by the end of the grace period, the
defaulted loan balance plus accrued interest and any withdrawal charge will be
withdrawn from your Contract Value, IF AMOUNTS UNDER YOUR CONTRACT ARE ELIGIBLE
FOR DISTRIBUTION. In order for an amount to be eligible for distribution from a
Qualified Plan you must meet one of six triggering events. They are: attainment
of age 59 1/2; separation from service; death; disability; plan termination; and
financial hardship. If those amounts are not eligible for distribution, the
defaulted loan balance plus accrued interest and any withdrawal charge will be
considered a Deemed Distribution and will be withdrawn when such Contract Values
become eligible. In either case, the Distribution or the Deemed Distribution
will be considered a CURRENTLY TAXABLE EVENT, and may be subject to federal tax
withholding, the withdrawal charge and the federal early withdrawal penalty tax.
If there is a Deemed Distribution under your Contract and to the extent allowed
by law, any future withdrawals will first be applied as repayment of the
defaulted Contract Debt, including accrued interest and charges for applicable
taxes. Any amounts withdrawn and applied as repayment of Contract Debt will
first be withdrawn from your Loan Account, and then from your Investment Options
on a proportionate basis relative to the Account Value in each Investment
Option. If you have an outstanding loan that is in default, the defaulted
Contract Debt will be considered a withdrawal for the purpose of calculating any
Death Benefit Amount and/or Guaranteed Minimum Death Benefit.
The terms of any such loan are intended to qualify for the exception in Code
Section 72(p)(2) so that the distribution of the loan proceeds will not
constitute a distribution that is taxable to you. To that end, these loan
provisions will be interpreted to ensure and maintain such tax qualification,
despite any other provisions to the contrary. We reserve the right to amend your
Contract to reflect any clarifications that may be needed or are appropriate to
maintain such tax qualification or to conform any terms of our loan arrangement
with you to any applicable changes in the tax qualification requirements. We
will send you a copy of any such amendment. If you refuse such an amendment, it
may result in adverse tax consequences to you.
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PACIFIC INNOVATIONS
WITHHOLDING
Unless you elect to the contrary, any amounts you receive under your Contract
that are attributable to investment income will be subject to withholding to
meet federal and state income tax obligations. The rate of withholding on
annuity payments made to you will be determined on the basis of the withholding
information you provide to us with your application. If you do not provide us
with required withholding information, we will withhold, from every withdrawal
from your Contract and from every annuity payment to you, the appropriate
percentage of the taxable amount of the payment. Please call us at
1-800-722-2333 with any questions about the required withholding information.
For purposes of determining your withholding rate on annuity payments, you will
be treated as a married person with three exemptions. The rate of withholding on
all other payments made to you under your Contract, such as amounts you receive
upon withdrawals, will be 10%, unless otherwise specified by the Code.
Generally, there will be no withholding for taxes until you actually receive
payments under your Contract.
Distributions from a Contract under a Qualified Plan (not including an
individual retirement annuity subject to Code Section 408 or Code Section 408A)
to an employee, surviving spouse, or former spouse who is an alternate payee
under a qualified domestic relations order, in the form of a lump sum settlement
or periodic annuity payments for a fixed period of fewer than 10 years are
subject to mandatory income tax withholding of 20% of the taxable amount of the
distribution, unless (1) the distributee directs the transfer of such amounts in
cash to another Qualified Plan or a Traditional IRA; or (2) the payment is a
minimum distribution required under the Code. The taxable amount is the amount
of the distribution less the amount allocable to after-tax contributions. All
other types of taxable distributions are subject to withholding unless the
distributee elects not to have withholding apply.
Certain states have indicated that pension and annuity withholding will apply to
payments made to residents. Generally, an election out of federal withholding
will also be considered an election out of state withholding.
IMPACT OF FEDERAL INCOME TAXES
In general, in the case of Non-Qualified Contracts if you expect to accumulate
your Contract Value over a relatively long period of time without making
significant withdrawals, there should be tax advantages, regardless of your tax
bracket, in purchasing such a Contract rather than, for example, a mutual fund
with a similar investment policy and approximately the same level of expected
investment results. This is because little or no income taxes are incurred by
you or by us while you are participating in the Subaccounts, and it is generally
advantageous to defer the payment of income taxes, so that the investment return
is compounded without any deduction for income taxes. The advantage will be
greater if you decide to liquidate your Contract Value in the form of monthly
annuity payments after your retirement, or if your tax rate is lower at that
time than during the period that you held the Contract, or both.
TAXES ON PACIFIC LIFE
Although the Separate Account is registered as an investment company, it is not
a separate taxpayer for purposes of the Code. The earnings of the Separate
Account are taxed as part of our operations. No charge is made against the
Separate Account for our federal income taxes (excluding the charge for premium
taxes), but we will review, periodically, the question of charges to the
Separate Account or your Contract for such taxes. Such a charge may be made in
future years for any federal income taxes that would be attributable to the
Separate Account or to our operations with respect to your Contract, or
attributable, directly or indirectly, to Purchase Payments on your Contract.
Under current law, we may incur state and local taxes (in addition to premium
taxes) in several states. At present, these taxes are not significant and they
are not charged against the Contract or the Separate Account. If there is a
material change in applicable state or local tax laws, the imposition of any
such taxes upon us that are attributable to the Separate Account or to our
operations with respect to your Contract may result in a corresponding charge
against the Separate Account or your Contract.
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ADDITIONAL INFORMATION
VOTING RIGHTS
We are the legal owner of the shares of the Portfolios held by the Subaccounts.
We may vote on any matter voted on at Fund shareholders' meetings. However, our
current interpretations of applicable law requires us to vote the number of
shares attributable to your Variable Account Value (your "voting interest") in
accordance with your directions.
We will pass proxy materials on to you so that you have an opportunity to give
us voting instructions for your voting interest. You may provide your
instructions by proxy or in person at the shareholders' meeting. If there are
shares of a Portfolio held by a Subaccount for which we do NOT receive timely
voting instructions, we will vote those shares in the same proportion as all
other shares of that Portfolio held by that Subaccount for which we HAVE
received timely voting instructions. If we hold shares of a Portfolio in our
General Account, we will vote such shares in the same proportion as the total
votes cast for all of our separate accounts, including Separate Account A. We
will vote shares of any Portfolio held by our non-insurance affiliates in the
same proportion as the total votes for all separate accounts of ours and our
insurance affiliates.
We may elect, in the future, to vote shares of the Portfolios held in Separate
Account A in our own right if we are permitted to do so through a change in
applicable federal securities laws or regulations, or in their interpretation.
The number of Portfolio shares that form the basis for your voting interest is
determined as of the record date set by the Board of Trustees of the Fund. It is
equal to (a) your Contract Value allocated to the Subaccount corresponding to
that Portfolio, divided by (b) the net asset value per share of that Portfolio.
Fractional votes will be counted. We reserve the right, if required or permitted
by a change in federal regulations or their interpretation, to amend how we
calculate your voting interest.
After your Annuity Date, if you have selected a variable annuity, the voting
rights under your Contract will continue during the payout period of your
annuity, but the number of shares that form the basis for your voting interest,
as described above, will decrease throughout the payout period.
CHANGES TO YOUR CONTRACT
CONTRACT OWNER(S) AND CONTINGENT OWNER
You may change your Non-Qualified Contract at any time prior to your Annuity
Date to name a different Contract Owner or to add a Joint Owner, or to add or
change a Contingent Owner; if yours is a Qualified Contract, you must be the
ONLY Contract Owner. Your Contract cannot name more than two Contract Owners
(Joint Owners) and one Contingent Owner at any time. Any newly-named Contract
Owners, including Joint and/or Contingent Owners, must be under the age of 81 at
the time of change or addition. Joint ownership is in the form of a joint
tenancy. The Contract Owner(s) may make all decisions regarding the Contract,
including making allocation decisions and exercising voting rights. Transactions
under jointly owned Contracts require authorization from BOTH Contract Owners.
Transfer of Contract ownership may involve federal income tax consequences; you
should consult a qualified tax adviser before effecting such a transfer. A
change to joint Contract ownership is considered a transfer of ownership.
ANNUITANT AND CONTINGENT OR JOINT ANNUITANT
Your sole Annuitant cannot be changed, and Joint Annuitants cannot be added or
changed, once your Contract is issued. Certain changes may be permitted in
connection with Contingent Annuitants. See RETIREMENT BENEFITS AND OTHER
PAYOUTS - SELECTING YOUR ANNUITANT. There may be limited exceptions for certain
Qualified Contracts.
BENEFICIARIES
Your Beneficiary is the person(s) who may receive death benefits under your
Contract or any remaining annuity payments after the Annuity Date if the
Annuitant dies. You may change or remove your Beneficiary or add Beneficiaries
at any time prior to the death of the Annuitant or Owner, as applicable. If you
have named your Beneficiary irrevocably, you will need to obtain that
Beneficiary's consent before making any changes. Qualified Contracts may have
additional
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PACIFIC INNOVATIONS
restrictions on naming and changing Beneficiaries; for example, if your Contract
was issued in connection with a Qualified Plan subject to Title I of ERISA, your
spouse must either be your Beneficiary or consent to your naming of a different
Beneficiary. If you leave no surviving Beneficiary, your estate will receive any
death benefit proceeds under your Contract.
CHANGES TO ALL CONTRACTS
If, in the judgment of our management, continued investment by Separate Account
A in one or more of the Portfolios becomes unsuitable or unavailable, we may
seek to alter the Variable Investment Options available under the Contracts. We
do not expect that a Portfolio will become unsuitable, but unsuitability issues
could arise due to changes in investment policies, market conditions, or tax
laws, or due to marketing or other reasons.
Alterations of Variable Investment Options may take differing forms. We reserve
the right to substitute shares of any Portfolio that were already purchased
under any Contract (or shares that were to be purchased in the future under a
Contract) with shares of another Portfolio, shares of another investment company
or series of an investment company, or another investment vehicle. We may also
purchase, through a Subaccount, other securities for other series or other
classes of contracts, and may permit conversions or exchanges between series or
classes of contracts on the basis of Contract Owner requests. Required approvals
of the SEC and state insurance regulators will be obtained before any such
substitutions are effected, and you will be notified of any planned
substitution.
We may add new Subaccounts to Separate Account A, and any new Subaccounts may
invest in Portfolios or in other investment vehicles; availability of any new
Subaccounts to existing Contract Owners will be determined at our discretion. We
will notify you, and will comply with the filing or other procedures established
by applicable state insurance regulators, to the extent required by applicable
law. We also reserve the right, after receiving any required regulatory
approvals, to do any of the following:
- cease offering any Subaccount;
- add or change designated investment companies or their portfolios, or
other investment vehicles;
- add, delete or make substitutions for the securities and other assets
that are held or purchased by the Separate Account or any Variable
Account;
- permit conversion or exchanges between portfolios and/or classes of
contracts on the basis of Owners' requests;
- add, remove or combine Variable Accounts;
- combine the assets of any Variable Account with any other of our
separate accounts or of any of our affiliates;
- register or deregister Separate Account A or any Variable Account under
the 1940 Act;
- operate any Variable Account as a managed investment company under the
1940 Act, or any other form permitted by law;
- run any Variable Account under the direction of a committee, board, or
other group;
- restrict or eliminate any voting rights of Owners with respect to any
Variable Account or other persons who have voting rights as to any
Variable Account;
- make any changes required by the 1940 Act or other federal securities
laws;
- make any changes necessary to maintain the status of the Contracts as
annuities under the Code;
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PACIFIC INNOVATIONS
- make other changes required under federal or state law relating to
annuities;
- suspend or discontinue sale of the Contracts; and
- comply with applicable law.
INQUIRIES AND SUBMITTING FORMS AND REQUESTS
You may reach our service representatives at 1-800-722-2333 between the hours of
6:00 a.m. and 5:00 p.m., Pacific time.
Please send your forms and written requests or questions to:
Pacific Life Insurance Company
P.O. Box 7187
Pasadena, California 91109-7187
If you are submitting a purchase or other payment by mail, please send it, along
with your application if you are submitting one, to:
Pacific Life Insurance Company
P.O. Box 100060
Pasadena, California 91189-0060
If you are using an overnight delivery service to send payments, please send
them to:
Pacific Life Insurance Company
c/o FCNPC
1111 South Arroyo Parkway, First Floor
Pasadena, California 91105
The effective date of certain notices or of instructions is determined by the
date and time on which we "receive" the notice or instructions. We "receive"
this information only when it arrives, in proper form, at the correct mailing
address set out above. Please call us at 1-800-722-2333 if you have any
questions regarding which address you should use.
Purchase Payments after your initial Purchase Payment, loan requests, transfer
requests, loan repayments and withdrawal requests we receive before 4:00 p.m.
Eastern time will usually be effective on the same Business Day that we receive
them in "proper form," unless the transaction or event is scheduled to occur on
another day. Generally, whenever you submit any other form, notice or request,
your instructions will be effective on the next Business Day after we receive
them in "proper form" unless the transaction or event is scheduled to occur on
another day. "Proper form" means in a form satisfactory to us and may require,
among other things, a signature guarantee or other verification of authenticity.
We do not generally require a signature guarantee unless it appears that your
signature may have changed over time or the signature does not appear to be
yours; an executed application or confirmation of application, as applicable, in
proper form is not received by us; or, to protect you or us. Requests regarding
death benefits must be accompanied by both proof of death and instructions
regarding payment satisfactory to us. You should call your registered
representative or us if you have questions regarding the required form of a
request.
TELEPHONE AND ELECTRONIC TRANSACTIONS
After your "Free Look" period, you are automatically entitled to make certain
transactions by telephone or, to the extent available, electronically. You may
also authorize other people to make certain transaction requests by telephone or
to the extent available electronically by so indicating on the application or by
sending us instructions in writing in a form acceptable to us. We cannot
guarantee that you or any other person you authorize will always be able to
reach us to complete a telephone or electronic transaction; for example, all
telephone lines or our web-site may be busy during certain periods, such as
periods of substantial market fluctuations or other drastic economic or market
change, or telephones or the internet may be out of service during severe
weather conditions or other emergencies. Under these
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circumstances, you should submit your request in writing (or other form
acceptable to us). Transaction instructions we receive by telephone or
electronically before 4:00 p.m. Eastern time on any Business Day will usually be
effective on that day, and we will provide you confirmation of each telephone or
electronic transaction.
We have established procedures reasonably designed to confirm that instructions
communicated by telephone or electronically are genuine. These procedures may
require any person requesting a telephone or electronic transaction to provide
certain personal identification upon our request. We may also record all or part
of any telephone conversation with respect to transaction instructions. We
reserve the right to deny any transaction request made by telephone or
electronically. You are authorizing us to accept and to act upon instructions
received by telephone or electronically with respect to your Contract, and you
agree that, so long as we comply with our procedures, neither we, any of our
affiliates, nor the Fund, or any of their directors, trustees, officers,
employees or agents will be liable for any loss, liability, cost or expense
(including attorneys' fees) in connection with requests that we believe to be
genuine. This policy means that so long as we comply with our procedures, you
will bear the risk of loss arising out of the telephone and electronic
transaction privileges of your Contract. If a Contract has Joint Owners, each
Owner may individually make transaction requests by telephone.
ELECTRONIC DELIVERY AUTHORIZATION
You may authorize us to provide prospectuses, statements and other information
("documents") electronically by so indicating on the application, or by sending
us an electronic request to receive such documents electronically. You must have
internet access to use this service. While we impose no additional charge for
this service, there may be potential costs associated with electronic delivery,
such as on-line charges. Documents will be available on our Internet Web site.
You may access and print all documents provided through this service. As
documents become available, we will notify you of this by sending you an e-mail
message that will include instructions on how to retrieve the document. If our
e-mail notification is returned to us as "undeliverable," we will contact you to
obtain your updated e-mail address. If we are unable to obtain a valid e-mail
address for you, we will send a paper copy by regular U.S. mail to your address
of record. You may revoke your consent for electronic delivery at any time and
we will resume providing you with a paper copy of all required documents;
however, in order for us to be properly notified, your revocation must be given
to us a reasonable time before electronic delivery has commenced. We will
provide you with paper copies at any time upon request. Such request will not
constitute revocation of your consent to receive required documents
electronically.
TIMING OF PAYMENTS AND TRANSACTIONS
For withdrawals from the Variable Investment Options or for death benefit
payments attributable to your Variable Account Value, we will normally send the
proceeds within seven calendar days after your withdrawal request is effective
or after the Notice Date, as the case may be. Similarly, for transfers from the
Variable Investment Options, we will normally send the proceeds within seven
calendar days after your transfer (or exchange) request is effective. We will
normally effect periodic annuity payments on the day that corresponds to the
Annuity Date and will make payment on the following day. Payments or transfers
may be suspended for a longer period under certain extraordinary circumstances.
These include: a closing of the New York Stock Exchange other than on a regular
holiday or weekend; a trading restriction imposed by the SEC; or an emergency
declared by the SEC. For (i) withdrawals from the Fixed Option, (ii) death
benefit payments attributable to Fixed Option Value, or (iii) fixed periodic
annuity payments, payment of proceeds may be delayed for up to six months
(thirty days in West Virginia) after the request is effective. Similar delays
may apply to loans and transfers from the Fixed Option. See THE GENERAL ACCOUNT
for more details.
CONFIRMATIONS, STATEMENTS AND OTHER REPORTS TO CONTRACT OWNERS
Confirmations will be sent out for unscheduled Purchase Payments and transfers,
loans, loan repayments, unscheduled partial withdrawals, a full withdrawal, and
on payment of any death benefit proceeds. Each quarter prior to your Annuity
Date, we will send you a statement that provides certain information pertinent
to your Contract. These statements disclose Contract Value, Subaccount values,
values under each Fixed Option, fees and charges applied to your Contract Value,
transactions made and specific Contract data that apply to your Contract.
Confirmations of your transactions under the pre-authorized checking plan,
dollar cost averaging, earnings sweep, portfolio rebalancing, and
42
<PAGE>
PACIFIC INNOVATIONS
pre-authorized withdrawal options will appear on your quarterly account
statements. Your fourth-quarter statement will contain annual information about
your Contract Value and transactions. If you suspect an error on a confirmation
or quarterly statement, you must notify us in writing within 30 days from the
date of the first confirmation or statement on which the transaction you believe
to be erroneous appeared. When you write, tell us your name, contract number and
a description of the suspected error. You will also be sent an annual report for
the Separate Account and the Fund and a list of the securities held in each
Portfolio of the Fund, as required by the 1940 Act; or more frequently if
required by law.
REPLACEMENT OF LIFE INSURANCE OR ANNUITIES
The term "replacement" has a special meaning in the life insurance industry and
is described more fully below. Before you make your purchase decision, Pacific
Life wants you to understand how a replacement may impact your existing plan of
insurance.
A policy "replacement" occurs when a new policy or contract is purchased and, in
connection with the sale, an existing policy or contract is surrendered, lapsed,
forfeited, assigned to the replacing insurer, otherwise terminated, or used in a
financed purchase. A "financed purchase" occurs when the purchase of a new life
insurance policy or annuity contract involves the use of funds obtained from the
values of an existing life insurance policy or annuity contract through
withdrawal, surrender or loan.
There are circumstances in which replacing your existing life insurance policy
or annuity contract can benefit you. As a general rule, however, replacement is
not in your best interest. Accordingly, you should make a careful comparison of
the costs and benefits of your existing policy or contract and the proposed
policy or contract to determine whether replacement is in your best interest.
FINANCIAL STATEMENTS
The statement of net assets of Separate Account A as of December 31, 1999 and
the related statement of operations for the year then ended and statements of
changes in net assets for each of the two years in the period then ended are
incorporated by reference in the Statement of Additional Information from the
Annual Report of Separate Account A dated December 31, 1999. Pacific Life's
consolidated financial statements as of December 31, 1999 and 1998 and for each
of the three years in the period ended December 31, 1999 are contained in the
Statement of Additional Information.
THE GENERAL ACCOUNT
GENERAL INFORMATION
All amounts allocated to the Fixed Option become part of our General Account.
Subject to applicable law, we exercise sole discretion over the investment of
General Account assets, and bear the associated investment risk; you will not
share in the investment experience of General Account assets.
Because of exemptive and exclusionary provisions, interests in the General
Account under the Contract are not registered under the Securities Act of 1933,
as amended, and the General Account has not been registered as an investment
company under the 1940 Act. Any interest you have in the Fixed Option is not
subject to these Acts, and we have been advised that the SEC staff has not
reviewed disclosure in this Prospectus relating to the Fixed Option. This
disclosure may, however, be subject to certain provisions of federal securities
laws relating to the accuracy and completeness of statements made in
prospectuses.
GUARANTEE TERMS
When you allocate any portion of your Purchase Payments or Contract Value to the
Fixed Option, we guarantee you an interest rate (a "Guaranteed Interest Rate")
for a specified period of time (a "Guarantee Term") of up to one year.
Guaranteed Interest Rates for the Fixed Option may be changed periodically for
new allocations; your allocation will receive the Guaranteed Interest Rate in
effect for the Fixed Option on the effective date of your allocation. All
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PACIFIC INNOVATIONS
Guaranteed Interest Rates will be expressed as annual effective rates; however,
interest will accrue daily. The Guaranteed Interest Rate on your Fixed Option
will remain in effect for the Guarantee Term and will never be less than an
annual rate of 3%.
FIXED OPTION
EACH ALLOCATION (OR ROLLOVER) YOU MAKE TO THE FIXED OPTION RECEIVES A GUARANTEE
TERM THAT BEGINS ON THE DAY THAT ALLOCATION OR ROLLOVER IS EFFECTIVE AND ENDS AT
THE END OF THAT CONTRACT YEAR OR, IF EARLIER, ON YOUR ANNUITY DATE. At the end
of that Contract Year, we will roll over your Fixed Option Value on that day
into a new Guarantee Term of one year (or, if shorter, the time remaining until
your Annuity Date) at the then current Guaranteed Interest Rate, unless you
instruct us otherwise.
EXAMPLE: Your Contract Anniversary is February 1. On February 1 of year 1,
you allocate $1,000 to the Fixed Option and receive a Guarantee Term of one
year and a Guaranteed Interest Rate of 5%. On August 1, you allocate another
$500 to the Fixed Option and receive a Guaranteed Interest Rate of 6%.
Through January 31, year 1, your first allocation of $1,000 earns 5% interest
and your second allocation of $500 earns 6% interest. On February 1, year 2,
a new interest rate may go into effect for your entire Fixed Option Value.
