As filed with the Securities and Exchange Commission on April 18, 2019.

Registration Nos. 811-08946
333-178739

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x
Pre-Effective Amendment No.	o
Post-Effective Amendment No. 11	x

and/or

REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 x

Amendment No. 639 (Check appropriate box or boxes)  x

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) 219-3943
(Depository’s Telephone Number, including Area Code)

Brandon J. Cage
Assistant Vice President
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check appropriate box)

o immediately upon filing pursuant to paragraph (b) of Rule 485
x on May 1, 2019 pursuant to paragraph (b) of Rule 485
o 60 days after filing pursuant to paragraph (a)(1) of Rule 485
o on ________ pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

o 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 Schwab Retirement Income Variable Annuity individual flexible premium deferred variable annuity contracts.

Filing Fee: None

SCHWAB RETIREMENT INCOME VARIABLE ANNUITY^TMPROSPECTUS MAY 1, 2019

Schwab Retirement Income Variable Annuity is an individual flexible premium deferred variable annuity contract issued by Pacific Life Insurance Company (“Pacific Life”) through Separate Account A of Pacific Life.

The Contracts are sold exclusively by investment professionals including independent contractors and their employees of Charles Schwab & Co., Inc. (“Schwab”) (“Schwab investment professionals”). In this Prospectus, you and your mean the Contract Owner or Policyholder. We, us and our refer to Pacific Life. Contract means a Schwab Retirement Income Variable Annuity contract, unless we state otherwise. Schwab is not affiliated with Pacific Life.

This Prospectus provides information you should know before buying a Contract. Please read the Prospectus carefully, and keep it for future reference.

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the shareholder reports for portfolio companies available under your Contract, will no longer be sent by mail, unless you specifically request copies of the reports from Pacific Life. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from Pacific Life electronically by indicating so on the application, at www.PacificLife.com, or by sending us instructions in writing in a form acceptable to us to receive such documents electronically.

You may elect to receive all future reports in paper free of charge. You can inform Pacific Life that you wish to continue receiving paper copies of your shareholder reports by calling us at (800) 722-4448. Your election to receive reports in paper will apply to all portfolio companies available under your Contract.

Here’s a list of all the Investment Options currently available under your Contract; the Variable Investment Options are listed according to the underlying Funds:

VARIABLE INVESTMENT OPTIONS

Schwab Annuity Portfolios

Schwab VIT Balanced Portfolio

Schwab VIT Balanced with Growth Portfolio

Schwab VIT Growth Portfolio

Schwab Government Money Market Portfolio^TM*

*The Schwab Government Money Market Portfolio is only available to California applicants Age 60 or older during the Right to Cancel “Free Look” period.

You will find more information about the Contract and Separate Account A in the Statement of Additional Information (SAI) dated May 1, 2019. The SAI has been filed with the Securities and Exchange Commission (SEC) and is considered to be part of this Prospectus because it’s incorporated by reference. The contents of the SAI are described in this Prospectus after The General Account section – see the Table of Contents. 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.

This Contract is not available in all states. This Prospectus is not an offer in any state or jurisdiction where we are not legally permitted to offer the Contract. The Contract is described in detail in this Prospectus and its SAI. A Fund is described in its Prospectus and its SAI. No one has the right to describe the Contract or a Fund any differently than they have been described in these documents.

You should be aware that the SEC has not approved or disapproved of the securities or passed upon the accuracy or adequacy of the disclosure in this Prospectus. Any representation to the contrary is a criminal offense.

This material is not intended to be used, nor can it be used by any taxpayer, for the purpose of avoiding U.S. federal, state or local tax penalties. Pacific Life, its distributors and their respective representatives do not provide tax, accounting or legal advice. Any taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

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 (FDIC), the Federal Reserve Board, or any other government agency. Investment in a Contract involves risk, including possible loss of principal.

YOUR GUIDE TO THIS PROSPECTUS

Terms Used in This Prospectus	4
Overview	6
Your Investment Options	13
Purchasing Your Contract	14
How to Apply for Your Contract	14
Making Your Investments (“Purchase Payments”)	14
How Your Purchase Payments Are Allocated	15
Choosing Your Investment Options	15
Investing in Variable Investment Options	15
When Your Purchase Payment is Effective	16
Transfers and Market-timing Restrictions	16
Systematic Transfer Option	17
Charges, Fees and Deductions	17
Mortality and Expense Risk Charge	17
Administrative Fee	18
Optional Rider Charges	18
Premium Taxes	19
Waivers and Reduced Charges	19
Fund Expenses	19
Annuitization	19
Selecting Your Annuitant	19
Annuitization	20
Choosing Your Annuity Date	20
Default Annuity Date and Options	20
Choosing Your Annuity Option	21
Your Annuity Payments	22
Death Benefits and Optional Death Benefit Riders	22
Death Benefits	22
Return of Purchase Payments Death Benefit	24
Stepped-Up Death Benefit	25
Withdrawals	27
Optional Withdrawals	27
Tax Consequences of Withdrawals	28
Right to Cancel ("Free Look")	29
Optional Living Benefit Riders	29
General Information	29
Guaranteed Lifetime Withdrawal Benefit (Single)	31
Guaranteed Lifetime Withdrawal Benefit (Joint)	34
Pacific Life and the Separate Account	38
Federal Tax Issues	39
Taxation of Annuities - General Provisions	39
Non-Qualified Contracts - General Rules	39
Impact of Federal Income Taxes	42
Taxes on Pacific Life	42
Qualified Contracts - General Rules	43
IRAs and Qualified Plans	45
Additional Information	46
Voting Rights	46
Changes to Your Contract	47
Changes to All Contracts	47
Inquiries and Submitting Forms and Requests	48
Telephone and Electronic Transactions	49
Electronic Information Consent	49
Timing of Payments and Transactions	50
Confirmations, Statements and Other Reports to Contract Owners	50
Cybersecurity	50
Distribution Arrangements	50
Replacement of Life Insurance or Annuities	51
State Considerations	51
Financial Statements	52
The General Account	52
Contents of the Statement of Additional Information	53
Appendix A: Guaranteed Lifetime Withdrawal Benefit (Single) Sample Calculations	54
Appendix B: Guaranteed Lifetime Withdrawal Benefit (Joint) Sample Calculations	61
Appendix C: Return of Purchase Payments Death Benefit and Stepped-Up Death Benefit Sample Calculations	68
Financial Highlights (Condensed Financial Information)	74

Where To Go For More InformationBack Cover

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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 will find an explanation of what they mean below.

If you have any questions, please ask your Schwab investment professional if you are working with one, or call a Schwab Annuity Specialist at (888) 311-4887. You can reach Pacific Life directly at (800) 722-4448 or, if you are a Schwab investment professional, please call Pacific Life at (800) 610-4823.

Account Value – The amount of your Contract Value allocated to a specified Variable Investment 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 – 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 may have 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, an applicable underlying Fund Portfolio 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, and the Friday before New Year’s Day, July Fourth or Christmas Day if that holiday falls on a Saturday, the Monday following New Year’s Day, July Fourth or Christmas Day if that holiday falls on a Sunday, unless unusual business conditions exist, such as the ending of a monthly or yearly accounting period. An underlying Fund Portfolio may be closed when other federal holidays are observed such as Columbus Day and Veterans Day. See the underlying Fund Portfolio prospectus. 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. Any systematic pre-authorized transaction scheduled to occur on December 30 or December 31 where that day is not a Business Day will be deemed an order for the last Business Day of the calendar year and will be calculated using the applicable Subaccount Unit Value at the close of that Business Day. 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, if named in your Contract, who will become your sole surviving Annuitant if your existing sole Annuitant should 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 Anniversaries, Contract Semi-Annual Periods, Contract Quarters and Contract Months are measured from this date.

Contract Owner, Owner, Policyholder, you, or your – Generally, a person who purchases a Contract and makes the Investments. 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.

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 Investments.

Fund – A registered open-end management investment company; collectively refers to Schwab Annuity Portfolios.

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.

In Proper Form – This is the standard we apply when we determine whether an instruction is satisfactory to us. An instruction (in writing or by other means that we accept (e.g. via telephone or electronic submission)) is considered to be in proper form if it is received at our Service Center in a manner that is satisfactory to us, such that is sufficiently complete and clear so that we do not have to exercise any discretion to follow the instruction, including any information and supporting legal documentation necessary to effect the transaction. Any forms that we provide will identify any necessary supporting documentation. We may, in our sole discretion, determine whether any particular transaction request is in proper form, and we reserve the right to change or waive any in proper form requirements at any time.

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Investment (“Purchase Payment”) – An amount paid to us by or on behalf of a Contract Owner as consideration for the benefits provided under the Contract.

Investment Option – A Subaccount or any other Investment Option added to the Contract by Rider or Endorsement.

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 may apply for Qualified Contracts.

Non-Natural Owner – A corporation, trust or other entity that is not a (natural) person.

Non-Qualified Contract – A Contract other than a Qualified Contract.

Policyholder – The Contract Owner.

Portfolio – A separate portfolio of a 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 (“Investment”) – 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, 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 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”). 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. Unit Value of a Subaccount Unit on any Business Day is measured as of the close of the New York Stock Exchange on that Business Day, which usually closes at 4:00 p.m., Eastern time, although it occasionally closes earlier.

Variable Account Value – The aggregate amount of your Contract Value allocated to all Subaccounts.

Variable Investment Option – A Subaccount (also called a Variable Account.)

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OVERVIEW

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 (SAI) for more detailed information.

Certain Contract features described in this Prospectus may vary or may not be available in your state. The state in which your Contract is issued governs whether or not certain features, Riders, charges or fees are allowed or will vary under your Contract. These variations are reflected in your Contract and in Riders or Endorsements to your Contract. See your Schwab investment professional or contact us for specific information that may be applicable to your state. See ADDITIONAL INFORMATION – State Considerations. This prospectus provides a description of the material rights and obligations under the Contract. Any guarantees provided for under your Contract or through optional Riders are backed by Pacific Life’s financial strength and claims-paying ability. You must look to the strength of the insurance company with regard to such guarantees. Schwab is not responsible for any Contract guarantees.

Some of the Terms used in this Prospectus may be new to you. You will find a glossary of certain terms in the TERMS USED IN THIS PROSPECTUS section.

Pacific Life is a variable annuity provider. It is not a fiduciary and therefore does not give advice or make recommendations regarding insurance or investment products.

Please be aware that the sale or liquidation of any stock, bond, IRA, certificate of deposit, mutual fund, annuity or other asset to fund the purchase of this product may have tax consequences, early withdrawal penalties or other costs or penalties as a result of the sale or liquidation. You may want to consult independent legal or financial advice before selling or liquidating any assets prior to the purchase of any life or annuity products.

Contract Basics

An annuity contract may be appropriate if you are looking for retirement income or you want to meet other long-term financial objectives. Discuss with your Schwab investment professional whether a variable annuity, optional benefits and which underlying Investment Options are appropriate for you, taking into consideration your age, income, net worth, tax status, insurance needs, financial objectives, investment goals, liquidity needs, time horizon, risk tolerance and other relevant information. Together you can decide if a variable annuity is right for you.

This Contract may not be the right one for you if you need to withdraw money for short-term needs, because tax penalties for early withdrawal may apply.

You should consider the Contract’s investment and income benefits, as well as its costs.

This Contract is an annuity contract between you and Pacific Life. Annuity contracts have two phases, the accumulation phase and the annuitization phase. The two phases are discussed below.

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/or 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 Qualified Contract under a qualified retirement or pension plan, or some form of an individual retirement annuity or account (IRA). It is important to know that IRAs and qualified plans are already tax-deferred which means the tax deferral feature of a variable annuity does not provide a benefit in addition to that already offered by an IRA or qualified plan. An annuity contract should only be used to fund an IRA or qualified plan to benefit from the annuity’s features other than tax deferral.

This Contract is a variable annuity, which means that your Contract Value fluctuates depending on the performance of the Investment Options you choose. The Contract allows you to choose how often you make Investments (“Purchase Payments”) and how much you add each time, subject to certain limitations.

Your Right to Cancel (“Free Look”)

During the Free Look period, you have the right to cancel your Contract and return it with instructions to us or to your Schwab investment professional for a refund. The amount refunded may be more or less than the Purchase Payments you have made and the length of the Free Look period may vary, depending on the state where you signed your application, the type of Contract you

6

purchased, and whether the Contract replaced another annuity contract or life insurance policy. You will find a complete description of the Free Look period that applies to your Contract on the Contract’s cover sheet.

For more information about the Right to Cancel (“Free Look”) period seeWITHDRAWALS – Right to Cancel (“Free Look”).

The Accumulation Phase

The Investment Options you choose and how they perform will affect your Contract Value during the accumulation phase, as well as the amount available to annuitize on the Annuity Date.

The accumulation phase begins on your Contract Date and continues until your Annuity Date. During the accumulation phase, you can put money in your Contract by making Purchase Payments subject to certain limitations, and choose Investment Options in which to allocate them. You can also take money out of your Contract by making a withdrawal.

Investments (“Purchase Payments”)

Your initial Purchase Payment must be at least $50,000 for a Non-Qualified Contract or a Qualified Contract. Additional Purchase Payments must be at least $250 for a Non-Qualified Contract and $50 for a Qualified Contract. Currently, we are not enforcing the minimum additional Purchase Payment amounts on Qualified and Non-Qualified Contracts, but we reserve the right to enforce such minimums in the future. We will provide at least a 30 calendar day prior notice before we enforce the minimum initial Purchase Payment or the minimum additional Purchase Payment amounts.

For more information about Making Your Investments (“Purchase Payments”) see PURCHASING YOUR CONTRACT – Making Your Investments (“Purchase Payments”).

Investment Options

Ask your Schwab investment professional to help you choose the right Investment Options for your goals and risk tolerance. Schwab or the Schwab investment professional you engage to provide advice and/or make transfers for you is not acting on our behalf. Pacific Life is not responsible for any investment decisions or allocations you make, recommendations such Schwab investment professionals make or any allocations or specific transfers they choose to make on your behalf.

You can choose from a selection of Variable Investment Options (also called Subaccounts), each of which invests in a corresponding Fund Portfolio. The value of each Portfolio will fluctuate with the value of the investments it holds, and returns are not guaranteed.

We allocate your Purchase Payments to the Investment Options you choose. Your Contract Value will fluctuate during the accumulation phase depending on the Investment Options you have chosen. You bear the investment risk of any Variable Investment Options you choose.

For more information about the Investment Options and the corresponding Investment Adviser see YOUR INVESTMENT OPTIONS – Your Variable Investment Options.

Transferring Among Investment Options

Transfers are allowed 30 calendar days after the Contract Date. Currently, we are not enforcing this restriction but we reserve the right to enforce it in the future. Once your Purchase Payments are allocated to the Investment Options you selected, you may transfer your Account Value from any Investment Option to any other Investment Option until your Annuity Date without paying any current income tax. Transfers are limited to 25 for each calendar year. Transfers made under any systematic transfer program are excluded from these limitations.

Transfers to or from a Variable Investment Option cannot be made before the seventh calendar day following the last transfer to or from the same Variable Investment Option. If the seventh calendar day is not a Business Day, then a transfer may not occur until the next Business Day. The day of the last transfer is not considered a calendar day for purposes of meeting this requirement.

For more information about transfers and transfer limitations see HOW YOUR PURCHASE PAYMENTS ARE ALLOCATED – Transfers and Market-timing Restrictions.

Withdrawals

You can make full and partial withdrawals to supplement your income or for other purposes. There is no withdrawal charge.

In general, you may have to pay income taxes on withdrawals or other distributions from your Contract. If you are under age 59½, a 10% federal tax penalty may also apply to taxable withdrawals.

For more information about withdrawals and withdrawal minimums see WITHDRAWALS – Optional Withdrawals.

The Annuitization Phase

The annuitization 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 over a fixed period or for life.

These annuity payments will be fixed. You can choose monthly, quarterly, semi-annual or annual payments. We will make the income payments to you or your designated payee. The Owner is responsible for any tax consequences of any annuity payments.

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For more information about annuitization see ANNUITIZATION and for annuity options available under the Contract see ANNUITIZATION – Choosing Your Annuity Option – Annuity Options.

The Death Benefit

Generally, the Contract provides a death payout upon the first death of an Owner or the death of the sole surviving Annuitant, whichever occurs first, during the accumulation phase. Death benefit proceeds are payable when we receive proof of death and payment instructions In Proper Form. To whom we pay a death benefit depends on who dies first and the type of Contract you own. The Contract (without taking into account any optional death benefit riders) also provides a Death Benefit Amount (see the Death Benefit Amount subsection in DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS).

For more information about the death benefit see DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS - Death Benefits.

Optional Riders

Optional Riders are subject to availability (including state availability) and may be discontinued for purchase at anytime without prior notice. Before purchasing any optional Rider, make sure you understand all of the terms and conditions and consult with your Schwab investment professional for advice on whether an optional Rider is appropriate for you. Your election to purchase an optional Rider must be received In Proper Form. Any guarantees provided through optional riders are backed by the financial strength and claims-paying ability of Pacific Life. You must look to the strength of the insurance company with regard to such guarantees. Schwab is not responsible for any optional Rider guarantees.

If an optional death benefit rider is purchased, you may not purchase a Guaranteed Minimum Withdrawal Benefit Rider (Single or Joint).

Return of Purchase Payments Death Benefit

This optional Rider offers you the ability to have your Death Benefit Amount be the greater of the Contract Value or the Total Adjusted Purchase Payments as of the Notice Date. The Notice Date is the Business Day on which we receive, In Proper Form, proof of death and instructions regarding payment of any death benefit proceeds. There is a reset to the benefits provided under the Rider when certain owner changes are made (see the Owner Change subsection of the Rider for more information). You may not purchase this Rider after the Contract Date.

For more information about the Return of Purchase Payments Death Benefit see DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS – Return of Purchase Payments Death Benefit.

Stepped-Up Death Benefit

This optional Rider offers you the ability to lock in market gains for your beneficiaries with a stepped-up death benefit, which is the highest Contract Value on any previous Contract Anniversary (prior to the oldest Owner or Annuitant’s 81^st birthday) adjusted for additional Purchase Payments and withdrawals. There is a reset to the benefits provided under the Rider when certain owner changes are made (see the Owner Change subsection of the Rider for more information). You may not purchase this Rider after the Contract Date.

For more information about the Stepped-Up Death Benefit see DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS – Stepped-Up Death Benefit.

Optional Living Benefit Riders

Living benefit riders available through this Contract, for an additional cost, are categorized as guaranteed minimum withdrawal benefit riders. The following is a list (which may change from time to time) of riders currently available:

Guaranteed Minimum Withdrawal Benefit

·Guaranteed Lifetime Withdrawal Benefit (Single)

·Guaranteed Lifetime Withdrawal Benefit (Joint)

The guaranteed minimum withdrawal benefit riders focus on providing an income stream for life through withdrawals during the accumulation phase, if certain conditions are met. The riders have the same basic structure with differences in the percentage that may be withdrawn each year, how long the withdrawals may last (for example, for a single life or for joint lives), and what age lifetime withdrawals may begin, if applicable. The riders also offer the potential to lock in market gains on each Contract Anniversary which may increase the annual amount you may withdraw each year under the rider. The riders provide an income stream regardless of market performance, even if your Contract Value is reduced to zero.

Additional Information Applicable to Optional Living Benefit Riders

You may purchase an optional Rider at anytime (if available). Your election to purchase an optional Rider must be received In Proper Form.

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You can find more information about the costs associated with the optional riders within the next few pages and in the CHARGES, FEES AND DEDUCTIONS – Optional Rider Charges section. You can find complete information about each optional rider and its key features and benefits in the OPTIONAL LIVING BENEFIT RIDERS section.

At initial purchase and during the entire time that you own an optional living benefit Rider, you must invest your entire Contract Value in an asset allocation program or in Investment Options we make available for these Riders. The allocation limitations associated with these Riders may limit the number of Investment Options that are otherwise available to you under your Contract. See OPTIONAL LIVING BENEFIT RIDERS – General Information – Investment Allocation Requirements. Failure to adhere to the Investment Allocation Requirements may cause your Rider to terminate. We reserve the right to add, remove or change asset allocation programs or Investment Options we make available for these Riders at any time. We may make such a change due to a fund reorganization, fund substitution, to help protect our ability to provide the guarantees under these riders (for example, changes in an underlying portfolio’s investment objective and principal investment strategies, or changes in general market conditions), or otherwise. Generally, a change to an existing allowable Investment Option will not require you to reallocate or transfer the total amount of Contract Value allocated to an affected Investment Option, except when an underlying portfolio is liquidated by a determination of its Board of Directors or by a fund substitution. If a change is required that will result in a reallocation or transfer of an existing Investment Option, we will provide you with reasonable notice (generally 90 calendar days) prior to the effective date of such change to allow you to reallocate your Contract Value to maintain your rider benefits. If you do not reallocate your Contract Value your rider will terminate.

Distributions made due to a request for partial annuitization, divorce instructions or under Code Section 72(t)/72(q) (substantially equal periodic payments) are treated as withdrawals for Contract purposes and may adversely affect Rider benefits.

Taking a withdrawal before a certain age or a withdrawal that is greater than the annual withdrawal amount (“excess withdrawal”) under a particular Rider may result in adverse consequences such as a permanent reduction in Rider benefits or the failure to receive lifetime withdrawals under a Rider.

Schwab may limit you from purchasing some optional Riders based upon your age or other factors. You should work with your Schwab investment professional to decide whether an optional Rider is appropriate for you.

Work with your Schwab investment professional to review the different riders available for purchase, how they function, how the riders differ from one another, and to understand all of the terms and conditions of an optional rider prior to purchase.

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Fees and Expenses

This section of the overview explains the fees and expenses that you will pay when buying, owning and surrendering your Contract.

Contract Transaction Expenses

There are no front-end sales charges or withdrawal charges. Premium taxes and/or other taxes may apply to your Contract. We generally charge state premium taxes and/or other taxes when you annuitize your Contract, but there are other times when we charge them to your Contract instead. Please see your Contract for details.

Periodic Expenses

The following describes the fees and expenses that you will pay periodically during the time you own your Contract not including Portfolio fees and expenses.

Separate Account A Annual Expenses (as a percentage of the average daily Variable Account Value¹):

	Without any Death Benefit Rider	With Return of Purchase Payments Death Benefit Rider Only	With Stepped-Up Death Benefit Rider Only
·Mortality and Expense Risk Charge2	0.35%	0.35%	0.35%
·Administrative Fee2	0.25%	0.25%	0.25%
·Death Benefit Rider Charge2, 3	N/A	0.20%	0.40%
·Total Separate Account A Annual Expenses	0.60%	0.80%	1.00%

The Mortality and Expense Risk Charge and the Administrative Fee will not continue after the Annuity Date. For more information about these charges, please see the CHARGES, FEES AND DEDUCTIONS - Mortality and Expense Risk Charge and Administrative Fee sections.

Optional Rider⁴ Annual Expenses:

	Current Charge Percentage	Maximum Charge Percentage
Guaranteed Minimum Withdrawal Benefit
Guaranteed Lifetime Withdrawal Benefit (Single)5	0.80%	1.50%
Guaranteed Lifetime Withdrawal Benefit (Joint)5	1.00%	1.75%

¹The Variable Account Value is the value of your Variable Investment Options on any Business Day.

²This is an annual rate and is assessed on a daily basis. The daily rate is calculated by dividing the annual rate by 365.

³If you buy an optional death benefit rider, we will add this charge to the Mortality and Expense Risk Charge until, and including, your Annuity Date. Only one death benefit rider may be owned or in effect at the same time.

⁴Only one guaranteed minimum withdrawal benefit rider may be owned or in effect at the same time.

⁵If you buy Guaranteed Lifetime Withdrawal Benefit (Single) or (Joint), the annual charge is deducted from your Contract Value on a quarterly basis. The quarterly charge is the current charge percentage (divided by 4) multiplied by the Protected Payment Base. On the Rider Effective Date, the Protected Payment Base is equal to the initial Purchase Payment if purchased at Contract issue or, if purchased after Contract issue, the Contract Value as of the Rider Effective Date. For a complete explanation of the Protected Payment Base, see the OPTIONAL LIVING BENEFIT RIDERS – Guaranteed Lifetime Withdrawal Benefit (Single) or (Joint). The quarterly amount deducted may increase or decrease due to changes in your Protected Payment Base. Your Protected Payment Base may increase due to additional Purchase Payments, decrease due to withdrawals or also change due to Resets. After the Rider Effective Date, we deduct the charge proportionately from your Investment Options every 3 month anniversary of your Contract Date, during the term of the Rider and while the Rider is in effect, and when the Rider is terminated. Under the Single version, we will waive the annual charge if the Rider terminates as a result of the death of an Owner or sole surviving Annuitant, upon full annuitization of your Contract, or if your Contract Value is zero. Under the Joint version, we will waive the annual charge if the Rider terminates as a result of the death of the surviving Designated Life, upon full annuitization of your Contract, or if your Contract Value is zero. Upon full annuitization, the annual charge is only waived for the quarter that annuitization occurs. If the Rider terminates as a result of death, any annual charge deducted between the date of death and the Notice Date will be prorated as applicable to the date of death and added to the Contract Value on the Notice Date. See CHARGES, FEES, AND DEDUCTIONS – Optional Rider Charges.

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Total Annual Fund Operating Expenses

For more about the underlying Funds seeYOUR INVESTMENT OPTIONS – Your Variable Investment Options, and see each underlying Fund Prospectus.

This table shows the minimum and maximum total annual operating expenses incurred by the Portfolios that you indirectly pay during the time you own the Contract. This table shows the range (minimum and maximum) of fees and expenses (including management fees, shareholder servicing and/or distribution (12b-1) fees, and other expenses) charged by any of the Portfolios, expressed as an annual percentage of average daily net assets. The amounts are based on expenses paid in the year ended December 31, 2018, adjusted to reflect anticipated changes in fees and expenses, or, for new Portfolios, are based on estimates for the current fiscal year.

Each Variable Account of the Separate Account purchases shares of the corresponding Fund Portfolio at net asset value. The net asset value reflects the investment advisory fees and other expenses that are deducted from the assets of the Portfolio. The advisory fees and other expenses are not fixed or specified under the terms of the Contract, and they may vary from year to year. These fees and expenses are described in each Fund Prospectus.