WITHDRAWALS AND TRANSFERS
Prior to the Annuity Date, you may withdraw amounts from your Fixed Option or
transfer amounts from your Fixed Option to one or more of the other Investment
Options. In addition, no partial withdrawal or transfer may be made from your
Fixed Option within 30 days of the Contract Date. If your withdrawal leaves you
with a Net Contract Value of less than $1,000, we have the right, at our option,
to terminate your Contract and send you the withdrawal proceeds.
Payments or transfers from the Fixed Option may be delayed, as described under
ADDITIONAL INFORMATION - TIMING OF PAYMENTS AND TRANSACTIONS; any amount delayed
will, as long as it is held under the Fixed Option, continue to earn interest at
the Guaranteed Interest Rate then in effect until that Guarantee Term has ended,
and the minimum guaranteed interest rate of 3% thereafter, unless state law
requires a greater rate be paid.
FIXED OPTION
After the first Contract Anniversary, you may make one transfer or partial
withdrawal from your Fixed Option during any Contract Year, except as provided
under the dollar cost averaging, earnings sweep and pre-authorized withdrawal
programs. You may make one transfer or one partial withdrawal within the 30 days
after the end of each Contract Anniversary. Normally, you may transfer or
withdraw up to one-third (33 1/3%) of your Fixed Option Value in any given
Contract Year. However, in consecutive Contract Years you may transfer or
withdraw up to one-third (33 1/3%) of your Fixed Option Value in one year; you
may transfer or withdraw up to one-half (50%) of your remaining Fixed Option
Value in the next year; and you may transfer or withdraw up to the entire amount
(100%) of any remaining Fixed Option Value in the third year. In addition, if,
as a result of a partial withdrawal or transfer, the Fixed Option Value is less
than $500, we have the right, at our option, to transfer the entire remaining
amount to your other Investment Options on a proportionate basis relative to
your most recent allocation instructions.
44
<PAGE>
TERMS USED IN THIS PROSPECTUS
Some of the terms we've used in this Prospectus may be new to you. We've
identified them in the Prospectus by capitalizing the first letter of each word.
You'll find an explanation of what they mean below.
If you have any questions, please ask your registered representative or call us
at 1-800-722-2333.
ACCOUNT VALUE -- The amount of your Contract Value allocated to a specified
Variable Investment Option or the Fixed Option.
ANNUITANT -- A person on whose life annuity payments may be determined. An
Annuitant's life may also be used to determine certain increases in death
benefits, and to determine the Annuity Date. A Contract may name a single
("sole") Annuitant or two ("Joint") Annuitants, and may also name a "Contingent"
Annuitant. If you name Joint Annuitants or a Contingent Annuitant, "the
Annuitant" means the sole surviving Annuitant, unless otherwise stated.
ANNUITY DATE ("ANNUITY START DATE") -- The date specified in your Contract, or
the date you later elect, if any, for the start of annuity payments if the
Annuitant (or Joint Annuitants) is (or are) still living and your Contract is in
force; or if earlier, the date that annuity payments actually begin.
ANNUITY OPTION -- Any one of the income options available for a series of
payments after your Annuity Date.
BENEFICIARY -- A person who may have a right to receive the death benefit
payable upon the death of the Annuitant or a Contract Owner prior to the Annuity
Date, or has a right to receive remaining guaranteed annuity payments, if any,
if the Annuitant dies after the Annuity Date.
BUSINESS DAY -- Any day on which the value of an amount invested in a Variable
Investment Option is required to be determined, which currently includes each
day that the New York Stock Exchange is open for trading and our administrative
offices are open. The New York Stock Exchange and our administrative offices are
closed on weekends and on the following holidays: New Year's Day, Martin Luther
King, Jr. Day, President's Day, Good Friday, Memorial Day, July Fourth, Labor
Day, Thanksgiving Day and Christmas Day. In this Prospectus, "day" or "date"
means Business Day unless otherwise specified. If any transaction or event
called for under a Contract is scheduled to occur on a day that is not a
Business Day, such transaction or event will be deemed to occur on the next
following Business Day unless otherwise specified. Special circumstances such as
leap years and months with fewer than 31 days are discussed in the SAI.
CODE -- The Internal Revenue Code of 1986, as amended.
CONTINGENT ANNUITANT -- A person, named in your Contract, who will become your
sole surviving Annuitant if your existing sole Annuitant (or both Joint
Annuitants) should die.
CONTINGENT OWNER -- A person, named in your Contract, who will succeed to the
rights as a Contract Owner of your Contract if all named Contract Owners die
before your Annuity Date.
CONTRACT ANNIVERSARY -- The same date, in each subsequent year, as your Contract
Date.
CONTRACT DATE -- The date we issue your Contract. Contract Years, Contract
Semiannual Periods, Contract Quarters and Contract Months are measured from this
date.
CONTRACT DEBT -- As of the end of any given Business Day, the principal amount
you have outstanding on any loan under your Contract, plus any accrued and
unpaid interest. Loans are only available on certain Qualified Contracts.
CONTRACT OWNER, OWNER, POLICYHOLDER, YOU, OR YOUR -- Generally, a person who
purchases a Contract and makes the Purchase Payments. A Contract Owner has all
rights in the Contract, including the right to make withdrawals, designate and
change beneficiaries, transfer amounts among Investment Options, and designate
an Annuity Option. If your Contract names Joint Owners, both Joint Owners are
Contract Owners and share all such rights.
CONTRACT VALUE -- As of the end of any Business Day, the sum of your Variable
Account Value, Fixed Option Value, and any Loan Account Value.
CONTRACT YEAR -- A year that starts on the Contract Date or on a Contract
Anniversary.
EARNINGS -- As of the end of any Business Day, your Earnings equal your Contract
Value less your aggregate Purchase Payments, which are reduced by withdrawals of
prior Purchase Payments.
FIXED OPTION -- If you allocate all or part of your Purchase Payments or
Contract Value to the Fixed Option, such amounts are held in our General Account
and receive the Guaranteed Interest Rates declared periodically, but not less
than an annual rate of 3%.
FIXED OPTION VALUE -- The aggregate amount of your Contract Value allocated to
the Fixed Option.
FUND -- Pacific Select Fund.
GENERAL ACCOUNT -- Our General Account consists of all of our assets other than
those assets allocated to Separate Account A or to any of our other separate
accounts.
GUARANTEED INTEREST RATE -- The interest rate guaranteed at the time of
allocation (or rollover) for the Guarantee Term on amounts allocated to the
Fixed Option. Each Guaranteed Interest Rate is expressed as an annual rate and
interest is accrued daily. Each rate will not be less than an annual rate of 3%.
GUARANTEE TERM -- The period during which an amount you allocate to the Fixed
Option earns a Guaranteed Interest Rate. These terms are up to one-year for the
Fixed Option.
INVESTMENT OPTION -- A Subaccount or the Fixed Option offered under the
Contract.
JOINT ANNUITANT -- If your Contract is a Non-Qualified Contract, you may name
two Annuitants, called "Joint Annuitants," in your application for your
Contract. Special restrictions apply for Qualified Contracts.
45
<PAGE>
TERMS USED IN THIS PROSPECTUS
LOAN ACCOUNT -- The Account in which the amount equal to the principal amount of
a loan and any interest accrued is held to secure any Contract Debt.
LOAN ACCOUNT VALUE -- The amount, including any interest accrued, held in the
Loan Account to secure any Contract Debt.
NET CONTRACT VALUE -- Your Contract Value less Contract Debt.
NON-QUALIFIED CONTRACT -- A Contract other than a Qualified Contract.
POLICYHOLDER -- The Contract Owner.
PORTFOLIO -- A separate portfolio of the Fund in which a Subaccount invests its
assets.
PRIMARY ANNUITANT -- The individual that is named in your Contract, the events
in the life of whom are of primary importance in affecting the timing or amount
of the payout under the Contract.
PURCHASE PAYMENT ("PREMIUM PAYMENT") -- An amount paid to us by or on behalf of
a Contract Owner, as consideration for the benefits provided under the Contract.
QUALIFIED CONTRACT -- A Contract that qualifies under the Code as an individual
retirement annuity or account ("IRA"), or form thereof, or a Contract purchased
by a Qualified Plan, qualifying for special tax treatment under the Code.
QUALIFIED PLAN -- A retirement plan that receives favorable tax treatment under
Section 401, 403, 408, 408A or 457 of the Code.
SEC -- Securities and Exchange Commission.
SEPARATE ACCOUNT A (THE "SEPARATE ACCOUNT") -- A separate account of ours
registered as a unit investment trust under the Investment Company Act of 1940,
as amended (the "1940 Act").
SUBACCOUNT -- An investment division of the Separate Account. Each Subaccount
invests its assets in shares of a corresponding Portfolio.
SUBACCOUNT ANNUITY UNIT -- Subaccount Annuity Units (or "Annuity Units") are
used to measure variation in variable annuity payments. To the extent you elect
to convert all or some of your Contract Value into variable annuity payments,
the amount of each annuity payment (after the first payment) will vary with the
value and number of Annuity Units in each Subaccount attributed to any variable
annuity payments. At annuitization (after any applicable premium taxes and/or
other taxes are paid), the amount annuitized to a variable annuity determines
the amount of your first variable annuity payment and the number of Annuity
Units credited to your annuity in each Subaccount. The value of Subaccount
Annuity Units, like the value of Subaccount Units, is expected to fluctuate
daily, as described in the definition of Unit Value.
SUBACCOUNT UNIT -- Before your Annuity Date, each time you allocate an amount to
a Subaccount, your Contract is credited with a number of Subaccount Units in
that Subaccount. These Units are used for accounting purposes to measure your
Account Value in that Subaccount. The value of Subaccount Units is expected to
fluctuate daily, as described in the definition of Unit Value.
UNIT VALUE -- The value of a Subaccount Unit ("Subaccount Unit Value") or
Subaccount Annuity Unit ("Subaccount Annuity Unit Value"). Unit Value of any
Subaccount is subject to change on any Business Day in much the same way that
the value of a mutual fund share changes each day. The fluctuations in value
reflect the investment results, expenses of and charges against the Portfolio in
which the Subaccount invests its assets. Fluctuations also reflect charges
against the Separate Account. Changes in Subaccount Annuity Unit Values also
reflect an additional factor that adjusts Subaccount Annuity Unit Values to
offset our Annuity Option Table's implicit assumption of an annual investment
return of 5%. The effect of this assumed investment return is explained in
detail in the SAI. Unit Value of a Subaccount Unit or Subaccount Annuity Unit on
any Business Day is measured at or about 4:00 p.m., Eastern time, on that
Business Day.
VARIABLE ACCOUNT VALUE -- The aggregate amount of your Contract Value allocated
to all Subaccounts.
VARIABLE INVESTMENT OPTION -- A Subaccount (also called a Variable Account).
46
<PAGE>
PACIFIC INNOVATIONS
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
PERFORMANCE................................................. 1
Total Returns........................................... 1
Yields.................................................. 2
Performance Comparisons and Benchmarks.................. 2
Separate Account Performance............................ 3
DISTRIBUTION OF THE CONTRACTS............................... 7
Pacific Select Distributors, Inc........................ 7
THE CONTRACTS AND THE SEPARATE ACCOUNT...................... 8
Calculating Subaccount Unit Values...................... 8
Variable Annuity Payment Amounts........................ 8
Corresponding Dates..................................... 10
Age and Sex of Annuitant................................ 10
Systematic Transfer Programs............................ 11
Pre-Authorized Withdrawals.............................. 13
Death Benefit........................................... 13
Joint Annuitants on Qualified Contracts................. 13
1035 Exchanges.......................................... 14
Safekeeping of Assets................................... 14
FINANCIAL STATEMENTS........................................ 14
</TABLE>
47
<PAGE>
PACIFIC INNOVATIONS
APPENDIX A:
STATE LAW VARIATIONS
RIGHT TO CANCEL ("FREE LOOK")
VARIATIONS TO THE LENGTH OF THE FREE LOOK PERIOD. In most states, the Free Look
period is a 10-day period beginning on the day you receive your Contract. If
your Contract was issued in one of the following states, the Free Look period is
as specified below:
Colorado (15 days)
Idaho (20 days)
North Dakota (20 days)
In addition, if you reside in California and are age 60 or older on your
Contract Date, the Free Look period is 30 days.
There may be extended Free Look periods in some states for replacement business.
Please consult with your registered representative if you have any questions
regarding your state's Free Look period.
STATES THAT REQUIRE US TO REFUND YOUR PURCHASE PAYMENTS ALLOCATED TO THE
VARIABLE INVESTMENT OPTIONS INSTEAD OF YOUR VARIABLE ACCOUNT VALUE. If your
Contract was issued in one of the following states and you exercise your Free
Look right and return your Contract to us within 10 days of your receipt of your
Contract (unless specified otherwise below), we will refund your Purchase
Payments under your Contract that we received:
Georgia
Idaho (20 days)
Michigan
Missouri
Nebraska
North Carolina
Oklahoma
South Carolina
Utah
Washington
West Virginia
48
<PAGE>
,
-----------------------------------
To receive a current copy of the Pacific Innovations SAI without charge,
call (800) 722-2333 or complete the following and send it to:
Pacific Life Insurance Company
Annuities Division
Post Office Box 7187
Pasadena, CA 91109-7187
Name
-------------------------------------------------------
Address
-------------------------------------------------------
City State Zip
------------------------------------- ------------ ---------
<PAGE>
(Sidebar)
The Pacific Innovations variable annuity Contract is underwritten by Pacific
Life Insurance Company, 700 Newport Center Drive, P.O. Box 9000, Newport Beach,
California 92660.
If you have any questions about the Contract, please ask your registered
representative or contact us.
HOW TO CONTACT US
HOW TO CONTACT THE SEC
(END SIDEBAR)
PACIFIC INNOVATIONS
WHERE TO GO FOR MORE INFORMATION
You'll find more information about the Pacific Innovations variable annuity
contract and Separate Account A in the Statement of Additional Information (SAI)
dated ______, 2000.
The SAI has been filed with the SEC and is considered to be part of this
Prospectus because it's incorporated by reference. You'll find the table of
contents for the SAI on page 47 of this Prospectus.
You can get a copy of the SAI at no charge by calling or writing to us, or by
contacting the SEC. The SEC may charge you a fee for this information.
CALL OR WRITE TO US AT:
Pacific Life Insurance Company
Annuities Division
P.O. Box 7187
Pasadena, California 91109-7187
1-800-722-2333
6 a.m. through 5 p.m. Pacific time
SEND PURCHASE PAYMENTS, OTHER PAYMENTS AND APPLICATION FORMS:
BY MAIL
Pacific Life Insurance Company
P.O. Box 100060
Pasadena, California 91189-0060
BY OVERNIGHT DELIVERY SERVICE
Pacific Life Insurance Company
c/o FCNPC
1111 South Arroyo Parkway, Suite 150
Pasadena, California 91105
Public Reference Section of the SEC
Washington, D.C. 20549-6009
1-800-SEC-0330
Internet: www.sec.gov
<PAGE>
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, CA 92660
(800) 722-2333
Annuities Division mailing address
P.O. Box 7187
Pasadena, CA 91109-7187
Visit us at our Web site: www.PacificLife.com
[IMSA LOGO]
* Membership promotes ethical
market conduct
for individual life insurance and
annuities
1617-0A
Pacific Life Insurance Company
Annuities Division
P.O. Box 7187
Pasadena, California 91109-7187
ADDRESS SERVICE REQUESTED
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION DATED MARCH 31, 2000
LOGO
STATEMENT OF ADDITIONAL INFORMATION
__________, 2000
PACIFIC INNOVATIONS
SEPARATE ACCOUNT A
-----------------
Pacific Innovations (the "Contract") is a variable annuity contract underwritten
by Pacific Life Insurance Company ("Pacific Life").
This Statement of Additional Information is not a Prospectus and should be read
in conjunction with the Contract's Prospectus, dated __________, 2000 which is
available without charge upon written or telephone request to Pacific Life.
Terms used in this Statement of Additional Information ("SAI") have the same
meanings as in the Prospectus, and some additional terms are defined
particularly for this SAI.
-------------------
Pacific Life Insurance Company
Mailing Address: P.O. Box 7187
Pasadena, California 91109-7187
1-800-722-2333
Registration statements for Pacific Innovations variable annuity, and Pacific
Select Fund relating to shares of the I-Net Tollkeeper Portfolio, have been
filed with the Securities and Exchange Commission, but are not yet effective.
The information in the prospectuses is not complete and may be changed.
Interests in Pacific Innovations and shares of the I-Net Tollkeeper Portfolio
may not be sold until the Pacific Innovations' and Fund's registration
statements are effective, respectively. These preliminary prospectuses are not
an offer to sell interests in Pacific Innovations or shares of the I-Net
Tollkeeper Portfolio and do not solicit an offer to buy interests or shares in
any state where the offer or sale is not permitted.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PERFORMANCE................................................. 1
Total Returns........................................... 1
Yields.................................................. 2
Performance Comparisons and Benchmarks.................. 2
Separate Account Performance............................ 3
DISTRIBUTION OF THE CONTRACTS............................... 7
Pacific Select Distributors, Inc........................ 7
THE CONTRACTS AND THE SEPARATE ACCOUNT...................... 8
Calculating Subaccount Unit Values...................... 8
Variable Annuity Payment Amounts........................ 8
Corresponding Dates..................................... 10
Age and Sex of Annuitant................................ 10
Systematic Transfer Programs............................ 11
Pre-Authorized Withdrawals.............................. 13
Death Benefit........................................... 13
Joint Annuitants on Qualified Contracts................. 13
1035 Exchanges.......................................... 14
Safekeeping of Assets................................... 14
FINANCIAL STATEMENTS........................................ 14
</TABLE>
<PAGE>
PERFORMANCE
From time to time, our reports or other communications to current or prospective
Contract Owners or our advertising or other promotional material may quote the
performance (yield and total return) of a Subaccount. Quoted results are based
on past performance and reflect the performance of all assets held in that
Subaccount for the stated time period. QUOTED RESULTS ARE NEITHER AN ESTIMATE
NOR A GUARANTEE OF FUTURE INVESTMENT PERFORMANCE, AND DO NOT REPRESENT THE
ACTUAL EXPERIENCE OF AMOUNTS INVESTED BY ANY PARTICULAR CONTRACT OWNER.
TOTAL RETURNS
A Subaccount may advertise its "average annual total return" over various
periods of time. "Total return" represents the average percentage change in
value of an investment in the Subaccount from the beginning of a measuring
period to the end of that measuring period. "Annualized" total return assumes
that the total return achieved for the measuring period is achieved for each
such period for a full year. "Average annual" total return is computed in
accordance with a standard method prescribed by the SEC.
AVERAGE ANNUAL TOTAL RETURN
To calculate a Subaccount's average annual total return for a specific measuring
period, we first take a hypothetical $1,000 investment in that Subaccount, at
its then-applicable Subaccount Unit Value (the "initial payment") and we compute
the ending redeemable value of that initial payment at the end of the measuring
period based on the investment experience of that Subaccount ("full withdrawal
value"). The full withdrawal value reflects the effect of all recurring fees and
charges applicable to a Contract Owner under the Contract, including the Risk
Charge, the Administrative Fee and the deduction of the applicable withdrawal
charge, but does not reflect any charges for applicable premium taxes and/or
other taxes, any non-recurring fees or charges or any increase in the Risk
Charge for an optional Death Benefit Rider. The Annual Fee is also taken into
account, assuming an average Contract Value of $65,000. The redeemable value is
then divided by the initial payment and this quotient is taken to the Nth root
(N represents the number of days in the measuring period), and 1 is subtracted
from this result. Average annual total return is expressed as a percentage.
(365/N)
T = (ERV/P) - 1
where T = average annual total return
ERV = ending redeemable value
P = hypothetical initial payment of $1,000
N = number of days
Average annual total return figures will be given for recent one-, three-,
five-and ten-year periods (if applicable), and may be given for other periods as
well (such as from commencement of the Subaccount's operations, or on a
year-by-year basis).
When considering "average" total return figures for periods longer than one
year, it is important to note that the relevant Subaccount's annual total return
for any one year in the period might have been greater or less than the average
for the entire period.
AGGREGATE TOTAL RETURN
A Subaccount may use "aggregate" total return figures along with its "average
annual" total return figures for various periods; these figures represent the
cumulative change in value of an investment in the Subaccount for a specific
period. Aggregate total returns may be shown by means of schedules, charts or
graphs and may indicate subtotals of the various components of total return. The
SEC has not prescribed standard formulas for calculating aggregate total return.
Total returns may also be shown for the same periods that do not take into
account the withdrawal charge.
NON-STANDARDIZED TOTAL RETURNS
We may also calculate non-standardized total returns which may or may not
reflect any Annual Fee, withdrawal charges and/or increases in Risk Charges,
charges for premium and/or other taxes, and any non-recurring fees or charges.
Standardized return figures will always accompany any non-standardized returns
shown.
1
<PAGE>
YIELDS
MONEY MARKET SUBACCOUNT
The "yield" (also called "current yield") of the Money Market Subaccount is
computed in accordance with a standard method prescribed by the SEC. The net
change in the Subaccount's Unit Value during a seven-day period is divided by
the Unit Value at the beginning of the period to obtain a base rate of return.
The current yield is generated when the base rate is "annualized" by multiplying
it by the fraction 365/7; that is, the base rate of return is assumed to be
generated each week over a 365-day period and is shown as a percentage of the
investment. The "effective yield" of the Money Market Subaccount is calculated
similarly but, when annualized, the base rate of return is assumed to be
reinvested. The effective yield will be slightly higher than the current yield
because of the compounding effect of this assumed reinvestment.
The formula for effective yield is: [(Base Period Return +1) (To the power of
365/7)] -1.
Realized capital gains or losses and unrealized appreciation or depreciation of
the assets of the underlying Money Market Portfolio are not included in the
yield calculation. Current yield and effective yield do not reflect any
deduction of charges for any applicable premium taxes and/or other taxes, or any
increase in the Risk Charge for an optional Death Benefit Rider, but do reflect
a deduction for the Annual Fee, the Risk Charge and the Administrative Fee and
assumes an average Contract Value of $65,000.
At December 31, 1999, the Money Market Subaccount's current yield was 4.17% and
the effective yield was 4.26%.
OTHER SUBACCOUNTS
"Yield" of the other Subaccounts is computed in accordance with a different
standard method prescribed by the SEC. The net investment income (investment
income less expenses) per Subaccount Unit earned during a specified one-month or
30-day period is divided by the Subaccount Unit Value on the last day of the
specified period. This result is then annualized (that is, the yield is assumed
to be generated each month or each 30-day period for a year), according to the
following formula, which assumes semiannual compounding:
6
YIELD = 2[((a-b) + 1) - 1]
---
cd
where: a = net investment income earned during the period by the Portfolio
attributable to the Subaccount.
b = expenses accrued for the period (net of reimbursements).
c = the average daily number of Subaccount Units outstanding during the
period that were entitled to receive dividends.
d = the Unit Value of the Subaccount Units on the last day of the period.
The yield of each Subaccount reflects the deduction of all recurring fees and
charges applicable to the Subaccount, such as the Risk Charge, Administrative
Fee, the Annual Fee (assuming an average Contract Value of $65,000), but does
not reflect any withdrawal charge, any charge for applicable premium taxes
and/or other taxes, any increase in the Risk Charge for an optional Death
Benefit Rider, or any non-recurring fees or charges.
The Subaccounts' yields will vary from time to time depending upon market
conditions, the composition of each Portfolio and operating expenses of the Fund
allocated to each Portfolio. Consequently, any given performance quotation
should not be considered representative of the Subaccount's performance in the
future. Yield should also be considered relative to changes in Subaccount Unit
Values and to the relative risks associated with the investment policies and
objectives of the various Portfolios. In addition, because performance will
fluctuate, it may not provide a basis for comparing the yield of a Subaccount
with certain bank deposits or other investments that pay a fixed yield or return
for a stated period of time.
PERFORMANCE COMPARISONS AND BENCHMARKS
In advertisements and sales literature, we may compare the performance of some
or all of the Subaccounts to the performance of other variable annuity issuers
in general and to the performance of particular types of variable annuities
investing in mutual funds, or series of mutual funds, with investment objectives
similar to each of the
2
<PAGE>
Subaccounts. This performance may be presented as averages or rankings compiled
by Lipper Analytical Services, Inc. ("Lipper"), the Variable Annuity Research
and Data Service ("VARDS-Registered Trademark-") or Morningstar, Inc.
("Morningstar"), which are independent services that monitor and rank the
performance of variable annuity issuers and mutual funds in each of the major
categories of investment objectives on an industry-wide basis. Lipper's rankings
include variable life issuers as well as variable annuity issuers.
VARDS-Registered Trademark- rankings compare only variable annuity issuers. The
performance analyses prepared by Lipper and VARDS-Registered Trademark- rank
such issuers on the basis of total return, assuming reinvestment of dividends
and distributions, but do not take sales charges, redemption fees or certain
expense deductions at the separate account level into consideration. In
addition, VARDS-Registered Trademark- prepares risk adjusted rankings, which
consider the effects of market risk on total return performance. We may also
compare the performance of the Subaccounts with performance information included
in other publications and services that monitor the performance of insurance
company separate accounts or other investment vehicles. These other services or
publications may be general interest business publications such as THE WALL
STREET JOURNAL, BARRON'S, BUSINESS WEEK, FORBES, FORTUNE, and MONEY.
In addition, our reports and communications to Contract Owners, advertisements,
or sales literature may compare a Subaccount's performance to various benchmarks
that measure the performance of a pertinent group of securities widely regarded
by investors as being representative of the securities markets in general or as
being representative of a particular type of security. We may also compare the
performance of the Subaccounts with that of other appropriate indices of
investment securities and averages for peer universes of funds or data developed
by us derived from such indices or averages. Unmanaged indices generally assume
the reinvestment of dividends or interest but do not generally reflect
deductions for investment management or administrative costs and expenses.
SEPARATE ACCOUNT PERFORMANCE
The Contract was not available prior to 2000. However, in order to help you
understand how investment performance can affect your Variable Account Value, we
are including performance information based on the historical performance of the
Subaccounts.
The following table presents the annualized total return for each Variable
Account for the period from each such Variable Account's commencement of
operations through December 31, 1999. The accumulated value ("AV") reflects the
deductions for all contractual fees and charges, but does not reflect the
withdrawal charge, any nonrecurring fees and charges, any increase in the Risk
Charge for an optional Death Benefit Rider or any charges for premium and/or
other taxes. The full withdrawal value ("FWV") reflects the deductions for all
contractual fees and charges, but does not reflect any increase in the Risk
Charge for an optional Death Benefit Rider, any nonrecurring fees and charges,
and any charges for premium and/or other taxes.
3
<PAGE>
THE RESULTS SHOWN IN THIS SECTION ARE NOT AN ESTIMATE OR GUARANTEE OF FUTURE
INVESTMENT PERFORMANCE.
HISTORICAL SEPARATE ACCOUNT PERFORMANCE
ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999**
ALL NUMBERS ARE EXPRESSED AS A PERCENTAGE
<TABLE>
<CAPTION>
SINCE
1 YEAR* 3 YEARS* INCEPTION*
---------------- ---------------- ----------------
VARIABLE ACCOUNTS AV FWV AV FWV AV FWV
- ----------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Aggressive Equity 4/17/96*........................ 25.58 17.48 12.79 10.87 12.03 12.03
Emerging Markets 4/17/96*......................... 51.43 43.33 1.92 (0.45) 0.36 0.36
Small-Cap Equity 10/1/99*......................... 23.18 23.18
Equity 1/2/96*.................................... 36.62 28.52 26.94 25.43 26.71 26.71
Multi-Strategy 1/2/96*............................ 5.56 (2.54) 13.21 11.31 12.49 12.49
Equity Income 1/2/96*............................. 11.69 3.59 20.15 18.46 19.26 19.26
Growth LT 1/2/96*................................. 95.33 87.23 49.42 48.34 40.33 40.33
Mid-Cap Value 1/4/99*............................. 3.80 (4.39)
Equity Index 1/2/96*.............................. 18.92 10.82 25.46 23.92 24.01 24.01
Small-Cap Index 1/4/99*........................... 17.92 9.72
REIT 1/6/99*...................................... (1.41) (9.59)
International Value 1/2/96*....................... 21.11 13.01 10.77 8.77 12.64 12.64
Government Securities 1/2/96*..................... (3.31) (11.41) 3.99 1.72 3.35 3.35
Managed Bond 1/2/96*.............................. (3.28) (11.38) 4.13 1.87 3.78 3.78
Money Market 1/2/96*.............................. 3.48 (4.62) 3.71 1.43 3.67 3.67
High Yield Bond 1/2/96*........................... 1.47 (6.63) 3.43 1.14 4.95 4.95
Large-Cap Value 1/4/99*........................... 10.03 1.84
</TABLE>
- ------------
* Date Variable Account commenced operations.
** Effective June 1, 1997 Morgan Stanley Asset Management became the Portfolio
Manager of the International Value Portfolio. Effective May 1, 1998,
Alliance Capital Management L.P. ("Alliance Capital") became the Portfolio
Manager of the Aggressive Equity Portfolio and Goldman Sachs Asset
Management became the Portfolio Manager of the Equity Portfolio; prior to
May 1, 1998 some of the investment policies of the Aggressive Equity and
Equity Portfolios differed. Effective January 1, 2000, Alliance Capital
became the Portfolio Manager of the Emerging Markets Portfolio and Mercury
Asset Management US became the Portfolio Manager of the Equity Index and
Small-Cap Index Portfolios.
The Diversified Research, International Large-Cap and I-Net Toll Keeper
Subaccounts started operations after December 31, 1999 and there is no
historical value available for these Subaccounts.
In order to help you understand how investment performance can affect your
Variable Account Value, we are including performance information based on the
historical performance of the Portfolios.
The Separate Account commenced operations as of January 2, 1996. Therefore, no
historical performance data exists for the Subaccounts prior to that date. The
following table represents what the performance of the Subaccounts would have
been if the Subaccounts had been both in existence and invested in the
corresponding Portfolio since the date of the Portfolio's (or predecessor
series') inception or for the indicated time period. Nine of the Portfolios of
the Fund available under the Contract have been in operation since January 4,
1988 (January 30, 1991 in the case of the Equity Index Portfolio, January 4,
1994 in the case of the Growth LT Portfolio, April 1, 1996 in the case of the
Aggressive Equity and Emerging Markets Portfolios and January 4, 1999 in the
case of the Mid-Cap Value, Small-Cap Index, REIT and Large-Cap Value
Portfolios). Historical performance information for the Equity Portfolio is
based in part on the performance of that Portfolio's predecessor; the
predecessor series was a series of Pacific Corinthian Variable Fund and began
its first full year of operations in 1984, the assets of which were acquired by
the Fund on December 31, 1994. Because the Subaccounts had not commenced
operations until January 2, 1996 or later, as indicated in the chart above, and
because the Contracts were not available until 2000, these are not actual
performance numbers for the Subaccounts or for the Contract.
4
<PAGE>
THESE ARE HYPOTHETICAL TOTAL RETURN NUMBERS based on accumulated value ("AV")
and full withdrawal value ("FWV") that represent the actual performance of the
Portfolios, adjusted to reflect the deductions for the fees and charges
applicable to the Contract; the FWV also includes applicable withdrawal charges.
Any charge for non-recurring fees and charges, premium taxes and/or other taxes,
an optional Death Benefit Rider are not reflected in these data, and reflection
of the Annual Fee assumes an average Contract size of $65,000. The information
presented also includes data representing unmanaged market indices.
THE RESULTS SHOWN IN THIS SECTION ARE NOT AN ESTIMATE OR GUARANTEE OF FUTURE
INVESTMENT PERFORMANCE.
HISTORICAL AND HYPOTHETICAL SEPARATE ACCOUNT PERFORMANCE
ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999
ALL NUMBERS ARE EXPRESSED AS A PERCENTAGE
<TABLE>
<CAPTION>
SINCE
1 YEAR* 3 YEARS* 5 YEARS* 10 YEARS* INCEPTION*
--------------- --------------- --------------- --------------- ---------------
VARIABLE ACCOUNTS AV FWV AV FWV AV FWV AV FWV AV FWV
- ----------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Aggressive Equity............. 25.58 17.48 12.79 10.87 12.03 12.03
Emerging Markets.............. 51.43 43.33 1.92 (0.45) 0.36 0.36
Small-Cap Equity.............. 45.47 37.37 23.69 22.10 23.43 23.43 15.10 15.10 16.41 16.41
Equity........................ 36.62 28.52 26.94 25.43 25.81 25.81 16.11 16.11 15.65 15.65
Multi-Strategy................ 5.56 (2.54) 13.21 11.31 14.74 14.74 9.92 9.92 10.47 10.47
Equity Income................. 11.69 3.59 20.15 18.46 21.54 21.54 13.08 13.08 13.67 13.67
Growth LT..................... 95.33 87.23 49.42 48.34 34.23 34.23
Mid-Cap Value................. 3.80 (4.39)
Equity Index.................. 18.92 10.82 25.46 23.92 26.33 26.33 18.35 18.35
Small-Cap Index............... 17.92 9.72
REIT.......................... (1.41) (9.59)
International Value........... 21.11 13.01 10.77 8.77 12.23 12.23 6.77 6.77 8.50 8.50
Government Securities......... (3.31) (11.41) 3.99 1.72 5.98 5.98 5.91 5.91 6.42 6.42
Managed Bond.................. (3.28) (11.38) 4.13 1.87 6.38 6.38 6.47 6.47 6.94 6.94
Money Market.................. 3.48 (4.62) 3.71 1.43 3.76 3.76 3.47 3.47 3.85 3.85
High Yield Bond............... 1.47 (6.63) 3.43 1.14 7.32 7.32 8.85 8.85 8.15 8.15
Large-Cap Value...............
</TABLE>
<TABLE>
<CAPTION>
MAJOR INDICES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
CS First Boston High Yield
Bond........................ 3.28 5.37 9.07 11.06
Lehman Brothers Aggregate
Bond........................ (0.83) 5.73 7.73 7.69
Lehman Brothers Government
Bond........................ (2.25) 5.57 7.43 7.48
Lehman Brothers
Government/Corporate Bond... (2.15) 5.54 7.60 7.66
Lehman Brothers Long-Term
Government/Corporate Bond... (7.64) 5.74 8.99 8.65
Morgan Stanley Capital
International Europe,
Australasia & Far East...... 27.30 16.06 13.15 7.33
Morgan Stanley Capital
International Emerging
Markets Free................ 63.70 0.91 (0.13) 8.58
NAREIT Equity................. (4.62) (1.82) 8.09 9.14
Russell Mid-Cap............... 18.23 18.86 21.86 15.92
Russell 1000 Growth........... 33.16 34.07 32.41 20.32
Russell 2000.................. 21.26 13.08 16.69 13.40
Russell 2500.................. 24.15 15.72 19.43 15.05
Standard & Poor's 500
Composite Stock Price....... 21.04 27.56 28.55 18.20
</TABLE>
- ------------
* The performance of the Aggressive Equity, Equity Income, Multi-Strategy,
Equity, International Value, and Emerging Markets Variable Accounts for all
or a portion of this period occurred at a time when other Portfolio Managers
managed the corresponding Portfolio in which each Variable Account invests.
Effective January 1, 1994, J. P. Morgan Investment Management Inc. became
the Portfolio Manager of the Equity Income and Multi-Strategy Portfolios;
prior to January 1, 1994, some of the investment policies of the Equity
Income Portfolio and the investment objective of the Multi-Strategy
Portfolio differed. Effective June 1, 1997 Morgan Stanley Asset Management
became the Portfolio Manager of the International Value Portfolio. Effective
May 1, 1998, Alliance Capital Management L.P. became the Portfolio Manager
of the Aggressive Equity Portfolio and Goldman Sachs Asset Management became
the Portfolio Manager of the Equity Portfolio; prior to May 1, 1998 some of
the investment policies of the Aggressive Equity, and Equity Portfolios
differed. Performance of the Equity Portfolio is based in part on the
performance of the predecessor portfolio of Pacific Corinthian Variable
Fund, which began its first full year of operations in 1984, the assets of
which were acquired by the Fund on December 31, 1994. Effective January 1,
2000, Alliance Capital became the Portfolio Manager of the Emerging Markets
Portfolio and Mercury Asset Management US became the Portfolio Manager of
the Equity Index and Small-Cap Index Portfolios.
5
<PAGE>
TAX DEFERRED ACCUMULATION
In reports or other communications to you or in advertising or sales materials,
we may also describe the effects of tax-deferred compounding on the Separate
Account's investment returns or upon returns in general. These effects may be
illustrated in charts or graphs and may include comparisons at various points in
time of returns under the Contract or in general on a tax-deferred basis with
the returns on a taxable basis. Different tax rates may be assumed.
In general, individuals who own annuity contracts are not taxed on increases in
the value under the annuity contract until some form of distribution is made
from the contract. Thus, the annuity contract will benefit from tax deferral
during the accumulation period, which generally will have the effect of
permitting an investment in an annuity contract to grow more rapidly than a
comparable investment under which increases in value are taxed on a current
basis. The following chart illustrates this benefit by comparing accumulation
under a variable annuity contract with accumulations from an investment on which
gains are taxed on a current ordinary income basis. The chart shows
accumulations on a single Purchase Payment of $10,000, assuming hypothetical
annual returns of 0%, 4% and 8%, compounded annually, and a tax rate of 36%. The
values shown for the taxable investment do not include any deduction for
management fees or other expenses but assume that taxes are deducted annually
from investment returns. The values shown for the variable annuity do not
reflect the deduction of contractual expenses such as the Risk Charge (equal to
an annual rate of 1.25% of average daily account value), the Administrative Fee
(equal to an annual rate of 0.15% of average daily account value), the Annual
Fee (equal to $30 per year if your Net Contract Value is less than $50,000), any
increase in the Risk Charge for an optional Death Benefit Rider (equal to a
maximum annual rate of .35% of average daily account value), any charge for
premium taxes and/or other taxes, or the expenses of an underlying investment
vehicle, such as the Fund. The values shown also do not reflect the withdrawal
charge. Generally, the withdrawal charge is equal to 9% of the amount withdrawn
attributable to Purchase Payments that are less than one year old, 8% of the
amount withdrawn attributable to Purchase Payments that are less than two years
old, and 8% of the amount withdrawn attributable to Purchase Payments that are
three years old. The age of Purchase Payments is considered 1 year old in the
Contract Year we receive it and increases by one year beginning on the day
preceding each Contract Anniversary. During a Contract Year, you may withdraw
free of withdrawal charge amounts up to your "Eligible Purchase Payments".
Eligible Purchase Payments include 10% annually of total Purchase Payments that
have an "age" of less than four years, plus any remaining portion not withdrawn
from the previous Contract Year's Eligible Purchase Payments that are derived
from Purchase Payments which have an "age" of less than four years, plus 100% of
all Purchase Payments that have an "age" of four years or more. Once all
Purchase Payments have been deemed withdrawn, any withdrawal will be deemed a
withdrawal of your Earnings and will be free of the withdrawal charge. If these
expenses and fees were taken into account, they would reduce the investment
return shown for both the taxable investment and the hypothetical variable
annuity contract. In addition, these values assume that you do not surrender the
Contract or make any withdrawals until the end of the period shown. The chart
assumes a full withdrawal, at the end of the period shown, of all Contract Value
and the payment of taxes at the 36% rate on the amount in excess of the Purchase
Payment.
The rates of return illustrated are hypothetical and are not an estimate or
guarantee of performance. Actual tax rates may vary for different assets and
taxpayers from that illustrated and withdrawals by and distributions to Contract
Owners who have not reached age 59 1/2 may be subject to a tax penalty of 10%.
6
<PAGE>
POWER OF TAX DEFERRAL
$10,000 investment at annual rates of return of 0%, 4% and 8%, taxed @ 36%
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
0% GROWTH TAX DEFERRED 4% GROWTH TAX DEFERRED 8% GROWTH TAX DEFERRED
TAXABLE INVESTMENT TAXABLE INVESTMENT TAXABLE INVESTMENT
INVESTMENT INVESTMENT INVESTMENT
<S> <C> <C> <C> <C> <C> <C>
YEARS Before Tax Before Tax Before Tax Before Tax Before Tax Before Tax
10 $10,000.00 $10,000.00 $12,875.97 $13,073.56 $16,476.07 $17,417.12
20 $10,000.00 $10,000.00 $16,579.07 $17,623.19 $27,146.07 $33,430.13
30 $10,000.00 $10,000.00 $21,347.17 $24,357.74 $44,726.05 $68,001.00
</TABLE>
DISTRIBUTION OF THE CONTRACTS
PACIFIC SELECT DISTRIBUTORS, INC. (FORMERLY PACIFIC MUTUAL DISTRIBUTORS, INC.)
Pacific Select Distributors, Inc. ("PSD"), a subsidiary of ours, acts as the
principal underwriter ("distributor") of the Contracts and offers the Contracts
on a continuous basis. PSD is registered as a broker-dealer with the SEC and is
a member of the National Association of Securities Dealers ("NASD"). We pay PSD
for acting as principal underwriter under a Distribution Agreement. We and PSD
enter into selling agreements with broker-dealers whose registered
representatives are authorized by state insurance departments to sell the
Contracts. The aggregate amount of underwriting commissions paid to PSD for 1999
with regard to this Contract was $0 of which $0 was retained.
7
<PAGE>
THE CONTRACTS AND THE SEPARATE ACCOUNT
CALCULATING SUBACCOUNT UNIT VALUES
The Unit Value of the Subaccount Units in each Variable Investment Option is
computed at or about 4:00 p.m. Eastern time on each Business Day. The initial
Unit Value of each Subaccount was $10 on the Business Day the Subaccount began
operations. At the end of each Business Day, the Unit Value for a Subaccount is
equal to:
Y X Z
where (Y) = the Unit Value for that Subaccount as of the end of the preceding
Business Day; and
(Z) = the Net Investment Factor for that Subaccount for the period (a
"valuation period") between that Business Day and the immediately
preceding Business Day.
The "Net Investment Factor" for a Subaccount for any valuation period is equal
to:
(A DIVIDED BY B) - C
where (A) = the "per share value of the assets" of that Subaccount as of the end
of that valuation period, which is equal to: a+b+c
where (a) = the net asset value per share of the corresponding Portfolio
shares held by that Subaccount as of the end of that valuation
period;
(b) = the per share amount of any dividend or capital gain
distributions made by the Fund for that Portfolio during that
valuation period; and
(c) = any per share charge (a negative number) or credit (a positive
number) for any income taxes and/or any other taxes or other
amounts set aside during that valuation period as a reserve for
any income and/or any other taxes which we determine to have
resulted from the operations of the Subaccount or Contract,
and/or any taxes attributable, directly or indirectly, to
Purchase Payments;
(B) = the net asset value per share of the corresponding Portfolio shares
held by the Subaccount as of the end of the preceding valuation
period; and
(C) = a factor that assesses against the Subaccount net assets for each
calendar day in the valuation period the basic Risk Charge plus any
applicable increase in the Risk Charge and the Administrative Fee
(see CHARGES, FEES AND DEDUCTIONS in the Prospectus).
As explained in the Prospectus, the Annual Fee, if applicable, is assessed
against your Variable Account Value through the automatic debit of Subaccount
Units; the Annual Fee decreases the number of Subaccount Units attributed to
your Contract but does not alter the Unit Value for any Subaccount.
VARIABLE ANNUITY PAYMENT AMOUNTS
The following steps show how we determine the amount of each variable annuity
payment under your Contract.
FIRST: PAY APPLICABLE PREMIUM TAXES
When you convert your Net Contract Value into annuity payments, you must pay any
applicable charge for premium taxes and/or other taxes on your Contract Value
(unless applicable law requires those taxes to be paid at a later time). We
assess this charge by reducing each Account Value proportionately, relative to
your Account Value in each Subaccount and in the Fixed Option, in an amount
equal to the aggregate amount of the charges. The remaining amount of your
available Net Contract Value may be used to provide variable annuity payments.
Alternatively, your remaining available Net Contract Value may be used to
provide fixed annuity payments, or it may be divided to provide both fixed and
variable annuity payments. You may also choose to withdraw some or all of your
remaining Net Contract Value, less any applicable Annual Fee, withdrawal charge,
and any charges for premium taxes and/or other taxes without converting this
amount into annuity payments.