	Minimum	Maximum
Range of total annual portfolio operating expenses before any waivers or expense reimbursements	0.60%	0.66%
Range of total annual portfolio operating expenses after any waivers or expense reimbursements	0.60%	0.66%

To help limit Fund expenses, Charles Schwab Investment Management, Inc. contractually agreed to reduce investment advisory fees or otherwise reimburse certain Portfolios of their respective Funds which may reduce the Portfolio’s expenses. The range of expenses in the first row above does not include the effect of any waiver and/or expense reimbursement arrangement. The range of expenses in the second row above includes the effect of Fund waiver and/or expense reimbursement arrangements that are in effect. The waiver and/or reimbursement arrangements vary in length. There can be no assurance that Fund expense waivers or reimbursements will be extended beyond their current terms as outlined in each Fund prospectus, and they may not cover certain expenses such as extraordinary expenses. See each Fund prospectus for complete information regarding annual operating expenses and any waivers or reimbursements in effect for a particular Fund.

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Examples

The following examples are intended to help you compare the cost of investing in your Contract with the cost of investing in other variable annuity contracts. The maximum amounts reflected below include the maximum periodic Contract expenses, Contract Transaction Expenses, Separate Account annual expenses and the Portfolio with the highest fees and expenses for the year ended December 31, 2018. The maximum amounts also include the combination of optional Riders whose cumulative maximum charge expenses totaled more than any other optional Rider combination. The optional Rider included is Guaranteed Lifetime Withdrawal Benefit (Joint). The minimum amounts reflected below include the minimum periodic Contract expenses, Separate Account annual expenses and the Portfolio with the lowest fees and expenses for the year ended December 31, 2018. The minimum amounts do not include any optional Riders.

The examples assume that you invest $10,000 in the Contract for the time periods indicated. They also assume that your Purchase Payment has a 5% return each year and assumes the maximum and minimum fees and expenses of all of the Investment Options available. Although your actual costs may be higher or lower, based on these assumptions, your maximum and minimum costs would be:

·If you surrendered, annuitized, or left your money in your Contract:

	1 Year	3 Years	5 Years	10 Years
Maximum	$303	$918	$1,543	$3,161
Minimum	$122	$381	$660	$1,455

In calculating the examples above, we used the maximum and minimum total operating expenses of all the Portfolios as shown in the Fees And Expenses section of each Fund Prospectus. For more information on Contract fees and expenses, see CHARGES, FEES AND DEDUCTIONS in this Prospectus, and see each Fund Prospectus. See the FINANCIAL HIGHLIGHTS (Condensed Financial Information) appendix in this Prospectus for condensed financial information about the Subaccounts.

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YOUR INVESTMENT OPTIONS

Work with your Schwab investment professional to help you choose the right Investment Options for your investment goals and risk tolerance.

You may choose among the different Variable Investment Options.

Your Variable Investment Options

Each Variable Investment Option invests in a separate Fund Portfolio. 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 applicable Fund Prospectus. No assurance can be given that a Portfolio will achieve its investment objective. YOU SHOULD READ EACH FUND PROSPECTUS CAREFULLY BEFORE INVESTING.

SCHWAB ANNUITY PORTFOLIOS	INVESTMENT GOAL	MANAGER
Schwab VIT Balanced Portfolio	Seeks long-term capital appreciation and income.	Charles Schwab Investment Management, Inc.
Schwab VIT Balanced with Growth Portfolio	Seeks long-term capital appreciation and income.	Charles Schwab Investment Management, Inc.
Schwab VIT Growth Portfolio	Seeks long-term capital appreciation.	Charles Schwab Investment Management, Inc.
Schwab Government Money Market Portfolio*	Seeks the highest current income consistent with stability of capital and liquidity.	Charles Schwab Investment Management, Inc.

*The Schwab Government Money Market Portfolio is only available to California applicants age 60 or older during the Right to Cancel “Free Look” period.

The Investment Adviser

Charles Schwab Investment Management, Inc. (“CSIM”) is the investment adviser for the Schwab Annuity Portfolios. CSIM is a subsidiary of the Charles Schwab Corporation and an affiliate of Schwab. CSIM manages the Schwab Funds^®, Laudus Funds, and the Schwab ETFs including certain ETFs in which the Schwab Annuity Portfolios will invest.

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PURCHASING YOUR CONTRACT

How to Apply for Your Contract

To purchase a Contract, you must work with your Schwab investment professional to fill out an application and submit it along with your initial Purchase Payment to Pacific Life Insurance Company at P.O. Box 2290, Omaha, Nebraska 68103-2290. In those instances when we receive electronic transmission of the information on the application from Schwab and our administrative procedures with Schwab so provide, we consider the application to be received on the Business Day we receive the transmission. If your application and Purchase Payment are complete when received, or once they have become complete, we will issue your Contract within 2 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 5 Business Days without your permission. In any case, we will not hold your initial Purchase Payment after 20 Business Days.

You may also purchase a Contract by exchanging your existing annuity. Call your Schwab investment professional if you are working with one, or call a Schwab Annuity Specialist at (888) 311-4887. You can reach Pacific Life directly at (800) 722-4448 or, if you are a Schwab investment professional, please call Pacific Life at (800) 610-4823.

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. On your application, you must provide us with a valid U.S. tax identification number for federal, state, and local tax reporting purposes.

The maximum age of a Contract Owner/Annuitant, including Joint Owners/Annuitants and Contingent Annuitants, for which a Contract will be issued is 90. The Contract Owner’s age is calculated as of his or her last birthday. If any Contract Owner or any sole Annuitant named in the application for a Contract dies and we are notified of the death before we issue the Contract, then we will return the amount we received. If we issue the Contract and are subsequently notified after issuance that the death occurred prior to issue, then the application for the Contract and/or any Contract issued will be deemed cancelled and a refund will be issued. The refund amount will be the Contract Value based upon the next determined Accumulated Unit Value (AUV) after we receive proof of death, In Proper Form, of the Contract Owner or Annuitant, plus a refund of any amount used to pay premium taxes and/or any other taxes. Any refunded assets may be subject to probate.

Making Your Investments (“Purchase Payments”)

Making Your Initial Purchase Payment

Your initial Purchase Payment must be at least $50,000 for Non-Qualified or Qualified Contracts. For Non-Qualified Contracts, if the entire minimum initial Purchase Payment is not included when you submit your application, you must establish a pre-authorized investment program. A pre-authorized investment program allows you to pay the remainder of the required initial Purchase Payment in equal installments over the first Contract Year. Further requirements for the pre-authorized investment program are discussed in the Pre-Authorized Investment Request 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 Purchase Payments

If your Contract is Non-Qualified, you may choose to invest additional amounts in your Contract at any time. If your Contract is Qualified, the method of contribution and contribution limits may be restricted by the Qualified Plan or the Internal Revenue Code (“the Code”). Each additional Purchase Payment must be at least $250 for a Non-Qualified Contract and $50 for a Qualified Contract. Currently, we are not enforcing the minimum additional Purchase Payment amounts but we reserve the right to enforce the minimum additional Purchase Payment amounts in the future. We will provide at least a 30 calendar day prior notice before we enforce the minimum additional Purchase Payment amounts. Additional Purchase Payments will be allocated according to the instructions we have on file unless we receive specific allocation instructions.

Forms of Purchase Payment

Your initial and additional Purchase Payments may be sent by personal or bank check or by wire transfer. Purchase Payments must be made in a form acceptable to us before we can process it. Acceptable forms of Purchase Payments are:

·personal checks or cashier’s checks drawn on a U.S. bank,

·money orders and traveler’s checks in single denominations of more than $10,000 if they originate in a U.S. bank,

·third party payments when there is a clear connection of the third party to the underlying transaction, and

·wire transfers that originate in U.S. banks.

We will not accept Purchase Payments in the following forms:

·cash,

·credit cards or checks drawn against a credit card account,

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·money orders or traveler’s checks in single denominations of $10,000 or less,

·starter checks,

·home equity checks,

·eChecks,

·cashier’s checks, money orders, traveler’s checks or personal checks drawn on non-U.S. banks, even if the payment may be effected through a U.S. bank,

·third party payments if there is not a clear connection of the third party to the underlying transaction, and

·wire transfers that originate from foreign bank accounts.

All unacceptable forms of Purchase Payments will be returned to the payor along with a letter of explanation. We reserve the right to reject or accept any form of payment. Any unacceptable Purchase Payment inadvertently invested may be returned and the amount returned may be more or less than the amount submitted. If you make Purchase Payments by check other than a cashier’s check, your payment of any withdrawal proceeds and any refund during the “Right to Cancel” period may be delayed until we receive confirmation in our Annuities administrative office that your check has cleared.

HOW YOUR PURCHASE PAYMENTS ARE ALLOCATED

Choosing Your Investment Options

You may allocate your Purchase Payments among any of the available Investment Options. Allocations of your initial Purchase Payment to the Investment Options you selected will be effective on your Contract Date. 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 WITHDRAWALS – Right to Cancel (“Free Look”). 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 policy, our administrative procedures may vary depending on the state in which your Contract is delivered.

Investing in Variable Investment Options

Each time you allocate your Purchase Payment 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.

Example: You allocate $600 to Subaccount A. At the end of the Business Day on which your allocation is effective, the value of one Unit in Subaccount A is $15. As a result, 40 Subaccount Units are credited to your Contract for your $600 ($600 / $15 = 40).

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 Purchase Payments allocated to the Variable Investment Options may be worth more or less than the original Purchase Payments 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 Subaccount A will change to reflect the performance of the corresponding 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.

Calculating Subaccount Unit Values

We calculate the Unit Value of the Subaccount Units in each Variable Investment Option at the close of the New York Stock Exchange which usually closes at 4:00 p.m. Eastern Time on each Business Day. At the end of each Business Day, the Unit Value for a Subaccount is equal to:

Y × 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:

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(A ÷ 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

(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 each 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 Risk Charge plus the Administrative Fee and any applicable increase in the Risk Charge (see CHARGES, FEES AND DEDUCTIONS).

The Subaccount Unit Value may increase or decrease from one valuation period to another. For Subaccount Unit Values please go to www.PacificLife.com.

When Your Purchase Payment is Effective

Your initial Purchase Payment is effective on the Business Day we issue your Contract. Any additional Purchase Payment is effective on the Business Day we receive it In Proper Form. See ADDITIONAL INFORMATION – Inquiries and Submitting Forms and Requests.

The day your Purchase Payment 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. That Unit Value 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.

Transfers and Market-timing Restrictions

Transfers

Transfers are allowed 30 calendar days after the Contract Date. Currently, we are not enforcing this restriction but we reserve the right to enforce it in the future. We will provide at least a 30 calendar day prior notice before we enforce the 30 calendar day waiting period after the Contract Date. Once your Purchase Payments are allocated to the Investment Options you selected, you may transfer your Account Value from any Investment Option to any other Investment Option. Transfers are limited to 25 for each calendar year.

Transfers to or from a Variable Investment Option cannot be made before the seventh calendar day following the last transfer to or from the same Variable Investment Option. If the seventh calendar day is not a Business Day, then a transfer may not occur until the next Business Day. The day of the last transfer is not considered a calendar day for purposes of meeting this requirement. For example, if you make a transfer into the Schwab VIT Growth Variable Investment Option on Monday, you may not make any transfers to or from that Variable Investment Option before the following Monday.

For the purpose of applying the limitations, multiple transfers that occur on the same calendar day are considered 1 transfer. Transfers that occur as a result of the portfolio rebalancing program are excluded from these limitations. Also, allocations of Purchase Payments are not subject to these limitations.

If you have used all 25 transfers available to you in a calendar year, you may no longer make transfers between the Investment Options until the start of the next calendar year.

There are no exceptions to the above transfer limitations in the absence of an error, a substitution of Investment Options, or reorganization of underlying Portfolios, or other extraordinary circumstances.

If we deny a transfer request, we will notify your Schwab investment professional via telephone. If you (or your Schwab investment professional) request a transfer via telephone that exceeds the above limitations, we will notify you (or your Schwab investment professional) immediately.

Transfer requests are generally effective on the Business Day we receive them In Proper Form, unless you request a systematic transfer program with a future date.

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

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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.

We reserve the right (unless otherwise required by law) to limit the size of transfers, to restrict transfers, to require that you submit any transfer requests in writing, to suspend transfers, and to impose further limits on the number and frequency of transfers you can make. We also reserve the right to reject any transfer request. Any policy we may establish with regard to the exercise of any of these rights will be applied uniformly to all Contract Owners.

Market-timing Restrictions

The Contract is not designed to serve as a vehicle for frequent trading in response to short-term fluctuations in the market. Accordingly, organizations or individuals that use market-timing investment strategies and make frequent transfers should not purchase the Contract. Such frequent trading can disrupt management of the underlying Portfolios and raise expenses. The transfer limitations set forth above are intended to reduce frequent trading. In addition, we monitor certain large transaction activity in an attempt to detect trading that may be disruptive to the Portfolios. In the event transfer activity is found to be disruptive, certain future transactions by such Contract Owners, or by a Schwab investment professional or other party acting on behalf of one or more Contract Owners, will require preclearance. Frequent trading and large transactions that are disruptive to Portfolio management can have an adverse effect on Portfolio performance and therefore your Contract’s performance. Such trading may also cause dilution in the value of the Investment Options held by long-term Contract Owners. While these issues can occur in connection with any of the underlying Portfolios, Portfolios holding securities that are subject to market pricing inefficiencies are more susceptible to abuse. For example, Portfolios holding international securities may be more susceptible to time-zone arbitrage which seeks to take advantage of pricing discrepancies occurring between the time of the closing of the market on which the security is traded and the time of pricing of the Portfolios.

Our policies and procedures which limit the number and frequency of transfers and which may impose preclearance requirements on certain large transactions are applied uniformly to all Contract Owners. However, there is a risk that these policies and procedures will not detect all potentially disruptive activity or will otherwise prove ineffective in whole or in part. Further, we and our affiliates make available to our variable annuity and variable life insurance Contract Owners underlying funds not affiliated with us. We are unable to monitor or restrict the trading activity with respect to shares of such funds not sold in connection with our Contracts. In the event the Board of Trustees/Directors of any underlying fund imposes a redemption fee or trading (transfer) limitations, we will pass them on to you.

We reserve the right to restrict, in our sole discretion and without prior notice, transfers initiated by a market timing organization or individual or other party authorized to give transfer instructions on behalf of multiple Contract Owners. Such restrictions could include:

·not accepting transfer instructions from a Schwab investment professional acting on behalf of more than one Contract Owner, and

·not accepting preauthorized transfer forms from market timers or other entities acting on behalf of more than one Contract Owner at a time.

We further reserve the right to impose, without prior notice, restrictions on transfers that we determine, in our sole discretion, will disadvantage or potentially hurt the rights or interests of other Contract Owners; or to comply with any applicable federal and state laws, rules and regulations.

Systematic Transfer Option

We offer one systematic transfer option: portfolio rebalancing. There is no charge for this option and transfers under this option are not counted towards your total transfers in a calendar year. Work with your Schwab investment professional prior to electing portfolio rebalancing.

Portfolio Rebalancing

You may instruct us to maintain a specific balance of Variable Investment Options under your Contract (e.g. 30% in Subaccount A, 40% in Subaccount B, and 30% in Subaccount C). 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. You may choose to have rebalances made quarterly, semi-annually or annually until your Annuity Date. Only Variable Investment Options are available for rebalancing. Detailed information appears in the SAI.

CHARGES, FEES AND DEDUCTIONS

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 Contract (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.” The risk that the expense charges and fees under the Contract and Separate Account are less than our actual administrative and operating expenses is called “expense risk.” The Mortality and Expense Risk Charge is guaranteed not to increase for the life of the Contract.

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This Risk Charge is assessed daily at an annual rate equal to 0.35% of each Subaccount’s assets.

The Risk Charge will stop at the Annuity Date (the charge will be assessed on the Annuity Date then discontinue thereafter).

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 0.20% of each Subaccount’s assets if you purchase the Return of Purchase Payments Death Benefit. The total Risk Charge annual rate will be 0.55% if the Return of Purchase Payments Death Benefit is purchased. Any increase in your Risk Charge will not continue after the Annuity Date.

We increase your Risk Charge by an annual rate equal to 0.40% of each Subaccount’s assets if you purchase the Stepped-Up Death Benefit. The total Risk Charge annual rate will be 0.75% if the Stepped-Up Death Benefit is purchased. Any increase in your Risk Charge will not continue after the Annuity Date.

The Return of Purchase Payments Death Benefit and the Stepped-Up Death Benefit cannot be owned or in effect at the same time.

See DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS – Death Benefits.

Administrative Fee

We charge an Administrative Fee as compensation for costs we incur in operating the Separate Account, 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 0.25% of the assets of each Subaccount. This rate is guaranteed not to increase for the life of your Contract. A correlation 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. We do not intend to realize a profit from this fee. The Administrative Fee will stop at the Annuity Date (the charge will be assessed on the Annuity Date then discontinue thereafter).

Optional Rider Charges

If you purchase an optional Rider listed in the table below, we will deduct an annual charge from your Investment Options on a proportionate basis. Deductions against your Variable Investment Options are made by debiting some of the Subaccount Units previously credited to your Contract.

Following the Rider Effective Date, the charge is deducted every 3 month anniversary of your Contract Date (“Quarterly Contract Anniversary”). The Rider charge will be deducted while the Rider remains in effect and when the Rider terminates. The charge is deducted in arrears each Quarterly Contract Anniversary. If a Rider is purchased on a date other than a Quarterly Contract Anniversary, the Rider charge will be prorated the first time the charge is deducted.

If your Rider terminates on a Quarterly Contract Anniversary, the entire charge for the prior quarter will be deducted from the Contract Value on that anniversary. If the Rider terminates prior to a Quarterly Contract Anniversary, we will prorate the charge based on the Protected Payment Base as of the day the Rider terminates. Such prorated amount will be deducted from the Contract Value on the earlier of the day the Contract terminates or on the Quarterly Contract Anniversary immediately following the day the Rider terminates.

If you make a full withdrawal of the amount available for withdrawal during a Contract Year, we will deduct the charge from the final payment made to you.

An optional Rider annual charge percentage may change if a Reset occurs under the Rider provisions. However, the annual charge percentage will not exceed the maximum annual charge percentage (indicated in the table below) for the applicable Rider. You may elect to opt-out of a Reset and your annual charge percentage will remain the same as it was before the Reset. If an Automatic Reset never occurs, the annual charge percentage established on the Rider Effective Date is guaranteed not to change. You can find more information about Protected Payment Base and Automatic Resets for each applicable rider in the OPTIONAL LIVING BENEFIT RIDERS section.

Annual Charge Percentage Table

Optional Rider1	Current Annual Charge Percentage	Maximum Annual Charge Percentage Under the Rider	To determine the amount to be deducted, the Annual Charge Percentage is multiplied by the:	The Charge is deducted on each:
Guaranteed Lifetime Withdrawal Benefit (Single)	0.80%	1.50%	Protected Payment Base	Quarterly Contract Anniversary
Guaranteed Lifetime Withdrawal Benefit (Joint)	1.00%	1.75%	Protected Payment Base	Quarterly Contract Anniversary

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¹The table above reflects the current and maximum annual charge percentages for each applicable rider. Due to the timing of Resets/Step-Ups under a rider, if applicable, your actual current annual charge percentage could be higher or lower than what is stated above. To confirm which annual charge percentage applies to your rider, speak with your financial professional or call us at (800) 722-4448 to confirm the current rider charges that apply to you.

See Mortality and Expense Risk Charge for the Stepped-Up Death Benefit and Return of Purchase Payments Death Benefit charge information.

Premium Taxes

Depending on your state of residence (among other factors), a tax may be imposed on your Purchase Payments (“premium tax”) at the time your Investment is made, at the time of a partial or full withdrawal, at the time any death benefit proceeds are paid, at annuitization 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. Premium tax is charged according to the rate determined by your state of residence at the time of annuitization. Premium tax is subject to state requirements. Some local jurisdictions also impose a tax.

If we pay any premium taxes attributable to Purchase Payments, we will impose a similar charge against your Contract Value. 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 and/or other taxes when you make a full or partial withdrawal, at the time any death benefit proceeds are paid, or when those taxes are incurred. For these purposes, “premium taxes” include any state or local premium or retaliatory 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 currently base this charge on your Contract Value, but we reserve the right to base this charge on the transaction amount, the aggregate amount of Purchase Payments we receive under your Contract, or any other amount, that in our sole discretion we deem appropriately reimburses us for premium taxes paid on this Contract.

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. Any such charge deducted from the Contract Value will be deducted on a proportionate basis. See HOW YOUR PURCHASE PAYMENTS ARE ALLOCATED – Investing in Variable Investment Options – Calculating Subaccount Unit Values to see how such charges are deducted from the Separate Account. Currently, we do not impose any such charges.

Waivers and Reduced Charges

We may agree to waive or reduce charges 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 Contract 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 waive or reduce such charges or credit additional amounts on any Contract where expenses associated with the sale or distribution of the Contract and/or costs associated with administering and maintaining the Contract are reduced. Any additional amounts will be added to the 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, in most states you may not receive any amount credited if you return your Contract during the Free Look period as described under WITHDRAWALS – Right to Cancel (“Free Look”).

Fund Expenses

Your Variable Account Value reflects advisory fees, any service and distribution (12b-1) fees, and other expenses incurred by the various Fund Portfolios, net of any applicable reductions and/or reimbursements. These fees and expenses may vary. Each Fund is governed by its own Board of Trustees, and your Contract does not fix or specify the level of expenses of any Portfolio. A Fund’s fees and expenses are described in detail in the applicable Fund Prospectus and SAI.

Some Investment Options available to you are “fund of funds”. A fund of funds portfolio is a fund that invests in other funds in addition to other investments that the portfolio may make. Expenses of fund of funds Investment Options may be higher than non fund of funds Investment Options due to the two tiered level of expenses. See the Fund prospectuses for detailed portfolio expenses and other information before investing.

ANNUITIZATION

Selecting Your Annuitant

When you submit your Contract application, you must choose a sole Annuitant or Joint Annuitants. 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 as Annuitant. If you do not have Joint Annuitants, you may choose a Contingent Annuitant. The Contingent Annuitant will not impact any Contract benefits, including death benefit proceeds, until becoming the sole surviving Annuitant. 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

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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 91st birthday. We reserve the right to require proof of age or survival of the Annuitant(s).

Annuitization

Annuitization occurs on the Annuity Date when you convert your Contract from the accumulation phase to the annuitization (income) phase. 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 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. We will send the annuity payments to the payee that you designate.

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 optional Rider charge. This option of distribution may or may not be available, or may be available for only certain types of Contracts. 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 advisor for information on full or partial annuitization.

If you annuitize only a portion of your 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. The second Annuity Date may not be later than the date specified in the Choosing Your Annuity Date section of this Prospectus. 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 contact a qualified tax advisor for more information if you are interested in this option.

Distributions made due to a request for partial annuitization are treated as withdrawals for Contract purposes and may adversely affect optional Rider benefits. Work with your Schwab investment professional prior to requesting partial annuitization.

Choosing Your Annuity 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. Adverse federal tax consequences may result if you choose an Annuity Date that is prior to an Owner’s attained age 59½. See FEDERAL TAX ISSUES.

If you have a sole Annuitant, your Annuity Date cannot be later than the sole Annuitant’s 95th birthday. If you have Joint Annuitants, your Annuity Date cannot be later than your younger Joint Annuitant’s 95th birthday. Different requirements may apply as required by any applicable state law or the Code. We may, at our sole discretion, allow you to extend your Annuity Date. We reserve the right, at any time, to not offer any extension to your Annuity Date regardless of whether we may have granted any extensions to you or to any others in the past.

If your Contract is a Qualified Contract, you may also be subject to additional restrictions. In order to meet the Code minimum distribution rules, your Required Minimum Distributions (RMDs) may begin earlier than your Annuity Date. For instance, under Section 401 of the Code (for Qualified Plans) and Section 408 of the Code (for IRAs), the entire interest under the Contract must be distributed to the Owner/Annuitant not later than the Owner/Annuitant’s Required Beginning Date (“RBD”), or distributions over the life of the Owner/Annuitant (or the Owner/Annuitant and his or her Beneficiary) must begin no later than the RBD. For more information see FEDERAL TAX ISSUES.

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. If you have a 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. However some states’ laws may require a different Annuity Date. Certain Qualified Contracts may require distributions 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 Contract Value, less any charges for premium taxes and/or other taxes, will be annuitized (if this net amount is at least $10,000) and the net amount from your Variable Account Value will be converted into a fixed dollar annuity.

Additionally:

·If you have a Non-Qualified Contract, your default Annuity Option will be Life with a ten year Period Certain.

·If you have a Qualified Contract, your default Annuity Option will be Life with a five year Period Certain or a shorter period certain as may be required by federal regulation. If you are married, different requirements may apply. Please contact your plan administrator for further information, if applicable.

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·If the net amount is less than $10,000, the entire amount will be distributed in one lump sum.

Choosing Your Annuity Option

You should carefully review the Annuity Options with a qualified tax advisor, and, for Qualified Contracts, reference should be made to the terms of the particular plan and the requirements of the Code for pertinent limitations regarding annuity payments, Required Minimum Distributions (“RMDs”), and other matters.

You may make 2 basic decisions about your annuity payments. First, you may choose the form of annuity payments (see Annuity Options below). Second, 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.

Fixed Payments

You will receive fixed annuity payments, there are no variable annuity payments available. Fixed annuity payments are based on a fixed rate and the Annuity 2000 Mortality Table with the ages set back 10 years. Each periodic annuity payment will be equal to the initial annuity payment, unless you select a Joint and Survivor Life annuity with reduced survivor payments when the Primary Annuitant dies. Any net amount you convert to fixed annuity payments will be held in our General Account.

Annuity Options

Four Annuity Options are currently available under the Contract, although additional options may become available in the future. For other Annuity Options available through optional riders, see the OPTIONAL LIVING BENEFIT RIDERS section.

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 from 5 through 30 years (in full years only). The guaranteed period may be limited on Qualified Contracts based on your life expectancy.

3.Joint and Survivor Life. Periodic payments are made to the designated payee during the lifetime of the Primary Annuitant. After the death of the Primary Annuitant, periodic payments will continue to be made during the lifetime of the secondary Annuitant named in the election. You may choose to have the payments during the lifetime of the surviving secondary Annuitant equal 50%, 66 2/3% or 100% of the original amount payable 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. Payments stop when both Annuitants have died.

4.Period Certain Only. Periodic payments are made to the designated payee, guaranteed for a specified period. You may choose to have payments guaranteed from 10 through 30 years (in full years only). The guaranteed period may be limited on Qualified Contracts based on your life expectancy.