SECOND: THE FIRST VARIABLE PAYMENT
We begin by referring to your Contract's Option Table for your Annuity Option
(the "Annuity Option Table"). The Annuity Option Table allows us to calculate
the dollar amount of the first variable annuity payment under your Contract,
based on the amount applied toward the variable annuity. The number that the
Annuity Option
8
<PAGE>
Table yields will be based on the Annuitant's age (and, in certain cases, sex)
and assumes a 5% rate of return, as described in more detail below.
EXAMPLE: Assume a man is 65 years of age at his Annuity Date and has
selected a lifetime annuity with monthly payments guaranteed for 10 years.
According to the Annuity Option Table, this man should receive an initial
monthly payment of $5.79 for every $1,000 of his Contract Value (reduced by
applicable charges) that he will be using to provide variable payments.
Therefore, if his Contract Value after deducting applicable fees and charges
is $100,000 on his Annuity Date and he applies this entire amount toward his
variable annuity, his first monthly payment will be $579.00.
You may choose any other Annuity Option Table that assumes a different rate of
return which we offer at the time your Annuity Option is effective.
THIRD: SUBACCOUNT ANNUITY UNITS
For each Subaccount, we use the amount of the first variable annuity payment
under your Contract attributable to each Subaccount to determine the number of
Subaccount Annuity Units that will form the basis of subsequent payment amounts.
First, we use the Annuity Option Table to determine the amount of that first
variable payment for each Subaccount. Then, for each Subaccount, we divide that
amount of the first variable annuity payment by the value of one Subaccount
Annuity Unit (the "Subaccount Annuity Unit Value") as of the end of the Annuity
Date to obtain the number of Subaccount Annuity Units for that particular
Subaccount. The number of Subaccount Annuity Units used to calculate subsequent
payments under your Contract will not change unless exchanges of Annuity Units
are made (or if the Joint and Survivor Annuity Option is elected and the Primary
Annuitant dies first), but the value of those Annuity Units will change daily,
as described below.
FOURTH: THE SUBSEQUENT VARIABLE PAYMENTS
The amount of each subsequent variable annuity payment will be the sum of the
amounts payable based on each Subaccount. The amount payable based on each
Subaccount is equal to the number of Subaccount Annuity Units for that
Subaccount multiplied by their Subaccount Annuity Unit Value at the end of the
Business Day in each payment period you elected that corresponds to the Annuity
Date.
Each Subaccount's Subaccount Annuity Unit Value, like its Subaccount Unit Value,
changes each day to reflect the net investment results of the underlying
investment vehicle, as well as the assessment of the Risk Charge at an annual
rate of 1.25% and the Administrative Fee at an annual rate of 0.15%. In
addition, the calculation of Subaccount Annuity Unit Value incorporates an
additional factor; as discussed in more detail below, this additional factor
adjusts Subaccount Annuity Values to correct for the Option Table's implicit
assumed annual investment return on amounts applied but not yet used to furnish
annuity benefits. Any increase in your Risk Charge for an Optional Death Benefit
Rider is not charged on and after the Annuity Date.
Different Subaccounts may be selected for your Contract before and after your
Annuity Date, subject to any restrictions we may establish. Currently, you may
exchange Subaccount Annuity Units in any Subaccount for Subaccount Annuity Units
in any other Subaccount(s) up to four times in any twelve month period after
your Annuity Date. The number of Subaccount Annuity Units in any Subaccount may
change due to such exchanges. Exchanges following your Annuity Date will be made
by exchanging Subaccount Annuity Units of equivalent aggregate value, based on
their relative Subaccount Annuity Unit Values.
UNDERSTANDING THE "ASSUMED INVESTMENT RETURN" FACTOR
The Annuity Option Table incorporates a number of implicit assumptions in
determining the amount of your first variable annuity payment. As noted above,
the numbers in the Annuity Option Table reflect certain actuarial assumptions
based on the Annuitant's age, and, in some cases, the Annuitant's sex. In
addition, these numbers assume that the amount of your Contract Value that you
convert to a variable annuity will have a positive net investment return of 5%
(or such other rate of return you may elect) each year during the payout of your
annuity; thus 5% is referred to as an "assumed investment return."
9
<PAGE>
The Subaccount Annuity Unit Value for a Subaccount will increase only to the
extent that the investment performance of that Subaccount exceeds the Risk
Charge, the Administrative Fee, and the assumed investment return. The
Subaccount Annuity Unit Value for any Subaccount will generally be less than the
Subaccount Unit Value for that same Subaccount, and the difference will be the
amount of the assumed investment return factor.
EXAMPLE: Assume the net investment performance of a Subaccount is at a rate
of 5.00% per year (after deduction of the 1.25% Risk Charge and the 0.15%
Administrative Fee). The Subaccount Unit Value for that Subaccount would
increase at a rate of 5.00% per year, BUT THE SUBACCOUNT ANNUITY UNIT VALUE
WOULD NOT INCREASE (OR DECREASE) AT ALL. The net investment factor for that
5% return [1.05] is then divided by the factor for the 5% assumed investment
return [1.05] and 1 is subtracted from the result to determine the adjusted
rate of change in Subaccount Annuity Unit Value:
1.05 = 1; 1 - 1 = 0; 0 X 100% = 0%.
----
1.05
If the net investment performance of a Subaccount's assets is at a rate less
than 5.00% per year, the Subaccount Annuity Unit Value will decrease, even if
the Subaccount Unit Value is increasing.
EXAMPLE: Assume the net investment performance of a Subaccount is at a rate
of 2.60% per year (after deduction of the 1.25% Risk Charge and the 0.15%
Administrative Fee). The Subaccount Unit Value for that Subaccount would
increase at a rate of 2.60% per year, BUT THE SUBACCOUNT ANNUITY UNIT VALUE
WOULD DECREASE AT A RATE OF 2.29% PER YEAR. The net investment factor for
that 2.6% return [1.026] is then divided by the factor for the 5% assumed
investment return [1.05] and 1 is subtracted from the result to determine
the adjusted rate of change in Subaccount Annuity Unit Value:
1.026 = 0.9771; 0.9771 - 1 = -0.0229; -0.0229 X 100% = -2.29%.
----
1.05
The assumed investment return will always cause increases in Subaccount Annuity
Unit Values to be somewhat less than if the assumption had not been made, will
cause decreases in Subaccount Annuity Unit Values to be somewhat greater than if
the assumption had not been made, and will (as shown in the example above)
sometimes cause a decrease in Subaccount Annuity Unit Values to take place when
an increase would have occurred if the assumption had not been made. If we had
assumed a higher investment return in our Annuity Option tables, it would
produce annuities with larger first payments, but the increases in subaccount
annuity payments would be smaller and the decreases in subsequent annuity
payments would be greater; a lower assumed investment return would produce
annuities with smaller first payments, and the increases in subsequent annuity
payments would be greater and the decreases in subsequent annuity payments would
be smaller.
CORRESPONDING DATES
If any transaction or event under your Contract is scheduled to occur on a
"corresponding date" that does not exist in a given calendar period, the
transaction or event will be deemed to occur on the following Business Day. In
addition, as stated in the Prospectus, any event scheduled to occur on a day
that is not a Business Day will occur on the next succeeding Business Day.
EXAMPLE: If your Contract is issued on February 29 in year 1 (a leap year),
your Contract Anniversary in years 2, 3 and 4 will be on March 1.
EXAMPLE: If your Annuity Date is July 31 and you select monthly annuity
payments, the payments received will be based on valuations made on
July 31, August 31, October 1 (for September), October 31, December 1 (for
November), December 31, January 31, March 1 (for February), March 31, May 1
(for April), May 31 and July 1 (for June).
AGE AND SEX OF ANNUITANT
As mentioned in the Prospectus, the Contracts generally provide for sex-distinct
annuity income factors in the case of life annuities. Statistically, females
tend to have longer life expectancies than males; consequently, if the amount of
annuity payments is based on life expectancy, they will ordinarily be higher if
an annuitant is male than if an annuitant is female. Certain states' regulations
prohibit sex-distinct annuity income factors, and Contracts issued in those
states will use unisex factors. In addition, Contracts issued in connection with
Qualified Plans are required to use unisex factors.
10
<PAGE>
We may require proof of your Annuitant's age and sex before or after starting
annuity payments. If the age or sex (or both) of your Annuitant are incorrectly
stated in your Contract, we will correct the amount payable based on your
Annuitant's correct Age or sex, if applicable. If we make the correction after
annuity payments have started, and we have made overpayments, we will deduct the
amount of the overpayment, with interest at 3% a year, from any payments due
then or later; if we have made underpayments, we will add the amount, with
interest at 3% a year, of the underpayments to the next payment we make after we
receive proof of the correct Age and/or sex.
SYSTEMATIC TRANSFER PROGRAMS
The Fixed Account is not available in connection with portfolio rebalancing. If
you are using the earnings sweep, you may also use portfolio rebalancing only if
you selected the Fixed Option as your sweep option. You may not use dollar cost
averaging and the earnings sweep at the same time.
DOLLAR COST AVERAGING
When you request dollar cost averaging, you are authorizing us to make periodic
reallocations of your Contract Value without waiting for any further instruction
from you. You may request to begin or stop dollar cost averaging at any time
prior to your Annuity Date; the effective date of your request will be the day
we receive written notice from you in proper form. Your request may specify the
date on which you want your first transfer to be made. If you do not specify a
date for your first transfer, we will treat your request as if you had specified
the effective date of your request. Your first transfer may not be made until 30
days after your Contract Date, and if you specify an earlier date, your first
transfer will be delayed until one calendar month after the date you specify. If
you request dollar cost averaging on your application for your Contract and you
fail to specify a date for your first transfer, your first transfer will be made
one period after your Contract Date (that is, if you specify monthly transfers,
the first transfer will occur 30 days after your Contract Date; quarterly
transfers, 90 days after your Contract Date; semiannual transfers, 180 days
after your Contract Date; and if you specify annual transfers, the first
transfer will occur on your Contract Anniversary). If you stop dollar cost
averaging, you must wait 30 days before you may begin this option again.
Your request to begin dollar cost averaging must specify the Investment Option
you wish to transfer money FROM (your "source account"). You may choose any one
Investment Option as your source account. The Account Value of your source
account must be at least $5,000 for you to begin dollar cost averaging.
Your request to begin dollar cost averaging must also specify the amount and
frequency of your transfers. You may choose monthly, quarterly, semiannual or
annual transfers. The amount of your transfers may be specified as a dollar
amount or a percentage of your source Account Value; however, each transfer must
be at least $250. Dollar cost averaging transfers are subject to the same
requirements and limitations as other transfers.
Finally, your request must specify the Variable Investment Option(s) you wish to
transfer amounts to (your "target account(s)"). If you select more than one
target account, your dollar cost averaging request must specify how transferred
amounts should be allocated among the target accounts. Your source account may
not also be a target account.
Your dollar cost averaging transfers will continue until the earlier of
(i) your request to stop dollar cost averaging is effective, or (ii) your source
Account Value is zero, or (iii) your Annuity Date. If, as a result of a dollar
cost
11
<PAGE>
averaging transfer, your source Account Value falls below any minimum Account
Value we may establish, we have the right, at our option, to transfer that
remaining Account Value to your target account(s) on a proportionate basis
relative to your most recent allocation instructions. We may change, terminate
or suspend the dollar cost averaging option at any time.
PORTFOLIO REBALANCING
Portfolio rebalancing allows you to maintain the percentage of your Contract
Value allocated to each Variable Investment Option at a pre-set level prior to
annuitization. For example, you could specify that 30% of your Contract Value
should be in the Equity Index Subaccount, 40% in the Managed Bond Subaccount,
and 30% in the Growth LT Subaccount. Over time, the variations in each
Subaccount's investment results will shift this balance of these Subaccount
Value allocations. If you elect the portfolio rebalancing feature, we will
automatically transfer your Subaccount Value back to the percentages you
specify.
You may choose to have rebalances made quarterly, semiannually or annually until
your Annuity Date; portfolio rebalancing is not available after you annuitize.
Procedures for selecting portfolio rebalancing are generally the same as those
discussed in detail above for selecting dollar cost averaging: You may make your
request at any time prior to your Annuity Date and it will be effective when we
receive it in proper form. If you stop portfolio rebalancing, you must wait 30
days to begin again. You may specify a date for your first rebalance, or we will
treat your request as if you selected the request's effective date. If you
specify a date fewer than 30 days after your Contract Date, your first rebalance
will be delayed one month, and if you request rebalancing on your application
but do not specify a date for the first rebalance, it will occur one period
after your Contract Date, as described above under Dollar Cost Averaging. We may
change, terminate or suspend the portfolio rebalancing feature at any time.
EARNINGS SWEEP
An earnings sweep automatically transfers the earnings attributable to a
specified Investment Option (the "sweep option") to one or more other Investment
Options (your "target option(s)"). If you elect to use the earnings sweep, you
may select either the Fixed Option or the Money Market Subaccount as your sweep
option. The Account Value of your sweep option will be required to be at least
$5,000 when you elect the earnings sweep. You may select one or more Variable
Investment Options (but not the Money Market Subaccount) as your target
option(s).
You may choose to have earnings sweeps occur monthly, quarterly, semiannually or
annually until you annuitize. At each earnings sweep, we will automatically
transfer your accumulated earnings attributable to your sweep option for the
previous period proportionately to your target option(s). That is, if you select
a monthly earnings sweep, we will transfer the sweep option earnings from the
preceding month; if you select a semiannual earnings sweep, we will transfer the
sweep option earnings accumulated over the preceding six months. Earnings sweep
transfers are subject to the same requirements and limitations as other
transfers.
To determine the earnings, we take the change in the sweep option's Account
Value during the sweep period, add any withdrawals or transfers out of the sweep
option Account that occurred during the sweep period, and subtract any
allocations to the sweep option Account during the sweep period. The result of
this calculation represents the "total earnings" for the sweep period.
If, during the sweep period, you withdraw or transfer amounts from the sweep
option Account, we assume that earnings are withdrawn or transferred before any
other Account Value. Therefore, your "total earnings" for the sweep period will
be reduced by any amounts withdrawn or transferred during the sweep option
period. The remaining earnings are eligible for the sweep transfer.
Procedures for selecting the earnings sweep are generally the same as those
discussed in detail above for selecting dollar cost averaging and portfolio
rebalancing: You may make your request at any time and it will be effective when
we receive it in a form satisfactory to us. If you stop the earnings sweep, you
must wait 30 days
12
<PAGE>
to begin again. You may specify a date for your first sweep, or we will treat
your request as if you selected the request's effective date. If you specify a
date fewer than 30 days after your Contract Date, your first earnings sweep will
be delayed one month, and if you request the earnings sweep on your application
but do not specify a date for the first sweep, it will occur one period after
your Contract Date, as described above under Dollar Cost Averaging.
If, as a result of an earnings sweep transfer, your source Account Value falls
below $500, we have the right, at our option, to transfer that remaining Account
Value to your target account(s) on a proportionate basis relative to your most
recent allocation instructions. We may change, terminate or suspend the earnings
sweep option at any time.
PRE-AUTHORIZED WITHDRAWALS
You may specify a dollar amount for your pre-authorized withdrawals, or you may
specify a percentage of your Contract Value or an Account Value. You may direct
us to make your pre-authorized withdrawals from one or more specific Investment
Options; if you do not give us these specific instructions, amounts will be
deducted proportionately from your Account Value in each Fixed or Variable
Investment Option.
Procedures for selecting pre-authorized withdrawals are generally the same as
those discussed in detail above for selecting dollar cost averaging, portfolio
rebalancing, and earnings sweeps: You may make your request at any time and it
will be effective when we receive it in proper form. If you stop the
pre-authorized withdrawals, you must wait 30 days to begin again. You may
specify a date for the first withdrawal, or we will treat your request as if you
selected the request's effective date. If you specify a date fewer than 30 days
after your Contract Date, your first pre-authorized withdrawal will be delayed
one month, and if you request the pre-authorized withdrawals on your application
but do not specify a date for the first withdrawal, it will occur one period
after your Contract Date.
If your pre-authorized withdrawals cause your Account Value in any Investment
Option to fall below $500, we have the right, at our option, to transfer that
remaining Account Value to your other Investment Options on a proportionate
basis relative to your most recent allocation instructions. If your
pre-authorized withdrawals cause your Contract Value to fall below $1,000, we
may, at our option, terminate your Contract and send you the remaining
withdrawal proceeds.
Pre-authorized withdrawals are subject to the same withdrawal charges as are
other withdrawals, and each withdrawal is subject to any applicable charge for
premium taxes and/or other taxes, to federal income tax on its taxable portion,
and, if you have not reached age 59 1/2, a federal tax penalty of at least 10%.
DEATH BENEFIT
Any death benefit payable will be calculated as of the date we receive proof (in
proper form) of the Annuitant's death (or, if applicable, the Contract Owner's
death) and instructions regarding payment; any claim of a death benefit must be
made in proper form. A recipient of death benefit proceeds may elect to have
this benefit paid in one lump sum, in periodic payments, in the form of a
lifetime annuity or in some combination of these. Annuity payments will begin
within 30 days once we receive all information necessary to process the claim.
If your Contract names Joint or Contingent Annuitants, no death benefit proceeds
will be payable unless and until the last Annuitant dies prior to the Annuity
Date or a Contract Owner dies prior to the Annuity Date. If yours is a Qualified
Contract, your Contingent Annuitant or Contingent Owner must be your spouse.
JOINT ANNUITANTS ON QUALIFIED CONTRACTS
If your Contract was issued in connection with a Qualified Plan subject to
Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"), and
you change your marital status after your Contract Date, you may be permitted to
add a Joint Annuitant on your Annuity Date and to change your Joint Annuitant.
Generally speaking, you may be permitted to add a new spouse as a Joint
Annuitant, and you may be permitted to remove a Joint Annuitant who is no longer
your spouse. You may call us for more information.
13
<PAGE>
1035 EXCHANGES
You may make your initial Purchase Payment through an exchange of an existing
annuity contract. To exchange, you must complete a 1035 Exchange form, which is
available by calling your representative, or by calling us at 1-800-722-2333,
and mail the form along with the annuity contract you are exchanging (plus your
completed application if you are making an initial Purchase Payment) to us.
In general terms, Section 1035 of the Code provides that you recognize no gain
or loss when you exchange one annuity contract solely for another annuity
contract. However, transactions under Section 1035 may be subject to special
rules and may require special procedures and record-keeping, particularly if the
exchanged annuity contract was issued prior to August 14, 1982. You should
consult your tax adviser prior to effecting a 1035 Exchange.
SAFEKEEPING OF ASSETS
We are responsible for the safekeeping of the assets of the Separate Account.
These assets are held separate and apart from the assets of our General Account
and our other separate accounts.
FINANCIAL STATEMENTS
The statement of net assets of Separate Account A as of December 31, 1999 and
the related statement of operations for the year then ended and statements of
changes in net assets for each of the two years in the period then ended are
incorporated by reference in this Statement of Additional Information from the
Annual Report of Separate Account A dated December 31, 1999. Pacific Life's
consolidated financial statements as of December 31, 1999 and 1998 and for each
of the three years in the period ended December 31, 1999 are set forth beginning
on the next page. These financial statement should be considered only as bearing
on the ability of Pacific Life to meet its obligations under the Contracts and
not as bearing on the investment performance of the assets held in the Separate
Account.
The information in Separate Account A's Annual Report relates to variable
annuity contracts other than the Contract that we have issued and that are
funded by Separate Account A.
INDEPENDENT AUDITORS
The consolidated financial statements of Pacific Life as of December 31, 1999
and 1998 and for each of the three years in the period ended December 31, 1999
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report appearing herein.
14
<PAGE>
INDEPENDENT AUDITORS' REPORT
- -----------------------------------
Pacific Life Insurance Company and Subsidiaries:
We have audited the accompanying consolidated statements of financial condition
of Pacific Life Insurance Company and Subsidiaries (the "Company") as of
December 31, 1999 and 1998, and the related consolidated statements of
operations, stockholder's equity and cash flows for each of the three years in
the period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Pacific Life Insurance Company and
Subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Costa Mesa, California
February 22, 2000
15
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
December 31,
1999 1998
<S> <C> <C>
- --------------------------------------------------------------------------------------
(IN MILLIONS)
ASSETS
Investments:
Securities available for sale at estimated fair value:
Fixed maturity securities $14,814.0 $13,804.7
Equity securities 295.2 547.5
Trading securities at estimated fair value 99.9 97.0
Mortgage loans 2,920.2 2,788.7
Real estate 236.0 172.7
Policy loans 4,258.5 4,003.2
Other investments 882.7 951.7
- --------------------------------------------------------------------------------------
TOTAL INVESTMENTS 23,506.5 22,365.5
Cash and cash equivalents 439.4 154.1
Deferred policy acquisition costs 1,446.1 899.8
Accrued investment income 287.2 259.3
Other assets 830.7 361.2
Separate account assets 23,613.1 15,844.0
- --------------------------------------------------------------------------------------
TOTAL ASSETS $50,123.0 $39,883.9
======================================================================================
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Universal life and investment-type products $19,045.5 $17,973.0
Future policy benefits 4,386.0 2,480.5
Short-term and long-term debt 224.4 445.1
Other liabilities 939.2 813.3
Separate account liabilities 23,613.1 15,844.0
- --------------------------------------------------------------------------------------
TOTAL LIABILITIES 48,208.2 37,555.9
- --------------------------------------------------------------------------------------
Commitments and contingencies
Stockholder's Equity:
Common stock - $50 par value; 600,000 shares authorized,
issued and outstanding 30.0 30.0
Paid-in capital 139.9 126.2
Unearned ESOP shares (11.6)
Retained earnings 2,034.5 1,663.5
Accumulated other comprehensive income (loss) -
Unrealized gain (loss) on securities available for
sale, net (278.0) 508.3
- --------------------------------------------------------------------------------------
TOTAL STOCKHOLDER'S EQUITY 1,914.8 2,328.0
- --------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $50,123.0 $39,883.9
======================================================================================
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
16
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
(IN MILLIONS)
REVENUES
Universal life and investment-type product policy fees $ 653.8 $ 525.3 $ 431.2
Insurance premiums 483.9 537.1 526.4
Net investment income 1,473.3 1,413.6 1,325.4
Net realized investment gains 101.5 39.4 85.4
Commission revenue 234.3 220.1 146.6
Other income 144.7 112.5 97.9
- ------------------------------------------------------------------------------------------------
TOTAL REVENUES 3,091.5 2,848.0 2,612.9
- ------------------------------------------------------------------------------------------------
BENEFITS AND EXPENSES
Interest credited to universal life and investment-type
products 904.4 880.8 797.8
Policy benefits paid or provided 734.4 757.0 712.6
Commission expenses 484.6 387.2 305.1
Operating expenses 453.4 468.0 507.9
- ------------------------------------------------------------------------------------------------
TOTAL BENEFITS AND EXPENSES 2,576.8 2,493.0 2,323.4
- ------------------------------------------------------------------------------------------------
INCOME BEFORE PROVISION FOR INCOME TAXES 514.7 355.0 289.5
Provision for income taxes 143.7 113.5 113.5
- ------------------------------------------------------------------------------------------------
NET INCOME $ 371.0 $ 241.5 $ 176.0
================================================================================================
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
Accumulated
Common Stock Unearned Other
------------------- Paid-in ESOP Retained Comprehensive
Shares Amount Capital Shares Earnings Income (Loss) Total
<S> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)
BALANCES,
JANUARY 1, 1997 $1,318.0 $ 379.2 $1,697.2
Comprehensive income:
Net income 176.0 176.0
Change in unrealized gain on
securities available for
sale, net 196.0 196.0
--------
Total comprehensive income 372.0
Issuance of partnership units by
affiliate $85.1 85.1
Initial member capitalization of
Pacific Mutual Holding Company (2.0) (2.0)
Issuance of common stock 0.6 $30.0 35.0 (65.0)
Dividend paid to Pacific LifeCorp (5.0) (5.0)
- ----------------------------------------------------------------------------------------------------------------------
BALANCES,
DECEMBER 31, 1997 0.6 30.0 120.1 1,422.0 575.2 2,147.3
Comprehensive income:
Net income 241.5 241.5
Change in unrealized gain on
securities available for
sale, net (66.9) (66.9)
--------
Total comprehensive income 174.6
Issuance of partnership units by
affiliate 6.1 6.1
- ----------------------------------------------------------------------------------------------------------------------
BALANCES,
DECEMBER 31, 1998 0.6 30.0 126.2 1,663.5 508.3 2,328.0
Comprehensive loss:
Net income 371.0 371.0
Change in unrealized gain on
securities available for
sale, net (786.3) (786.3)
--------
Total comprehensive loss (415.3)
Issuance of partnership units by
affiliate 10.6 10.6
Capital contribution 3.1 3.1
Purchase of ESOP note $(13.1) (13.1)
Allocation of unearned ESOP shares 1.5 1.5
- ----------------------------------------------------------------------------------------------------------------------
BALANCES,
DECEMBER 31, 1999 0.6 $30.0 $139.9 $(11.6) $2,034.5 $(278.0) $1,914.8
======================================================================================================================
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
(IN MILLIONS)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 371.0 $ 241.5 $ 176.0
Adjustments to reconcile net income to net cash provided by
operating activities:
Amortization on fixed maturity securities (77.8) (39.4) (26.6)
Depreciation and other amortization 20.5 26.0 38.3
Earnings of equity method investees (92.9) (99.0) (78.1)
Deferred income taxes (8.5) (20.6) (14.4)
Net realized investment gains (101.5) (39.4) (85.4)
Net change in deferred policy acquisition costs (546.3) (171.9) (196.4)
Interest credited to universal life and investment-type
products 904.4 880.8 797.8
Change in trading securities (2.9) (14.3) (18.3)
Change in accrued investment income (27.9) 3.1 (59.9)
Change in future policy benefits 58.1 (9.7) (16.3)
Change in other assets and liabilities 207.1 102.2 574.9
- ------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 703.3 859.3 1,091.6
- ------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Securities available for sale:
Purchases (4,173.4) (4,330.5) (6,272.3)
Sales 2,333.8 2,209.3 2,224.1
Maturities and repayments 1,400.3 2,221.8 2,394.6
Repayments of mortgage loans 681.0 334.9 179.3
Proceeds from sales of mortgage loans and real estate 24.4 43.3 104.4
Purchases of mortgage loans and real estate (886.3) (1,246.3) (643.7)
Distributions from partnerships 138.2 119.5 91.6
Change in policy loans (255.3) (129.7) (301.4)
Cash received from acquisitions of insurance blocks of
business 164.9 1,215.9
Other investing activity, net 255.6 (466.6) (70.8)
- ------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (316.8) (1,244.3) (1,078.3)
- ------------------------------------------------------------------------------------------------
(CONTINUED)
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>
19
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
(CONTINUED) 1999 1998 1997
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
(IN MILLIONS)
CASH FLOWS FROM FINANCING ACTIVITIES
Policyholder account balances:
Deposits $ 4,453.4 $ 4,007.0 $ 2,679.8
Withdrawals (4,322.3) (3,770.7) (2,667.3)
Net change in short-term and long-term debt (220.7) 191.5 (16.5)
Purchase of ESOP note (13.1)
Allocation of unearned ESOP shares 1.5
Initial capitalization of Pacific Mutual Holding Company (2.0)
Dividend paid to Pacific LifeCorp (5.0)
- ---------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (101.2) 427.8 (11.0)
- ---------------------------------------------------------------------------------------------------
Net change in cash and cash equivalents 285.3 42.8 2.3
Cash and cash equivalents, beginning of year 154.1 111.3 109.0
- ---------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 439.4 $ 154.1 $ 111.3
===================================================================================================
SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING ACTIVITIES
In connection with the acquisitions of an annuity and an insurance block of business in 1999 and
1997, respectively, as discussed in Note 4, the following assets and liabilities were assumed:
Fixed maturity securities $ 1,592.7
Cash and cash equivalents 164.9 $ 1,215.9
Policy loans 440.3
Other assets 100.4 43.4
--------- ---------
Total assets assumed $ 1,858.0 $ 1,699.6
--------- ---------
Policyholder account values $ 1,693.8
Annuity reserves $ 1,847.4
Other liabilities 10.6 5.8
--------- ---------
Total liabilities assumed $ 1,858.0 $ 1,699.6
--------- ---------
===================================================================================================
SUPPLEMENTAL SCHEDULE OF NON CASH FINANCING ACTIVITIES
As a result of the Conversion in 1997, as discussed in Note 1, $65 million of retained earnings was
allocated for the issuance of 600,000 shares of common stock with a par value totaling
$30 million and $35 million to paid-in capital.
===================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
</TABLE>
<TABLE>
<S> <C> <C> <C>
Income taxes paid $83.0 $127.9 $153.0
Interest paid $23.3 $ 24.0 $ 26.1
====================================================================================================
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
20
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
Pacific Life Insurance Company ("Pacific Life") was established in 1868 and
is organized under the laws of the State of California as a stock life
insurance company. Pacific Life is an indirect subsidiary of Pacific Mutual
Holding Company ("PMHC"), a mutual holding company, and a wholly owned
subsidiary of Pacific LifeCorp, an intermediate stock holding company. PMHC
and Pacific LifeCorp were organized pursuant to consent received from the
Insurance Department of the State of California and the implementation of a
plan of conversion to form a mutual holding company structure in 1997 (the
"Conversion"). As a result of the Conversion, $65 million of retained
earnings was allocated for the issuance of 600,000 shares of common stock
with a par value totaling $30 million and $35 million to paid-in capital.
Pacific Life and its subsidiaries and affiliates have primary business
operations which consist of life insurance, annuities, pension and
institutional products, group employee benefits, broker-dealer operations,
and investment management and advisory services. Pacific Life's primary
business operations provide a broad range of life insurance, asset
accumulation and investment products for individuals and businesses and
offer a range of investment products to institutions and pension plans.
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements of Pacific Life
Insurance Company and Subsidiaries (the "Company") have been prepared in
accordance with generally accepted accounting principles ("GAAP") and
include the accounts of Pacific Life and its majority owned and controlled
subsidiaries. All significant intercompany transactions and balances have
been eliminated. Pacific Life prepares its regulatory financial statements
based on accounting practices prescribed or permitted by the Insurance
Department of the State of California. These consolidated financial
statements differ from those filed with regulatory authorities (Note 2).
NEW ACCOUNTING PRONOUNCEMENTS
On January 1, 1999, the Company adopted the American Institute of Certified
Public Accountants ("AICPA") Statement of Position ("SOP") 98-1,
"Accounting for the Cost of Computer Software Developed or Obtained for
Internal Use." SOP 98-1 requires that certain costs incurred in developing
internal use computer software be capitalized. Adoption of this accounting
standard did not have a material impact on the Company's consolidated
financial statements.
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133, as amended by SFAS
No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133," is effective for
fiscal years beginning after June 15, 2000. SFAS No. 133 requires, among
other things, that all derivatives be recognized in the consolidated
statements of financial condition as either assets or liabilities and
measured at estimated fair value. The corresponding derivative gains and
losses should be reported based upon the hedge relationship, if such a
relationship exists. Changes in the estimated fair value of derivatives
that are not designated as hedges or that do not meet the hedge accounting
criteria in SFAS No. 133 are required to be reported in income. The Company
is required to adopt SFAS No. 133 as of January 1, 2001. The Company is in
the process of quantifying the impact of SFAS No. 133 on its consolidated
financial statements.
21
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
During 1998, the AICPA issued SOP 98-7, "Deposit Accounting: Accounting for
Insurance and Reinsurance Contracts That Do Not Transfer Insurance Risk."
SOP 98-7 provides guidance on how to account for insurance and reinsurance
contracts that do not transfer insurance risk under a method referred to as
deposit accounting. SOP 98-7 is effective for fiscal years beginning after
June 15, 1999. The Company currently plans to adopt SOP 98-7 on January 1,
2000. Adoption of this accounting standard is not expected to have a
material impact on the Company's consolidated financial statements.
INVESTMENTS
Available for sale fixed maturity and equity securities are reported at
estimated fair value, with unrealized gains and losses, net of deferred
income taxes and adjustments related to deferred policy acquisition costs,
included as a separate component of equity on the accompanying consolidated
statements of financial condition. The cost of fixed maturity and equity
securities is adjusted for impairments in value deemed to be other than
temporary. Trading securities are reported at estimated fair value with
unrealized gains and losses included in net realized investment gains on
the accompanying consolidated statements of operations.
For mortgage-backed securities included in fixed maturity securities, the
Company recognizes income using a constant effective yield based on
anticipated prepayments and the estimated economic life of the securities.
When estimates of prepayments change, the effective yield is recalculated
to reflect actual payments to date and anticipated future payments. The net
investment in the securities is adjusted to the amount that would have
existed had the new effective yield been applied since the acquisition of
the securities. This adjustment is reflected in net investment income on
the accompanying consolidated statements of operations.
Realized gains and losses on investment transactions are determined on a
specific identification basis and are included in net realized investment
gains on the accompanying consolidated statements of operations.
Derivative financial instruments are carried at estimated fair value.
Unrealized gains and losses of derivatives used to hedge securities
classified as available for sale are reflected in a separate component of
equity on the accompanying consolidated statements of financial condition,
similar to the accounting of the underlying hedged assets. Realized gains
and losses on derivatives used for hedging are deferred and amortized over
the average life of the related hedged assets or liabilities. Unrealized
gains and losses of other derivatives are included in net realized
investment gains on the accompanying consolidated statements of operations.
Mortgage loans, net of valuation allowances, and policy loans are stated at
unpaid principal balances.
Real estate is carried at depreciated cost, net of writedowns, or, for real
estate acquired in satisfaction of debt, estimated fair value less
estimated selling costs at the date of acquisition if lower than the
related unpaid balance.
Partnership and joint venture interests in which the Company does not have
a controlling interest or a majority ownership are generally recorded using
the equity method of accounting and are included in other investments on
the accompanying consolidated statements of financial condition.
22
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Company, through its wholly owned subsidiary Pacific Asset Management
LLC ("PAM"), has an approximate 33% beneficial ownership interest in PIMCO
Advisors L.P. ("PIMCO Advisors") as of December 31, 1999 and 1998. In
December 1997, PIMCO Advisors completed a transaction in which it acquired
the assets of Oppenheimer Capital, L.P., including its interest in
Oppenheimer Capital, by issuing approximately 33 million PIMCO Advisors
General and Limited Partner units. In connection with this transaction, the
Company increased its investment in PIMCO Advisors to reflect the excess of
the Company's pro rata share of PIMCO Advisors partners' capital subsequent
to this transaction over the carrying value of the Company's investment in
PIMCO Advisors. The net result of this transaction was to directly increase
stockholder's equity by $85.1 million. During 1999 and 1998, the Company
increased its investment in PIMCO Advisors to reflect its pro rata share of
the increase to PIMCO Advisors partners' capital due to the issuance of
additional partnership units. For the years ended December 31, 1999 and
1998, there was a direct increase to the Company's stockholder's equity of
$10.6 million and $6.1 million, respectively. During 1998, the Company also
acquired the beneficial ownership of additional partnership units. Deferred
taxes resulting from these transactions have been included in the
accompanying consolidated financial statements.
On October 31, 1999, PAM entered into an Implementation and Merger
Agreement with Allianz of America, Inc. ("Allianz") and a number of other
parties in which Allianz will purchase 70% of the outstanding partnership
units of PIMCO Advisors. PAM is exchanging its interest in PIMCO Advisors
for a beneficial economic interest in a new class of PIMCO Advisors
partnership units with a cash distribution comprised of a fixed and
variable return. This transaction is anticipated to close during the first
half of 2000, subject to certain closing conditions and approvals.
In connection with this transaction, PAM has entered into a Continuing
Investment Agreement with Allianz with respect to its investment in PIMCO
Advisors. The investment in PIMCO Advisors held by PAM will be subject to
put and call options held by PAM and Allianz, respectively. The put option
gives PAM the right to require Allianz, on the last business day of each
calendar quarter, to purchase all of the investment in PIMCO Advisors held
by PAM. The put option price would be the distributions per unit amount, as
defined in the Continuing Investment Agreement, for the most recently
completed four calendar quarters multiplied by a factor of 14.0. The call
option gives Allianz the right to require PAM, on any January 31, April 30,
July 31, or October 31, beginning on January 31, 2003, to sell its
investment in PIMCO Advisors to Allianz. The call option price would be the
distributions per unit, as defined in the Continuing Investment Agreement,
for the most recently completed four calendar quarters multiplied by a
factor of 14.0 if the call per unit value is at least $50.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include all liquid debt instruments with an
original maturity of three months or less.
23
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DEFERRED POLICY ACQUISITION COSTS
The costs of acquiring new insurance business, principally commissions,
medical examinations, underwriting, policy issue and other expenses, all of
which vary with and are primarily related to the production of new
business, have been deferred. For universal life, annuity and other
investment-type products, such costs are generally amortized over the
expected life of the contract in proportion to the present value of
expected gross profits using the assumed crediting rate. Adjustments are
reflected in earnings or equity in the period the Company experiences
deviations in gross profit assumptions. Adjustments directly affecting
equity result from experience deviations due to changes in unrealized gains
and losses in investments classified as available for sale. For traditional
life insurance products, such costs are being amortized over the
premium-paying period of the related policies in proportion to premium
revenues recognized, using assumptions consistent with those used in
computing policy reserves. For the years ended December 31, 1999, 1998 and
1997, amortization of deferred policy acquisition costs included in
commission expenses amounted to $131.7 million, $73.0 million and
$50.2 million, respectively, and included in operating expenses amounted to
$55.4 million, $33.5 million and $29.4 million, respectively, on the
accompanying consolidated statements of operations.
UNIVERSAL LIFE AND INVESTMENT-TYPE PRODUCTS
Universal life and investment-type products, including guaranteed
investment contracts and funding agreements, are valued using the
retrospective deposit method and consist principally of deposits received
plus interest credited less accumulated assessments. Interest credited to
these policies primarily ranged from 4% to 8.4% during 1999, 1998 and 1997.
FUTURE POLICY BENEFITS
Life insurance reserves are valued using the net level premium method.
Interest rate assumptions ranged from 4.5% to 9.3% for 1999, 1998 and 1997.
Mortality, morbidity and withdrawal assumptions are generally based on the
Company's experience, modified to provide for possible unfavorable
deviations. Future dividends for participating business are provided for in
the liability for future policy benefits. Dividends to policyholders are
included in policy benefits paid or provided on the accompanying
consolidated statements of operations.
Dividends are accrued based on dividend formulas approved by the Board of
Directors and reviewed for reasonableness and equitable treatment of
policyholders by an independent consulting actuary. As of December 31, 1999
and 1998, participating experience rated policies paying dividends
represented approximately 1% of direct written life insurance in force.
REVENUES AND EXPENSES
Insurance premiums are recognized as revenue when due. Benefits and
expenses, other than deferred policy acquisition costs, are recognized when
incurred.
Generally, receipts for universal life, annuities and other investment-type
products are classified as deposits. Policy fees from these contracts
include mortality charges, surrender charges and earned policy service
fees. Expenses related to these products include interest credited to
account balances and benefit amounts in excess of account balances.
Commission revenue from Pacific Life's broker-dealer subsidiaries is
recorded on the trade date.
24
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DEPRECIATION AND AMORTIZATION
Depreciation of investment real estate is computed on the straight-line
method over the estimated useful lives which range from 5 to 30 years.
Certain other assets are depreciated or amortized on the straight-line
method over periods ranging from 3 to 40 years. Depreciation of investment
real estate is included in net investment income on the accompanying
consolidated statements of operations. Depreciation and amortization of
certain other assets is included in operating expenses on the accompanying
consolidated statements of operations.
INCOME TAXES
Pacific Life is taxed as a life insurance company for income tax purposes
and is included in the consolidated income tax returns of PMHC. Prior to
1998, Pacific Life was subject to an equity tax calculated by a prescribed
formula that incorporated a differential earnings rate between stock and
mutual life insurance companies. In December 1998, the Internal Revenue
Service released Revenue Ruling 99-3 which exempts Pacific Life from this
tax for taxable years beginning in 1998. Deferred income taxes are provided
for timing differences in the recognition of revenues and expenses for
financial reporting and income tax purposes.
SEPARATE ACCOUNTS
Separate account assets are recorded at market value and the related
liabilities represent segregated contract owner funds maintained in
accounts with individual investment objectives. The investment results of
separate account assets generally pass through to separate account contract
owners.
ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value of financial instruments, disclosed in Notes 5, 6
and 7, has been determined using available market information and
appropriate valuation methodologies. However, considerable judgment is
required to interpret market data to develop the estimates of fair value.
Accordingly, the estimates presented may not be indicative of the amounts
the Company could realize in a current market exchange. The use of
different market assumptions and/or estimation methodologies could have a
significant effect on the estimated fair value amounts.
RISKS AND UNCERTAINTIES
The Company operates in a business environment which is subject to various
risks and uncertainties. Such risks and uncertainties include, but are not
limited to, interest rate risk, investment market risk, credit risk and
legal and regulatory changes.
Interest rate risk is the potential for interest rates to change, which can
cause fluctuations in the value of investments. To the extent that
fluctuations in interest rates cause the duration of assets and liabilities
to differ, the Company may have to sell assets prior to their maturity and
realize losses. The Company controls its exposure to this risk by, among
other things, asset/liability matching techniques which attempt to match
the duration of assets and liabilities and utilization of derivative
instruments. Additionally, the Company includes contractual provisions
limiting withdrawal rights for certain of its products. A substantial
portion of the Company's liabilities are not subject to surrender or can be
surrendered only after deduction of a surrender charge or a market value
adjustment.
25
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Credit risk is the risk that issuers of investments owned by the Company
may default or that other parties may not be able to pay amounts due to the
Company. The Company manages its investments to limit credit risk by
diversifying its portfolio among various security types and industry
sectors. The credit risk of financial instruments is controlled through
credit approval procedures, limits and ongoing monitoring. Real estate and
mortgage loan investment risks are limited by diversification of geographic
location and property type. Management does not believe that significant
concentrations of credit risk exist.
The Company is also exposed to credit loss in the event of nonperformance
by the counterparties to interest rate swap contracts and other derivative
securities. The Company manages this risk through credit approvals and
limits on exposure to any specific counterparty. However, the Company does
not anticipate nonperformance by the counterparties.
The Company is subject to various state and Federal regulatory authorities.
The potential exists for changes in regulatory initiatives which can result
in additional, unanticipated expense to the Company. Existing Federal laws
and regulations affect the taxation of life insurance or annuity products,
and insurance companies. There can be no assurance as to what, if any,
cases might be decided or future legislation might be enacted, or if
decided or enacted, whether such cases or legislation would contain
provisions with possible negative effects on the Company's life insurance
or annuity products.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the 1999
financial statement presentation.
26
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. STATUTORY RESULTS
The following are reconciliations of statutory capital and surplus, and
statutory net income for Pacific Life, as calculated in accordance with
accounting practices prescribed or permitted by the Insurance Department of
the State of California, to the amounts reported as stockholder's equity
and net income included on the accompanying consolidated financial
statements:
<TABLE>
<CAPTION>
December 31,
1999 1998
<S> <C> <C>
----------------------
(IN MILLIONS)
Statutory capital and surplus $1,219.1 $1,157.4
Deferred policy acquisition costs 1,398.6 944.5
Deferred income taxes 304.5 307.1
Asset valuation reserve 232.1 298.7
Non admitted assets 83.3 40.4
Subsidiary equity 25.2 26.5
Surplus notes (149.6) (149.6)
Unrealized gain (loss) on securities available
for sale, net (278.0) 508.3
Insurance and annuity reserves (845.2) (654.4)
Other (75.2) (150.9)
----------------------
Stockholder's equity as reported herein $1,914.8 $2,328.0
======================
</TABLE>
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
--------------------------------------
(IN MILLIONS)
Statutory net income $ 168.4 $ 187.6 $ 121.5
Deferred policy acquisition costs 379.2 177.3 160.4
Deferred income taxes (2.7) 17.9 41.2
Earnings of subsidiaries (27.5) (32.8) (40.6)
Insurance and annuity reserves (184.3) (145.1) (107.0)
Other 37.9 36.6 0.5
--------------------------------------
Net income as reported herein $ 371.0 $ 241.5 $ 176.0
======================================
</TABLE>
27
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. STATUTORY RESULTS (CONTINUED)
RISK-BASED CAPITAL
Risk-based capital is a method developed by the National Association of
Insurance Commissioners ("NAIC") to measure the minimum amount of capital
appropriate for an insurance company to support its overall business
operations in consideration of its size and risk profile. The formulas for
determining the amount of risk-based capital specify various weighting
factors that are applied to financial balances or various levels of
activity based on the perceived degree of risk. The adequacy of a company's
actual capital is measured by the risk-based capital results as determined
by the formulas. Companies below minimum risk-based capital requirements
are classified within certain levels, each of which requires specified
corrective action. As of December 31, 1999 and 1998, Pacific Life and
Pacific Life & Annuity Company, formerly PM Group Life Insurance Company, a
wholly owned Arizona domiciled life insurance subsidiary of Pacific Life,
exceeded the minimum risk-based capital requirements.