Periodic payment amounts will differ based on the Annuity Option selected. Generally, the longer the possible payment period, the lower the payment amount.

If the Annuitant dies before the guaranteed payments under Annuity Options 2 and 4 are completed, we will pay the remainder of the guaranteed payments to the first person among the following who is (1) living; or (2) an entity or corporation entitled to receive the remainder of the guaranteed payments:

·the Owner;

·the Joint Owner;

·the Beneficiary; or

·the Contingent Beneficiary.

If none are living (or if there is no entity or corporation entitled to receive the remainder of the guaranteed payments), we will pay the remainder of the guaranteed payments to the Owner’s estate.

If the Owner dies on or after the Annuity Date, but payments have not yet been completed, then distributions of the remaining amounts payable under the Contract must be made at least as rapidly as the method of distribution that was being used at the date of the Owner’s death. All of the Owner’s rights granted by the Contract will be assumed by the first among the following who is (1) living; or (2) an entity or corporation entitled to assume the Owner’s rights granted by the Contract:

· the Joint Owner;

·the Beneficiary; or

·the Contingent Beneficiary.

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If none are living (or if there is no entity or corporation entitled to assume the Owner’s rights granted by the Contract), all of the Owner’s rights granted by the Contract will be assumed by the Owner’s estate.

For Qualified Contracts, please refer to the Choosing Your Annuity Date section in this Prospectus. 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.

Your Annuity Payments

Payment Frequency

You may choose to have annuity payments made monthly, quarterly, semi-annually, or annually.

Your initial annuity payment must be at least $250. Depending on the amount you annuitize, this requirement may limit your options regarding the period and/or frequency of annuity payments. If the initial annuity payment will be less than $250, we may terminate the Contract and pay you the Contract Value.

Payment Amount

Your Contract contains tables that we use to determine the amount of your annuity payments, taking into consideration the annuitized portion of your 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).

The guaranteed income factors in our tables are based on an annual interest rate of 1.5% and the Annuity 2000 Mortality Table with the ages set back 10 years. 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.

DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS

Death Benefits

Death benefit proceeds may be payable before the Annuity Date on proof of the sole surviving Annuitant’s death or of any Contract Owner while the Contract is in force. Any death benefit payable will be calculated on the “Notice Date”, which is the day on which we receive, In Proper Form, proof of death and instructions regarding payment of death benefit proceeds. If a Contract has multiple Beneficiaries, death benefit proceeds will be calculated when we first receive proof of death and instructions, In Proper Form, from any Beneficiary. The death benefit proceeds still remaining to be paid to other Beneficiaries will fluctuate with the performance of the underlying Investment Options.

Death Benefit Proceeds

Death benefit proceeds will be payable on the Notice Date. Such proceeds will be reduced by any charge for premium taxes and/or other taxes. The death benefit proceeds may be payable in a single sum, as an Annuity Option available under the Contract, towards the purchase of any other Annuity Option we then offer, or in any other manner permitted by the Internal Revenue Service (IRS) and approved by us. The Owner’s spouse may continue the Contract (see Death Benefits – Spousal Continuation). 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 advisor before making a death benefit election.

The death benefit proceeds will be paid to the first among the following who is (1) living; or (2) an entity or corporation entitled to receive the death benefit proceeds, in the following order:

·Owner,

·Joint Owner,

·Beneficiary, or

·Contingent Beneficiary.

If none are living (or if there is no entity or corporation entitled to receive the death benefit proceeds), the proceeds will be payable to the Owner’s Estate.

Death Benefit Amount

The Death Benefit Amount as of any Business Day before the Annuity Date is equal to the Contract Value as of that Business Day. We calculate the Death Benefit Amount as of the Notice Date and the death benefit will be paid in accordance with the Death Benefit Proceeds section above.

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Spousal Continuation

Generally, 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. The spousal continuation election must be made by the fifth anniversary of the death of the Contract Owner for Non-Qualified Contracts, or by December 31 of the calendar year in which the fifth anniversary of the Contract Owner’s death falls for Qualified Contracts. On the Notice Date, if the surviving spouse is deemed to have continued the Contract, we will set the Contract Value equal to the death benefit proceeds that would have been payable to the spouse as the deemed Beneficiary/designated recipient of the death benefit proceeds.

A Joint Owner who is the designated recipient, but not the Owner’s spouse, may not continue the Contract. Under IRS Guidelines, once a surviving spouse continues the Contract, the Contract may not be continued again in the event the surviving spouse remarries. If you have purchased an optional living benefit Rider, please refer to the Rider attached to your Contract to determine how any guaranteed amounts may be affected when a surviving spouse continues the Contract.

If the optional Return of Purchase Payments or Stepped-Up Death Benefit is purchased. An Add-In Amount may be added to the death benefit proceeds if the surviving spouse continues the Contract. This “Add-In Amount” is the difference between the Contract Value and the death benefit proceeds that would have been payable. The Add-In Amount will be added to the Contract Value on the Notice Date. There will not be an adjustment to the Contract Value if the Contract Value is equal to or greater than the death benefit proceeds as of the Notice Date. The Add-In Amount will be allocated among Investment Options in accordance with the current allocation instructions for the Contract and may be, under certain circumstances, considered earnings. The Add-In Amount is not treated as a new Purchase Payment.

Example: On the Notice Date, the Owner’s surviving spouse elects to continue the Contract. On that date, the death benefit proceeds were $100,000 and the Contract Value was $85,000. Since the surviving spouse elected to continue the Contract in lieu of receiving the death benefit proceeds, we will increase the Contract Value by an Add-In Amount of $15,000 ($100,000 - $85,000 = $15,000). If the Contract Value on the Notice Date was $100,000 or higher, then nothing would be added to the Contract Value.

The continuing spouse is subject to the same fees, charges and expenses applicable to the deceased Owner of the Contract.

Death of Annuitant

If a sole surviving Annuitant dies before the Annuity Date, the amount of the death benefit will be equal to the Death Benefit Amount as of the Notice Date and will be paid in accordance with the Death Benefit Proceeds section.

If there is more than one Annuitant and an Annuitant who is not an Owner dies, no death benefit proceeds will be payable (unless owned by a Non-Natural Owner). The designated sole Annuitant will then be the first living person in the following order:

·a surviving Joint Annuitant, or

·a surviving Contingent Annuitant.

Death of Owner

If an Owner dies before the sole surviving Annuitant and before the Annuity Date, the amount of the death benefit will be equal to the Death Benefit Amount as of the Notice Date and will be paid in accordance with the Death Benefit Proceeds section and in accordance with the federal income tax distribution at death rules discussed in the FEDERAL TAX ISSUES section.

Non-Natural Owner

If you are a Non-Natural Owner of a Contract other than a Contract issued under a Qualified Plan as defined in Section 401 of the Code, the Primary Annuitant will be treated as the Owner of the Contract for purposes of the Non-Qualified Contract Distribution Rules. If there are Joint or Contingent Annuitants, the death benefit proceeds will be payable on proof of death of the first annuitant. 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 (however, under the terms of your Contract, you cannot change the Primary Annuitant). The Death Benefit Amount will be: (a) the Contract Value, if the Non-Natural 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 charge for premium taxes and/or other taxes, if the Non-Natural Owner elects a cash distribution and will be paid in accordance with the Death Benefits Proceeds section and in accordance with the federal income tax distribution at death rules discussed in the FEDERAL TAX ISSUES section.

Non-Qualified Contract Distribution Rules

The Contract is intended to comply with 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. If an Owner of a Non-Qualified Contract dies before the Annuity Date, distribution of the death benefit proceeds must begin within 1 year after the Owner’s death or complete distribution within 5 years after the Owner’s death. In order to satisfy this requirement, the designated recipient must receive a final lump sum payment by the 5th anniversary of the Contract Owner’s death, 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 1 year after the Owner’s death or, if permitted by the IRS, elect to receive a systematic distribution over a period not exceeding the beneficiary’s life

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expectancy using a method that would be acceptable for purposes of calculating the minimum distribution required under section 401(a)(9) of the Code. If an election to receive an annuity is not made within 60 calendar days of our receipt of proof, In Proper Form, of the Owner’s death or, if earlier, 60 calendar days (or shorter period as we permit) prior to the 1st anniversary of the Owner’s death, the option to receive annuity payments is no longer available. If a Non-Qualified Contract has Joint Owners, this requirement applies to the first Contract Owner to die.

The Owner may designate that the Beneficiary will receive death benefit proceeds through annuity payments for life or life with Period Certain. 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 a form acceptable to us. Once the Owner dies, the Beneficiary cannot revoke or modify the Owner’s designation.

Qualified Contract Distribution Rules

Under IRS regulations and our administrative procedures, if the Contract is owned under a Qualified Plan as defined in Sections 401, 457(b), 408, or 408A of the Code and the Annuitant dies before the Required Beginning Date, the payment of any death benefit proceeds must be made to the designated recipient in accordance with one of two rules. One rule generally requires the death benefit proceeds to commence distribution by December 31 of the calendar year following the calendar year of the Annuitant’s death and continue over the life of his or her Beneficiary (the “life expectancy method”). The second rule requires distribution of the entire death benefit proceeds no later than December 31 of the calendar year in which the 5th anniversary of the Annuitant’s death falls (the “five-year rule”), and is only available on Contracts where the Annuitant dies before their RMDs have begun.

However, the life expectancy method and the five-year rule are modified if the sole primary Beneficiary is a surviving spouse. If the surviving spouse elects not to do an eligible rollover to an IRA or another existing eligible plan 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. If the surviving spouse elects to defer the commencement of required distributions beyond the 1st anniversary of the Annuitant’s death, the surviving spouse may defer required distributions until the later of:

·December 31 of the year following the year the Annuitant died, or

·December 31 of the year in which the deceased Annuitant would have turned 70½.

You are responsible for monitoring distributions that must be taken to meet IRS guidelines.

If the Annuitant dies after the commencement of RMDs (except in the case of a Roth IRA when RMDs do not apply) 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.

Return of Purchase Payments Death Benefit

This optional Rider allows you to have your Death Benefit Amount, as of the Notice Date, be the greater of the Contract Value or the Total Adjusted Purchase Payments. The Notice Date is the day on which we receive, In Proper Form, proof of death and instructions regarding payment of any death benefit proceeds. An Owner change may only be elected if the age of any new Owner is 75 years or younger on the effective date of the Owner change (see the Owner Change subsection below).

Purchasing the Rider

You may purchase this optional Rider at the time your application is completed and before your Contract is issued. You may not purchase this Rider after the Contract Date. This Rider may only be purchased if the age of each Owner and Annuitant is 75 or younger on the Contract Date. If this Rider is purchased, you may not purchase any Guaranteed Minimum Withdrawal Benefit Rider (Single or Joint).

Rider Terms

Total Adjusted Purchase Payments – The sum of all Purchase Payments made to the Contract, reduced by a Pro Rata Reduction for each prior withdrawal. This amount may be adjusted if there is an Owner change.

Pro Rata Reduction – The reduction percentage that is calculated at the time of the withdrawal by dividing the amount of each withdrawal by the Contract Value immediately prior to the withdrawal. The reduction made, when the Contract Value is less than the sum of all Purchase Payments made into the Contract, may be greater than the actual amount withdrawn.

How the Rider Works

If you purchase this Rider at the time your application is completed, upon the death of the sole surviving Annuitant (first Annuitant for Non-Natural Owners), or the death of any Contract Owner, prior to the Annuity Date, the death benefit proceeds will be equal to the greater of (a) or (b) below:

(a)the Contract Value as of the Notice Date.

(b)Total Adjusted Purchase Payments as of the Notice Date.

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Owner Change

If there is an Owner change to someone other than the previous Owner’s spouse, to a Trust or non-natural entity where the Owner and Annuitant are not the same person prior to the Owner change, or if an Owner is added that is not the Owner’s spouse, the Total Adjusted Purchase Payments will be reset to equal the lesser of:

·the Contract Value as of the effective date of the Owner change (“Change Date”), or

·Total Adjusted Purchase Payments as of the Change Date.

After the Change Date, the Total Adjusted Purchase Payments will be increased by any Purchase Payments made after the Change Date and will be reduced by any Pro Rata Reduction for any withdrawals made after the Change Date. An Owner change to a Trust or non-natural entity where the Owner and the Annuitant are the same person prior to the Owner change will not trigger a reset.

Any death benefit paid under this Rider will be paid in accordance with the Death Benefit Proceeds subsection.

See APPENDIX C: RETURN OF PURCHASE PAYMENTS DEATH BENEFIT AND STEPPED-UP DEATH BENEFIT SAMPLE CALCULATIONS.

Termination

The Rider will remain in effect until the earlier of:

·the date a full withdrawal of the amount available for withdrawal is made under the Contract,

·the date death benefit proceeds become payable under the Contract (except where the spouse of the deceased Owner continues the Contract, see DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS – Spousal Continuation),

·the date the Contract is terminated in accordance with the provisions of the Contract, or

·the Annuity Date.

The Rider may not otherwise be cancelled.

Stepped-Up Death Benefit

This optional Rider offers you the ability to lock in market gains for your beneficiaries with a stepped-up death benefit, which is the highest Contract Value on any previous Contract Anniversary (prior to the oldest Owner’s or Annuitant’s 81^st birthday) increased by the amount of additional Purchase Payments and decreased by withdrawals that you make. An Owner change may only be elected if the age of any new Owner is 75 years or younger on the effective date of the Owner change (see the Owner Change subsection below).

Purchasing the Rider

You may purchase this optional Rider at the time your application is completed and before your Contract is issued. You may not purchase this Rider after the Contract Date. This Rider may only be purchased if the age of each Owner and Annuitant is 75 or younger on the Contract Date. If this Rider is purchased, you may not purchase any Guaranteed Minimum Withdrawal Benefit Rider (Single or Joint).

Rider Terms

Death Benefit Amount – As of any Business Day prior to the Annuity Date, the Death Benefit Amount is equal to the greater of:

(a) the Contract Value as of that day, or

(b) Total Adjusted Purchase Payments.

Total Adjusted Purchase Payments – The sum of all Purchase Payments made to the Contract, reduced by a Pro Rata Reduction for each prior withdrawal. This amount may be adjusted if there is an Owner change.

Pro Rata Reduction – The reduction percentage that is calculated at the time of the withdrawal by dividing the amount of each withdrawal by the Contract Value immediately prior to the withdrawal. The reduction made, when the Contract Value is less than the sum of all Purchase Payments made into the Contract, may be greater than the actual amount withdrawn.

How the Rider Works

If you purchase this Rider at the time your application is completed, upon the death of the sole surviving Annuitant (first Annuitant for Non-Natural Owners), or the death of any Contract Owner, prior to the Annuity Date, the death benefit proceeds will be equal to the greater of (a) or (b) below:

(a)the Death Benefit Amount as of the Notice Date.

(b)the Guaranteed Minimum Death Benefit Amount as of the Notice Date.

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The actual Guaranteed Minimum Death Benefit Amount is calculated only when death benefit proceeds become payable as a result of the death of the sole surviving Annuitant (first Annuitant for Non-Natural Owners), or the death of any Contract Owner 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 before death benefit proceeds become payable and before the oldest Owner or Annuitant reaches his or her 81^st birthday (each of these Contract Anniversaries is a “Milestone Date”).

We then adjust the Death Benefit Amount for each Milestone Date by:

·adding the aggregate amount of any Purchase Payments received by us since the Milestone Date, and

·subtracting a Pro Rata Reduction for each withdrawal that has occurred since that Milestone Date. The reduction made, when the Contract Value is less than aggregate Purchase Payments made into the Contract, may be greater than the actual amount withdrawn.

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 this Rider. Calculation of any actual Guaranteed Minimum Death Benefit Amount is only made once death benefit proceeds become payable under your Contract.

Owner Change

If there is an Owner change to someone other than the previous Owner’s spouse, to a Trust or non-natural entity where the Owner and Annuitant are not the same person prior to the Owner change, or if an Owner is added that is not the Owner’s spouse, the Total Adjusted Purchase Payments will be reset to equal the lesser of:

·the Contract Value as of the effective date of the Owner change (“Change Date”), or

·Total Adjusted Purchase Payments as of the Change Date.

After the Change Date, the Total Adjusted Purchase Payments will be increased by any Purchase Payments made after the Change Date and will be reduced by any Pro Rata Reduction for any withdrawals made after the Change Date. An Owner change to a Trust or non-natural entity where the Owner and the Annuitant are the same person prior to the Owner change will not trigger a reset.

We calculate what the Death Benefit Amount would have been on each Contract Anniversary that occurs after the Change Date (before death benefit proceeds become payable) and before the oldest Owner or Annuitant reaches his or her 81^st birthday (each of these Contract Anniversaries is a “Milestone Date”).

We then adjust the Death Benefit Amount for each Milestone Date by:

·adding the aggregate amount of Purchase Payments received by us since that Milestone Date, and

·subtracting a Pro Rata Reduction for each withdrawal that has occurred since that Milestone Date.

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 this Rider. Calculation of any actual Guaranteed Minimum Death Benefit Amount is only made once death benefit proceeds become payable under your Contract.

Any death benefit paid under this Rider will be paid in accordance with the Death Benefit Proceeds subsection.

See APPENDIX C: RETURN OF PURCHASE PAYMENTS DEATH BENEFIT AND STEPPED-UP DEATH BENEFIT SAMPLE CALCULATIONS.

Death of Annuitant

If the sole surviving Annuitant dies:

·before the Owner,

·before the first Milestone Date, and

·before the Annuity Date,

the death benefit payable will be equal to the Death Benefit Amount (as defined in this Rider) as of the Notice Date.

If the sole surviving Annuitant dies:

·before the Owner,

·after the first Milestone Date, and

·before the Annuity Date,

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the death benefit payable will be equal to the greater of the Death Benefit Amount (as defined in this Rider) and the Guaranteed Minimum Death Benefit Amount as of the Notice Date.

Death of Owner

If the Owner dies:

·before the sole surviving Annuitant,

·before the first Milestone Date, and

·before the Annuity Date,

the death benefit payable will be equal to the Death Benefit Amount (as defined in this Rider) as of the Notice Date.

If the Owner dies:

·before the sole surviving Annuitant,

·after the first Milestone Date, and

·before the Annuity Date,

the death benefit payable will be equal to the greater of the Death Benefit Amount (as defined in this Rider) and the Guaranteed Minimum Death Benefit Amount as of the Notice Date.

Termination

The Rider will remain in effect until the earlier of:

·the date a full withdrawal of the amount available for withdrawal is made under the Contract,

·the date death benefit proceeds become payable under the Contract (except where the spouse of the deceased Owner continues the Contract, see DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS – Spousal Continuation),

·the date the Contract is terminated in accordance with the provisions of the Contract, or

·the Annuity Date.

The Rider may not otherwise be cancelled.

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 Annuitants are living and your Contract is in force. You may surrender your Contract and make a full withdrawal at any time after the right to cancel period. If you surrender your Contract it will be terminated as of the Effective Date of the withdrawal. Beginning 30 calendar days after your Contract Date, you also may make partial withdrawals from your Investment Options at any time. Currently, we are not requiring the 30-day waiting period on partial withdrawals, but we reserve the right to require a 30-day waiting period on partial withdrawals in the future. We will provide you at least 30 calendar days prior notice before we implement the 30-day waiting period on partial withdrawals. You may request to withdraw a specific dollar amount or a specific percentage of an Account Value or your 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. Pre-authorized partial withdrawals must be at least $250, except for pre-authorized withdrawals distributed by Electronic Funds Transfer (EFT), which must be at least $100. If your partial withdrawal from an Investment Option would leave a remaining Account Value in that Investment Option of less than $500, we also reserve 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 Contract Value of less than $1,000, or if your partial withdrawal request is for an amount exceeding the amount available for withdrawal, as described in the Amount Available for Withdrawal section below, we have the right, at our option, to terminate your Contract and send you the withdrawal proceeds. However, we will not terminate your Contract if a partial withdrawal reduces the Contract Value to an amount less than $1,000 and there is an optional withdrawal benefit rider in effect.

Amount Available for Withdrawal

The amount available for withdrawal is your Contract Value at the end of the Business Day on which your withdrawal request is effective, less any applicable optional Rider Charges, and any 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 ISSUES. If you own optional Riders, taking a withdrawal before a certain age or a withdrawal that is greater than

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the allowed annual withdrawal amount under a Rider, may result in adverse consequences such as a reduction in Rider benefits or the failure to receive lifetime withdrawals under the Rider.

You assume investment risk on Purchase Payments 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.

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, semi-annual or annual withdrawals. Currently, we are not enforcing the minimum Contract Value amount but we reserve the right to enforce the minimum amount in the future. We will provide at least a 30 calendar day prior notice before we enforce the minimum Contract Value amount. Each withdrawal must be for at least $250, except for withdrawals distributed by Electronic Funds Transfer (EFT), which must be at least $100. Each pre-authorized withdrawal is subject to federal income tax on its taxable portion and may be subject to a tax penalty of 10% if you have not reached age 59½. Pre-authorized withdrawals cannot be used to continue the Contract beyond the Annuity Date. See FEDERAL TAX ISSUES and THE GENERAL ACCOUNT. Additional information and options are set forth in the SAI. If you have a guaranteed minimum withdrawal benefit rider in effect, pre-authorized withdrawals cannot take place on your Contract Anniversary.

Special Requirements for Withdrawals and Payments to Third Party Payees

Withdrawals may not be directed to individual third party payees. If you wish to have a full or partial withdrawal check made payable to a third-party payee that is a financial institution, trust, or charity, you must provide complete instructions and the request may require an original signature and/or signature guarantee.

Special Restrictions Under Qualified Plans

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) except in cases of your:

·severance from employment,

·death,

·disability as defined in Section 72(m)(7) of the Code,

·distributions upon termination of a Qualified Plan,

·reaching age 59½, or

·hardship as defined for purposes of Section 401 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.

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, or 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 tax penalty of 10% 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 ISSUES. Distributions may also trigger withholding for state income taxes. The tax and ERISA rules relating to withdrawals from Contracts issued to Qualified Plans are complex. We are not the administrator of any Qualified Plan. You should consult your qualified tax advisor and/or your Plan Administrator before you withdraw any portion of your Contract Value.

Effective Date of Withdrawal Requests

Withdrawal requests we receive before the close of the New York Stock Exchange, which usually closes at 4:00 p.m. Eastern time, will be effective at the end of the same Business Day that we receive them In Proper Form unless the transaction or event is scheduled to occur on another Business Day. If you make Purchase Payments by check and submit a withdrawal request immediately afterwards, payment of your withdrawal proceeds may be delayed until we receive confirmation in our Annuities administrative office that your check has cleared.

Tax Consequences of Withdrawals

All withdrawals, including pre-authorized withdrawals, will generally have federal income tax consequences, which could include tax penalties. You should consult with a qualified tax advisor before making any withdrawal or selecting the pre-authorized withdrawal option. See FEDERAL TAX ISSUES.

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Right to Cancel (“Free Look”)

You may return your Contract for cancellation and a refund during your Free Look period. Your Free Look period is usually the 10-calendar day period beginning on the calendar day you receive your Contract, but may vary if required by state law or if you are replacing another annuity contract or life insurance policy. The amount of your refund may be more or less than the Purchase Payments you have made. If you return your Contract and it is post-marked during the Free Look period, it will be cancelled as of the date we receive your Contract In Proper Form. In most states, you will then receive a refund of your Contract Value, based upon the next determined Accumulated Unit Value (AUV) after we receive your Contract for cancellation, plus a refund of any amount that may have been deducted as Contract fees and charges, and minus any additional amount credited as described in CHARGES, FEES AND DEDUCTIONS – Waivers and Reduced Charges. You bear the investment risk on any additional amount credited. Your refund amount may be subject to income tax consequences, which include tax penalties. You should consult with a qualified tax advisor before cancelling your Contract for a refund.

In some states we are required to refund your Purchase Payments. If your Contract was issued in such a state and you cancel your Contract during the Free Look period, we will return the greater of your Purchase Payments (less any withdrawals made) or the Contract Value. In addition, if your Contract was issued as an IRA and you return your Contract within 7 calendar days after you receive it, we will return the greater of your Purchase Payments (less any withdrawals made) or the Contract Value.

Your Purchase Payments are allocated to the Investment Options you indicated on your application, unless otherwise required by state law. If state law requires that your Purchase Payments must be allocated to Investment Options different than you requested, we will comply with state requirements. At the end of the Free Look period, we will allocate your Purchase Payments based on your allocation instructions.

See ADDITIONAL INFORMATION – State Considerations.

For replacement business, the Free Look period may be extended and the amount returned (Purchase Payment versus Contract Value) may be different than for non-replacement business. Please consult with your Schwab investment professional if you have any questions regarding your state’s Free Look period and the amount of any refund.

You will 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.

If your Contract is issued in exchange for another annuity contract or a life insurance policy, our administrative procedures may vary, depending on the state in which your Contract is issued.

OPTIONAL LIVING BENEFIT RIDERS

General Information

Optional Riders are subject to availability (including state availability) and may be discontinued for purchase at anytime without prior notice. Before purchasing any optional Rider, make sure you understand all of the terms and conditions and consult with your Schwab investment professional for advice on whether an optional Rider is appropriate for you. Any guarantees provided through optional riders are backed by the financial strength and claims-paying ability of Pacific Life. You must look to the strength of the insurance company with regard to such guarantees. Schwab is not responsible for any optional Rider guarantees.

Living benefit riders available through this Contract, for an additional cost, are categorized as guaranteed minimum withdrawal benefit riders. The following is a list (which may change from time to time) of riders currently available:

Guaranteed Minimum Withdrawal Benefit

·Guaranteed Lifetime Withdrawal Benefit (Single)

·Guaranteed Lifetime Withdrawal Benefit (Joint)

The guaranteed minimum withdrawal benefit riders focus on providing an income stream for life through withdrawals during the accumulation phase, if certain conditions are met. The riders have the same basic structure with differences in the percentage that may be withdrawn each year, how long the withdrawals may last (for example, for a single life or for joint lives), and what age lifetime withdrawals may begin, if applicable. The riders also offer the potential to lock in market gains on each Contract Anniversary which may increase the annual amount you may withdraw each year under the rider. The riders provide an income stream regardless of market performance, even if your Contract Value is reduced to zero.

You can find complete information about each optional rider and its key features and benefits below.

You may purchase an optional Rider at anytime (if available). Your election to purchase an optional Rider must be received In Proper Form. If an optional death benefit rider is purchased, you may not purchase a Guaranteed Minimum Withdrawal Benefit (Single or Joint).