CODIFICATION
In 1998, the NAIC adopted the Codification of Statutory Accounting
Principles ("Codification"). The Codification, which is intended to
standardize regulatory accounting and reporting for the insurance industry,
is proposed to be effective January 1, 2001. However, statutory accounting
principles will continue to be established by individual state laws and
permitted practices and it is uncertain when, or if, the states of
California and Arizona will require adoption of Codification for the
preparation of statutory financial statements. The Company has not
finalized the quantification of the effects of Codification on its
statutory financial statements.
DIVIDEND RESTRICTIONS
Dividend payments by Pacific Life to Pacific LifeCorp in any 12-month
period cannot exceed the greater of 10% of statutory capital and surplus as
of the preceding year-end or the statutory net gain from operations for the
previous calendar year, without prior approval from the Insurance
Department of the State of California. Based on this limitation and 1999
statutory results, Pacific Life could pay $174.0 million in dividends in
2000 without prior approval. No dividends were paid during 1999 and 1998.
The maximum amount of ordinary dividends that can be paid by PL&A without
restriction cannot exceed the lesser of 10% of statutory surplus as regards
to policyholders, or the statutory net gain from operations. No dividends
were paid during 1999 and 1998.
PERMITTED PRACTICE
Net cash distributions received on PAM's investment in PIMCO Advisors are
recorded as income as permitted by the Insurance Department of the State of
California for statutory accounting purposes.
3. CLOSED BLOCK
In connection with the Conversion, an arrangement known as a closed block
(the "Closed Block") was established, for dividend purposes only, for the
exclusive benefit of certain individual life insurance policies that had an
experience based dividend scale for 1997. The Closed Block was designed to
give reasonable assurance to holders of Closed Block policies that policy
dividends will not change solely as a result of the Conversion.
28
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. CLOSED BLOCK (CONTINUED)
Assets that support the Closed Block, which are primarily included in fixed
maturity securities, policy loans and accrued investment income, amounted
to $293.5 million and $311.6 million as of December 31, 1999 and 1998,
respectively. Liabilities allocated to the Closed Block, which are
primarily included in future policy benefits amounted to $341.8 million and
$352.8 million as of December 31, 1999 and 1998, respectively. The
contribution to income from the Closed Block amounted to $3.8 million, $5.1
million and $5.7 million and is primarily included in insurance premiums,
net investment income and policy benefits paid or provided for the years
ended December 31, 1999, 1998 and 1997, respectively.
4. ACQUISITIONS
Effective July 15, 1999, Pacific Life acquired a payout annuity block of
business from Confederation Life Insurance Company (U.S.) in
Rehabilitation, which is currently under rehabilitation ("Confederation
Life"). This block of business consists of approximately 16,000 annuitants
having reserves of $1.8 billion. The assets received as part of this
acquisition amounted to $1.6 billion in fixed maturity securities and
$0.2 billion in cash.
The remaining cost of acquiring this annuity business, representing the
amount equal to the excess of the estimated fair value of the reserves
assumed over the estimated fair value of the assets acquired, amounted to
$74.5 million as of December 31, 1999, and is included in deferred policy
acquisition costs on the accompanying consolidated statement of financial
condition. Amortization of this asset for the year ended December 31, 1999
amounted to $0.4 million, and is included in commission expense on the
accompanying consolidated statement of operations.
On June 1, 1997, Pacific Life acquired a block of corporate-owned life
insurance ("COLI") policies from Confederation Life, which consisted of
approximately 38,000 policies having a face amount of insurance of
$8.6 billion and reserves of $1.7 billion. The assets received as part of
this acquisition amounted to $1.2 billion in cash and $0.4 billion in
policy loans. This block is primarily non leveraged COLI.
The remaining cost of acquiring this COLI business, representing the amount
equal to the excess of the estimated fair value of the reserves assumed
over the estimated fair value of the assets acquired, amounted to
$27.9 million and $36.5 million as of December 31, 1999 and 1998,
respectively, and is included in deferred policy acquisition costs on the
accompanying consolidated statements of financial condition. Amortization
of this asset for the years ended December 31, 1999, 1998 and 1997 amounted
to $8.6 million, $7.7 million and $0.9 million, respectively, and is
included in commission expenses on the accompanying consolidated statements
of operations.
During 1999, Pacific Life acquired a 95% interest in Grayhawk Golf
Holdings, LLC, which owns 100% of a real estate investment property in
Arizona.
29
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. INVESTMENT IN FIXED MATURITY AND EQUITY SECURITIES
The amortized cost, gross unrealized gains and losses, and estimated fair
value of fixed maturity and equity securities available for sale are shown
below. The estimated fair value of publicly traded securities is based on
quoted market prices. For securities not actively traded, estimated fair
values were provided by independent pricing services specializing in
"matrix pricing" and modeling techniques. The Company also estimates
certain fair values based on interest rates, credit quality and average
maturity or from securities with comparable trading characteristics.
<TABLE>
<CAPTION>
Gross Unrealized
Amortized ---------------------- Estimated
Cost Gains Losses Fair Value
<S> <C> <C> <C> <C>
-----------------------------------------------------
(IN MILLIONS)
As of December 31, 1999:
--------------------------------------------------------
U.S. Treasury securities and obligations of
U.S. government authorities and agencies $ 107.7 $ 9.3 $ 1.0 $ 116.0
Obligations of states, political subdivisions 642.0 13.0 27.7 627.3
Foreign governments 285.0 10.5 6.7 288.8
Corporate securities 8,725.0 220.3 387.4 8,557.9
Mortgage-backed and asset-backed securities 5,323.8 33.7 251.1 5,106.4
Redeemable preferred stock 108.5 14.2 5.1 117.6
-----------------------------------------------------
Total fixed maturity securities $15,192.0 $301.0 $679.0 $14,814.0
=====================================================
Total equity securities $ 269.3 $ 57.0 $ 31.1 $ 295.2
=====================================================
As of December 31, 1998:
--------------------------------------------------------
U.S. Treasury securities and obligations of
U.S. government authorities and agencies $ 95.6 $ 25.1 $ 120.7
Obligations of states, political subdivisions 481.9 91.3 $ 11.8 561.4
Foreign governments 253.1 28.3 4.3 277.1
Corporate securities 7,888.7 446.3 124.5 8,210.5
Mortgage-backed and asset-backed securities 4,434.7 143.1 53.0 4,524.8
Redeemable preferred stock 104.0 11.3 5.1 110.2
-----------------------------------------------------
Total fixed maturity securities $13,258.0 $745.4 $198.7 $13,804.7
=====================================================
Total equity securities $ 364.4 $202.6 $ 19.5 $ 547.5
=====================================================
</TABLE>
30
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. INVESTMENT IN FIXED MATURITY AND EQUITY SECURITIES (CONTINUED)
The amortized cost and estimated fair value of fixed maturity securities
available for sale as of December 31, 1999, by contractual repayment date
of principal, are shown below. Expected maturities may differ from
contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Amortized Estimated
Cost Fair Value
<S> <C> <C>
-----------------------
(IN MILLIONS)
Due in one year or less $ 566.5 $ 572.6
Due after one year through five years 3,324.0 3,366.5
Due after five years through ten years 2,995.9 2,921.4
Due after ten years 2,981.8 2,847.1
-----------------------
9,868.2 9,707.6
Mortgage-backed and asset-backed securities 5,323.8 5,106.4
-----------------------
Total $15,192.0 $14,814.0
=======================
</TABLE>
Major categories of investment income are summarized as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
--------------------------------
(IN MILLIONS)
Fixed maturity securities $1,030.3 $ 929.7 $ 940.2
Equity securities 14.6 13.5 10.2
Mortgage loans 205.6 174.6 129.5
Real estate 46.5 38.1 53.6
Policy loans 158.6 161.5 144.3
Other 131.7 203.2 156.2
--------------------------------
Gross investment income 1,587.3 1,520.6 1,434.0
Investment expense 114.0 107.0 108.6
--------------------------------
Net investment income $1,473.3 $1,413.6 $1,325.4
================================
</TABLE>
31
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. INVESTMENT IN FIXED MATURITY AND EQUITY SECURITIES (CONTINUED)
Net realized investment gain, including changes in valuation allowances,
are as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
------------------------------------
(IN MILLIONS)
Fixed maturity securities available for sale:
Gross gain $ 89.3 $ 92.7 $ 56.3
Gross loss (72.9) (84.8) (31.1)
Equity securites available for sale:
Gross gain 109.0 40.9 36.1
Gross loss (52.0) (6.8) (6.2)
Mortgage loans on real estate 10.1 (10.7) (4.6)
Real estate 18.0 1.2 16.9
Other investments 6.9 18.0
------------------------------------
Total $101.5 $ 39.4 $ 85.4
====================================
</TABLE>
The change in gross unrealized gain on investments in available for sale
and trading securities is as follows:
<TABLE>
<CAPTION>
December 31,
1999 1998 1997
<S> <C> <C> <C>
---------------------------------
(IN MILLIONS)
Available for sale securities:
Fixed maturity $ (924.7) $(229.5) $223.5
Equity (157.2) 63.1 85.7
---------------------------------
Total $(1,081.9) $(166.4) $309.2
=================================
Trading securities $ 0.4 $ (2.5) $ (1.1)
=================================
</TABLE>
As of December 31, 1999 and 1998, investments in fixed maturity securities
with a carrying value of $12.6 million and $13.0 million, respectively,
were on deposit with state insurance departments to satisfy regulatory
requirements. One diversified financial security, rated AA, exceeds 10% of
total stockholder's equity as of December 31, 1999.
32
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. FINANCIAL INSTRUMENTS
The estimated fair values of the Company's financial instruments are as
follows:
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
----------------------- -----------------------
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
<S> <C> <C> <C> <C>
--------------------------------------------------
(IN MILLIONS)
Assets:
Fixed maturity and equity securities (Note 5) $15,109.2 $15,109.2 $14,352.2 $14,352.2
Trading securities 99.9 99.9 97.0 97.0
Mortgage loans 2,920.2 2,983.8 2,788.7 2,911.2
Policy loans 4,258.5 4,258.5 4,003.2 4,003.2
Cash and cash equivalents 439.4 439.4 154.1 154.1
Derivative instruments 43.5 43.5 176.1 176.1
Liabilities:
Guaranteed interest contracts 6,365.0 6,296.3 5,665.3 5,751.0
Deposit liabilities 544.9 533.7 599.9 626.7
Annuity liabilities 1,323.3 1,304.8 1,448.0 1,430.1
Short-term debt 60.0 60.0 295.5 295.5
Long-term debt 164.4 164.3 149.6 176.0
Derivative instruments 229.5 229.5 36.0 36.0
</TABLE>
The following methods and assumptions were used to estimate the fair value
of these financial instruments as of December 31, 1999 and 1998:
TRADING SECURITIES
The estimated fair value of trading securities is based on quoted market
prices.
MORTGAGE LOANS
The estimated fair value of the mortgage loan portfolio is determined by
discounting the estimated future cash flows, using a year-end market rate
which is applicable to the yield, credit quality and average maturity of
the composite portfolio.
POLICY LOANS
The carrying amounts of policy loans are a reasonable estimate of their
fair values because interest rates are generally variable and based on
current market rates.
CASH AND CASH EQUIVALENTS
The carrying values approximate fair values due to the short-term
maturities of these instruments.
33
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. FINANCIAL INSTRUMENTS (CONTINUED)
GUARANTEED INTEREST CONTRACTS AND DEPOSIT LIABILITIES
The estimated fair value of fixed maturity guaranteed interest contracts is
estimated using the rates currently offered for deposits of similar
remaining maturities. The estimated fair value of deposit liabilities with
no defined maturities is the amount payable on demand.
ANNUITY LIABILITIES
The estimated fair value of annuity liabilities approximates carrying value
and primarily includes policyholder deposits and accumulated credited
interest.
SHORT-TERM DEBT
The carrying amount of short-term debt is a reasonable estimate of its fair
value because the interest rates are variable and based on current market
rates.
LONG-TERM DEBT
The estimated fair value of surplus notes is based on market quotes. The
carrying amount of other long-term debt is a reasonable estimate of its
fair value because the interest on the debt is approximately the same as
current market rates.
FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
Pacific Life has issued certain contracts to 401(k) plans totaling $1.7
billion as of December 31, 1999, pursuant to the terms of which the 401(k)
plan retains direct ownership and control of the assets related to these
contracts. Pacific Life agrees to provide benefit responsiveness in the
event that plan benefit requests exceed plan cash flows. In return for this
guarantee, Pacific Life receives a fee which varies by contract. Pacific
Life sets the investment guidelines to provide for appropriate credit
quality and cash flow matching.
34
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. DERIVATIVE INSTRUMENTS
Derivatives are financial instruments whose value or cash flows are
"derived" from another source, such as an underlying security. They can
facilitate total return and, when used for hedging, they achieve the lowest
cost and most efficient execution of positions. Derivatives can also be
used as leverage by using very large notional amounts or by creating
formulas that multiply changes in the underlying security. The Company's
approach is to avoid highly leveraged or overly complex investments. The
Company utilizes certain derivative financial instruments to diversify its
business risk and to minimize its exposure to fluctuations in market
prices, interest rates or basis risk as well as for facilitating total
return. Risk is limited through modeling derivative performance in product
portfolios for hedging and setting loss limits in total return portfolios.
Derivatives used by the Company involve elements of credit risk and market
risk in excess of amounts recognized on the accompanying consolidated
financial statements. The notional amounts of these instruments reflect the
extent of involvement in the various types of financial instruments. The
estimated fair values of these instruments are based on dealer quotations
or internal price estimates believed to be comparable to dealer quotations.
These amounts estimate what the Company would have to pay or receive if the
contracts were terminated at that time. The Company determines, on an
individual counterparty basis, the need for collateral or other security to
support financial instruments with off balance sheet counterparty risk.
Outstanding derivatives with off balance sheet risks, shown in notional or
contract amounts along with their carrying value and estimated fair values
as of December 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
Assets (Liabilities)
------------------------------------------------
Notional or Carrying Estimated Carrying Estimated
Contract Amounts Value Fair Value Value Fair Value
1999 1998 1999 1999 1998 1998
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------
(IN MILLIONS)
Interest rate floors, caps, options
and swaptions $1,003.0 $2,653.0 $ 5.0 $ 5.0 $ 67.9 $ 67.9
Interest rate swap contracts 2,867.5 2,608.6 38.5 38.5 (23.3) (23.3)
Asset swap contracts 58.1 63.2 (3.6) (3.6) (3.6) (3.6)
Credit default and total return
swaps 2,061.9 649.6 (43.1) (43.1) (9.1) (9.1)
Financial futures contracts 676.8 608.9
Foreign currency derivatives 1,685.1 1,131.2 (182.8) (182.8) 108.2 108.2
------------------------------------------------------------------------
Total derivatives $8,352.4 $7,714.5 $(186.0) $(186.0) $140.1 $140.1
========================================================================
</TABLE>
35
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. DERIVATIVE INSTRUMENTS (CONTINUED)
A reconciliation of the notional or contract amounts and discussion of the
various derivative instruments are as follows:
<TABLE>
<CAPTION>
Balance Terminations
Beginning and Balance
of Year Acquisitions Maturities End
of Year
<S> <C> <C> <C> <C>
-----------------------------------------------------------
(IN MILLIONS)
December 31, 1999:
------------------------------------------------
Interest rate floors, caps, options and
swaptions $2,653.0 $ 670.9 $2,320.9 $1,003.0
Interest rate swap contracts 2,608.6 1,226.2 967.3 2,867.5
Asset swap contracts 63.2 7.8 12.9 58.1
Credit default and total return swaps 649.6 1,617.3 205.0 2,061.9
Financial futures contracts 608.9 5,586.8 5,518.9 676.8
Foreign currency derivatives 1,131.2 874.0 320.1 1,685.1
December 31, 1998:
------------------------------------------------
Interest rate floors, caps, options and
swaptions 2,730.0 160.6 237.6 2,653.0
Interest rate swap contracts 2,026.1 960.8 378.3 2,608.6
Asset swap contracts 67.4 30.3 34.5 63.2
Credit default and total return swaps 288.5 771.5 410.4 649.6
Financial futures contracts 214.1 4,108.4 3,713.6 608.9
Foreign currency derivatives 207.0 959.4 35.2 1,131.2
</TABLE>
Interest Rate Floors, Caps, Options and Swaptions
- -------------------------------------------------------
The Company uses interest rate floors, caps, options and swaptions to hedge
against fluctuations in interest rates and to take positions in its total
return portfolios. Interest rate floor agreements entitle the Company to
receive the difference when the current rate of the underlying index is
below the strike rate. Interest rate cap agreements entitle the Company to
receive the difference when the current rate of the underlying index is
above the strike rate. Options purchased involve the right, but not the
obligation, to purchase the underlying securities at a specified price
during a given time period. Swaptions are options to enter into a swap
transaction at a specified price. The Company uses written covered call
options on a limited basis. Gains and losses on covered calls are offset by
gains and losses on the underlying position. Floors, caps and options are
reported as assets and options written are reported as liabilities on the
accompanying consolidated statements of financial condition. Cash
requirements for these instruments are generally limited to the premium
paid by the Company at acquisition. The purchase premium of these
instruments is amortized on a constant effective yield basis and included
as a component of net investment income on the accompanying consolidated
statements of operations over the term of the agreement. Interest rate
floors and caps, options and swaptions mature during the years 2000 through
2017.
36
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. DERIVATIVE INSTRUMENTS (CONTINUED)
Interest Rate Swap Contracts
---------------------------------
The Company uses interest rate swaps to manage interest rate risk and to
take positions in its total return portfolios. The interest rate swap
agreements generally involve the exchange of fixed and floating rate
interest payments or the exchange of floating to floating interest payments
tied to different indexes. Generally, no premium is paid to enter into the
contract and no principal payments are made by either party. The amounts to
be received or paid pursuant to these agreements are accrued and recognized
through an adjustment to net investment income on the accompanying
consolidated statements of operations over the life of the agreements. The
interest rate swap contracts mature during the years 2000 through 2021.
Asset Swap Contracts
---------------------------
The Company uses asset swap contracts to manage interest rate and equity
risk to better match portfolio duration to liabilities. Asset swap
contracts involve the exchange of upside equity potential for fixed income
streams. The amounts to be received or paid pursuant to these agreements
are accrued and recognized through an adjustment to net investment income
on the accompanying consolidated statements of operations over the life of
the agreements. The asset swap contracts mature during the years 2000
through 2005.
Credit Default and Total Return Swaps
-----------------------------------------
The Company uses credit default and total return swaps to take advantage of
market opportunities. Credit default swaps involve the receipt of fixed
rate payments in exchange for assuming potential credit exposure of an
underlying security. Total return swaps involve the exchange of floating
rate payments for the total return performance of a specified index or
market. The amounts to be received or paid pursuant to these agreements are
accrued and recognized through an adjustment to net investment income on
the accompanying consolidated statements of operations over the life of the
agreements. Credit default and total return swaps mature during the years
2000 through 2028.
Financial Futures Contracts
--------------------------------
The Company uses exchange-traded financial futures contracts to hedge cash
flow timing differences between assets and liabilities and overall
portfolio duration. Assets and liabilities are rarely acquired or sold at
the same time, which creates a need to hedge their change in value during
the unmatched period. In addition, foreign currency futures may be used to
hedge foreign currency risk on non-U.S. dollar denominated securities.
Financial futures contracts obligate the holder to buy or sell the
underlying financial instrument at a specified future date for a set price
and may be settled in cash or by delivery of the financial instrument.
Price changes on futures are settled daily through the required margin cash
flows. The notional amounts of the contracts do not represent future cash
requirements, as the Company intends to close out open positions prior to
expiration.
Foreign Currency Derivatives
---------------------------------
The Company enters into foreign exchange forward contracts and swaps to
hedge against fluctuations in foreign currency exposure. Foreign currency
derivatives involve the exchange of foreign currency denominated payments
for U.S. dollar denominated payments. Gains and losses on foreign exchange
forward contracts offset losses and gains, respectively, on the related
foreign currency denominated assets. The amounts to be received or paid
under the foreign currency swaps are accrued and recognized through an
adjustment to net investment income on the accompanying consolidated
statements of operations over the life of the agreements. Foreign currency
derivatives expire during the years 2000 through 2013.
37
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. UNIVERSAL LIFE AND INVESTMENT-TYPE PRODUCTS
The detail of universal life and investment-type product liabilities is as
follows:
<TABLE>
<CAPTION>
December 31,
1999 1998
<S> <C> <C>
----------------------
(IN MILLIONS)
Universal life $10,807.7 $10,218.0
Investment-type products 8,237.8 7,755.0
----------------------
$19,045.5 $17,973.0
======================
</TABLE>
The detail of universal life and investment-type product policy fees and
interest credited net of reinsurance ceded is as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
------------------------------------
(IN MILLIONS)
Policy fees:
Universal life $509.2 $439.9 $377.5
Investment-type products 144.6 85.4 53.7
------------------------------------
Total policy fees $653.8 $525.3 $431.2
====================================
Interest credited:
Universal life $443.9 $440.8 $368.2
Investment-type products 460.5 440.0 429.6
------------------------------------
Total interest credited $904.4 $880.8 $797.8
====================================
</TABLE>
38
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. LIABILITY FOR UNPAID CLAIMS AND CLAIM ADJUSTMENT EXPENSES
Activity in the liability for unpaid claims and claim adjustment expenses,
which is included in future policy benefits on the accompanying
consolidated statements of financial condition, is summarized as follows:
<TABLE>
<CAPTION>
Years Ended
December 31,
1999 1998
<S> <C> <C>
-------------------------
(IN MILLIONS)
Balance at January 1 $137.4 $140.5
Less reinsurance recoverables 0.1 0.7
-------------------------
Net balance at January 1 137.3 139.8
-------------------------
Incurred related to:
Current year 376.8 412.9
Prior years (33.8) (18.3)
-------------------------
Total incurred 343.0 394.6
-------------------------
Paid related to:
Current year 286.7 303.5
Prior years 77.1 93.6
-------------------------
Total paid 363.8 397.1
-------------------------
Net balance at December 31 116.5 137.3
Plus reinsurance recoverables 0.1 0.1
-------------------------
Balance at December 31 $116.6 $137.4
=========================
</TABLE>
As a result of payment of prior years' estimated claims, the provision for
claims and claim adjustment expenses decreased by $33.8 million and
$18.3 million for the years ended December 31, 1999 and 1998, respectively.