Distributions made due to a request for partial annuitization, divorce instructions or under Code Section 72(t)/72(q) (substantially equal periodic payments) are treated as withdrawals for Contract purposes and may adversely affect Rider benefits.

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Taking a withdrawal before a certain age or a withdrawal that is greater than the annual withdrawal amount (“excess withdrawal”) under a particular Rider may result in adverse consequences such as a permanent reduction in Rider benefits or the failure to receive lifetime withdrawals under a Rider.

Schwab may limit you from purchasing some optional Riders based upon your age or other factors. You should work with your Schwab investment professional to decide whether an optional Rider is appropriate for you.

Work with your Schwab investment professional to review the different riders available for purchase, how they function, how the riders differ from one another, and to understand all of the terms and conditions of an optional rider prior to purchase.

Investment Allocation Requirements

At initial purchase of an optional living benefit rider and during the entire time that you own an optional living benefit Rider, you must allocate your entire Contract Value to an asset allocation program or Investment Options we make available for these Riders. You may allocate your Contract Value 100% among allowable Investment Options. Currently, the allowable Investment Options are as follows:

Allowable Investment Options

Schwab VIT Balanced Portfolio

Schwab VIT Balanced with Growth Portfolio

Schwab VIT Growth Portfolio

You may transfer your entire Contract Value between allowable Investment Options, subject to certain transfer limitations. See HOW YOUR PURCHASE PAYMENTS ARE ALLOCATED – Transfers and Market-timing Restrictions. Keep in mind that you must allocate your entire Contract Value among the allowable Investment Options. If you do not allocate your entire Purchase Payment or Contract Value according to the requirements above, your Rider will terminate.

Allowable Investment Options. You may allocate your entire Contract Value among any of the allowable Investment Options listed in the table above.

By adding an optional living benefit Rider to your Contract, you agree to the above referenced investment allocation requirements for the entire period that you own a Rider. These requirements may limit the number of Investment Options that are otherwise available to you under your Contract. We reserve the right to add, remove or change allowable asset allocation programs or allowable Investment Options at any time. We may make such a change due to a fund reorganization, fund substitution, to help protect our ability to provide the guarantees under these riders (for example, changes in an underlying portfolio’s investment objective and principal investment strategies, or changes in general market conditions), or otherwise. Generally, a change to an existing allowable Investment Option will not require you to reallocate or transfer the total amount of Contract Value allocated to an affected Investment Option, except when an underlying portfolio is liquidated by a determination of its Board of Directors or by a fund substitution. If a change is required that will result in a reallocation or transfer of an existing Investment Option, we will provide you with reasonable notice (generally 90 calendar days) prior to the effective date of such change to allow you to reallocate your Contract Value to maintain your rider benefits. If you do not reallocate your Contract Value your rider will terminate.

We will send you written notice in the event any transaction made by you will involuntarily cause the Rider to terminate for failure to invest according to the investment allocation requirements. However, you will have 10 Business Days starting from the date of our written notice (“10 day period”), to instruct us to take appropriate corrective action to continue participation in an allowable asset allocation program or allowable Investment Options to continue the Rider. If you take appropriate corrective action and continue the Rider, the Rider benefits and features available immediately before the terminating event will remain in effect.

Asset allocation does not guarantee future results, ensure a profit, or protect against losses. The investment allocation requirements may reduce overall volatility in investment performance, may reduce investment returns, and may reduce the likelihood that we will be required to make payments under the optional living benefit riders. The reduction in volatility permits us to more effectively provide the guarantees under the Contract.

Multiple Rider Ownership

Only one guaranteed minimum withdrawal benefit rider may be owned or in effect at the same time.

Withdrawal Benefit Rider Exchanges

Subject to availability, you may elect to exchange between Guaranteed Lifetime Withdrawal Benefit (Single) or (Joint) on any Contract Anniversary.

When you elect an exchange, you are terminating your existing Rider and purchasing a new Rider. The Initial Protected Payment Base under the new Rider will be equal to the Contract Value on that Contract Anniversary. Generally, if your Contract Value is lower than the Protected Payment Base under your existing Rider, your election to exchange from one rider to another may result in a reduction in the Protected Payment Base, and Protected Payment Amount. In other words, your existing protected balances will not carryover to the new Rider. If you elect an exchange, you will be subject to the charge and

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the terms and conditions for the new Rider in effect at the time of the exchange. Only one exchange may be elected each Contract Year. Work with your Schwab investment professional prior to electing an exchange.

Guaranteed Lifetime Withdrawal Benefit (Single)

(This Rider is called the Guaranteed Lifetime Withdrawal Benefit IX Rider – Single Life in the Contract’s Rider)

Purchasing the Rider

You may purchase this optional Rider if the age of each Annuitant is 85 years or younger on the date of purchase, the Contract is not issued as an Inherited IRA or Inherited Roth IRA and you allocate your entire Contract Value according to the Investment Allocation Requirements. You may not purchase this Rider if you have an optional death benefit rider in effect.

Rider Terms

Annual RMD Amount – The amount required to be distributed each Calendar Year for purposes of satisfying the minimum distribution requirements of Code Section 401(a)(9) (“Section 401(a)(9)”) and related Treasury Regulations in effect as of the Rider Effective Date.

Early Withdrawal – Any withdrawal that occurs before the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California or Connecticut) is 65 (59½ if the Rider Effective Date is before October 1, 2013) years of age.

Excess Withdrawal – Any withdrawal (except an RMD Withdrawal) that occurs after the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California or Connecticut) is age 65 (59½ if the Rider Effective Date is before October 1, 2013) or older and exceeds the Protected Payment Amount.

Protected Payment Amount – The maximum amount that can be withdrawn under this Rider without reducing the Protected Payment Base. If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California or Connecticut) is 65 (59½ if the Rider Effective Date is before October 1, 2013) years of age or older, the Protected Payment Amount is equal to 5% of the Protected Payment Base, less cumulative withdrawals during that Contract Year and will be reset on each Contract Anniversary to 5% of the Protected Payment Base computed on that date. If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California or Connecticut) is younger than 65 (59½ if the Rider Effective Date is before October 1, 2013) years of age, the Protected Payment Amount is equal to zero (0); however, once the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California or Connecticut) reaches age 65 (59½ if the Rider Effective Date is before October 1, 2013), the Protected Payment Amount will equal 5% of the Protected Payment Base and will be reset each Contract Anniversary. The initial Protected Payment Amount will depend upon the age of the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California or Connecticut).

Protected Payment Base – An amount used to determine the Protected Payment Amount. The Protected Payment Base will remain unchanged except as otherwise described under the provisions of this Rider. On the Rider Effective Date, the Protected Payment Base is equal to the initial Purchase Payment if purchased at Contract issue or, if purchased after Contract issue, the Contract Value as of the Rider Effective Date.

Reset Date – Any Contract Anniversary after the Rider Effective Date on which an Automatic Reset occurs.

Rider Effective Date – The date the guarantees and charges for the Rider become effective.

You will find information about an RMD Withdrawal in the Required Minimum Distributions subsection and information about Automatic Resets in the Reset of Protected Payment Base subsection below.

How the Rider Works

Beginning at age 65 (59½ if the Rider Effective Date is before October 1, 2013), this Rider guarantees you can withdraw up to the Protected Payment Amount, regardless of market performance, until the Rider terminates. On each Contract Anniversary, the Rider provides for Automatic Annual Resets of the Protected Payment Base to an amount equal to 100% of the Contract Value if the Protected Payment Base is less than the Contract Value on that Contract Anniversary. Once the Rider is purchased, you cannot request a termination of the Rider (see the Termination subsection of this Rider for more information).

If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California or Connecticut) is 65 (59½ if the Rider Effective Date is before October 1, 2013) years of age or older, the Protected Payment Amount is 5% of the Protected Payment Base. If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California or Connecticut) is younger than 65 (59½ if the Rider Effective Date is before October 1, 2013) years of age, the Protected Payment Amount is zero (0).

The Protected Payment Base may change over time. An Automatic Reset will increase the Protected Payment Base depending on the Contract Value on the Reset Date. A withdrawal that is less than or equal to the Protected Payment Amount will not change the Protected Payment Base. If a withdrawal is greater than the Protected Payment Amount and the Contract Value (less the Protected Payment Amount) is lower than the Protected Payment Base at the time of withdrawal, the Protected Payment Base will be reduced by

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an amount that is greater than the excess amount withdrawn. For withdrawals that are greater than the Protected Payment Amount, see the Withdrawal of Protected Payment Amount subsection.

Amounts withdrawn under this Rider will reduce the Contract Value by the amount withdrawn and will be subject to the same conditions, limitations, restrictions and all other fees, charges and deductions, if applicable, as withdrawals otherwise made under the provisions of the Contract. Withdrawals under this Rider are not annuity payouts. Annuity payouts generally receive a more favorable tax treatment than other withdrawals.

If your Contract is a Qualified Contract, including an IRA Contract, you are subject to restrictions on withdrawals you may take prior to a triggering event (e.g. reaching age 59½, separation from service, disability) and you should consult your tax or legal advisor prior to purchasing this optional guarantee, the primary benefit of which is guaranteeing withdrawals. For additional information regarding withdrawals and triggering events, see FEDERAL TAX ISSUES – IRAs and Qualified Plans.

Withdrawal of Protected Payment Amount

When the oldest Owner (youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California or Connecticut) is 65 (59½ if the Rider Effective Date is before October 1, 2013) years of age or older, you may withdraw up to the Protected Payment Amount each Contract Year, regardless of market performance, until the Rider terminates. The Protected Payment Amount will be reduced by the amount withdrawn during the Contract Year and will be reset each Contract Anniversary to 5% of the Protected Payment Base. Any portion of the Protected Payment Amount not withdrawn during a Contract Year may not be carried over to the next Contract Year. If a withdrawal does not exceed the Protected Payment Amount immediately prior to that withdrawal, the Protected Payment Base will remain unchanged.

Withdrawals Exceeding the Protected Payment Amount. If a withdrawal (except an RMD Withdrawal) exceeds the Protected Payment Amount immediately prior to that withdrawal, we will (immediately following the withdrawal) reduce the Protected Payment Base on a proportionate basis for the amount in excess of the Protected Payment Amount. (See example 4 in APPENDIX A for a numerical example of the adjustments to the Protected Payment Base as a result of an Excess Withdrawal.) If a withdrawal is greater than the Protected Payment Amount and the Contract Value (less the Protected Payment Amount) is lower than the Protected Payment Base, the Protected Payment Base will be reduced by an amount that is greater than the excess amount withdrawn.

The amount available for withdrawal under the Contract must be sufficient to support any withdrawal that would otherwise exceed the Protected Payment Amount.

For information regarding taxation of withdrawals, see FEDERAL TAX ISSUES.

Early Withdrawal

If an Early Withdrawal occurs, we will (immediately following the Early Withdrawal) reduce the Protected Payment Base either on a proportionate basis or by the total withdrawal amount, whichever results in a lower Protected Payment Base. See example 5 in APPENDIX A for a numerical example of the adjustments to the Protected Payment Base as a result of an Early Withdrawal.

Required Minimum Distributions

No adjustment will be made to the Protected Payment Base as a result of a withdrawal that exceeds the Protected Payment Amount immediately prior to the withdrawal, provided:

·such withdrawal (an “RMD Withdrawal”) is for purposes of satisfying the minimum distribution requirements of Section 401(a)(9) and related Treasury Regulations in effect at that time,

·you have authorized us to calculate and make periodic distribution of the Annual RMD Amount for the Calendar Year required based on the payment frequency you have chosen, and

·the Annual RMD Amount is based on this Contract only.

See example 6 in APPENDIX A for numerical examples that describe what occurs when only withdrawals of the Annual RMD Amount are made during a Contract Year and when withdrawals of the Annual RMD Amount plus other non-RMD Withdrawals are made during a Contract Year.

See FEDERAL TAX ISSUES – Qualified Contracts – Required Minimum Distributions.

Depletion of Contract Value

If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California or Connecticut) is younger than age 65 (59½ if the Rider Effective Date is before October 1, 2013) when the Contract Value is zero (due to withdrawals, fees, market decline, or otherwise), the Rider will terminate.

If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California or Connecticut) is age 65 (59½ if the Rider Effective Date is before October 1, 2013) or older and the Contract Value was reduced to zero by a withdrawal that exceeds the Protected Payment Amount (excluding an RMD withdrawal), the Rider will terminate.

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If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California or Connecticut) is age 65 (59½ if the Rider Effective Date is before October 1, 2013) or older and the Contract Value was reduced to zero by a withdrawal (including an RMD Withdrawal) that did not exceed the Protected Payment Amount, the following will apply:

·the Protected Payment Amount will be paid each year until the date of death of an Owner or the date of death of the sole surviving Annuitant (first Annuitant in the case of a Non-Natural Owner),

·the Protected Payment Amount will be paid under a series of pre-authorized withdrawals under a payment frequency as elected by the Owner, but no less frequently than annually,

·no additional Purchase Payments will be accepted under the Contract, and

·the Contract will cease to provide any death benefit.

Reset of Protected Payment Base

On and after each Reset Date, the provisions of this Rider shall apply in the same manner as they applied when the Rider was originally issued. The limitations and restrictions on Purchase Payments and withdrawals, the deduction of Rider charges and any future reset options available on and after the Reset Date, will again apply and will be measured from that Reset Date. A reset occurs when the Protected Payment Base is changed to an amount equal to the Contract Value as of the Reset Date.

Automatic Reset. On each Contract Anniversary while this Rider is in effect and before the Annuity Date, we will automatically reset the Protected Payment Base to an amount equal to 100% of the Contract Value, if the Protected Payment Base is less than the Contract Value on that Contract Anniversary. The annual charge percentage may change as a result of any Automatic Reset (see CHARGES, FEES AND DEDUCTIONS – Optional Rider Charges).

Automatic Reset – Opt-Out Election. Within 60 calendar days after a Contract Anniversary on which an Automatic Reset is effective, you have the option to reinstate the Protected Payment Base, Protected Payment Amount and annual charge percentage to their respective amounts immediately before the Automatic Reset. Any future Automatic Resets will continue in accordance with the Automatic Reset paragraph above.

If you elect this option, your opt-out election must be received, In Proper Form, within the same 60 calendar day period after the Contract Anniversary on which the reset is effective.

Subsequent Purchase Payments

If we receive additional Purchase Payments after the Rider Effective Date, we will increase the Protected Payment Base by the amount of the Purchase Payments. However, for purposes of this Rider, we reserve the right to restrict additional Purchase Payments that result in a total of all Purchase Payments received after the 1st Contract Anniversary, measured from the Rider Effective Date, to exceed $100,000 without our prior approval.

Annuitization

If you annuitize the Contract at the maximum Annuity Date specified in your Contract and this Rider is still in effect at the time of your election and a Life Only fixed annuity option is chosen, the annuity payments will be equal to the greater of:

·the Life Only fixed annual payment amount based on the terms of your Contract, or

·the Protected Payment Amount in effect at the maximum Annuity Date.

If you annuitize the Contract at any time prior to the maximum Annuity Date specified in your Contract, your annuity payments will be determined in accordance with the terms of your Contract. The Protected Payment Base and Protected Payment Amount under this Rider will not be used in determining any annuity payments. Work with your Schwab investment professional to determine if you should annuitize your Contract before the maximum Annuity Date or stay in the accumulation phase and continue to take withdrawals under the Rider.

Continuation of Rider if Surviving Spouse Continues Contract

This Rider terminates upon the death of an Owner or sole surviving Annuitant. If the surviving spouse continues the Contract, the surviving spouse may re-purchase this Rider (if available). The existing protected balances will not carry over to the new Rider and will be based on the Contract Value at time of re-purchase.

The surviving spouse may elect to receive any death benefit proceeds instead of continuing the Contract (see DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS).

Termination

You cannot request a termination of the Rider. Except as otherwise provided below, the Rider will automatically terminate on the earliest of:

·the day any portion of the Contract Value is no longer allocated according to the Investment Allocation Requirements and no corrective action was taken, after written notice was provided, to comply with the requirements to continue the Rider,

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·the date of death of an Owner or the date of death of the sole surviving Annuitant,

·for Contracts with a Non-Natural Owner, the date of death of any Annuitant, including Primary and Joint Annuitants,

·the day the Contract is terminated in accordance with the provisions of the Contract,

·the day we are notified of a change in ownership of the Contract to a non-spouse Owner if the Contract is Non-Qualified (excluding changes in ownership to or from certain trusts or if this Rider is issued in California or Connecticut,

·The day the contingent Annuitant becomes the Annuitant (if this Rider is issued in California or Connecticut),

·the day you exchange this Rider for another withdrawal benefit Rider,

·the Annuity Date (see the Annuitization subsection for additional information),

·the day the Contract Value is reduced to zero as a result of a withdrawal (except an RMD Withdrawal) that exceeds the Protected Payment Amount, or

·the day the Contract Value is reduced to zero if the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner or if this Rider is issued in California or Connecticut) is younger than age 65 (59½ if the Rider Effective Date is before October 1, 2013).

See the Depletion of Contract Value subsection for situations where the Rider will not terminate when the Contract Value is reduced to zero.

Sample Calculations

Hypothetical sample calculations are in the attached APPENDIX A. The examples are based on certain hypothetical assumptions and are for example purposes only. These examples are not intended to serve as projections of future investment returns.

Guaranteed Lifetime Withdrawal Benefit (Joint)

(This Rider is called the Guaranteed Withdrawal Benefit IX Rider – Joint Life in the Contract’s Rider.)

Purchasing the Rider

(You may not purchase this Rider if you have an optional death benefit rider in effect.)

You may purchase this optional Rider if you meet the following eligibility requirements:

·the Contract is issued as:

·Non-Qualified Contract (this Rider is not available if the Owner is a trust or other entity), or

·Qualified Contract under Code Section 408(a), 408(k), 408A or 408(p), except for Inherited IRAs and Inherited Roth IRAs,

·both Designated Lives are 85 years or younger on the date of purchase,

·you allocate your entire Contract Value according to the Investment Allocation Requirements,

·the Contract must be structured so that upon the death of one Designated Life, the surviving Designated Life may retain or assume ownership of the Contract, and

·any Annuitant must be a Designated Life.

For purposes of meeting the eligibility requirements, Designated Lives must be any one of the following:

·a sole Owner with the Owner’s Spouse designated as the sole primary Beneficiary,

·Joint Owners, where the Owners are each other’s Spouses, or

·if the Contract is issued as a custodial owned IRA, the beneficial owner must be the Annuitant and the Annuitant’s Spouse must be designated as the sole primary Beneficiary under the Contract. The custodian, under a custodial owned IRA, for the benefit of the beneficial owner, may be designated as sole primary Beneficiary provided that the Spouse of the beneficial owner is the sole primary Beneficiary of the custodial account.

If this Rider is added after Contract issue, naming your Spouse as the Beneficiary to meet eligibility requirements will not be considered a change of Annuitant on the Contract.

Rider Terms

Annual RMD Amount – The amount required to be distributed each Calendar Year for purposes of satisfying the minimum distribution requirements of Code Section 401(a)(9) (“Section 401(a)(9)”) and related Treasury Regulations in effect as of the Rider Effective Date.

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Designated Lives (each a “Designated Life”) – Designated Lives must be natural persons who are each other’s spouses on the Rider Effective Date. Designated Lives will remain unchanged while this Rider is in effect.

To be eligible for lifetime benefits, the Designated Life must:

·be the Owner (or Annuitant, in the case of a custodial owned IRA), or

·remain the Spouse of the other Designated Life and be the first in line of succession, as determined under the Contract, for payment of any death benefit.

Early Withdrawal – Any withdrawal that occurs before the youngest Designated Life is 65 (59½ if the Rider Effective Date is before October 1, 2013) years of age.

Excess Withdrawal – Any withdrawal (except an RMD Withdrawal) that occurs after the youngest Designated Life is age 65 (59½ if the Rider Effective Date is before October 1, 2013) or older and exceeds the Protected Payment Amount.

Protected Payment Amount – The maximum amount that can be withdrawn under this Rider without reducing the Protected Payment Base. If the youngest Designated Life is 65 (59½ if the Rider Effective Date is before October 1, 2013) years of age or older, the Protected Payment Amount is equal to 4.5% (5% if the Rider Effective Date is before October 1, 2013) of the Protected Payment Base, less cumulative withdrawals during that Contract Year and will be reset on each Contract Anniversary to 4.5% (5% if the Rider Effective Date is before October 1, 2013) of the Protected Payment Base computed on that date. If the youngest Designated Life is younger than 65 (59½ if the Rider Effective Date is before October 1, 2013) years of age, the Protected Payment Amount is equal to zero (0). However, once the youngest Designated Life reaches age 65 (59½ if the Rider Effective Date is before October 1, 2013), the Protected Payment Amount will equal 4.5% (5% if the Rider Effective Date is before October 1, 2013) of the Protected Payment Base and will be reset each Contract Anniversary. The initial Protected Payment Amount will depend upon the age of the youngest Designated Life.

Protected Payment Base – An amount used to determine the Protected Payment Amount. The Protected Payment Base will remain unchanged except as otherwise described under the provisions of this Rider. On the Rider Effective Date, the Protected Payment Base is equal to the initial Purchase Payment if purchased at Contract issue or, if purchased after Contract issue, the Contract Value as of the Rider Effective Date.

Reset Date – Any Contract Anniversary after the Rider Effective Date on which an Automatic Reset occurs.

Rider Effective Date – The date the guarantees and charges for the Rider become effective.

Spouse – The Owner’s spouse who is treated as the Owner’s spouse pursuant to federal law. If the Contract is a custodial owned IRA, the Annuitant’s spouse who is treated as the Annuitant’s spouse pursuant to federal law.

Surviving Spouse – The surviving spouse of a deceased Owner (or Annuitant in the case of a custodial owned IRA).

You will find information about an RMD Withdrawal in the Required Minimum Distributions subsection and information about Automatic Resets in the Reset of Protected Payment Base subsection below.

How the Rider Works

Beginning at age 65 (59½ if the Rider Effective Date is before October 1, 2013), this Rider guarantees you can withdraw up to the Protected Payment Amount, regardless of market performance, until the Rider terminates. On each Contract Anniversary, the Rider provides for Automatic Annual Resets of the Protected Payment Base to an amount equal to 100% of the Contract Value if the Protected Payment Base is less than the Contract Value on that Contract Anniversary. Once the Rider is purchased, you cannot request a termination of the Rider (see the Termination subsection of this Rider for more information).

If the youngest Designated Life is 65 (59½ if the Rider Effective Date is before October 1, 2013) years of age or older, the Protected Payment Amount is 4.5% (5% if the Rider Effective Date is before October 1, 2013) of the Protected Payment Base. If the youngest Designated Life is younger than 65 (59½ if the Rider Effective Date is before October 1, 2013) years of age, the Protected Payment Amount is zero (0).

The Protected Payment Base may change over time. An Automatic Reset will increase the Protected Payment Base depending on the Contract Value on the Reset Date. A withdrawal that is less than or equal to the Protected Payment Amount will not change the Protected Payment Base. If a withdrawal is greater than the Protected Payment Amount and the Contract Value (less the Protected Payment Amount) is lower than the Protected Payment Base at the time of withdrawal, the Protected Payment Base will be reduced by an amount that is greater than the excess amount withdrawn. For withdrawals that are greater than the Protected Payment Amount, see the Withdrawal of Protected Payment Amount subsection.

Amounts withdrawn under this Rider will reduce the Contract Value by the amount withdrawn and will be subject to the same conditions, limitations, restrictions and all other fees, charges and deductions, if applicable, as withdrawals otherwise made under the provisions of the Contract. Withdrawals under this Rider are not annuity payouts. Annuity payouts generally receive a more favorable tax treatment than other withdrawals.

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If your Contract is a Qualified Contract, including an IRA Contract, you are subject to restrictions on withdrawals you may take prior to a triggering event (e.g. reaching age 59½, separation from service, disability) and you should consult your tax or legal advisor prior to purchasing this optional guarantee, the primary benefit of which is guaranteeing withdrawals. For additional information regarding withdrawals and triggering events, see FEDERAL TAX ISSUES – IRAs and Qualified Plans.

Withdrawal of Protected Payment Amount

When the youngest Designated Life is 65 (59½ if the Rider Effective Date is before October 1, 2013) years of age or older, you may withdraw up to the Protected Payment Amount each Contract Year, regardless of market performance, until the Rider terminates. The Protected Payment Amount will be reduced by the amount withdrawn during the Contract Year and will be reset each Contract Anniversary to 4.5% (5% if the Rider Effective Date is before October 1, 2013) of the Protected Payment Base. Any portion of the Protected Payment Amount not withdrawn during a Contract Year may not be carried over to the next Contract Year. If a withdrawal does not exceed the Protected Payment Amount immediately prior to that withdrawal, the Protected Payment Base will remain unchanged.

Withdrawals Exceeding the Protected Payment Amount. If a withdrawal (except an RMD Withdrawal) exceeds the Protected Payment Amount immediately prior to that withdrawal, we will (immediately following the withdrawal) reduce the Protected Payment Base on a proportionate basis for the amount in excess of the Protected Payment Amount. (See example 4 in APPENDIX B for a numerical example of the adjustments to the Protected Payment Base as a result of an Excess Withdrawal.) If a withdrawal is greater than the Protected Payment Amount and the Contract Value (less the Protected Payment Amount) is lower than the Protected Payment Base, the Protected Payment Base will be reduced by an amount that is greater than the excess amount withdrawn.

The amount available for withdrawal under the Contract must be sufficient to support any withdrawal that would otherwise exceed the Protected Payment Amount.

For information regarding taxation of withdrawals, see FEDERAL TAX ISSUES.

Early Withdrawal

If an Early Withdrawal occurs, we will (immediately following the Early Withdrawal) reduce the Protected Payment Base either on a proportionate basis or by the total withdrawal amount, whichever results in a lower Protected Payment Base. See example 5 in APPENDIX B for a numerical example of the adjustments to the Protected Payment Base as a result of an Early Withdrawal.

Required Minimum Distributions

No adjustment will be made to the Protected Payment Base as a result of a withdrawal that exceeds the Protected Payment Amount immediately prior to the withdrawal, provided:

·such withdrawal (an “RMD Withdrawal”) is for purposes of satisfying the minimum distribution requirements of Section 401(a)(9) and related Treasury Regulations in effect at that time,

·you have authorized us to calculate and make periodic distribution of the Annual RMD Amount for the Calendar Year required based on the payment frequency you have chosen,

·the Annual RMD Amount is based on this Contract only, and

·the youngest Designated Life is age 65 (59½ if the Rider Effective Date is before October 1, 2013) or older.

See example 6 in APPENDIX B for numerical examples that describe what occurs when only withdrawals of the Annual RMD Amount are made during a Contract Year and when withdrawals of the Annual RMD Amount plus other non-RMD Withdrawals are made during a Contract Year.

See FEDERAL TAX ISSUES – Qualified Contracts – Required Minimum Distributions.

Depletion of Contract Value

If the youngest Designated Life is younger than age 65 (59½ if the Rider Effective Date is before October 1, 2013) when the Contract Value is zero (due to withdrawals, fees, market decline, or otherwise), the Rider will terminate.

If the youngest Designated Life is age 65 (59½ if the Rider Effective Date is before October 1, 2013) or older and the Contract Value was reduced to zero by a withdrawal that exceeds the Protected Payment Amount (excluding an RMD withdrawal), the Rider will terminate.

If the youngest Designated Life is age 65 (59½ if the Rider Effective Date is before October 1, 2013) or older and the Contract Value was reduced to zero by a withdrawal (including an RMD Withdrawal) that did not exceed the Protected Payment Amount, the following will apply:

·the Protected Payment Amount will be paid each year until the death of all Designated Lives eligible for lifetime benefits,

·the Protected Payment Amount will be paid under a series of pre-authorized withdrawals under a payment frequency as elected by the Owner, but no less frequently than annually,

·no additional Purchase Payments will be accepted under the Contract, and

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·the Contract will cease to provide any death benefit.

Reset of Protected Payment Base

On and after each Reset Date, the provisions of this Rider shall apply in the same manner as they applied when the Rider was originally issued. The limitations and restrictions on Purchase Payments and withdrawals, the deduction of Rider charges and any future reset options available on and after the Reset Date, will again apply and will be measured from that Reset Date. A reset occurs when the Protected Payment Base is changed to an amount equal to the Contract Value as of the Reset Date.

Automatic Reset. On each Contract Anniversary while this Rider is in effect and before the Annuity Date, we will automatically reset the Protected Payment Base to an amount equal to 100% of the Contract Value, if the Protected Payment Base is less than the Contract Value on that Contract Anniversary. The annual charge percentage may change as a result of any Automatic Reset (see CHARGES, FEES AND DEDUCTIONS – Optional Rider Charges).

Automatic Reset – Opt-Out Election. Within 60 calendar days after a Contract Anniversary on which an Automatic Reset is effective, you have the option to reinstate the Protected Payment Base, Protected Payment Amount and annual charge percentage to their respective amounts immediately before the Automatic Reset. Any future Automatic Resets will continue in accordance with the Automatic Reset paragraph above.

If you elect this option, your opt-out election must be received, In Proper Form, within the same 60 calendar day period after the Contract Anniversary on which the reset is effective.

Subsequent Purchase Payments

If we receive additional Purchase Payments after the Rider Effective Date, we will increase the Protected Payment Base by the amount of the Purchase Payments. However, for purposes of this Rider, we reserve the right to restrict additional Purchase Payments that result in a total of all Purchase Payments received after the 1st Contract Anniversary, measured from the Rider Effective Date, to exceed $100,000 without our prior approval.

Annuitization

If you annuitize the Contract at the maximum Annuity Date specified in your Contract and this Rider is still in effect at the time of your election and a Life Only or Joint Life Only fixed annuity option is chosen, the annuity payments will be equal to the greater of:

·the Life Only fixed annual payment amount based on the terms of your Contract, or

·the Protected Payment Amount in effect at the maximum Annuity Date.

If you annuitize the Contract at any time prior to the maximum Annuity Date specified in your Contract, your annuity payments will be determined in accordance with the terms of your Contract. The Protected Payment Base and Protected Payment Amount under this Rider will not be used in determining any annuity payments. Work with your Schwab investment professional to determine if you should annuitize your Contract before the maximum Annuity Date or stay in the accumulation phase and continue to take withdrawals under the Rider.

Continuation of Rider if Surviving Spouse Continues Contract

If the Owner dies and the Surviving Spouse (who is also a Designated Life eligible for lifetime benefits) elects to continue the Contract in accordance with its terms, the Surviving Spouse may continue to take withdrawals of the Protected Payment Amount under this Rider, until the Rider terminates.

The surviving spouse may elect to receive any death benefit proceeds instead of continuing the Contract (see DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS).

Ownership and Beneficiary Changes

Changes to the Contract Owner, Annuitant and/or Beneficiary designations and changes in marital status, including a dissolution of marriage, may adversely affect the benefits of this Rider. A particular change may make a Designated Life ineligible to receive lifetime income benefits under this Rider. As a result, the Rider may remain in effect and you may pay for benefits that you will not receive. You are strongly advised to work with your Schwab investment professional and consider your options prior to making any Owner, Annuitant and/or Beneficiary changes to your Contract. SeeRider Terms – Designated Livesabove and ADDITIONAL INFORMATION – Changes to Your Contract.

Termination

You cannot request a termination of the Rider. Except as otherwise provided below, the Rider will automatically terminate on the earliest of:

·the day any portion of the Contract Value is no longer allocated according to the Investment Allocation Requirements and no corrective action was taken, after written notice was provided, to comply with the requirements to continue the Rider,

·the date of the death of all Designated Lives eligible for lifetime benefits,

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·upon the death of the first Designated Life, if a death benefit is payable and a Surviving Spouse who chooses to continue the Contract is not a Designated Life eligible for lifetime benefits,

·upon the death of the first Designated Life, if a death benefit is payable and the Contract is not continued by a Surviving Spouse who is a Designated Life eligible for lifetime benefits,

·if both Designated Lives are Joint Owners and there is a change in marital status, the Rider will terminate upon the death of the first Designated Life who is a Contract Owner,

·the day the Contract is terminated in accordance with the provisions of the Contract,

·the day that neither Designated Life is an Owner (or Annuitant, in the case of a custodial owned IRA) (this bullet does not apply if this Rider is issued in California or Connecticut),

·the day you exchange this Rider for another withdrawal benefit Rider,

·the Annuity Date (see the Annuitization subsection for additional information),

·the day the Contract Value is reduced to zero as a result of a withdrawal (except an RMD Withdrawal) that exceeds the Protected Payment Amount, or

·the day the Contract Value is reduced to zero if the youngest Designated Life is younger than age 65 (59½ if the Rider Effective Date is before October 1, 2013).

See the Depletion of Contract Value subsection for situations where the Rider will not terminate when the Contract Value is reduced to zero.

Sample Calculations

Hypothetical sample calculations are in the attached APPENDIX B. The examples are based on certain hypothetical assumptions and are for example purposes only. These examples are not intended to serve as projections of future investment returns.

PACIFIC LIFE AND THE SEPARATE ACCOUNT

Pacific Life

Pacific Life Insurance Company is a life insurance company domiciled in Nebraska. Along with our subsidiaries and affiliates, our operations include life insurance, annuity, mutual funds, broker-dealer operations, and investment advisory services. At the end of 2018, we had $501.9 billion of individual life insurance in force and total admitted assets of approximately $129 billion.

We are authorized to conduct our life insurance and annuity business in the District of Columbia and in all states except New York. Our executive 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. On September 1, 2005, Pacific Life changed from a California corporation to a Nebraska corporation. 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, LLC (PSD) 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 a selling agreement with Schwab, whose Schwab investment professionals are authorized by state insurance departments to sell 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.

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 Investment Company Act of 1940 (the “1940 Act”), as a type of investment company called a “unit investment trust.” We established the Separate Account under the laws of the state of California. The Separate Account is maintained under the laws of the state of Nebraska.

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

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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 must keep assets in the Separate Account equal to the reserves and contract liabilities (i.e. amounts at least equal to the aggregate variable account value) sufficient to pay obligations under the contracts funded by the Separate Account.

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 may not be the sole investor in the Funds. Investment in a Fund by other separate accounts in connection with variable annuity and variable life insurance contracts may create conflicts. See the Prospectus and SAI for the Funds for more information.

FEDERAL TAX ISSUES

The following summary of federal income tax issues 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 foreign, state or local tax laws. Neither we, nor Schwab or Schwab investment professionals make any guarantee regarding the tax status, federal, foreign, state or local, of any Contract or any transaction involving the Contracts. Accordingly, you should consult a qualified tax advisor for complete information and advice before purchasing a Contract. Additional tax information is included in the SAI. We reserve the right to amend this Contract without the Owner’s consent to reflect any clarifications that may be needed or are appropriate to maintain its tax qualification or to conform this Contract to any applicable changes in the tax qualification requirements.

Diversification Requirements and Investor Control

Section 817(h) of the Code provides that the investments underlying a variable annuity must satisfy certain diversification requirements in order for the contract to be treated as an annuity contract and qualify for tax deferral. We believe the underlying Variable Investment Options for the contract meet these requirements. Details on these diversification requirements appear in the Fund SAIs.

In addition, for a variable annuity contract to qualify for tax deferral, assets in the separate accounts supporting the contract must be considered to be owned by the insurance company and not by the contract owner. Under current U.S. tax law, if a contract owner has excessive control over the investments made by a separate account, or the underlying fund, the contract owner will be taxed currently on income and gains from the account or fund. In other words, in such a case of investor control the contract owner would not derive the tax benefits normally associated with variable annuities. For more information regarding investor control, please refer to the contract SAI.

Taxation of Annuities – General Provisions

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, 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.

Non-Qualified Contracts – 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 advisor if you are purchasing a Qualified Contract.

Taxes Payable

A Contract Owner is not taxed on the increases in the value of a Contract until an amount is received or deemed to be received. An amount could be received or deemed to be received, for example, if there is a partial distribution, a lump sum distribution, an Annuity payment or a material change in the Contract or if any portion of the Contract is transferred, pledged or assigned. See the Addition of Optional Rider or Material Change to Contract section below. Increases in Contract Value that are received or deemed to be received are taxable to the Contract Owner as ordinary income. 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,

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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.

Beginning in 2013, any taxable distribution of the investment income from your Contract may also be subject to a net investment income tax of 3.8%. This tax applies to various investment income such as interest, dividends, royalties, payments from annuities, and the disposition of property, but only to the extent a taxpayer’s modified adjusted gross income exceeds certain thresholds ($200,000 for individuals/$250,000 if married filing jointly). Please speak to your tax advisor about this tax.

Non-Natural Persons as Owners

If a contract is not owned or held by a natural person or as agent for a natural person, the contract generally will not be treated as an “annuity” for tax purposes, meaning that the contract owner will be subject to current tax on annual increases in Contract Value at ordinary income rates unless some other exception applies. Certain entities, such as some trusts, may be deemed to be acting as agents for natural persons. Corporations, including S corps, C corps, LLCs, partnerships and FLPs, and tax-exempt entities are non-natural persons that will not be deemed to be acting as agents for natural persons.

Addition of Optional Rider or Material Change to Contract

The addition of a rider to the Contract, or a material change in the Contract’s provisions, such as a change in Contract ownership or an assignment of the Contract, could cause it to be considered newly issued or entered into for tax purposes, and thus could cause a taxable event or the Contract to lose certain grandfathered tax status. Please contact your tax advisor for more information.

Taxes Payable on Withdrawals Prior to the Annuity Date

Amounts you withdraw before annuitization, including amounts withdrawn from your Contract Value in connection with partial withdrawals for payment of any charges and fees, including registered investment advisory 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 (investment in the Contract), and then as non-taxable recovery of your Purchase Payments. Therefore, you include in your gross income the smaller of: a) the amount of the partial withdrawal, or b) the amount by which your Contract Value immediately before you receive the distribution exceeds your investment in the Contract at that time.

Exceptions to this rule are distributions in full discharge of your Contract (a full surrender) or distributions from contracts issued and investments made before August 14, 1982.

If at the time of a partial withdrawal your Contract Value does not exceed your investment in the Contract, then the withdrawal will not be includable in gross income and will simply reduce your investment in the Contract.

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. You should consult your tax advisor for additional information regarding taking a partial or a full distribution from your Contract.

Multiple Contracts (Aggregation Rule)

Multiple Non-Qualified Contracts that are issued after October 21, 1988, by us or our affiliates to the same Owner during the same calendar year are treated as one Contract for purposes of determining the taxation of distributions (the amount includable in gross income under Code Section 72(e)) prior to the Annuity Date from any of the Contracts. A Contract received in a tax-free exchange under Code Section 1035 may be treated as a new Contract for this purpose. For Contracts subject to the Aggregation Rule, the values of the Contracts and the investments in the Contracts should be added together to determine the taxation under Code Section 72(e). Withdrawals will be treated first as withdrawals of income until all of the income from all such Contracts is withdrawn. The Treasury Department has specific authority under Code Section 72(e)(11) to issue regulations to prevent the avoidance of the income-out-first rules for withdrawals prior to the Annuity Date through the serial purchase of Contracts or otherwise. As of the date of this Prospectus there are no regulations interpreting these aggregation provisions.

10% Tax Penalty Applicable to Certain Withdrawals and Annuity Payments

The Code provides that the taxable portion of a withdrawal or other distribution may be subject to a tax penalty equal to 10% of that taxable portion unless the withdrawal is:

·made on or after the date you reach age 59½,

·made by a Beneficiary after your death,

·attributable to your becoming disabled,

·any payments annuitized using a life contingent annuity option,

·attributable to an investment in the Contract made prior to August 14, 1982, or

·any distribution that is a part of a series of substantially equal periodic payments (Code Section 72(q) payments) made (at least annually) over your life (or life expectancy) or the joint lives (or life expectancies) of you and your designated beneficiary.

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Additional exceptions may apply to certain Qualified Contracts (see Taxes Payable on Annuity Payments and the applicable Qualified Contracts).

Distributions After the Annuity Date

After you annuitize, a portion of each annuity payment you receive under a Contract generally will be treated as a partial recovery of Investments (as used here, “Investments” 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 tax penalty.) The remainder of each annuity payment will be taxed as ordinary income. However, after the full amount of aggregate Investments 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 tax penalty if taken prior to age 59½.

For periodic (annuity) payments, we will default your state tax withholding (as applicable) based upon the marital status and allowance(s) provided for your federal taxes or, if no withholding instructions are provided, we will default to your resident state’s prescribed withholding default (if applicable). Please consult with a tax advisor for additional information, including whether your resident state has a specific version of the W-4P form that should be submitted to us with state-specific income tax information.

Distributions to Beneficiary After Contract Owner’s Death

Generally, the same tax rules apply to amounts received by the Beneficiary as those that apply to the Contract Owner, except that the early withdrawal tax penalty does not apply. Thus, any annuity payments or lump sum withdrawal will be divided into taxable and non-taxable portions.

If death occurs after the Annuity Date, but before the expiration of a period certain option, the Beneficiary will recover the balance of the Investments as payments are made and may be allowed a deduction on the final tax return for the unrecovered Investments. A lump sum payment taken by the Beneficiary in lieu of remaining monthly annuity payments is not considered an annuity payment for tax purposes. The portion of any lump sum payment to a Beneficiary in excess of aggregate unrecovered Investments would be subject to income tax.

Contract Owner’s Estate

Generally, any amount payable to a Beneficiary after 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. If the inclusion of the value of the Contract triggers a federal estate tax to be paid, the Beneficiary may be able to use a deduction called Income in Respect of Decedent (IRD) in calculating the income taxes payable upon receipt of the death benefit proceeds. In addition, designation of a non-spouse Beneficiary who either is 37½ or more years younger than a Contract Owner or is a grandchild of a Contract Owner may have Generation Skipping Transfer Tax (GSTT) consequences under section 2601 of the Code. You should consult with a qualified tax advisor if you have questions about federal estate tax, IRD, or GSTT.

Gifts of Annuity Contracts

Generally, gifts of Non-Qualified Contracts prior to the annuity start date will trigger tax reporting to the donor 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% early withdrawal tax penalty and gift tax also may be applicable. This provision does not apply to transfers between spouses or incident to a divorce, or transfers to and from a trust acting as agent for the Owner or the Owner’s spouse.

Tax Withholding for Non-Qualified Contracts

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 income tax obligations. For nonperiodic distributions, you will have the option to provide us with withholding information at the time of your withdrawal request. If you do not provide us with withholding information, we will generally withhold 10% of the taxable distribution amount and remit it to the IRS. For periodic (annuity) payments, the rate of withholding will be determined on the basis of the withholding information you provide to us. If you do not provide us with withholding information, we are required to determine the Federal income tax withholding according to the then current defaults for marital status and number of exemptions. State and local withholding may apply different defaults and will be determined by applicable law.

Certain states have indicated that pension and annuity withholding will apply to payments made to residents.

Please call (800) 722-4448 with any questions about the required withholding information. Schwab investment professionals may call us at (800) 610-4823.

Tax Withholding for Non-resident Aliens or Non U.S. Persons

Taxable distributions to Contract Owners who are non-resident aliens or other non U.S. persons are generally subject to U.S. federal income tax withholding at a 30% rate, unless a lower treaty rate applies. Prospective foreign owners are advised to consult with a tax

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advisor regarding the U.S., state and foreign tax treatment of a Contract. Currently, we require all Contract Owners to be a U.S. person (citizen) or a U.S. resident alien.

Exchanges of Non-Qualified Contracts (1035 Exchanges)

You may make your initial or an additional Purchase Payment through an exchange of an existing annuity contract or endowment life insurance contract pursuant to Section 1035 of the Code (a 1035 exchange). The exchange can be effected by completing the Transfer/Exchange form, indicating in the appropriate section of the form that you are making a 1035 exchange and submitting any applicable state replacement form. The form is available by calling your Schwab investment professional if you are working with one, by calling a Schwab Annuity Specialist at (888) 311-4887, or on our website at www.PacificLife.com. If you are a Schwab investment professional, please call Pacific Life at (800) 610-4823. Once completed, the form should be mailed to Pacific Life. If you are making an initial Purchase Payment, a completed Contract application should also be attached.

A post-death 1035 exchange of Non-Qualified assets may be available for beneficiaries who have elected to receive lifetime payments under Section 72(s) of the Code. Note that we reserve the right to restrict the maximum issue age for this type of transaction. Additionally, we will not accept additional purchase payments or allow a change in ownership (including collateral assignment requests) for a Contract issued via a post-death 1035 exchange of Non-Qualified assets.

In general terms, Section 1035 of the Code provides that no gain or loss is recognized when you exchange one annuity or life insurance contract for another annuity contract. Transactions under Section 1035, however, 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 advisor prior to affecting a 1035 exchange.

Partial 1035 Exchanges and Annuitization

A partial exchange is the direct transfer of only a portion of an existing annuity’s Contract Value to a new annuity contract. Under Rev. Proc. 2011-38 a partial exchange will be treated as tax-free under Code Section 1035 if there are no distributions, from either annuity, within 180 calendar days after the partial 1035 exchange. Any distribution taken during the 180 calendar days may jeopardize the tax-free treatment of the partial exchange. Such determination will be made by the IRS, using general tax principals, to determine the substance, and thus the treatment of the transaction. In addition, annuity payments that are based on one or more lives or for a period of 10 or more years (as described in Code Section 72(a)(2)) will not be treated as a distribution from either the old or new contract when determining whether the tax treatment described in Rev. Proc. 2011-38 will apply. Rev. Proc. 2011-38 applies to partial exchanges and partial annuitizations on or after October 24, 2011.

You should consult your tax advisor prior to affecting a partial 1035 exchange or a partial annuitization.

Impact of Federal Income Taxes

In general, in the case of Non-Qualified Contracts, if you are an individual and expect to accumulate your Contract Value over a relatively long period of time without making significant withdrawals, there may be federal income tax advantages in purchasing such a Contract. This is because any increase in Contract Value is not subject to current taxation. Income taxes are deferred until the money is withdrawn, at which point taxation occurs only on the gain from the investment in the Contract. With income taxes deferred, you may accumulate more money over the long term through a variable annuity than you may through non-tax-deferred investments. The advantage may 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.

When withdrawals or distributions are taken from the variable annuity, the gain is taxed as ordinary income. This may be a potential disadvantage because money that had been invested in other types of assets may qualify for a more favorable federal tax rate. For example, the tax rate applicable both to the sale of capital gain assets held more than 1 year and to the receipt of qualifying dividends by individuals is a maximum of 20% (as low as 0% for lower-income individuals). In contrast, an ordinary income tax rate of up to 37% applies to taxable withdrawals on distributions from a variable annuity. Also, withdrawals or distributions taken from a variable annuity prior to attaining age 59½ may be subject to a tax penalty equal to 10% of the taxable portion, although exceptions to the tax penalty may apply.

An owner of a variable annuity cannot deduct or offset losses on transfers to or from Subaccounts, or at the time of any partial withdrawals. Additionally, if you surrender your Contract and your Contract Value is less than the aggregate of your investments in the Contract (reduced by any previous non-taxable distributions), you cannot deduct the ordinary income loss as a miscellaneous itemized deduction subject to the 2% floor of AGI. This provision of the 2017 Tax Cuts and Jobs Act is effective for taxable years beginning after December 31, 2017 and sunsets after 2025. Consult with your tax advisor regarding the impact of federal income taxes on your specific situation.

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

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attributable to the Separate Account or to our operations with respect to your Contract, or attributable, directly or indirectly, to investments in 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.

Given the uncertainty of future changes in applicable federal, state or local tax laws, we cannot appropriately describe the effect a tax law change may have on taxes that would be attributable to the Separate Account or your Contract.

Qualified Contracts – General Rules

The Contracts are available to a variety of Qualified Plans and IRAs. Tax restrictions and consequences for Contracts under each type of Qualified Plan and IRAs differ from each other and from those for Non-Qualified Contracts. No attempt is made herein to provide more than general information about the use of the Contract with the various types of Qualified Plans and IRAs. 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.

Tax Deferral

It is important to know that Qualified Plans such as 401(k)s, as well as IRAs, are already tax-deferred. Therefore, an annuity contract should be used to fund an IRA or Qualified Plan to benefit from the annuity’s features other than tax deferral. Other benefits of using a variable annuity to fund a Qualified Plan or an IRA include the lifetime income options, guaranteed death benefit options and the ability to transfer among Investment Options . You should consider if the Contract is a suitable investment if you are investing through a Qualified Plan or IRA.

Registered Investment Advisory Fees

For Qualified Contracts, based upon our understanding of the somewhat limited IRS guidance in this area, withdrawals to pay registered investment advisory fees are not treated as distributions for tax purposes, and therefore will not be reported on a Form 1099-R. Should the IRS issue further guidance on this subject, we will reevaluate our obligation to report such fees.

Taxes Payable

Generally, amounts received from Qualified Contracts are taxed as ordinary income under Section 72, to the extent that they are not treated as a tax free recovery of after-tax contributions (if any). 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 as ordinary income. Different rules apply for Roth IRAs. Consult your tax advisor before requesting a distribution from a Qualified Contract.

10% Tax Penalty for Early Withdrawals

Generally, distributions from IRAs and Qualified Plans that occur before you attain age 59½ are subject to a 10% tax penalty imposed on the amount of the distribution that is includable in gross income, with certain exceptions. These exceptions include distributions:

·made to a beneficiary after the owner’s/participant’s death,

·attributable to the owner/participant becoming disabled under Section 72(m)(7),

·that are part of a series of substantially equal periodic payments (also referred to as SEPPs or 72(t) payments) made (at least annually) over your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary,

·for certain higher education expenses (IRAs only),

·used to pay for certain health insurance premiums or medical expenses (IRAs only),

·for costs related to the purchase of your first home (IRAs only), and

·(except for IRAs) made to an employee after separation from service if the employee separates from service during or after the calendar year in which he or she attains age 55 (or age 50 in the case of a qualified public safety employee).

Tax Withholding for Qualified Contracts

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:

·the distributee directs the transfer of such amounts in cash to another Qualified Plan or a traditional IRA, or

·the payment is a minimum distribution required under the Code.

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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 10% federal withholding unless the distributee elects not to have withholding apply.

For periodic (annuity) payments, the rate of withholding will be determined on the basis of the withholding information you provide to us. If you do not provide us with withholding information, we are required to determine the Federal income tax withholding according to the then current defaults for marital status and number of exemptions. State and local withholding may apply different defaults and will be determined by applicable law.

Certain states have indicated that pension and annuity withholding will apply to payments made to residents.

IRAs and Other Qualified Contracts with Optional Benefit Riders

As of the date of this Prospectus, there are special considerations for purchases of any optional living or death benefit riders. Treasury Regulations state that Individual Retirement Accounts (IRAs) may generally not invest in life insurance contracts. We believe that these Regulations do not prohibit the optional living or death benefit riders from being added to your Contract if it is issued as a Traditional IRA, Roth IRA, SEP IRA or SIMPLE IRA. However, the law is unclear and it is possible that a Contract that has optional living or death benefit riders and is issued as a Traditional IRA, Roth IRA, SEP IRA or SIMPLE IRA could be disqualified and may result in increased taxes to the Owner.

Similarly, section 401 plans, 457(b) annuities and IRAs (but not Roth IRAs) can only offer incidental death benefits. The IRS could take the position that the enhanced death benefits provided by optional benefit riders are not incidental. In addition, to the extent that the optional benefit riders alter the timing or the amount of the payment of distributions under a Qualified Contract, the riders cannot be paid out in violation of the minimum distribution rules of the Code.

It is our understanding that the charges relating to the optional benefit riders are not subject to current taxation and we will not report them as such. However, Treasury or the IRS may determine that these charges should be treated as partial withdrawals subject to current income taxation to the extent of any gain and, if applicable, the 10% tax penalty. We reserve the right to report the rider charges as partial withdrawals if we believe that we would be expected to report them in accordance with Treasury Regulations or IRS guidance.

Required Minimum Distributions

The regulations provide that you cannot keep assets in Qualified Plans or IRAs indefinitely. Eventually they are required to be distributed; at that time (the Required Beginning Date (RBD)), Required Minimum Distributions (RMDs) are the amount that must be distributed each year. The information below is for Qualified Contracts held in either a Qualified Plan, or IRA, prior to the annuity start date.

Under Section 401 of the Code (for Qualified Plans) and Section 408 of the Code (for IRAs), the entire interest under the Contract must be distributed to the Owner/Annuitant no later than the Owner/Annuitant’s RBD, or distributions over the life of the Owner/Annuitant (or the Owner/Annuitant and his beneficiary) must begin no later than the RBD.