The reduction is primarily due to lower than anticipated settlement of
claims and reduced claim adjustment expenses.
10. SHORT-TERM AND LONG-TERM DEBT
Pacific Life borrows for short-term needs by issuing commercial paper.
There was no commercial paper debt outstanding as of December 31, 1999.
Principal of $234.9 million and interest payable of $0.6 million was
outstanding as of December 31, 1998 bearing an average interest rate of
5.2%. As of December 31, 1999 and 1998, Pacific Life had a revolving credit
facility of $350 million. There was no debt outstanding under the revolving
credit facility as of December 31, 1999 and 1998.
PAM had bank borrowings outstanding of $60 million as of December 31, 1999
and 1998. The interest rate was 6.0%, 5.1% and 6.2% as of December 31,
1999, 1998 and 1997, respectively. Outstanding debt is due and payable in
2000 and subject to renewal. The borrowing limit for PAM as of
December 31, 1999 and 1998 was $100 million and $200 million, respectively.
In connection with Pacific Life's acquisition of Grayhawk Golf Holdings,
LLC in 1999, the Company assumed a note payable with a maturity date of
May 22, 2008. The note bears a fixed rate of interest of 7.6%. The
outstanding balance as of December 31, 1999 was $14.8 million.
39
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. SHORT-TERM AND LONG-TERM DEBT (CONTINUED)
Pacific Life has $150 million of long-term debt which consists of surplus
notes outstanding at an interest rate of 7.9% maturing on December 30,
2023. Interest is payable semiannually on June 30 and December 30. The
surplus notes may not be redeemed at the option of Pacific Life or any
holder of the surplus notes. The surplus notes are unsecured and
subordinated to all present and future senior indebtedness and policy
claims of Pacific Life. Each payment of interest on and the payment of
principal of the surplus notes may be made only with the prior approval of
the Insurance Commissioner of the State of California. Interest expense
amounted to $11.8 million for each of the years ended December 31, 1999,
1998 and 1997 and is included in net investment income on the accompanying
consolidated statements of operations.
11. INCOME TAXES
The Company accounts for income taxes using the liability method. The
deferred tax consequences of changes in tax rates or laws must be computed
on the amounts of temporary differences and carryforwards existing at the
date a new tax law is enacted. Recording the effects of a change involves
adjusting deferred tax liabilities and assets with a corresponding charge
or credit recognized in the provision for income taxes. The objective is to
measure a deferred tax liability or asset using the enacted tax rates and
laws expected to apply to taxable income in the periods in which the
deferred tax liability or asset is expected to be settled or realized.
The provision for income taxes is as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
------------------------------------
(IN MILLIONS)
Current $152.2 $134.1 $127.9
Deferred (8.5) (20.6) (14.4)
------------------------------------
$143.7 $113.5 $113.5
====================================
</TABLE>
40
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. INCOME TAXES (CONTINUED)
The sources of the Company's provision for deferred taxes are as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
--------------------------------------
(IN MILLIONS)
Policyholder reserves $ 50.9 $(29.5) $ 20.1
Deferred policy acquisition costs 20.0 (12.6) (18.0)
Non deductible reserves 4.0 28.2 (27.6)
Partnership income (25.6) 20.8
Investment valuation (28.0) (24.5) 3.9
Duration hedging (29.6) 20.8 (2.6)
Other (0.2) (2.6) 9.8
--------------------------------------
Deferred taxes from operations (8.5) 0.6 (14.4)
Release of subsidiary deferred taxes (21.2)
--------------------------------------
Deferred tax provision $ (8.5) $(20.6) $(14.4)
======================================
</TABLE>
The Company's acquisition of a controlling interest in a subsidiary allowed
such subsidiary to be included in PMHC's consolidated income tax return.
That inclusion resulted in the release of certain deferred taxes in 1998.
A reconciliation of the provision for income taxes based on the prevailing
corporate statutory tax rate to the provision reflected in the consolidated
financial statements is as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
--------------------------------------
(IN MILLIONS)
Provision for income taxes at the statutory rate $180.1 $124.2 $101.3
Amortization of intangibles on equity
method investments 2.0 4.3 7.6
Non taxable investment income (7.3) (3.6) (2.6)
Tax settlement (7.5)
Low income housing tax credits (19.2) (3.9)
Equity tax (5.0) 5.0
Other (4.4) (2.5) 2.2
--------------------------------------
Provision for income taxes $143.7 $113.5 $113.5
======================================
</TABLE>
41
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. INCOME TAXES (CONTINUED)
The net deferred tax asset (liability), included in other assets on the
accompanying consolidated statements of financial condition, is comprised
of the following tax effected temporary differences:
<TABLE>
<CAPTION>
December 31,
1999 1998
<S> <C> <C>
--------------------
(IN MILLIONS)
Deferred tax assets
Policyholder reserves $203.4 $ 254.3
Investment valuation 72.7 44.7
Deferred compensation 35.4 33.7
Duration hedging 21.1 (8.5)
Postretirement benefits 9.0 8.9
Dividends 8.4 7.6
Partnership income 4.8 (20.8)
Non deductible reserves 1.9 5.9
Other 3.1 5.2
--------------------
Total deferred tax assets 359.8 331.0
Deferred tax liabilities
Deferred policy acquisition costs 44.0 24.0
Depreciation 2.7 2.4
--------------------
Total deferred tax liabilities 46.7 26.4
--------------------
Net deferred tax asset from operations 313.1 304.6
Unrealized (gain) loss on securities 150.8 (272.3)
Issuance of partnership units by affiliate (81.1) (74.9)
--------------------
Net deferred tax asset (liability) $382.8 $ (42.6)
====================
</TABLE>
42
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. COMPREHENSIVE INCOME
The Company displays comprehensive income and its components on the
accompanying consolidated statements of stockholder's equity and the note
herein. Other comprehensive income is shown net of reclassification
adjustments and net of income tax in the accompanying consolidated
statements of stockholder's equity. The disclosure of the gross components
of other comprehensive income is as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
---------------------------------------
(IN MILLIONS)
Calculation of Holding Gain (Loss):
-------------------------------------------------
Gross holding gain (loss) on securities
available for sale $(1,179.7) $(53.8) $359.8
Deferred policy acquisition costs 43.9 (6.9) (3.1)
Tax (expense) benefit 397.7 21.1 (125.1)
---------------------------------------
Holding gain (loss) on securities available
for sale, net of tax $ (738.1) $(39.6) $231.6
=======================================
Calculation of Reclassification Adjustment:
-------------------------------------------------
Realized gain on sale of securities
available for sale $ 73.4 $ 42.0 $ 55.1
Tax expense (25.2) (14.7) (19.5)
---------------------------------------
Reclassification adjustment, net of tax $ 48.2 $ 27.3 $ 35.6
=======================================
Amounts Reported in Other Comprehensive Income:
-------------------------------------------------
Holding gain (loss) on securities available
for sale, net of tax $ (738.1) $(39.6) $231.6
Less reclassification adjustment, net of tax 48.2 27.3 35.6
---------------------------------------
Net unrealized gain (loss) recognized in
other comprehensive income (loss) $ (786.3) $(66.9) $196.0
=======================================
</TABLE>
43
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. REINSURANCE
The Company has reinsurance agreements with other insurance companies for
the purpose of diversifying risk and limiting exposure on larger mortality
risks or, in the case of a producer-owned reinsurance company, to diversify
risk and retain top producing agents. Amounts receivable from reinsurers
for reinsurance of future policy benefits, universal life deposits, and
unpaid losses is reported as an asset and included in other assets on the
accompanying consolidated statements of financial condition. All assets
associated with business reinsured on a yearly renewable term and modified
coinsurance basis remain with, and under the control of the Company.
Approximate amounts recoverable (payable) from (to) reinsurers include the
following amounts:
<TABLE>
<CAPTION>
December 31,
1999 1998
<S> <C> <C>
--------------------
(IN MILLIONS)
Reinsured universal life deposits $(55.3) $(46.0)
Future policy benefits 141.8 108.9
Unpaid claims 8.5 12.5
Paid claims 6.4 24.3
</TABLE>
As of December 31, 1999, 74% of the reinsurance recoverables were from one
reinsurer, of which 100% is secured by payables to the reinsurer. To the
extent that the assuming companies become unable to meet their obligations
under these agreements, the Company remains contingently liable. The
Company does not anticipate nonperformance by the assuming companies.
Revenues and benefits are shown net of the following reinsurance
transactions:
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
--------------------------------------
(IN MILLIONS)
Ceded reinsurance netted against insurance premiums $ 92.8 $ 82.7 $ 70.7
Assumed reinsurance included in insurance premiums 13.9 17.2 18.1
Ceded reinsurance netted against policy fees 52.3 65.0 77.5
Ceded reinsurance netted against net investment income 211.9 203.3 204.9
Ceded reinsurance netted against interest credited 110.5 162.8 165.8
Ceded reinsurance netted against policy benefits 88.4 121.3 93.4
Assumed reinsurance included in policy benefits 8.3 17.7 12.7
</TABLE>
44
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. SEGMENT INFORMATION
The Company's six operating segments are Life Insurance, Institutional
Products, Annuities, Group Insurance, Broker-Dealers and Investment
Management. These segments have been identified based on differences in
products and services offered. All other activity is included in Corporate
and Other.
The Life Insurance segment offers universal life, variable universal life
and other life insurance products to individuals, small businesses and
corporations through a network of distribution channels that include branch
offices, marketing organizations, national accounts and a national producer
group that has produced over 10% of the segment's in force business. The
Institutional Products segment offers investment and annuity products to
pension fund sponsors and other institutional investors primarily through
its home office marketing team. The Annuities segment offers variable and
fixed annuities to individuals, small businesses and qualified plans
through financial institutions, National Association of Securities Dealers
("NASD") firms, and regional and national wirehouses.
The Group Insurance segment offers group life, health and dental insurance,
and stop loss insurance products to corporate, government and
labor-management-negotiated plans. The group life, health and dental
insurance is distributed through a network of sales offices and the stop
loss insurance is distributed through a network of third party
administrators. The Broker-Dealers segment includes five NASD registered
firms that provide securities and insurance brokerage services and
investment advisory services through approximately 3,200 registered
representatives. The Investment Management segment is primarily comprised
of the Company's investment in PIMCO Advisors (Note 1). PIMCO Advisors
offers a diversified range of investment products through separately
managed accounts, and institutional, retail and offshore funds.
Corporate and Other primarily includes investment income, expenses and
assets not attributable to the operating segments, and the operations of
the Company's reinsurance subsidiary located in the United Kingdom.
Corporate and Other also includes the elimination of intersegment revenues,
expenses and assets.
The Company uses the same accounting policies and procedures to measure
segment income and assets as it uses to measure its consolidated net income
and assets. Net investment income and investment gains are allocated based
on invested assets purchased and held as is required for transacting the
business of that segment. Overhead expenses are allocated based on services
provided. Interest expense is allocated based on the short-term borrowing
needs of the segment and is included in net investment income. The income
tax provision is allocated based on each segment's actual tax liability.
Intersegment revenues include commissions paid by the Life Insurance
segment and the Annuities segment for variable product sales to the
Broker-Dealers segment. Investment Management segment assets have been
reduced by an intersegment note payable of $100.5 million and $110 million
as of December 31, 1999 and 1998, respectively. The related intersegment
note receivable is included in Corporate and Other segment assets.
The Company generates substantially all of its revenues and income from
customers located in the United States. Additionally, substantially all of
the Company's assets are located in the United States.
Depreciation expense and capital expenditures are not material and have not
been reported herein. The Company's significant non cash item disclosed
herein is interest credited to universal life and investment-type products.
45
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. SEGMENT INFORMATION (CONTINUED)
Financial information for each of the business segments is as follows:
<TABLE>
<CAPTION>
LIFE INSTITUTIONAL GROUP BROKER- INVESTMENT CORPORATE
INSURANCE PRODUCTS ANNUITIES INSURANCE DEALERS MANAGEMENT AND OTHER
<S> <C> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------
(IN MILLIONS)
External customers and other
revenue
December 31, 1999 $ 502.0 $ 39.1 $ 205.0 $478.4 $253.2 $ 14.9 $ 24.1
December 31, 1998 431.9 43.2 124.0 521.2 236.1 17.0 21.6
December 31, 1997 395.6 61.4 83.3 480.6 154.0 21.2 6.0
Intersegment revenues
December 31, 1999 348.5 (348.5)
December 31, 1998 185.3 (185.3)
December 31, 1997 143.3 (143.3)
Net investment income
excluding earnings of
equity method investees
December 31, 1999 580.2 645.1 78.3 23.4 0.9 8.3 44.2
December 31, 1998 586.5 565.5 88.6 23.1 0.9 8.0 42.0
December 31, 1997 507.2 509.6 149.4 24.9 0.8 6.2 49.2
Earnings of equity method
investees
December 31, 1999 (0.7) (1.2) (0.1) 107.9 (13.0)
December 31, 1998 0.1 103.1 (4.2)
December 31, 1997 0.2 80.7 (2.8)
Net realized investment
gains (losses)
December 31, 1999 12.6 26.8 0.1 (0.6) 9.9 52.7
December 31, 1998 4.1 (13.6) 4.6 1.7 4.0 38.6
December 31, 1997 9.9 12.8 0.6 2.0 20.8 39.3
Total revenues
December 31, 1999 1,094.1 709.8 283.3 501.2 602.6 141.0 (240.5)
December 31, 1998 1,022.5 595.2 217.2 546.0 422.3 132.1 (87.3)
December 31, 1997 912.7 584.0 233.3 507.5 298.1 128.9 (51.6)
Income (loss) before provision
for income tax
December 31, 1999 178.4 111.9 73.2 30.4 11.9 62.6 46.3
December 31, 1998 151.1 74.6 34.1 10.3 9.9 60.1 14.9
December 31, 1997 132.4 98.3 23.5 28.8 6.4 24.6 (24.5)
Provision (benefit) for
income tax
December 31, 1999 54.4 30.7 24.0 10.1 5.2 11.3 8.0
December 31, 1998 52.6 21.2 11.3 2.9 4.5 2.1 18.9
December 31, 1997 55.8 33.9 9.4 9.1 2.7 10.1 (7.5)
Net income (loss)
December 31, 1999 124.0 81.2 49.2 20.3 6.7 51.3 38.3
December 31, 1998 98.5 53.4 22.8 7.4 5.4 58.0 (4.0)
December 31, 1997 76.6 64.4 14.1 19.7 3.7 14.5 (17.0)
Interest credited on universal
life and investment-type
products
December 31, 1999 451.4 383.8 65.1 4.1
December 31, 1998 449.6 354.1 71.0 6.1
December 31, 1997 378.8 299.8 106.2 13.0
Assets
As of December 31, 1999 16,276.1 17,649.4 14,565.2 341.5 60.9 264.5 965.4
As of December 31, 1998 14,578.2 15,221.0 8,384.2 361.1 55.8 267.3 1,016.3
<CAPTION>
TOTAL
<S> <C>
---------
(IN
MILLIONS)
External customers and other
revenue
December 31, 1999 $ 1,516.7
December 31, 1998 1,395.0
December 31, 1997 1,202.1
Intersegment revenues
December 31, 1999 -
December 31, 1998 -
December 31, 1997 -
Net investment income
excluding earnings of
equity method investees
December 31, 1999 1,380.4
December 31, 1998 1,314.6
December 31, 1997 1,247.3
Earnings of equity method
investees
December 31, 1999 92.9
December 31, 1998 99.0
December 31, 1997 78.1
Net realized investment
gains (losses)
December 31, 1999 101.5
December 31, 1998 39.4
December 31, 1997 85.4
Total revenues
December 31, 1999 3,091.5
December 31, 1998 2,848.0
December 31, 1997 2,612.9
Income (loss) before provision
for income tax
December 31, 1999 514.7
December 31, 1998 355.0
December 31, 1997 289.5
Provision (benefit) for
income tax
December 31, 1999 143.7
December 31, 1998 113.5
December 31, 1997 113.5
Net income (loss)
December 31, 1999 371.0
December 31, 1998 241.5
December 31, 1997 176.0
Interest credited on universal
life and investment-type
products
December 31, 1999 904.4
December 31, 1998 880.8
December 31, 1997 797.8
Assets
As of December 31, 1999 50,123.0
As of December 31, 1998 39,883.9
</TABLE>
46
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. PENSION PLANS, POSTRETIREMENT BENEFITS AND OTHER PLANS
PENSION PLANS
Pacific Life has defined benefit pension plans which cover all eligible
employees who have one year of continuous employment and have attained age
21. The full-benefit vesting period for all participants is five years.
Benefits for employees are based on years of service and the highest five
consecutive years of compensation during the last ten years of employment.
Pacific Life's funding policy is to contribute amounts to the plan
sufficient to meet the minimum funding requirements set forth in the
Employee Retirement Income Security Act of 1974, plus such additional
amounts as may be determined appropriate. Contributions are intended to
provide not only for benefits attributed to employment to date but also for
those expected to be earned in the future. All such contributions are made
to a tax-exempt trust. Plan assets consist primarily of group annuity
contracts issued by Pacific Life, as well as mutual funds managed by an
affiliate of Pacific Life.
Components of the net periodic pension benefit are as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
------------------------------------
(IN MILLIONS)
Service cost - benefits earned during the year $ 4.6 $ 4.0 $ 3.6
Interest cost on projected benefit obligation 11.5 10.9 10.4
Expected return on plan assets (16.3) (15.0) (12.8)
Amortization of net obligations and prior
service cost (1.4) (1.4) (1.4)
------------------------------------
Net periodic pension benefit $ (1.6) $ (1.5) $ (0.2)
====================================
</TABLE>
47
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. PENSION PLANS, POSTRETIREMENT BENEFITS AND OTHER PLANS (CONTINUED)
The following tables set forth the pension plans' reconciliation of benefit
obligation, plan assets and funded status for the years ended:
<TABLE>
<CAPTION>
December 31,
1999 1998
<S> <C> <C>
--------------------
(IN MILLIONS)
Change in Benefit Obligation:
------------------------------------------------------------
Benefit obligation, beginning of year $177.8 $157.9
Service cost 4.6 4.0
Interest cost 11.5 10.9
Plan expense (0.3) (0.3)
Actuarial (gain) loss (30.7) 11.9
Benefits paid (7.0) (6.6)
--------------------
Benefit obligation, end of year $155.9 $177.8
====================
Change in Plan Assets:
------------------------------------------------------------
Fair value of plan assets, beginning of year $195.3 $180.3
Actual return on plan assets 23.6 21.9
Plan expense (0.3) (0.3)
Benefits paid (7.0) (6.6)
--------------------
Fair value of plan assets, end of year $211.6 $195.3
====================
Funded Status Reconciliation:
------------------------------------------------------------
Funded status $ 55.7 $ 17.5
Unrecognized transition asset (47.7) (3.6)
Unrecognized prior service cost (2.4) (1.0)
Unrecognized actuarial gain (0.8) (9.7)
--------------------
Prepaid pension cost $ 4.8 $ 3.2
====================
</TABLE>
In determining the actuarial present value of the projected benefit
obligation as of December 31, 1999 and 1998, the weighted average discount
rate used was 8.0% and 6.5%, respectively, and the rate of increase in
future compensation levels was 5.5% and 5.0%, respectively. The expected
long-term rate of return on plan assets was 8.5% in 1999 and 1998.
48
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. PENSION PLANS, POSTRETIREMENT BENEFITS AND OTHER PLANS (CONTINUED)
POSTRETIREMENT BENEFITS
Pacific Life sponsors a defined benefit health care plan and a defined
benefit life insurance plan (the "Plans") that provide postretirement
benefits for all eligible retirees and their dependents. Generally,
qualified employees may become eligible for these benefits if they reach
normal retirement age, have been covered under Pacific Life's policy as an
active employee for a minimum continuous period prior to the date retired,
and have an employment date before January 1, 1990. The Plans contain
cost-sharing features such as deductibles and coinsurance, and require
retirees to make contributions which can be adjusted annually. Pacific
Life's commitment to qualified employees who retire after April 1, 1994 is
limited to specific dollar amounts. Pacific Life reserves the right to
modify or terminate the Plans at any time. As in the past, the general
policy is to fund these benefits on a pay-as-you-go basis.
The net periodic postretirement benefit cost for the years ended
December 31, 1999, 1998 and 1997 is $0.5 million, $0.7 million and
$0.8 million, respectively. As of December 31, 1999 and 1998, the
accumulated benefit obligation is $19.7 million and $19.3 million,
respectively. The fair value of the plan assets as of December 31, 1999 and
1998 is zero. The amount of accrued benefit cost included in other
liabilities on the accompanying consolidated statements of financial
condition is $24.4 million and $25.3 million as of December 31, 1999 and
1998, respectively.
The Plans include both indemnity and HMO coverage. The assumed health care
cost trend rate used in measuring the accumulated benefit obligation for
indemnity coverage was 8.0% for 1999 and 1998 and is assumed to decrease
gradually to 3.5% in 2003 and remain at that level thereafter. The assumed
health care cost trend rate used in measuring the accumulated benefit
obligation for HMO coverage was 7.0% for 1999 and 1998 and is assumed to
decrease gradually to 3.0% in 2003 and remain at that level thereafter.
The amount reported is materially effected by the health care cost trend
rate assumptions. If the health care cost trend rate assumptions were
increased by 1%, the accumulated postretirement benefit obligation as of
December 31, 1999 would be increased by 8.0%, and the aggregate of the
service and interest cost components of the net periodic benefit cost would
increase by 10.1%. If the health care cost trend rate assumptions were
decreased by 1%, the accumulated postretirement benefit obligation as of
December 31, 1999 would be decreased by 7.0%, and the aggregate of the
service and interest cost components of the net periodic benefit cost would
decrease by 8.9%.
The discount rate used in determining the accumulated postretirement
benefit obligation is 8.0% and 6.5% for 1999 and 1998, respectively.