The RBD for distributions from a Qualified Contract maintained for an IRA under Section 408 of the Code is generally April 1 of the calendar year following the year in which the Owner/Annuitant reaches age 70½. The RBD for a Qualified Contract maintained for a qualified retirement or pension plan under Section 401 of the Code is April 1 of the calendar year following the later of the year in which the Owner/Annuitant reaches age 70½, or, if the plan so provides, the year in which the Owner/Annuitant retires. There is no RBD for a Roth IRA maintained pursuant to Section 408A of the Code.

The IRS requires that all IRA holders and Qualified Plan Participants (with one exception discussed below) use the Uniform Lifetime Table to calculate their RMDs.

The Uniform Lifetime Table is based on a joint life expectancy and uses the IRA owner’s actual age and assumes that the beneficiary is 10 years younger than the IRA owner. Note that under these Regulations, the IRA owner does not need to actually have a named beneficiary when they turn age 70½.

The exception noted above is for an IRA owner who has a spouse, who is more than 10 years younger, as the sole beneficiary on the IRA. In that situation, the spouse’s actual age (and life expectancy) will be used in the joint life calculation.

If the Owner/Annuitant dies prior to his RBD or complete distribution from the Qualified Contract, the remainder shall be distributed as provided in the “Qualified Contract Distribution Rules” section of this Prospectus. For non-spouse beneficiaries, life expectancy is initially computed by use of the Single Life Table of the Regulations (Treas. Reg. Sec. 1.401(a)(9)-9). Subsequent life expectancy shall be calculated by reducing the life expectancy of the Beneficiary by one in each following calendar year.

The method of distribution selected must comply with the minimum distribution rules of Code Section 401(a)(9), and the applicable Regulations thereunder.

Actuarial Value

In accordance with regulations, RMDs and Roth IRA conversions may be calculated based on the sum of the contract value and the actuarial value of any additional death benefits and benefits from optional riders that you have purchased under the Contract. As a result, RMDs and taxes due on Roth IRA Conversions may be larger than if the calculation were based on the contract value only,

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which may in turn result in an earlier (but not before the required beginning date) distribution under the Contract and an increased amount of taxable income distributed to the contract owner, and a reduction of death benefits and the benefits of any optional riders.

RMDs and Annuity Options

Under the Final Regulations, for retirement plans that qualify under Section 401 or 408 of the Code, the period elected for receipt of RMDs as annuity payments under Annuity Options 2 and 4 generally may be:

·no longer than the joint life expectancy of the Annuitant and Beneficiary in the year that the Annuitant reaches age 70½, and

·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 Annuity Option 3, if the Beneficiary 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.

IRAs and Qualified Plans

The following is only a general discussion about types of IRAs and 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 advisor. You should also consult with a qualified tax advisor and/or plan administrator before you withdraw any portion of your Contract Value.

Individual Retirement Annuities (“IRAs”)

In addition to “traditional” IRAs established under Code Section 408, there are SEP IRAs under Code Section 408(k), Roth IRAs governed by Code Section 408A and SIMPLE IRAs established under Code Section 408(p). Also, Qualified Plans under Section 401, or 457(b) of the Code that include after-tax employee contributions may be treated as deemed IRAs subject to the same rules and limitations as traditional IRAs. Contributions to each of these types of IRAs are subject to differing limitations. 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 each year, the persons who may be eligible to contribute, when rollovers are available and 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.

Annual contributions are generally allowed for persons who have not attained age 70½ (we do not accept additional contributions during the calendar year the Owner reaches age 70½) and who have compensation (as defined by the Code) of at least the contribution amount. Distributions of minimum amounts specified by the Code and Treasury Regulations must commence by April 1 of the calendar year following the calendar year in which you attain age 70½. Failure to make mandatory minimum distributions may result in imposition of a 50% tax penalty on any difference between the required distribution amount and the amount actually distributed. Additional distribution rules apply after your death.

You (or your surviving spouse if you die) may rollover funds (such as proceeds from existing insurance policies, annuity contracts or securities) from certain existing Qualified Plans 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.

SIMPLE IRAs

The Savings Incentive Match Plan for Employees of Small Employers (“SIMPLE Plan”) is a type of IRA established under Code Section 408(p)(2). Depending upon the SIMPLE Plan, employers may make plan contributions into a SIMPLE IRA established by each participant of the SIMPLE Plan. Like other IRAs, a 10% tax penalty is imposed on certain distributions that occur before an employee attains age 59½. In addition, the tax penalty is increased to 25% for amounts received or rolled to another IRA or Qualified Plan during the 2-year period beginning on the date an employee first participated in a qualified salary reduction arrangement pursuant to a SIMPLE Plan maintained by their employer. Contributions to a SIMPLE IRA will generally include employee salary deferral contributions and employer contributions. Distributions from a SIMPLE IRA may be transferred to another SIMPLE IRA tax free or may be eligible for tax free rollover to a traditional IRA, a 457(b) or other Qualified Plan after the required 2-year period.

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SEP-IRAs

A Simplified Employee Pension (SEP) is an employer sponsored retirement plan under which employers are allowed to make contributions toward their employees’ retirement, as well as their own retirement (if the employer is self-employed). A SEP is a type of IRA established under Code Section 408(k). Under a SEP, a separate IRA account called a SEP-IRA is set up by or for each eligible employee and the employer makes the contribution to the account. Like other IRAs, a 10% tax penalty is imposed on certain distributions that occur before an employee attains age 59½.

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. 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 advisor.

In accordance with recent changes in laws and regulations, at the time of either a full or partial conversion from a Traditional IRA annuity to a Roth IRA annuity, the determination of the amount to be reported as income will be based on the annuity contract’s “fair market value”, which will include all front-end loads and other non-recurring charges assessed in the 12 months immediately preceding the conversion, and the actuarial present value of any additional contract benefits.

One IRA Rollover Per Year

Effective January 1, 2015, the IRS will only permit a taxpayer to complete one 60-day indirect IRA-to-IRA rollover per 12 month period. This means that a taxpayer could not make a 60-day indirect IRA-to-IRA rollover if he or she had made such a rollover involving any of the taxpayer's IRAs in the preceding 1-year period. The limit will apply by aggregating all of the individual’s IRAs, including SEP and SIMPLE IRAs as well as traditional and Roth IRAs, effectively treating them as one IRA for purposes of the limit. This rule does not affect the ability of an IRA owner to transfer funds from one IRA trustee directly to another, because such a transfer is not a rollover (but rather a direct transfer) and therefore, is not subject to the one-rollover-per-year limitation of Code Section 408(d)(3)(B). For additional information, see IRS Announcements 2014-15 and 2014-32. Always confirm with your own tax advisor whether this rule impacts your circumstances.

401(k) Plans; Pension and Profit-Sharing Plans

Qualified Plans may be established by an employer for certain eligible employees under Section 401 of the Code. These plans may be 401(k) plans, profit-sharing plans, or other pension or retirement plans. Contributions to these plans are subject to limitations. Rollover to other eligible plans may be available. Please consult your Qualified Plans Summary Plan description for more information.

Section 457(b) Non-Qualified Deferred Compensation Plans

Certain employees of governmental entities or tax-exempt employers may defer compensation through an eligible plan under Code Section 457(b). Contributions to a Contract of an eligible plan are subject to limitations. Subject to plan provisions and a qualifying triggering event, assets in a 457(b) plan established by a governmental entity may be transferred or rolled into an IRA or another Qualified Plan, if the Qualified Plan allows the transfer or rollover. If a rollover to an IRA is completed, the assets become subject to IRA rules, including the 10% penalty on distributions prior to age 59½. Assets from other plans may be rolled into a governmental 457(b) plan if the 457(b) plan allows the rollover and if the investment provider is able to segregate the assets for tax reporting purposes. Consult both the distributing plan and the receiving plan prior to making this election. Assets in a 457(b) plan set up by a tax exempt employer may not be rolled to a different type of Qualified Plan or IRA at any time.

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 shareholders’ meetings of the Funds. However, our current interpretation 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 do not receive any voting instructions for the shares in a Separate Account, we will vote the shares in that Separate Account in the same proportion as the total votes for all of our separate accounts for which we’ve received timely 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

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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. As a result of proportional voting, the votes cast by a small number of Contract Owners may determine the outcome of a vote.

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:

·your Contract Value allocated to the Subaccount corresponding to that Portfolio, divided by

·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.

Changes to Your Contract

Contract Owner(s)

Transfer of Contract ownership may involve federal income tax and/or gift tax consequences; you should consult a qualified tax advisor before effecting such a transfer. A change to or from joint Contract ownership is considered a transfer of ownership. If your Contract is Non-Qualified, you may change Contract ownership at any time while the Annuitant is living and prior to your Annuity Date. You may name a different Owner or add or remove a Joint Owner. A Contract cannot name more than two Contract Owners at any time. Any newly-named Contract Owners, including Joint Owners, must be under the age of 91 at the time of change or addition. Additionally, further age limitations may apply if the Contract was issued with an optional death benefit rider. The Contract Owner(s) may make all decisions regarding the Contract, including making allocation decisions and exercising voting rights. Transactions under a Contract with Joint Owners require approval from both Owners. Contract ownership changes may change the Return of Purchase Payments and Stepped-Up Death Benefit calculations. In addition, Contract ownership changes may terminate certain optional living benefit riders. See the Termination subsection for a particular rider in the OPTIONAL LIVING BENEFIT RIDERS section. Work with your Schwab investment professional prior to making any ownership changes.

If your Contract is Qualified under Code Sections 401 or 457(b), the Qualified Plan must be the sole Owner of the Contract and the ownership cannot be changed unless and until a triggering event has been met under the terms of the Qualified Plan. Upon such event, the ownership can only be changed to the Annuitant. If your Contract is Qualified under Code Section 408, you must be the sole Owner of the Contract and no changes can be made.

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 ANNUITIZATION – Selecting Your Annuitant. There may be limited exceptions for certain Qualified Contracts.

Beneficiaries

Your Beneficiary is the person(s) or entity who may receive death benefit proceeds under your Contract before the Annuity Date or any remaining annuity payments after the Annuity Date if the Annuitant or Owner dies. See the DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS section for additional information regarding death benefit payouts. You may change or remove your Beneficiary or add Beneficiaries at any time prior to the death of the Annuitant or Owner, as applicable. Any change or addition will generally take effect only when we receive all necessary documents, In Proper Form, and we record the change or addition. Any change or addition will not affect any payment made or any other action taken by us before the change or addition was received and recorded. Under our administrative procedures, a signature guarantee and/or other verification of identity or authenticity may be required when processing a claim payable to a Beneficiary.

Spousal consent may be required to change an IRA Beneficiary. If you are considering removing a spouse as a Beneficiary, it is recommended that you consult your legal or tax advisor regarding any applicable state or federal laws prior to requesting the change. 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 restrictions on naming and changing Beneficiaries. If your Contract was issued in connection with a Qualified Plan subject to Title I of ERISA, contact your Plan Administrator for details. We require that Contracts issued under Code Sections 401 and 457(b) name the Plan as Beneficiary. If the Plan is unable to set up a trust account for Beneficiary payouts, we will pay the designated Plan Beneficiary under certain conditions. If you leave no surviving Beneficiary or Contingent 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, tax laws, or due to marketing or other reasons.

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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 another investment company, or another investment vehicle. Required approvals of the SEC and applicable 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 of a Fund 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;

·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 Pacific Life service representatives at (800) 722-4448 between the hours of 6:00 a.m. and 5:00 p.m., Pacific time on any Business Day. Schwab investment professionals may call us at (800) 610-4823.

Please send your forms and written requests or questions to our Service Center:

Pacific Life Insurance Company

P.O. Box 2378

Omaha, Nebraska 68103-2378

If you are submitting a Purchase Payment or other payment by mail, please send it, along with your application if you are submitting one, to our Service Center at the following address:

Pacific Life Insurance Company

P.O. Box 2290

Omaha, Nebraska 68103-2290

If you are using an overnight delivery service to send payments, please send them to our Service Center at the following address:

Pacific Life Insurance Company

6750 Mercy Road, 4th Floor, RSD

Omaha, Nebraska 68106

The effective date of certain notices or of instructions is determined by the date and time on which we receive the notice or instructions In Proper Form. In those instances when we receive electronic transmission of the information on the application from Schwab, we consider the application to be received on the Business Day we receive the transmission. In those instances when information regarding your Purchase Payment is electronically transmitted to us by Schwab, we will consider the Purchase Payment to be received by us on the Business Day we receive the transmission of the information. Please call us if you or your Schwab investment professional have any questions regarding which address you should use.

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We reserve the right to process any Purchase Payment received at an incorrect address when it is received at either the address indicated in your Contract specification pages or the appropriate address indicated in the Prospectus.

Purchase Payments after your initial Purchase Payment, transfer requests and withdrawal requests we receive before the close of the New York Stock Exchange, which usually closes at 4:00 p.m. Eastern time, will be effective at the end of the same Business Day that we receive them In Proper Form unless the transaction or event is scheduled to occur on another Business 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 Business Day. We may also 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; or 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 benefit proceeds must be accompanied by both proof of death and instructions regarding payment In Proper Form. You should call your Schwab investment professional or us if you have questions regarding the required form of a request.

Telephone and Electronic Transactions

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 may be busy or access to our website may be unavailable 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 or unavailable during severe weather conditions or other emergencies. Under these circumstances, you should submit your request in writing (or other form acceptable to us). Transaction instructions we receive by telephone or electronically before the close of the New York Stock Exchange, which usually closes at 4:00 p.m. Eastern time, on any Business Day will usually be effective at the end of 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 any 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 or electronic transaction privileges of your Contract. If a Contract has Joint Owners, each Owner may individually make telephone and/or electronic transaction requests.

The authorization to make transactions by telephone or, to the extent available, electronically, will terminate when we receive notification of your death, and telephone or electronic transactions will no longer be accepted.

Electronic Information Consent

Subject to availability, you may authorize us to provide prospectuses, prospectus supplements, reports, annual statements, statements and immediate confirmations, tax forms, proxy solicitations, privacy notice and other notices and documentation in electronic format when available instead of receiving paper copies of these documents by U.S. mail. You may enroll in this service by so indicating on the application, via our Internet website, or by sending us instructions in writing in a form acceptable to us to receive such documents electronically. Not all contract documentation and notifications may be currently available in electronic format. You will continue to receive paper copies of any documents and notifications not available in electronic format by U.S. mail. For jointly owned contracts, both owners are consenting to receive information electronically. Documents will be available on our Internet website. 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. You must have ready access to a computer with Internet access, an active e-mail account to receive this information electronically, and the ability to read and retain it. You may access and print all documents provided through this service.

If you plan on enrolling in this service, or are currently enrolled, please note that:

·There is no charge for electronic delivery, although your Internet provider may charge for Internet access.

·You should provide a current e-mail address and notify us promptly when your e-mail address changes.

·You should update any e-mail filters that may prevent you from receiving e-mail notifications from us.

·You may request a paper copy of the information at any time for no charge, even though you consented to electronic delivery, or if you decide to revoke your consent.

·For jointly owned contracts, all information will be provided to the e-mail address that is provided to us.

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·Electronic delivery will be cancelled if e-mails are returned undeliverable.

·This consent will remain in effect until you revoke it.

If you are currently enrolled in this service, please call (800) 722-4448 if you would like to revoke your consent, wish to receive a paper copy of the information above, or need to update your e-mail address. You may opt out of electronic delivery at any time.

Timing of Payments and Transactions

For withdrawals including exchanges under Code Section 1035 and other Qualified transfers, from the Variable Investment Options or for death benefit payments attributable to your Variable Account Value, we will normally send the proceeds within 7 calendar days after your request is effective or after the Notice Date, as the case may be. We will normally effect periodic annuity payments on the day that corresponds to the Annuity Date and will make payment on the following Business 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. Payments (including fixed annuity payments), withdrawals or transfers from the General Account may be delayed for up to six months after the request is effective.

Confirmations, Statements and Other Reports to Contract Owners

Confirmations will be sent out for unscheduled Purchase Payments and transfers, unscheduled partial withdrawals, a full withdrawal and optional living benefit rider Automatic Resets. Periodically, we will send you a statement that provides certain information pertinent to your Contract. These statements disclose Contract Value, Subaccount values, 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 investment program, portfolio rebalancing, and 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. You may also access these statements online.

If you suspect an error on a confirmation or quarterly statement, you must notify us in writing as soon as possible to ensure proper accounting to your Contract. When you write, tell us your name, contract number and a description of the suspected error. We assume transactions are accurate unless you notify us otherwise within 30 calendar days of receiving the transaction confirmation or, if the transaction is first confirmed on the quarterly statement, within 30 calendar days of receiving the quarterly statement. All transactions are deemed final and may not be changed after the applicable 30 calendar day period.

You will also be sent an annual and semi-annual report (shareholder reports) for the Funds and a list of the securities held in each Portfolio of the Funds, as required by the 1940 Act; or more frequently if required by law.

Contract Owner Mailings. To help reduce expenses, environmental waste and the volume of mail you receive, only one copy of Contract Owner documents (such as the prospectus, supplements, announcements, and each annual and semi-annual report) may be mailed to Contract Owners who share the same household address (Householding). If you are already participating, you may opt out by contacting us. Please allow 30 calendar days for regular delivery to resume. You may also elect to participate in Householding by writing or calling us. The current documents are available on our website any time or an individual copy of any of these documents may be requested – see the last page of this Prospectus for more information.

Cybersecurity

Our business is highly dependent upon the effective operation of our computer systems and those of our business partners. As a result, our business is potentially susceptible to operational and information security risks associated with the technologies, processes and practices designed to protect networks, systems, computers, programs and data from attack, damage or unauthorized access. These risks include, among other things, the theft, loss, misuse, corruption and destruction of data maintained online or digitally, denial of service on websites and other operational disruption, and unauthorized release of confidential customer information. Cyber-attacks affecting us, any third party administrator, the underlying Funds, intermediaries, and other affiliated or third-party service providers may adversely affect us and your Contract Value. For instance, cyber-attacks may interfere with contract transaction processing, including the processing of orders from our website or with the underlying Funds; impact our ability to calculate Accumulated Unit Values, Subaccount Unit Values or an underlying Fund to calculate a net asset value; cause the release and possible destruction of confidential customer or business information; impede order processing; subject us and/or our service providers and intermediaries to regulatory fines and financial losses; and/or cause reputational damage. Cybersecurity risks may also impact the issuers of securities in which the underlying Funds invest, which may cause the Funds underlying your Contract to lose value. The constant change in technologies and increased sophistication and activities of hackers and others, continue to pose new and significant cybersecurity threats. While measures have been developed that are designed to reduce cybersecurity risks, there can be no guarantee or assurance that we, the underlying Funds, or our service providers will not suffer losses affecting your Contract due to cyber-attacks or information security breaches in the future.

Distribution Arrangements

We and PSD, our broker-dealer and subsidiary, entered into a selling agreement with Schwab. The contracts are sold exclusively through Schwab and Schwab is not affiliated with us or PSD. PSD and Schwab are registered as broker-dealers with the SEC and are members of The Financial Industry Regulatory Authority (“FINRA”). Schwab is a subsidiary of The Charles Schwab Corporation and

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an affiliate of CSIM, the investment adviser for the Schwab Annuity Portfolios and the Schwab ETFs including certain ETFs in which the Schwab Annuity Portfolios will invest.

PSD pays Schwab compensation for the promotion and sale of the Contracts. The individual Schwab investment professional who sells you a Contract typically will receive a portion of the compensation under the Schwab investment professional’s own arrangement with Schwab. PSD pays Schwab an annual trail commission of 0.20% of the Account Value considered in connection with the trail commission.

Additional Compensation and Revenue Sharing

To the extent permitted by SEC and FINRA rules and other applicable laws and regulations, Schwab may receive additional payments in the form of cash, other special compensation or reimbursement of expenses, sometimes called “revenue sharing”, as mutually agreed to by PSD and Schwab. These additional compensation or reimbursement arrangements may include, for example, payments in connection with the firm’s “due diligence” examination of the contracts, payments for providing conferences or seminars, sales or training programs for invited Schwab investment professionals and other employees, payments for travel expenses, including lodging, incurred by Schwab investment professionals and other employees for such seminars or training programs, seminars for the public, advertising and sales campaigns regarding the Contracts, and payments to assist a firm in connection with its administrative systems, operations and marketing expenses and/or other events or activities sponsored by the firms. Subject to applicable FINRA rules and other applicable laws and regulations, PSD and its affiliates may contribute to, as well as sponsor, various educational programs, sales contests and/or promotions in which participating firms and their salespersons may receive prizes such as merchandise, cash, or other awards. Such additional compensation may give us greater access to Schwab investment professionals that receive such compensation or may otherwise influence the way that Schwab markets the Contracts.

These arrangements may not be applicable to all firms, and the terms of such arrangements may differ between firms. Any such compensation will not result in any additional direct charge to you by us.

The compensation and other benefits provided by PSD or its affiliates may be more or less than the overall compensation on similar or other products. This may influence your Schwab investment professional or Schwab to present this Contract over other investment vehicles available in the marketplace. You may ask your Schwab investment professional about these differing and divergent interests, how he/she is personally compensated and how Schwab is compensated for soliciting applications for the Contract.

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, we want 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.

State Considerations

Certain Contract features described in this Prospectus may vary or may not be available in your state. The state in which your Contract is issued governs whether or not certain features, Riders, charges or fees are available or will vary under your Contract. These variations are reflected in your Contract and in Riders or Endorsements to your Contract. See your Schwab investment professional or contact us for specific information that may be applicable to your state.

California Applicants Age 60 or Older

For residents of the state of California 60 years of age or older, the Free Look period is a 30-day period beginning on the calendar day you receive your Contract. If you are a California applicant age 60 or older, you must elect, at the time you apply for your Contract, to receive a return of either your Purchase Payments or your Contract Value proceeds if you exercise your Right to Cancel and return your Contract to us.

If you elect to receive the return of Purchase Payments option, the following will apply:

·We will allocate all or any portion of any Purchase Payment designated for any Variable Investment Option to the Schwab Government Money Market Subaccount until the Free Look Transfer Date. The Free Look Transfer Date is 30 calendar days from the Contract Date. On the Free Look Transfer Date, we will automatically transfer your Schwab Government Money Market Subaccount Value according to the instructions on your application, or your most recent instruction, if any. This automatic transfer to the Variable Investment Options according to your initial allocation instruction is excluded from the Transfer limitations. See HOW YOUR PURCHASE PAYMENTS ARE ALLOCATED – Transfers and Market-timing Restrictions.

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·If you specifically instruct us to allocate all or any portion of any additional Purchase Payments we receive to any Variable Investment Option other than the Schwab Government Money Market Subaccount before the Free Look Transfer Date, you will automatically change your election to the return of your Contract Value proceeds option. This will automatically cancel your election of the “return of Purchase Payments” option for the entire Contract.

·If you request a transfer of all or any portion of your Contract Value from the Schwab Government Money Market Subaccount to any other Variable Investment Option before the Free Look Transfer Date, you will automatically change your election to the return of your Contract Value proceeds option. This will automatically cancel your election of the “return of Purchase Payments” option for the entire Contract.

·If you exercise your Right to Cancel, we will send you your Purchase Payments.

If you elect the return of Contract Value proceeds option, the following will apply:

·We will immediately allocate any Purchase Payments we receive to the Investment Options you select on your application or your most recent instructions, if any.

·If you exercise your Right to Cancel, we will send you your Contract Value proceeds described in the Right to Cancel (“Free Look”) section of this prospectus.

·Once you elect this option, it may not be changed.

Financial Statements

Pacific Life’s financial statements and the financial statements of Separate Account A are contained in the Statement of Additional Information.

Rule 12h-7 Representation

In reliance on the exemption provided by Rule 12h-7 of the Securities Exchange Act of 1934 (“34 Act”), we do not intend to file periodic reports as required under the 34 Act.

THE GENERAL ACCOUNT

We manage our General Account assets, subject to investment policies, objectives, directions, and guidelines established by our Board. You will not share in the investment experience of General Account assets. Unlike the Separate Account, the General Account is subject to liabilities arising from any of our other business. Any guarantees provided for under the contract or through optional riders are backed by Pacific Life’s financial strength and claims-paying ability. You must look to the strength of the insurance company with regard to such guarantees. Payments (including fixed annuity payments), withdrawals or transfers from the General Account (including any fixed-rate General Account Investment Option) may be delayed for up to six months after the request is effective.

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CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

PERFORMANCE

Total Returns

Yields

Performance Comparisons and Benchmarks

Power of Tax Deferral

DISTRIBUTION OF THE CONTRACTS

Pacific Select Distributors, LLC (PSD)

THE CONTRACTS AND THE SEPARATE ACCOUNT

Calculating Subaccount Unit Values

Corresponding Dates

Age and Sex of Annuitant

Systematic Transfer Program

Pre-Authorized Withdrawals

More on Federal Tax Issues

Safekeeping of Assets

FINANCIAL STATEMENTS

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND INDEPENDENT AUDITORS

You can receive a copy of the Schwab Retirement Income Variable Annuity SAI without charge by calling us at (800) 722-4448. Schwab investment professionals may call us at (800) 610-4823.

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APPENDIX A:

GUARANTEED LIFETIME WITHDRAWAL BENEFIT (SINGLE)
SAMPLE CALCULATIONS

The examples provided are based on certain hypothetical assumptions and are for example purposes only. Where Contract Value is reflected, the examples do not assume any specific return percentage. The examples have been provided to assist in understanding the benefits provided by this Rider and to demonstrate how Purchase Payments received and withdrawals made from the Contract prior to the Annuity Date affect the values and benefits under this Rider over an extended period of time. There may be minor differences in the calculations due to rounding. These examples are not intended to serve as projections of future investment returns nor are they a reflection of how your Contract will actually perform.

Example #1 – Setting of Initial Values.

The values shown below are based on the following assumptions:

·Initial Purchase Payment = $100,000

·Rider Effective Date = Contract Date

·Every Owner and Annuitant is 65 years old.

	Purchase Payment	Withdrawal	Contract Value	Protected Payment Base	Protected Payment Amount
Rider Effective Date	$100,000		$100,000	$100,000	$5,000

On the Rider Effective Date, the initial values are set as follows:

·Protected Payment Base = Initial Purchase Payment = $100,000

·Protected Payment Amount = 5% of Protected Payment Base = $5,000

Example #2 – Subsequent Purchase Payment.

The values shown below are based on the following assumptions:

·Initial Purchase Payment = $100,000

·Rider Effective Date = Contract Date

·Every Owner and Annuitant is 65 years old.

·A subsequent Purchase Payment of $100,000 is received during Contract Year 1.

·No withdrawals taken.

·Automatic Reset at Beginning of Contract Year 2.

·Each Contract Anniversary referenced in the table represents the first calendar day of the applicable Contract Year.

	Purchase Payment	Withdrawal	Contract Value	Protected Payment Base	Protected Payment Amount
Rider Effective Date	$100,000		$100,000	$100,000	$5,000
Activity	$100,000		$200,000	$200,000	$10,000
Year 2 Contract Anniversary	(Prior to Automatic Reset)		$207,000	$200,000	$10,000
Year 2 Contract Anniversary	(After Automatic Reset)		$207,000	$207,000	$10,350

Immediately after the $100,000 subsequent Purchase Payment during Contract Year 1, the Protected Payment Base is increased by the Purchase Payment amount to $200,000 ($100,000 + $100,000). The Protected Payment Amount after the Purchase Payment is equal to $10,000 (5% of the Protected Payment Base after the Purchase Payment).

An automatic reset takes place at Year 2 Contract Anniversary, since the Contract Value ($207,000) is higher than the Protected Payment Base ($200,000). This resets the Protected Payment Base to $207,000 and the Protected Payment Amount to $10,350 (5% x $207,000).

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In addition to Purchase Payments, the Contract Value is further subject to increases and/or decreases during each Contract Year as a result of charges, fees and other deductions, and increases and/or decreases in the investment performance of the Variable Account.

Example #3 – Withdrawal Not Exceeding Protected Payment Amount.

The values shown below are based on the following assumptions:

·Initial Purchase Payment = $100,000

·Rider Effective Date = Contract Date

·Every Owner and Annuitant is 65 years old.

·A subsequent Purchase Payment of $100,000 is received during Contract Year 1.

·A withdrawal lower than the Protected Payment Amount is taken during Contract Year 2.

·Contract Value immediately before withdrawal = $221,490.

·Automatic Resets at Beginning of Contract Years 2 and 3.

·Each Contract Anniversary referenced in the table represents the first calendar day of the applicable Contract Year.

	Purchase Payment	Withdrawal	Contract Value	Protected Payment Base	Protected Payment Amount
Rider Effective Date	$100,000		$100,000	$100,000	$5,000
Activity	$100,000		$200,000	$200,000	$10,000
Year 2 Contract Anniversary	(Prior to Automatic Reset)		$207,000	$200,000	$10,000
Year 2 Contract Anniversary	(After Automatic Reset)		$207,000	$207,000	$10,350
Activity		$5,000	$216,490 (after $5,000 withdrawal)	$207,000	$5,350
Year 3 Contract Anniversary	(Prior to Automatic Reset)		$216,490	$207,000	$10,350
Year 3 Contract Anniversary	(After Automatic Reset)		$216,490	$216,490	$10,825

For an explanation of the values and activities at the start of and during Contract Year 1, refer to Examples #1 and #2.

An automatic reset takes place at Year 2 Contract Anniversary, since the Contract Value ($207,000) is higher than the Protected Payment Base ($200,000). This reset increases the Protected Payment Base to $207,000 and the Protected Payment Amount to $10,350 (5% × $207,000).

Because the $5,000 withdrawal during Contract Year 2 did not exceed the $10,350 Protected Payment Amount immediately prior to the withdrawal, the Protected Payment Base remains unchanged.

At Year 3 Contract Anniversary, since the Protected Payment Base was less than the Contract Value on that Contract Anniversary (see balances at Year 3 Contract Anniversary – Prior to Automatic Reset), an automatic reset occurs which increases the Protected Payment Base to an amount equal to 100% of the Contract Value (see balances at Year 3 Contract Anniversary – After Automatic Reset). As a result, the Protected Payment Amount after the automatic reset at the Year 3 Contract Anniversary is equal to $10,825 (5% of the reset Protected Payment Base).

Example #4 – Withdrawal Exceeding Protected Payment Amount.

The values shown below are based on the following assumptions:

·Initial Purchase Payment = $100,000

·Rider Effective Date = Contract Date

·Every Owner and Annuitant is 65 years old.

·A subsequent Purchase Payment of $100,000 is received during Contract Year 1.

·A withdrawal greater than the Protected Payment Amount is taken during Contract Year 2.

·Contract Value immediately before withdrawal = $195,000.

·Automatic Resets at Beginning of Contract Years 2 and 3.

·Each Contract Anniversary referenced in the table represents the first calendar day of the applicable Contract Year.

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	Purchase Payment	Withdrawal	Contract Value	Protected Payment Base	Protected Payment Amount
Rider Effective Date	$100,000		$100,000	$100,000	$5,000
Activity	$100,000		$200,000	$200,000	$10,000
Year 2 Contract Anniversary	(Prior to Automatic Reset)		$207,000	$200,000	$10,000
Year 2 Contract Anniversary	(After Automatic Reset)		$207,000	$207,000	$10,350
Activity		$30,000	$165,000 (after $30,000 withdrawal)	$184,975	$0
Year 3 Contract Anniversary	(Prior to Automatic Reset)		$192,000	$184,975	$9,249
Year 3 Contract Anniversary	(After Automatic Reset)		$192,000	$192,000	$9,600

For an explanation of the values and activities at the start of and during Contract Year 1, refer to Examples #1 and #2.

Because the $30,000 withdrawal during Contract Year 2 exceeds the $10,350 Protected Payment Amount immediately prior to the withdrawal, the Protected Payment Base immediately after the withdrawal will be reduced based on the following calculation:

First, determine the excess withdrawal amount, which is the total withdrawal amount less the Protected Payment Amount: $30,000 – $10,350 = $19,650.

Second, determine the reduction percentage by dividing the excess withdrawal amount computed above by the difference between the Contract Value and the Protected Payment Amount immediately before the withdrawal: $19,650 ÷ ($195,000 – $10,350) = 0.1064 or 10.64%.

Third, determine the new Protected Payment Base by reducing the Protected Payment Base immediately prior to the withdrawal by the percentage computed above: $207,000 – ($207,000 × 10.64%) = $184,975.

The Protected Payment Amount immediately after the withdrawal is equal to $0. This amount is determined by multiplying the Protected Payment Base before the withdrawal by 5% and then subtracting all of the withdrawals made during that Contract Year:
(5% × $207,000) – $30,000 = -$19,650 or $0, since the Protected Payment Amount can’t be less than zero.

At Year 3 Contract Anniversary, since the Protected Payment Base was less than the Contract Value on that Contract Anniversary, an automatic reset occurs that increases the Protected Payment Base to an amount equal to 100% of the Contract Value on that date. (Compare the balances at Year 3 Contract Anniversary Prior to and After Automatic Reset).

Example #5 – Early Withdrawal.

The values shown below are based on the following assumptions:

·Initial Purchase Payment = $100,000

·Rider Effective Date = Contract Date

·Every Owner and Annuitant is 62 years old.

·A subsequent Purchase Payment of $100,000 is received during Contract Year 1.

·A withdrawal greater than the Protected Payment Amount is taken during Contract Year 2.

·Contract Value immediately before withdrawal = $221,490.

·Automatic Resets at Beginning of Contract Years 2, 3 and 4.

·Each Contract Anniversary referenced in the table represents the first calendar day of the applicable Contract Year.

	Purchase Payment	Withdrawal	Contract Value	Protected Payment Base	Protected Payment Amount
Rider Effective Date	$100,000		$100,000	$100,000	$0
Activity	$100,000		$200,000	$200,000	$0
Year 2 Contract Anniversary	(Prior to Automatic Reset)		$207,000	$200,000	$0
Year 2 Contract Anniversary	(After Automatic Reset)		$207,000	$207,000	$0
Activity		$25,000	$196,490 (after $25,000 withdrawal)	$182,000	$0

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	Purchase Payment	Withdrawal	Contract Value	Protected Payment Base	Protected Payment Amount
Year 3 Contract Anniversary	(Prior to Automatic Reset)		$196,490	$182,000	$0
Year 3 Contract Anniversary	(After Automatic Reset)		$196,490	$196,490	$0
Year 4 Contract Anniversary	(Prior to Automatic Reset)		$205,000	$196,490	$0
Year 4 Contract Anniversary	(After Automatic Reset)		$205,000	$205,000	$10,250

For an explanation of the values and activities at the start of and during Contract Year 1, refer to Examples #1 and #2.

Because the $25,000 withdrawal during Contract Year 2 exceeds the $0 Protected Payment Amount immediately prior to the withdrawal, the Protected Payment Base immediately after the withdrawal will be reduced based on the following calculation:

First, determine the early withdrawal amount. The early withdrawal amount is the total withdrawal amount of $25,000.

Second, determine the reduction percentage by dividing the early withdrawal amount determined by the Contract Value prior to the withdrawal: $25,000 ÷ $221,490 = 0.1129 or 11.29%.

Third, determine the new Protected Payment Base by reducing the Protected Payment Base immediately prior to the withdrawal by the greater of (a) the total withdrawal amount ($25,000) and (b) the reduction percentage ($207,000 × 11.29%) = $23,370. Since $25,000 is greater than $23,370, the new Protected Payment Base is computed by subtracting $25,000 from the prior Protected Payment Base: $207,000 – $25,000 = $182,000.

At Year 3 Contract Anniversary, since the Protected Payment Base was less than the Contract Value on that Contract Anniversary, an Automatic Reset occurs which increases the Protected Payment Base to an amount equal to 100% of the Contract Value (compare balances at Year 3 Contract Anniversary – Prior to and After Automatic Reset). The Protected Payment Amount remains at $0 since the oldest Owner (youngest Annuitant for Non-Natural Owner or if this Rider is issued in California or Connecticut) has not reached age 65.

At Year 4 Contract Anniversary, since the Protected Payment Base was less than the Contract Value on that Contract Anniversary, an Automatic Reset occurs which increases the Protected Payment Base to an amount equal to 100% of the Contract Value (compare balances at Year 4 Contract Anniversary – Prior to and After Automatic Reset). The Protected Payment Amount is set to $10,250 (5% × $205,000) since the oldest Owner (youngest Annuitant for Non-Natural Owner or if this Rider is issued in California or Connecticut) reached age 65.

Example #6 – RMD Withdrawals.

This is an example of the effect of cumulative RMD Withdrawals during the Contract Year that exceed the Protected Payment Amount established for that Contract Year and its effect on the Protected Payment Base. The Annual RMD Amount is based on the entire interest of your Contract as of the previous year-end.

This table assumes quarterly withdrawals of only the Annual RMD Amount during the Contract Year. The calculated Annual RMD amount for the Calendar Year is $7,500 and the Contract Anniversary is May 1 of each year

Activity Date	RMD Withdrawal	Non-RMD Withdrawal	Annual RMD Amount	Protected Payment Base	Protected Payment Amount
05/01/2006 Contract Anniversary				$100,000	$5,000
01/01/2007			$7,500
03/15/2007	$1,875			$100,000	$3,125
05/01/2007 Contract Anniversary				$100,000	$5,000
06/15/2007	$1,875			$100,000	$3,125
09/15/2007	$1,875			$100,000	$1,250
12/15/2007	$1,875			$100,000	$0
01/01/2008			$8,000
03/15/2008	$2,000			$100,000	$0

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Activity Date	RMD Withdrawal	Non-RMD Withdrawal	Annual RMD Amount	Protected Payment Base	Protected Payment Amount
05/01/2008 Contract Anniversary				$100,000	$5,000

Since the RMD Amount for 2008 increases to $8,000, the quarterly withdrawals of the RMD Amount increase to $2,000, as shown by the RMD Withdrawal on March 15, 2008. Because all withdrawals during the Contract Year were RMD Withdrawals, there is no adjustment to the Protected Payment Base for exceeding the Protected Payment Amount. In addition, each contract year the Protected Payment Amount is reduced by the amount of each withdrawal until the Protected Payment Amount is zero.

This chart assumes quarterly withdrawals of the Annual RMD Amount and other non-RMD Withdrawals during the Contract Year. The calculated Annual RMD amount and Contract Anniversary are the same as above.

Activity Date	RMD Withdrawal	Non-RMD Withdrawal	Annual RMD Amount	Protected Payment Base	Protected Payment Amount
05/01/2006 Contract Anniversary			$0	$100,000	$5,000
01/01/2007			$7,500
03/15/2007	$1,875			$100,000	$3,125
04/01/2007		$2,000		$100,000	$1,125
05/01/2007 Contract Anniversary				$100,000	$5,000
06/15/2007	$1,875			$100,000	$3,125
09/15/2007	$1,875			$100,000	$1,250
11/15/2007		$4,000		$96,900	$0

On 3/15/07 there was an RMD Withdrawal of $1,875 and on 4/1/07 a non-RMD Withdrawal of $2,000. Because the total withdrawals during the Contract Year (5/1/06 through 4/30/07) did not exceed the Protected Payment Amount of $5,000 there was no adjustment to the Protected Payment Base. On 5/1/07, the Protected Payment Amount was re-calculated (5% of the Protected Payment Base) as of that Contract Anniversary.

On 11/15/07, there was a non-RMD Withdrawal ($4,000) that caused the cumulative withdrawals during the Contract Year ($7,750) to exceed the Protected Payment Amount ($5,000). As the withdrawal exceeded the Protected Payment Amount immediately prior to the withdrawal ($1,250), and assuming the Contract Value was $90,000 immediately prior to the withdrawal, the Protected Payment Base is reduced to $96,900.

The Values shown below are based on the following assumptions immediately before the excess withdrawal:

·Contract Value = $90,000

·Protected Payment Base = $100,000

·Protected Payment Amount = $1,250

A withdrawal of $4,000 was taken, which exceeds the Protected Payment Amount of $1,250. The Protected Payment Base will be reduced based on the following calculation:

First, determine the excess withdrawal amount. The excess withdrawal amount is the total withdrawal amount less the Protected Payment Amount. Numerically, the excess withdrawal amount is $2,750 (total withdrawal – amount Protected Payment Amount; $4,000 – $1,250 = $2,750).

Second, determine the ratio for the proportionate reduction. The ratio is the excess withdrawal amount determined above divided by (Contract Value – Protected Payment Amount); the calculation is based on the Contract Value and the Protected Payment Amount values immediately before the excess withdrawal. Numerically, the ratio is 3.10% ($2,750 ÷ ($90,000 – $1,250); $2,750 ÷ $88,750 = 0.0310 or 3.10%).

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Third, determine the new Protected Payment Base. The Protected Payment Base will be reduced on a proportionate basis. The Protected Payment Base is multiplied by 1 less the ratio determined above. Numerically, the new Protected Payment Base is $96,900 (Protected Payment Base × (1 – ratio); $100,000 × (1 – 3.10%); $100,000 × 96.90% = $96,900).

Example #7 – Lifetime Income.

The values shown below are based on the following assumptions:

·Initial Purchase Payment = $100,000

·Rider Effective Date = Contract Date

·Every Owner and Annuitant is 65 years old.

·No subsequent Purchase Payments are received.

·Withdrawals, each equal to 5% of the Protected Payment Base are taken each Contract Year.

·No Automatic Reset or Owner-Elected Reset is assumed during the life of the Rider.

·Death occurred during Contract Year 26 after the $5,000 withdrawal was made.

Contract Year	Withdrawal	End of Year Contract Value	Protected Payment Base	Protected Payment Amount
1	$5,000	$96,489	$100,000	$5,000
2	$5,000	$92,410	$100,000	$5,000
3	$5,000	$88,543	$100,000	$5,000
4	$5,000	$84,627	$100,000	$5,000
5	$5,000	$80,662	$100,000	$5,000
6	$5,000	$76,648	$100,000	$5,000
7	$5,000	$72,583	$100,000	$5,000
8	$5,000	$68,467	$100,000	$5,000
9	$5,000	$64,299	$100,000	$5,000
10	$5,000	$60,078	$100,000	$5,000
11	$5,000	$55,805	$100,000	$5,000
12	$5,000	$51,478	$100,000	$5,000
13	$5,000	$47,096	$100,000	$5,000
14	$5,000	$42,660	$100,000	$5,000
15	$5,000	$38,168	$100,000	$5,000
16	$5,000	$33,619	$100,000	$5,000
17	$5,000	$29,013	$100,000	$5,000
18	$5,000	$24,349	$100,000	$5,000
19	$5,000	$19,626	$100,000	$5,000
20	$5,000	$14,844	$100,000	$5,000
21	$5,000	$10,002	$100,000	$5,000
22	$5,000	$5,099	$100,000	$5,000
23	$5,000	$0	$100,000	$5,000
24	$5,000	$0	$100,000	$5,000
25	$5,000	$0	$100,000	$5,000
26	$5,000	$0	$100,000	$5,000

On the Rider Effective Date, the initial values are set as follows:

·Protected Payment Base = Initial Purchase Payment = $100,000

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·Protected Payment Amount = 5% of Protected Payment Base = $5,000

Because the amount of each withdrawal does not exceed the Protected Payment Amount immediately prior to the withdrawal ($5,000), the Protected Payment Base remains unchanged.

Withdrawals of 5% of the Protected Payment Base will continue to be paid each year (even after the Contract Value has been reduced to zero) until the date of death of an Owner or the date of death of the sole surviving Annuitant (death of any Annuitant for Non-Natural Owners), whichever occurs first.

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APPENDIX B:

GUARANTEED LIFETIME WITHDRAWAL BENEFIT (JOINT)
SAMPLE CALCULATIONS

The examples provided are based on certain hypothetical assumptions and are for example purposes only. Where Contract Value is reflected, the examples do not assume any specific return percentage. The examples have been provided to assist in understanding the benefits provided by this Rider and to demonstrate how Purchase Payments received and withdrawals made from the Contract prior to the Annuity Date affect the values and benefits under this Rider over an extended period of time. There may be minor differences in the calculations due to rounding. These examples are not intended to serve as projections of future investment returns nor are they a reflection of how your Contract will actually perform.

Example #1 – Setting of Initial Values.

The values shown below are based on the following assumptions:

·Initial Purchase Payment = $100,000

·Rider Effective Date = Contract Date

·Every Designated Life is 65 years old.

	Purchase Payment	Withdrawal	Contract Value	Protected Payment Base	Protected Payment Amount
Rider Effective Date	$100,000		$100,000	$100,000	$4,500

On the Rider Effective Date, the initial values are set as follows:

·Protected Payment Base = Initial Purchase Payment = $100,000

·Protected Payment Amount = 4.5% of Protected Payment Base = $4,500

Example #2 – Subsequent Purchase Payment.

The values shown below are based on the following assumptions:

·Initial Purchase Payment = $100,000

·Rider Effective Date = Contract Date

·Every Designated Life is 65 years old.

·A subsequent Purchase Payment of $100,000 is received during Contract Year 1.

·No withdrawals taken.

·Automatic Reset at Beginning of Contract Year 2.

·Each Contract Anniversary referenced in the table represents the first calendar day of the applicable Contract Year.

	Purchase Payment	Withdrawal	Contract Value	Protected Payment Base	Protected Payment Amount
Rider Effective Date	$100,000		$100,000	$100,000	$4,500
Activity	$100,000		$200,000	$200,000	$9,000
Year 2 Contract Anniversary	(Prior to Automatic Reset)		$207,000	$200,000	$9,000
Year 2 Contract Anniversary	(After Automatic Reset)		$207,000	$207,000	$9,315

Immediately after the $100,000 subsequent Purchase Payment during Contract Year 1, the Protected Payment Base is increased by the Purchase Payment amount to $200,000 ($100,000 + $100,000). The Protected Payment Amount after the Purchase Payment is equal to $9,000 (4.5% of the Protected Payment Base after the Purchase Payment).

An automatic reset takes place at Year 2 Contract Anniversary, since the Contract Value ($207,000) is higher than the Protected Payment Base ($200,000). This resets the Protected Payment Base to $207,000 and the Protected Payment Amount to $9,315 (4.5% × $207,000).

In addition to Purchase Payments, the Contract Value is further subject to increases and/or decreases during each Contract Year as a result of charges, fees and other deductions, and increases and/or decreases in the investment performance of the Variable Account.

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Example #3 – Withdrawal Not Exceeding Protected Payment Amount.

The values shown below are based on the following assumptions:

·Initial Purchase Payment = $100,000

·Rider Effective Date = Contract Date

·Every Designated Life is 65 years old.

·A subsequent Purchase Payment of $100,000 is received during Contract Year 1.

·A withdrawal lower than the Protected Payment Amount is taken during Contract Year 2.

·Contract Value immediately before withdrawal = $221,490.

·Automatic Resets at Beginning of Contract Years 2 and 3.

·Each Contract Anniversary referenced in the table represents the first calendar day of the applicable Contract Year.

	Purchase Payment	Withdrawal	Contract Value	Protected Payment Base	Protected Payment Amount
Rider Effective Date	$100,000		$100,000	$100,000	$4,500
Activity	$100,000		$200,000	$200,000	$9,000
Year 2 Contract Anniversary	(Prior to Automatic Reset)		$207,000	$200,000	$9,000
Year 2 Contract Anniversary	(After Automatic Reset)		$207,000	$207,000	$9,315
Activity		$5,000	$216,490 (after $5,000 withdrawal)	$207,000	$4,315
Year 3 Contract Anniversary	(Prior to Automatic Reset)		$216,490	$207,000	$9,315
Year 3 Contract Anniversary	(After Automatic Reset)		$216,490	$216,490	$9,742

For an explanation of the values and activities at the start of and during Contract Year 1, refer to Examples #1 and #2.

An automatic reset takes place at Year 2 Contract Anniversary, since the Contract Value ($207,000) is higher than the Protected Payment Base ($200,000). This reset increases the Protected Payment Base to $207,000 and the Protected Payment Amount to $9,315 (4.5% × $207,000).

Because the $5,000 withdrawal during Contract Year 2 did not exceed the $9,315 Protected Payment Amount immediately prior to the withdrawal, the Protected Payment Base remains unchanged.

At Year 3 Contract Anniversary, since the Protected Payment Base was less than the Contract Value on that Contract Anniversary (see balances at Year 3 Contract Anniversary – Prior to Automatic Reset), an automatic reset occurs which increases the Protected Payment Base to an amount equal to 100% of the Contract Value (see balances at Year 3 Contract Anniversary – After Automatic Reset). As a result, the Protected Payment Amount after the automatic reset at the Year 3 Contract Anniversary is equal to $9,742 (4.5% of the reset Protected Payment Base).

Example #4 – Withdrawal Exceeding Protected Payment Amount.

The values shown below are based on the following assumptions:

·Initial Purchase Payment = $100,000

·Rider Effective Date = Contract Date

·Every Designated Life is 65 years old.

·A subsequent Purchase Payment of $100,000 is received during Contract Year 1.

·A withdrawal greater than the Protected Payment Amount is taken during Contract Year 2.

·Contract Value immediately before withdrawal = $195,000.

·Automatic Resets at Beginning of Contract Years 2 and 3.

·Each Contract Anniversary referenced in the table represents the first calendar day of the applicable Contract Year.

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	Purchase Payment	Withdrawal	Contract Value	Protected Payment Base	Protected Payment Amount
Rider Effective Date	$100,000		$100,000	$100,000	$4,500
Activity	$100,000		$200,000	$200,000	$9,000
Year 2 Contract Anniversary	(Prior to Automatic Reset)		$207,000	$200,000	$9,000
Year 2 Contract Anniversary	(After Automatic Reset)		$207,000	$207,000	$9,315
Activity		$30,000	$165,000 (after $30,000 withdrawal)	$183,940	$0
Year 3 Contract Anniversary	(Prior to Automatic Reset)		$192,000	$183,940	$8,277
Year 3 Contract Anniversary	(After Automatic Reset)		$192,000	$192,000	$8,640

For an explanation of the values and activities at the start of and during Contract Year 1, refer to Examples #1 and #2.

Because the $30,000 withdrawal during Contract Year 2 exceeds the $9,315 Protected Payment Amount immediately prior to the withdrawal, the Protected Payment Base immediately after the withdrawal will be reduced based on the following calculation:

First, determine the excess withdrawal amount, which is the total withdrawal amount less the Protected Payment Amount: $30,000 — $9,315 = $20,685.

Second, determine the reduction percentage by dividing the excess withdrawal amount computed above by the difference between the Contract Value and the Protected Payment Amount immediately before the withdrawal: $20,685 ÷ ($195,000 — $9,315) = 0.1114 or 11.14%.

Third, determine the new Protected Payment Base by reducing the Protected Payment Base immediately prior to the withdrawal by the percentage computed above: $207,000 — ($207,000 × 11.14%) = $183,940.

The Protected Payment Amount immediately after the withdrawal is equal to $0. This amount is determined by multiplying the Protected Payment Base before the withdrawal by 4.5% and then subtracting all of the withdrawals made during that Contract Year: (4.5% × $207,000) — $30,000 = -$20,685 or $0, since the Protected Payment Amount can’t be less than zero.

At Year 3 Contract Anniversary, since the Protected Payment Base was less than the Contract Value on that Contract Anniversary, an automatic reset occurs that increases the Protected Payment Base to an amount equal to 100% of the Contract Value on that date. (Compare the balances at Year 3 Contract Anniversary Prior to and After Automatic Reset).

Example #5 – Early Withdrawal.

The values shown below are based on the following assumptions:

·Initial Purchase Payment = $100,000

·Rider Effective Date = Contract Date

·Every Designated Life is 62 years old.

·A subsequent Purchase Payment of $100,000 is received during Contract Year 1.

·A withdrawal greater than the Protected Payment Amount is taken during Contract Year 2.

·Contract Value immediately before withdrawal = $221,490.

·Automatic Resets at Beginning of Contract Years 2, 3 and 4.

·Each Contract Anniversary referenced in the table represents the first calendar day of the applicable Contract Year.

	Purchase Payment	Withdrawal	Contract Value	Protected Payment Base	Protected Payment Amount
Rider Effective Date	$100,000		$100,000	$100,000	$0
Activity	$100,000		$200,000	$200,000	$0
Year 2 Contract Anniversary	(Prior to Automatic Reset)		$207,000	$200,000	$0
Year 2 Contract Anniversary	(After Automatic Reset)		$207,000	$207,000	$0
Activity		$25,000	$196,490 (after $25,000 withdrawal)	$182,000	$0

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	Purchase Payment	Withdrawal	Contract Value	Protected Payment Base	Protected Payment Amount
Year 3 Contract Anniversary	(Prior to Automatic Reset)		$196,490	$182,000	$0
Year 3 Contract Anniversary	(After Automatic Reset)		$196,490	$196,490	$0
Year 4 Contract Anniversary	(Prior to Automatic Reset)		$205,000	$196,490	$0
Year 4 Contract Anniversary	(After Automatic Reset)		$205,000	$205,000	$9,225

For an explanation of the values and activities at the start of and during Contract Year 1, refer to Examples #1 and #2.