OTHER PLANS
Pacific Life provides a voluntary Retirement Incentive Savings Plan
("RISP") pursuant to Section 401(k) of the Internal Revenue Code covering
all eligible employees of the Company. Effective October 1, 1997, Pacific
Life's RISP changed the matching percentage of each employee's
contributions from 50% to 75%, up to a maximum of 6% of eligible employee
compensation and restricted the matched investment to an Employee Stock
Ownership ("ESOP"). ESOP contributions made by the Company amounted to
$5.4 million, $5.2 million and $1.1 million for the years ended
December 31, 1999, 1998 and 1997, respectively, and are included in
operating expenses on the accompanying consolidated statements of
operations.
49
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. PENSION PLANS, POSTRETIREMENT BENEFITS AND OTHER PLANS (CONTINUED)
The ESOP was formed at the time of the Conversion and is currently only
available to the participants of the RISP in the form of matching
contributions. Pacific LifeCorp issued 1.7 million shares of common stock
at $12.50 per share to the ESOP ("ESOP Shares") on September 2, 1997, in
exchange for a promissory note in the amount of $21.2 million ("ESOP
Note"). Interest and principal payments made by the ESOP to Pacific
LifeCorp were funded by ESOP contributions from Pacific Life.
On July 27, 1999, Pacific Life loaned cash to the ESOP to pay off the ESOP
Note due Pacific LifeCorp. This loan is included in unearned ESOP shares on
the accompanying consolidated statement of stockholder's equity as of
December 31, 1999. The unearned ESOP shares account is reduced as ESOP
shares are released for allocation to participants through ESOP
contributions by Pacific Life. In addition, when the fair value of ESOP
shares being released for allocation to participants exceeds the original
issue price of those shares, paid in capital is increased by this
difference and reflected as a capital contribution on the accompanying
consolidated statement of stockholder's equity as of December 31, 1999.
Pacific Life also has a deferred compensation plan which permits certain
employees to defer portions of their compensation and earn a guaranteed
interest rate on the deferred amounts. The interest rate is determined
annually and is guaranteed for one year. The compensation which has been
deferred has been accrued and the primary expense, other than compensation,
related to this plan is interest on the deferred amounts.
The Company also has performance-based incentive compensation plans for its
employees.
16. TRANSACTIONS WITH AFFILIATES
Pacific Life serves as the investment advisor for the Pacific Select Fund,
the investment vehicle provided to the Company's variable life and variable
annuity contractholders. Pacific Life charges fees based upon the net asset
value of the portfolios of the Pacific Select Fund, which amounted to
$69.7 million, $42.1 million and $27.5 million for the years ended
December 31, 1999, 1998 and 1997, respectively. In addition, Pacific Life
provides certain support services to the Pacific Select Fund for an
administration fee which is based on an allocation of actual costs. Such
administration fees amounted to $265,000, $232,000 and $165,000 for the
years ended December 31, 1999, 1998 and 1997, respectively.
PIMCO Advisors provides investment advisory services to the Company for
which the fees amounted to $7.3 million, $16.9 million and $11.4 million
for the years ended December 31, 1999, 1998 and 1997, respectively.
Included in equity securities on the accompanying consolidated statements
of financial condition are investments in mutual funds and other
investments managed by PIMCO Advisors which amounted to $3.2 million and
$40.3 million as of December 31, 1999 and 1998, respectively.
Pacific Life provides certain support services to PIMCO Advisors. Charges
for these services are based on an allocation of actual costs and amounted
to $1.0 million, $1.2 million and $1.2 million for the years ended
December 31, 1999, 1998 and 1997, respectively.
50
<PAGE>
PACIFIC LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17. TERMINATION AND NON COMPETITION AGREEMENTS
The Company has termination and non competition agreements with certain
former key employees of PAM's subsidiaries. These agreements provide terms
and conditions for the allocation of future proceeds received from
distributions and sales of certain PIMCO Advisors units and other non
compete payments. When the amount of future obligations to be made to a key
employee is determinable, a liability for such amount is established.
For the years ended December 31, 1999, 1998 and 1997, approximately
$53.6 million, $49.4 million and $85.8 million, respectively, is included
in operating expenses on the accompanying consolidated statements of
operations related to the termination and non competition agreements. This
includes payments of $43.1 million in 1997 to former key employees who
elected to sell to PAM's subsidiaries their rights to the future proceeds
from the PIMCO Advisors units.
In connection with the closing of the PIMCO Advisors transaction (Note 1),
the termination and non competition agreements with certain former key
employees of PAM's subsidiaries will be assumed by Allianz.
18. COMMITMENTS AND CONTINGENCIES
The Company has outstanding commitments to make investments primarily in
fixed maturity securities, mortgage loans, limited partnerships and other
investments as follows (IN MILLIONS):
<TABLE>
<S> <C>
Years Ending December 31:
------------------------------------------------------------
2000 $437.0
2001 through 2004 210.8
2005 and thereafter 144.3
------
Total $792.1
======
</TABLE>
The Company leases office facilities under various non cancelable operating
leases. Aggregate minimum future commitments as of December 31, 1999
through the term of the leases are approximately $43.3 million.
Pacific Life has a contingent liability of approximately $23 million
related to the posting of an appeal bond in conjunction with one of its
investments. An unrelated third party has agreed to reimburse Pacific Life
for 50% of any losses incurred under the bond. In addition, Pacific Life
has given a commitment for additional capital funding, as may be required,
to certain of its subsidiaries.
Pacific Life was named in civil litigation proceedings similar to other
litigation brought against many life insurers alleging misconduct in the
sale of products, sometimes referred to as market conduct litigation. The
class of plaintiffs included, with some exceptions, all persons who owned,
as of December 31, 1997 (or as of the date of policy termination, if
earlier), individual whole life, universal life or variable life insurance
policies sold by Pacific Life on or after January 1, 1982. Pacific Life has
settled this litigation pursuant to a final settlement agreement approved
by the Court in November 1998. The settlement agreement was implemented
during 1999.
Further, the Company is a respondent in a number of other legal
proceedings, some of which involve allegations for extra-contractual
damages. In the opinion of management, the outcome of the foregoing
proceedings is not likely to have a material adverse effect on the
consolidated financial position or results of operations of the Company.
---------------------------------------------------------------------------
51
<PAGE>
FORM NO. 1618-0A
<PAGE>
PART II
Part C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements
Part A: Financial highlights for Registrant
Part B:
(1) Registrant's Financial Statements
Audited Financial Statements dated as of December 31, 1999
which are incorporated by reference from the Annual Report
include the following for Separate Account A:
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements
(2) Depositor's Financial Statements
Audited Consolidated Financial Statements dated as of
December 31, 1999 and 1998, and for the three year period
ending December 31, 1999, included in Part B include the
following for Pacific Life:
Consolidated Statements of Financial Position
Consolidated Statements of Operations
Consolidated Statements of Stockholder's Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(b) Exhibits
1. (a) Resolution of the Board of Directors of the
Depositor authorizing establishment of Separate
Account A and Memorandum establishing Separate
Account A. /1/
(b) Memorandum Establishing Two New Variable
Accounts--Aggressive Equity and Emerging Markets
Portfolios. /1/
(c) Resolution of the Board of Directors of Pacific
Life Insurance Company authorizing conformity to
the terms of the current Bylaws. /1/
II-1
<PAGE>
2. Not applicable
3. (a) Distribution Agreement between Pacific Mutual Life
and Pacific Mutual Distributors, Inc. ("PMD")
(formerly Pacific Equities Network) /1/
(b) Form of Selling Agreement between Pacific Mutual
Life, PMD and Various Broker-Dealers /1/
4. (a) Form of Individual Flexible Premium Deferred
Variable Annuity Contract (Form 10-12600) /1/
(b) Qualified Pension Plan Rider (Form R90-Pen-V) /1/
(c) 403(b) Tax-Sheltered Annuity Rider (Form
R-403B-9553) /1/
(d) Section 457 Plan Rider (Form 24-123799) /1/
(e) IRA Rider (Form R-IRA 198) /1/
(f) Roth IRA Rider (Form R-RIRA 198) /1/
(g) Simple IRA Rider (Form R-SIRA 198) /1/
(h) Stepped-Up Death Benefit Rider (Form 20-12601) /1/
(i) Premier Death Benefit Rider (Form 20-12602) /1/
5. (a) Application Form for Individual Flexible Premium
Deferred Variable Annuity Contract (Form
25-12600) /1/
(b) Variable Annuity PAC APP /1/
(c) Application/Confirmation Form /2/
6. (a) Pacific Life's Articles of Incorporation /1/
(b) By-laws of Pacific Life /1/
7. Not applicable
8. Fund Participation Agreement /2/
9. Opinion and Consent of legal officer of Pacific Life as
to the legality of Contracts being registered. /1/
II-2
<PAGE>
10. Consent of Independent Auditors
11. Not applicable
12. Not applicable
13. Performance Calculations /2/
14. Not applicable
15. Powers of Attorney /2/
16. Not applicable
/1/ Included in Registrant's Form Type N-4, File No. 333-93059, Accession No.
0000912057-99-009849 filed on December 17, 1999 and incorporated by reference
herein.
/2/ Included in Registrant's Form Type N-4/A, File No. 333-93059, Accession No.
0000912057-00-015739 filed on March 31, 2000 and incorporated by reference
herein.
Item 25. Directors and Officers of Pacific Life
Positions and Offices
Name and Address with Pacific Life
Thomas C. Sutton Director, Chairman of the Board, and
Chief Executive Officer
Glenn S. Schafer Director and President
Khanh T. Tran Director, Senior Vice President and
Chief Financial Officer
David R. Carmichael Director, Senior Vice President and
General Counsel
Audrey L. Milfs Director, Vice President and Corporate
Secretary
Edward R. Byrd Vice President and Controller
Gerald W. Robinson Executive Vice President
- ------------------------------
The address for each of the persons listed above is as follows:
700 Newport Center Drive
Newport Beach, California 92660
II-3
<PAGE>
Item 26. Persons Controlled by or Under Common Control with Pacific Life
or Separate Account A
The following is an explanation of the organization chart of Pacific
Life's subsidiaries:
PACIFIC LIFE, SUBSIDIARIES & AFFILIATED ENTERPRISES
LEGAL STRUCTURE
Pacific Life is a California Stock Life Insurance Company wholly-owned
by Pacific LifeCorp (a Delaware Stock Holding Company) which
is, in turn, 99% owned by Pacific Mutual Holding Company (a
California Mutual Holding Company). Pacific Life is the parent
company of Pacific Asset Management LLC (a Delaware Limited
Liability Company), Pacific Life & Annuity Company, formerly known
as PM Group Life Insurance Company (an Arizona Stock Life Insurance
Company), Pacific Mutual Distributors, Inc., and World-Wide
Holdings Limited (a United Kingdom Corporation). Pacific Life also
has a 40% ownership of American Maturity Life Insurance Company (a
Connecticut Stock Life Insurance Company), a 50% ownership of
Pacific Mezzanine Associates, L.L.C. (a Delaware Limited Liability
Company) and a 95% ownership of Grayhawk Golf Holdings, LLC (a
Delaware Limited Liability Company). A subsidiary of Pacific
Mezzanine Associates, L.L.C. is Pacific Mezzanine Investors,
L.L.C., (a Delaware Limited Liability Company) who is the sole
general partner of the PMI Mezzanine Fund, L.P. (a Delaware Limited
Partnership). Subsidiaries of Pacific Asset Management LLC are
PMRealty Advisors Inc., Pacific Financial Products, Inc. (a
Delaware Corporation), PPA LLC (a Delaware Limited Liability
Company), CCM LLC (a Delaware Limited Liability Company), NFJ LLC
(a Delaware Limited Liability Company), and PIMCO Holding LLC (a
Delaware Limited Liability Company). Pacific Asset Management LLC
directly and indirectly beneficially owns approximately 33% of the
outstanding partnership interests in PIMCO Advisors L.P. (a
Delaware Limited Partnership). Subsidiaries of Pacific Mutual
Distributors, Inc. include: Associated Financial Group, Inc., along
with its subsidiary Associated Securities Corp.; Mutual Service
Corporation (a Michigan Corporation), along with its subsidiary
Advisors' Mutual Service Center, Inc. (a Michigan Corporation) and
United Planners' Group, Inc. (an Arizona Corporation), along with
its subsidiary United Planners' Financial Services of America (an
Arizona Limited Partnership). Subsidiaries of World-Wide Holdings
limited include: World-Wide Reassurance Company Limited (a United
Kingdom Corporation) and World-Wide Reassurance Company (BVI)
Limited (a British Virgin Islands Corporation). All corporations
are 100% owned unless otherwise indicated. All entities are
California corporations unless otherwise indicated.
II-4
<PAGE>
Item 27. Number of Contractholders
None
Item 28. Indemnification
(a) The Distribution Agreement between Pacific Life (formerly Pacific
Mutual Life) and Pacific Select Distributors, Inc. ("PSD",
formerly called Pacific Mutual Distributors, Inc.) provides
substantially as follows:
Pacific Life (formerly Pacific Mutual Life) hereby agrees to
indemnify and hold harmless PSD and its officers and directors,
and employees for any expenses (including legal expenses),
losses, claims, damages, or liabilities incurred by reason of any
untrue or alleged untrue statement or representation of a
material fact or any omission or alleged omission to state a
material fact required to be stated to make other statements not
misleading, if made in reliance on any prospectus, registration
statement, post-effective amendment thereof, or sales materials
supplied or approved by Pacific Life (formerly Pacific Mutual
Life) or the Separate Account. Pacific Life (formerly Pacific
Mutual Life) shall reimburse each such person for any legal or
other expenses reasonably incurred in connection with
investigating or defending any such loss, liability, damage, or
claim. However, in no case shall Pacific Life (formerly Pacific
Mutual Life) be required to indemnify for any expenses, losses,
claims, damages, or liabilities which have resulted from the
willful misfeasance, bad faith, negligence, misconduct, or
wrongful act of PSD.
PSD hereby agrees to indemnify and hold harmless Pacific Life
(formerly Pacific Mutual Life), its officers, directors, and
employees, and the Separate Account for any expenses, losses,
claims, damages, or liabilities arising out of or based upon any
of the following in connection with the offer or sale of the
contracts: (1) except for such statements made in reliance on any
prospectus, registration statement or sales material supplied or
approved by Pacific Life (formerly Pacific Mutual Life) or the
Separate Account, any untrue or alleged untrue statement or
representation made; (2) any failure to deliver a currently
effective prospectus; (3) the use of any unauthorized sales
literature by any officer, employee or agent of PSD or Broker;
(4) any willful misfeasance, bad faith, negligence, misconduct or
wrongful act. PSD shall reimburse each such person for any legal
or other expenses reasonably incurred in connection with
investigating or defending
II-5
<PAGE>
any such loss, liability, damage, or claim.
(b) The Form of Selling Agreement between Pacific Life (formerly
Pacific Mutual Life), Pacific Select Distributors, Inc. ("PSD",
formerly Pacific Mutual Distributors, Inc.) and Various Broker-
Dealers provides substantially as follows:
Pacific Life (formerly Pacific Mutual Life) and PSD agree to
indemnify and hold harmless Selling Broker-Dealer and General
Agent, their officers, directors, agents and employees, against
any and all losses, claims, damages or liabilities to which they
may become subject under the 1933 Act, the 1934 Act, or other
federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material
fact or any omission to state a material fact required to be
stated or necessary to make the statements made not misleading in
the registration statement for the Contracts or for the shares of
Pacific Select Fund (the "Fund") filed pursuant to the 1933 Act,
or any prospectus included as a part thereof, as from time to
time amended and supplemented, or in any advertisement or sales
literature approved in writing by Pacific Life (formerly Pacific
Mutual Life) and PSD pursuant to Section IV.E. of this Agreement.
Selling Broker-Dealer and General Agent agree to indemnify and
hold harmless Pacific Life (formerly Pacific Mutual Life), the
Fund and PSD, their officers, directors, agents and employees,
against any and all losses, claims, damages or liabilities to
which they may become subject under the 1933 Act, the 1934 Act or
other federal or state statutory law or regulation, at common law
or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon: (a) any oral or written misrepresentation by Selling
Broker-Dealer or General Agent or their officers, directors,
employees or agents unless such misrepresentation is contained in
the registration statement for the Contracts or Fund shares, any
prospectus included as a part thereof, as from time to time
amended and supplemented, or any advertisement or sales
literature approved in writing by Pacific Life (formerly Pacific
Mutual Life) and PSD pursuant to Section IV.E. of this Agreement,
(b) the failure of Selling Broker-Dealer or General Agent or
their officers, directors, employees or agents to comply with any
applicable provisions of this Agreement or (c) claims by
Subagents or employees of General Agent or Selling Broker-Dealer
for payments of compensation or remuneration of any type. Selling
Broker-Dealer and General Agent will reimburse Pacific Life
(formerly Pacific Mutual Life) or PSD or any director, officer,
agent or employee of either entity for any legal or other
expenses reasonably incurred by Pacific Life (formerly Pacific
Mutual Life), PSD, or such officer, director, agent or employee
in connection with investigating or defending any such loss,
claims, damages, liability or action. This indemnity agreement
will be in addition to any liability which Broker-Dealer may
otherwise have.
II-6
<PAGE>
Item 29. Principal Underwriters
(a) PSD (formerly PMD) also acts as principal underwriter for Pacific
Select Separate Account, Pacific Select Exec Separate Account,
Pacific Select Variable Annuity Separate Account, Pacific
Corinthian Variable Separate Account, Separate Account B and
Pacific Select Fund.
(b) For information regarding PSD (formerly PMD), reference is made
to Form B-D, SEC File No. 8-15264, which is herein incorporated
by reference.
(c) PSD (formerly PMD) retains no compensation or net discounts or
commissions from the Registrant.
Item 30. Location of Accounts and Records
The accounts, books and other documents required to be maintained
by Registrant pursuant to Section 31(a) of the Investment Company
Act of 1940 and the rules under that section will be maintained
by Pacific Life at 700 Newport Center Drive, Newport Beach,
California 92660.
Item 31. Management Services
Not applicable
Item 32. Undertakings
The registrant hereby undertakes:
(a) to file a post-effective amendment to this registration statement
as frequently as is necessary to ensure that the audited
financial statements in this registration statement are never
more than 16 months old for so long as payments under the
variable annuity contracts may be accepted, unless otherwise
permitted.
(b) to include either (1) as a part of any application to purchase a
contract offered by the prospectus, a space that an applicant can
check to request a Statement of Additional Information, or (2) a
post card or similar written communication affixed to or included
in the prospectus that the applicant can remove to send for a
Statement of Additional Information, or (3) to deliver a
Statement of Additional Information with the Prospectus.
(c) to deliver any Statement of Additional Information and any
financial statements required to be made available under this
Form promptly upon written or oral request.
Additional Representations
II-7
<PAGE>
(a) The Registrant and its Depositor are relying upon American Council of
Life Insurance, SEC No-Action Letter, SEC Ref. No. 1P-6-88 (November 28, 1988)
with respect to annuity contracts offered as funding vehicles for retirement
plans meeting the requirements of Section 403(b) of the Internal Revenue Code,
and the provisions of paragraphs (1)-(4) of this letter have been complied with.
(b) The Registrant and its Depositor are relying upon Rule 6c-7 of the
Investment Company Act of 1940 with respect to annuity contracts offered as
funding vehicles to participants in the Texas Optional Retirement Program, and
the provisions of Paragraphs (a)-(d) of the Rule have been complied with.
(c) REPRESENTATION PURSUANT TO SECTION 26(e) OF THE INVESTMENT COMPANY ACT
OF 1940: Pacific Life Insurance Company and Registrant represent that the fees
and charges to be deducted under the Variable Annuity Contract ("Contract")
described in the prospectus contained in this registration statement are, in the
aggregate, reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed in connection with the Contract.
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has caused this Pre-Effective Amendment
No. 2 to the Registration Statement on Form N-4 to be signed on its behalf by
the undersigned thereunto duly authorized in the City of Newport Beach, and
the State of California on this 13th day of April, 2000.
SEPARATE ACCOUNT A
(Registrant)
By: PACIFIC LIFE INSURANCE COMPANY
By: ____________________________________________
Thomas C. Sutton*
Chairman and Chief Executive Officer
By: PACIFIC LIFE INSURANCE COMPANY
(Depositor)
By: ____________________________________________
Thomas C. Sutton*
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
_________________ Director, Chairman of the Board April 13, 2000
Thomas C. Sutton* and Chief Executive Officer _______________
_________________ Director and President April 13, 2000
Glenn S. Schafer* _______________
_________________ Director, Senior Vice President April 13, 2000
Khanh T. Tran* and Chief Financial Officer _______________
_________________ Director, Senior Vice President April 13, 2000
David R. Carmichael* and General Counsel _______________
<PAGE>
_________________ Director, Vice President and April 13, 2000
Audrey L. Milfs* Corporate Secretary _______________
_________________ Vice President and Controller April 13, 2000
Edward R. Byrd* _______________
_________________ Executive Vice President April 13, 2000
Gerald W. Robinson* _______________
</TABLE>
<TABLE>
<S> <C>
*By: _____________________________ April 13, 2000
David R. Carmichael _______________
as attorney-in-fact
</TABLE>
(Powers of Attorney are contained in Pre-Effective Amendment No. 1 to the
Registration Statement, File No. 333-93059, filed on March 31, 2000, Accession
No. 0000912057-00-015739, on Form N-4 for Separate Account A, as Exhibit 15.)
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Pre-Effective Amendment No. 2 to Registration
Statement No. 333-93059 on Form N-4 of our report dated February 22, 2000,
related to the consolidated financial statements of Pacific Life Insurance
Company and subsidiaries as of December 31, 1999 and 1998, and for each of
the three years in the period ended December 31, 1999, appearing in the
Statement of Additional Information of Pacific Innovations, which is part of
such Registration Statement; and to the incorporation by reference of our
report dated February 7, 2000, related to the statement of assets and
liabilities of Separate Account A of Pacific Life Insurance Company as of
December 31, 1999, and the related statement of operations for the year then
ended and statement of changes in net assets for each of the two years in the
period then ended appearing in the Annual Report of Separate Account A of
Pacific Life Insurance Company for the year ended December 31, 1999.
We also consent to the reference to us under the heading "Independent Auditors"
appearing in such Statement of Additional Information and under the heading
"Financial Highlights" appearing in the Prospectus.
DELOITTE & TOUCHE LLP
Costa Mesa, California
April 13, 2000