Because the $25,000 withdrawal during Contract Year 2 exceeds the $0 Protected Payment Amount immediately prior to the withdrawal, the Protected Payment Base immediately after the withdrawal will be reduced based on the following calculation:

First, determine the early withdrawal amount. The early withdrawal amount is the total withdrawal amount of $25,000.

Second, determine the reduction percentage by dividing the early withdrawal amount determined by the Contract Value prior to the withdrawal: $25,000 ÷ $221,490 = 0.1129 or 11.29%.

Third, determine the new Protected Payment Base by reducing the Protected Payment Base immediately prior to the withdrawal by the greater of (a) the total withdrawal amount ($25,000) and (b) the reduction percentage ($207,000 × 11.29%) = $23,370. Since $25,000 is greater than $23,370, the new Protected Payment Base is computed by subtracting $25,000 from the prior Protected Payment Base: $207,000 — $25,000 = $182,000.

At Year 3 Contract Anniversary, since the Protected Payment Base was less than the Contract Value on that Contract Anniversary, an Automatic Reset occurs which increases the Protected Payment Base to an amount equal to 100% of the Contract Value (compare balances at Year 3 Contract Anniversary – Prior to and After Automatic Reset). The Protected Payment Amount remains at $0 since the youngest Designated Life has not reached age 65.

At Year 4 Contract Anniversary, since the Protected Payment Base was less than the Contract Value on that Contract Anniversary, an Automatic Reset occurs which increases the Protected Payment Base to an amount equal to 100% of the Contract Value (compare balances at Year 4 Contract Anniversary – Prior to and After Automatic Reset). The Protected Payment Amount is set to $9,225 (4.5% × $205,000) since the youngest Designated Life reached age 65.

Example #6 – RMD Withdrawals.

This is an example of the effect of cumulative RMD Withdrawals during the Contract Year that exceed the Protected Payment Amount established for that Contract Year and its effect on the Protected Payment Base. The Annual RMD Amount is based on the entire interest of your Contract as of the previous year-end.

This table assumes quarterly withdrawals of only the Annual RMD Amount during the Contract Year. The calculated Annual RMD amount for the Calendar Year is $7,500 and the Contract Anniversary is May 1 of each year

Activity Date	RMD Withdrawal	Non-RMD Withdrawal	Annual RMD Amount	Protected Payment Base	Protected Payment Amount
05/01/2006 Contract Anniversary				$100,000	$4,500
01/01/2007			$7,500
03/15/2007	$1,875			$100,000	$2,625
05/01/2007 Contract Anniversary				$100,000	$4,500
06/15/2007	$1,875			$100,000	$2,625
09/15/2007	$1,875			$100,000	$750
12/15/2007	$1,875			$100,000	$0
01/01/2008			$8,000
03/15/2008	$2,000			$100,000	$0
05/01/2008 Contract Anniversary				$100,000	$4,500

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Since the RMD Amount for 2008 increases to $8,000, the quarterly withdrawals of the RMD Amount increase to $2,000, as shown by the RMD Withdrawal on March 15, 2008. Because all withdrawals during the Contract Year were RMD Withdrawals, there is no adjustment to the Protected Payment Base for exceeding the Protected Payment Amount. In addition, each contract year the Protected Payment Amount is reduced by the amount of each withdrawal until the Protected Payment Amount is zero.

This chart assumes quarterly withdrawals of the Annual RMD Amount and other non-RMD Withdrawals during the Contract Year. The calculated Annual RMD amount and Contract Anniversary are the same as above.

Activity Date	RMD Withdrawal	Non-RMD Withdrawal	Annual RMD Amount	Protected Payment Base	Protected Payment Amount
05/01/2006 Contract Anniversary			$0	$100,000	$4,500
01/01/2007			$7,500
03/15/2007	$1,875			$100,000	$2,625
04/01/2007		$2,000		$100,000	$625
05/01/2007 Contract Anniversary				$100,000	$4,500
06/15/2007	$1,875			$100,000	$2,625
09/15/2007	$1,875			$100,000	$750
11/15/2007		$4,000		$96,360	$0

On 3/15/07 there was an RMD Withdrawal of $1,875 and on 4/1/07 a non-RMD Withdrawal of $2,000. Because the total withdrawals during the Contract Year (5/1/06 through 4/30/07) did not exceed the Protected Payment Amount of $4,500 there was no adjustment to the Protected Payment Base. On 5/1/07, the Protected Payment Amount was re-calculated (4.5% of the Protected Payment Base) as of that Contract Anniversary.

On 11/15/07, there was a non-RMD Withdrawal ($4,000) that caused the cumulative withdrawals during the Contract Year ($7,750) to exceed the Protected Payment Amount ($4,500). As the withdrawal exceeded the Protected Payment Amount immediately prior to the withdrawal ($750), and assuming the Contract Value was $90,000 immediately prior to the withdrawal, the Protected Payment Base is reduced to $96,360.

The Values shown below are based on the following assumptions immediately before the excess withdrawal:

·Contract Value = $90,000

·Protected Payment Base = $100,000

·Protected Payment Amount = $750

A withdrawal of $4,000 was taken, which exceeds the Protected Payment Amount of $750. The Protected Payment Base will be reduced based on the following calculation:

First, determine the excess withdrawal amount. The excess withdrawal amount is the total withdrawal amount less the Protected Payment Amount. Numerically, the excess withdrawal amount is $3,250 (total withdrawal amount — Protected Payment Amount; $4,000 — $750 = $3,250).

Second, determine the ratio for the proportionate reduction. The ratio is the excess withdrawal amount determined above divided by (Contract Value — Protected Payment Amount); the calculation is based on the Contract Value and the Protected Payment Amount values immediately before the excess withdrawal. Numerically, the ratio is 3.64% ($3,250 ÷ ($90,000 — $750); $3,250 ÷ $89,250 = 0.0364 or 3.64%).

Third, determine the new Protected Payment Base. The Protected Payment Base will be reduced on a proportionate basis. The Protected Payment Base is multiplied by 1 less the ratio determined above. Numerically, the new Protected Payment Base is $96,360 (Protected Payment Base × (1 — ratio); $100,000 × (1 — 3.64%); $100,000 × 96.36% = $96,360).

Example #7 – Lifetime Income.

The values shown below are based on the following assumptions:

·Initial Purchase Payment = $100,000

·Rider Effective Date = Contract Date

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·Every Owner and Annuitant is 65 years old.

·No subsequent Purchase Payments are received.

·Withdrawals, each equal to 4.5% of the Protected Payment Base are taken each Contract Year.

·No Automatic Reset or Owner-Elected Reset is assumed during the life of the Rider.

·Death occurred during Contract Year 26 after the $4,500 withdrawal was made.

Contract Year	Withdrawal	End of Year Contract Value	Protected Payment Base	Protected Payment Amount
1	$4,500	$96,489	$100,000	$4,500
2	$4,500	$92,410	$100,000	$4,500
3	$4,500	$88,543	$100,000	$4,500
4	$4,500	$84,627	$100,000	$4,500
5	$4,500	$80,662	$100,000	$4,500
6	$4,500	$76,648	$100,000	$4,500
7	$4,500	$72,583	$100,000	$4,500
8	$4,500	$68,467	$100,000	$4,500
9	$4,500	$64,299	$100,000	$4,500
10	$4,500	$60,078	$100,000	$4,500
11	$4,500	$55,805	$100,000	$4,500
12	$4,500	$51,478	$100,000	$4,500
13	$4,500	$47,096	$100,000	$4,500
Activity (Death of first Designated Life) 14	$4,500	$42,660	$100,000	$4,500
15	$4,500	$38,168	$100,000	$4,500
16	$4,500	$33,619	$100,000	$4,500
17	$4,500	$29,013	$100,000	$4,500
18	$4,500	$24,349	$100,000	$4,500
19	$4,500	$19,626	$100,000	$4,500
20	$4,500	$14,844	$100,000	$4,500
21	$4,500	$10,002	$100,000	$4,500
22	$4,500	$5,099	$100,000	$4,500
23	$4,500	$0	$100,000	$4,500
24	$4,500	$0	$100,000	$4,500
25	$4,500	$0	$100,000	$4,500
26	$4,500	$0	$100,000	$4,500

On the Rider Effective Date, the initial values are set as follows:

·Protected Payment Base = Initial Purchase Payment = $100,000

·Protected Payment Amount = 4.5% of Protected Payment Base = $4,500

Because the amount of each withdrawal does not exceed the Protected Payment Amount immediately prior to the withdrawal ($4,500), the Protected Payment Base remains unchanged.

During Contract Year 13, the death of the first Designated Life occurred. Withdrawals of the Protected Payment Amount (4.5% of the Protected Payment Base) will continue to be paid each year (even after the Contract Value was reduced to zero) until the Rider terminates.

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If there was a change in Owner, Beneficiary or marital status prior to the death of the first Designated Life that resulted in the surviving Designated Life (spouse) to become ineligible for lifetime income benefits, then the lifetime income benefits under the Rider would not continue for the surviving Designated Life and the Rider would terminate upon the death of the first Designated Life.

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APPENDIX C:

RETURN OF PURCHASE PAYMENTS DEATH BENEFIT AND

STEPPED-UP DEATH BENEFIT SAMPLE CALCULATIONS

The examples provided are based on certain hypothetical assumptions and are for example purposes only. Where Contract Value is reflected, the examples do not assume any specific return percentage. They have been provided to assist in understanding the death benefit amount provided under the optional Return of Purchase Payments, the optional Stepped-Up Death Benefit, and to demonstrate how Purchase Payments and withdrawals made from the Contract may affect the values and benefits. There may be minor differences in the calculations due to rounding. These examples are not intended to reflect what your actual death benefit proceeds will be or serve as projections of future investment returns nor are they a reflection of how your Contract will actually perform.

Under the base Contract (no optional death benefit riders selected), the Death Benefit Amount is equal to the Contract Value.

THE EXAMPLES BELOW ASSUME NO OWNER CHANGE OR AN OWNER CHANGE TO THE PREVIOUS OWNER’S SPOUSE

Return of Purchase Payments Death Benefit

The values shown below are based on the following assumptions:

·Initial Purchase Payment = $100,000

·Rider Effective Date = Contract Date

·A subsequent Purchase Payment of $25,000 is received in Contract Year 3.

·A withdrawal of $35,000 is taken during Contract Year 6.

·A withdrawal of $10,000 is taken during Contract Year 11.

Beginning of Contract Year	Purchase Payments Received	Withdrawal Amount	Contract Value1	Total Adjusted Purchase Payments1
1	$100,000		$100,000	$100,000
2			$103,000	$100,000
3			$106,090	$100,000
Activity	$25,000		$133,468	$125,000
4			$134,458	$125,000
5			$138,492	$125,000
6			$142,647	$125,000
Activity		$35,000	$110,844	$95,000
7			$111,666	$95,000
8			$103,850	$95,000
9			$96,580	$95,000
10			$89,820	$95,000
11			$83,530	$95,000
Activity		$10,000	$73,530	$83,629
12			$68,383	$83,629
13			$63,596	$83,629
14 Death Occurs			$59,144	$83,629

¹The greater of the Contract Value or the Total Adjusted Purchase Payments represents the Death Benefit Amount.

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On the Rider Effective Date, the initial values are set as follows:

·Total Adjusted Purchase Payment = Initial Purchase Payment = $100,000

·Contract Value = Initial Purchase Payment = $100,000

During Contract Year 3, an additional Purchase Payment of $25,000 was made. The Total Adjusted Purchase Payment amount increased to $125,000. The Contract Value increased to $133,468.

During Contract Year 6, a withdrawal of $35,000 was made. This withdrawal reduced the Total Adjusted Purchase Payment amount on a pro rata basis to $95,000 and decreased the Contract Value to $110,844. Numerically, the new Total Adjusted Purchase Payment amount is calculated as follows:

First, determine the Pro Rata Reduction. The percentage is the withdrawal amount divided by the Contract Value prior to the withdrawal ($145,844, which equals the $110,844 Contract Value after the withdrawal plus the $35,000 withdrawal amount). Numerically, the percentage is 24.00% ($35,000 ÷ $145,844 = 0.2400 or 24.00%).

Second, determine the new Total Adjusted Purchase Payment amount. The Total Adjusted Purchase Payment amount prior to the withdrawal is multiplied by 1 less the Pro Rata Reduction determined above. Numerically, the new Total Adjusted Purchase Payment amount is $95,000 (Total Adjusted Purchase Payment amount prior to the withdrawal × (1 — Pro Rata Reduction); $125,000 × (1 — 24.00%); $125,000 × 76.00% = $95,000).

During Contract Year 11, a withdrawal of $10,000 was made. This withdrawal reduced the Total Adjusted Purchase Payment amount on a pro rata basis to $83,629 and decreased the Contract Value to $73,530. Numerically, the new Total Adjusted Purchase Payment amount is calculated as follows:

First, determine the Pro Rata Reduction. The percentage is the withdrawal amount divided by the Contract Value prior to the withdrawal ($83,530, which equals the $73,530 Contract Value after the withdrawal plus the $10,000 withdrawal amount). Numerically, the percentage is 11.97% ($10,000 ÷ $83,530 = 0.1197 or 11.97%).

Second, determine the new Total Adjusted Purchase Payment amount. The Total Adjusted Purchase Payment amount prior to the withdrawal is multiplied by 1 less the Pro Rata Reduction determined above. Numerically, the new Total Adjusted Purchase Payment amount is $83,629 (Total Adjusted Purchase Payment prior to the withdrawal × (1 — Pro Rata Reduction); $95,000 × (1 — 11.97%); $95,000 × 88.03% = $83,629).

During Contract Year 14, death occurs. The Death Benefit Amount under the Return of Purchase Payments Death Benefit will be the Total Adjusted Purchase Payments ($83,629) because that amount is greater than the Contract Value ($59,144).

Using the table above, if death occurred in Contract Year 7, the Death Benefit Amount under the Return of Purchase Payments Death Benefit would be the Contract Value ($111,666) because that amount is greater than the Total Adjusted Purchase Payment of $95,000.

Stepped-Up Death Benefit

·Initial Purchase Payment = $100,000

·Rider Effective Date = Contract Date

·A subsequent Purchase Payment of $25,000 is received in Contract Year 3.

·A withdrawal of $35,000 is taken during Contract Year 6.

·Annual Step-Ups occur on each of the first 7 Contract Anniversaries.

Beginning of Contract Year	Purchase Payments Received	Withdrawal Amount	Contract Value1	Total Adjusted Purchase Payments1	Guaranteed Minimum (Stepped-Up) Death Benefit Amount
1	$100,000		$100,000	$100,000	$100,000
2			$103,000	$100,000	$103,000
3			$106,090	$100,000	$106,090
Activity	$25,000		$133,468	$125,000	$131,090
4			$134,458	$125,000	$134,458
5			$138,492	$125,000	$138,492
6			$142,647	$125,000	$142,647
Activity		$35,000	$110,844	$95,000	$108,412

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Beginning of Contract Year	Purchase Payments Received	Withdrawal Amount	Contract Value1	Total Adjusted Purchase Payments1	Guaranteed Minimum (Stepped-Up) Death Benefit Amount
7			$111,666	$95,000	$111,666
8			$103,850	$95,000	$111,666
9			$96,580	$95,000	$111,666
Death Occurs			$89,820	$95,000	$111,666

¹ The greater of the Contract Value or the Total Adjusted Purchase Payments represents the Death Benefit Amount.

On the Rider Effective Date, the initial values are set as follows:

·Total Adjusted Purchase Payment = Initial Purchase Payment = $100,000

·Guaranteed Minimum (Stepped-Up) Death Benefit Amount = Initial Purchase Payment = $100,000

·Contract Value = Initial Purchase Payment = $100,000

During Contract Year 3, an additional Purchase Payment of $25,000 was made. This results in an increase in the Total Adjusted Purchase Payment amount to $125,000. The Contract Value increased to $133,468 and the Guaranteed Minimum (Stepped-Up) Death Benefit Amount increased to $131,090.

During Contract Year 6, a withdrawal of $35,000 was made. This withdrawal reduced the Total Adjusted Purchase Payment amount on a pro rata basis to $95,000 and decreased the Contract Value to $110,844. In addition, the Guaranteed Minimum (Stepped-Up) Death Benefit Amount was reduced on a pro rata basis to $108,412. Numerically, the new Total Adjusted Purchase Payment and Guaranteed Minimum (Stepped-Up) Death Benefit Amount is calculated as follows:

First, determine the Pro Rata Reduction. The percentage is the withdrawal amount divided by the Contract Value prior to the withdrawal ($145,844, which equals the $110,844 Contract Value after the withdrawal plus the $35,000 withdrawal amount). Numerically, the percentage is 24.00% ($35,000 ÷ $145,844 = 0.2400 or 24.00%)

Second, determine the new Total Adjusted Purchase Payment amount. The Total Adjusted Purchase Payment amount prior to the withdrawal is multiplied by 1 less the Pro Rata Reduction determined above. Numerically, the new Total Adjusted Purchase Payment amount is $95,000 (Total Adjusted Purchase Payment amount prior to the withdrawal × (1 — Pro Rata Reduction); $125,000 × (1 — 24.00%); $125,000 × 76.00% = $95,000).

Third, determine the new Guaranteed Minimum (Stepped-Up) Death Benefit Amount. The Guaranteed Minimum (Stepped-Up) Death Benefit Amount prior to the withdrawal is multiplied by 1 less the Pro Rata Reduction determined above. Numerically, the new Guaranteed Minimum (Stepped-Up) Death Benefit Amount is $108,412 (Guaranteed Minimum (Stepped-Up) Death Benefit Amount prior to the withdrawal × (1 — Pro Rata Reduction); $142,647 × (1 — 24.00%); $142,647 × 76.00% = $108,412).

During Contract Year 9, death occurs. The death benefit proceeds are the greater of the Death Benefit Amount (Contract Value or Total Adjusted Purchase Payments) or the Guaranteed Minimum (Stepped-Up) Death Benefit Amount. The Death Benefit Amount is $95,000 because the Total Adjusted Purchase Payments ($95,000) is greater than the Contract Value ($89,820). The death benefit proceeds are equal to the Guaranteed Minimum (Stepped-Up) Death Benefit Amount of $111,666 because it is greater than the Death Benefit Amount (Total Adjusted Purchase Payments of $95,000).

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THE EXAMPLES BELOW ASSUME OWNER CHANGE TO SOMEONE OTHER THAN PREVIOUS OWNER’S SPOUSE, TO A TRUST OR NON-NATURAL ENTITY WHERE THE OWNER AND ANNUITANT ARE NOT THE SAME PERSON PRIOR TO THE CHANGE OR IF AN OWNER IS ADDED THAT IS NOT A SPOUSE OF THE OWNER

Return of Purchase Payments Death Benefit

The values shown below are based on the following assumptions:

·Initial Purchase Payment = $100,000

·Rider Effective Date = Contract Date

·A subsequent Purchase Payment of $25,000 is received in Contract Year 3.

·A withdrawal of $35,000 is taken during Contract Year 6.

·Owner change to someone other than previous Owner’s Spouse during Contract Year 8.

·A withdrawal of $10,000 is taken during Contract Year 11.

Beginning of Contract Year	Purchase Payments Received	Withdrawal Amount	Contract Value1	Total Adjusted Purchase Payments1
1	$100,000		$100,000	$100,000
2			$103,000	$100,000
3			$106,090	$100,000
Activity	$25,000		$133,468	$125,000
4			$134,458	$125,000
5			$138,492	$125,000
6			$142,647	$125,000
Activity		$35,000	$110,844	$95,000
7			$111,666	$95,000
8			$103,850	$95,000
Owner Change			$100,735	$95,000
9			$96,580	$95,000
10			$89,820	$95,000
11			$83,530	$95,000
Activity		$10,000	$73,530	$83,629
12			$68,383	$83,629
13			$63,596	$83,629
14 Death Occurs			$59,144	$83,629

¹The greater of the Contract Value or the Total Adjusted Purchase Payments represents the Death Benefit Amount.

On the Rider Effective Date, the initial values are set as follows:

·Total Adjusted Purchase Payment = Initial Purchase Payment = $100,000

·Contract Value = Initial Purchase Payment = $100,000

During Contract Year 3, an additional Purchase Payment of $25,000 was made. The Total Adjusted Purchase Payment amount increased to $125,000. The Contract Value increased to $133,468.

During Contract Year 6, a withdrawal of $35,000 was made. This withdrawal reduced the Total Adjusted Purchase Payment amount on a pro rata basis to $95,000 and decreased the Contract Value to $110,844. Numerically, the new Total Adjusted Purchase Payment amount is calculated as follows:

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First, determine the Pro Rata Reduction. The percentage is the withdrawal amount divided by the Contract Value prior to the withdrawal ($145,844, which equals the $110,844 Contract Value after the withdrawal plus the $35,000 withdrawal amount). Numerically, the percentage is 24.00% ($35,000 ÷ $145,844 = 0.2400 or 24.00%).

Second, determine the new Total Adjusted Purchase Payment amount. The Total Adjusted Purchase Payment amount prior to the withdrawal is multiplied by 1 less the Pro Rata Reduction determined above. Numerically, the new Total Adjusted Purchase Payment amount is $95,000 (Total Adjusted Purchase Payment amount prior to the withdrawal × (1 — Pro Rata Reduction); $125,000 × (1 — 24.00%); $125,000 × 76.00% = $95,000).

During Contract Year 8, an Owner change to someone other than the previous Owner’s spouse occurred. The Total Adjusted Purchase Payments on the effective date of the Owner change (the “Change Date”) will be reset to equal the lesser of the Contract Value as of the Change Date or the Total Adjusted Purchase Payments as of the Change Date. Numerically, the Total Adjusted Purchase Payments amount will be $95,000 since the Total Adjusted Purchase Payments as of the Change Date ($95,000) is less than the Contract Value as of the Change Date ($100,735).

After the Change Date, the Total Adjusted Purchase Payments will be increased by any Purchase Payments made after the Change Date and will be reduced by any Pro Rata Reduction for withdrawals made after the Change Date.

During Contract Year 11, a withdrawal of $10,000 was made. This withdrawal reduced the Total Adjusted Purchase Payments amount on a pro rata basis to $83,629 and decreased the Contract Value to $73,530. Numerically, the new Total Adjusted Purchase Payments amount is calculated as follows:

First, determine the Pro Rata Reduction. The percentage is the withdrawal amount divided by the Contract Value prior to the withdrawal ($83,530, which equals the $73,530 Contract Value after the withdrawal plus the $10,000 withdrawal amount). Numerically, the percentage is 11.97% ($10,000 ÷ $83,530 = 0.1197 or 11.97%).

Second, determine the new Total Adjusted Purchase Payments amount. The Total Adjusted Purchase Payments amount prior to the withdrawal is multiplied by 1 less the Pro Rata Reduction determined above. Numerically, the new Total Adjusted Purchase Payments amount is $83,629 (Total Adjusted Purchase Payments amount prior to the withdrawal x (1 - Pro Rata Reduction); $95,000 x (1 - 11.97%); $95,000 x 88.03% = $83,629).

During Contract Year 14, death occurs. The Death Benefit Amount under the Return of Purchase Payments Death Benefit will be the Total Adjusted Purchase Payments ($83,629) because that amount is greater than the Contract Value ($59,144).

Using the table above, if death occurred in Contract Year 7, the Death Benefit Amount under the Return of Purchase Payments Death Benefit would be the Contract Value ($111,666) because that amount is greater than the Total Adjusted Purchase Payment of $95,000.

Stepped-Up Death Benefit

·Initial Purchase Payment = $100,000

·Rider Effective Date = Contract Date

·A subsequent Purchase Payment of $25,000 is received in Contract Year 3.

·Owner change to someone other than previous Owner’s Spouse during Contract Year 5.

·A withdrawal of $35,000 is taken during Contract Year 6.

·Annual Step-Ups occur on each of the first 7 Contract Anniversaries.

Beginning of Contract Year	Purchase Payments Received	Withdrawal Amount	Contract Value1	Total Adjusted Purchase Payments1	Guaranteed Minimum (Stepped-Up) Death Benefit Amount
1	$100,000		$100,000	$100,000	$100,000
2			$103,000	$100,000	$103,000
3			$106,090	$100,000	$106,090
Activity	$25,000		$133,468	$125,000	$131,090
4			$134,458	$125,000	$134,458
5			$138,492	$125,000	$138,492

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Beginning of Contract Year	Purchase Payments Received	Withdrawal Amount	Contract Value1	Total Adjusted Purchase Payments1	Guaranteed Minimum (Stepped-Up) Death Benefit Amount
Owner Change			$140,569	$125,000	$125,000
6			$142,647	$125,000	$142,647
Activity		$35,000	$110,844	$95,000	$108,412
7			$111,666	$95,000	$111,666
8			$103,850	$95,000	$111,666
9			$96,580	$95,000	$111,666
Death Occurs			$89,820	$95,000	$111,666

¹ The greater of the Contract Value or the Total Adjusted Purchase Payments represents the Death Benefit Amount.

On the Rider Effective Date, the initial values are set as follows:

·Total Adjusted Purchase Payment = Initial Purchase Payment = $100,000

·Guaranteed Minimum (Stepped-Up) Death Benefit Amount = Initial Purchase Payment = $100,000

·Contract Value = Initial Purchase Payment = $100,000

During Contract Year 3, an additional Purchase Payment of $25,000 was made. This results in an increase in the Total Adjusted Purchase Payment amount to $125,000. The Contract Value increased to $133,468 and the Guaranteed Minimum (Stepped-Up) Death Benefit Amount increased to $131,090.

During Contract Year 5, an Owner change to someone other than the previous Owner’s spouse occurred. The Total Adjusted Purchase Payments on the effective date of the Owner change (the “Change Date”) will be reset to equal the lesser of the Contract Value as of the Change Date or the Total Adjusted Purchase Payments as of the Change Date. Numerically, the Total Adjusted Purchase Payments amount will be $125,000 since the Total Adjusted Purchase Payments as of the Change Date ($125,000) is less than the Contract Value as of the Change Date ($140,569). In addition, the Guaranteed Minimum (Stepped-Up) Death Benefit Amount will be reset to equal the Total Adjusted Purchase Payments amount ($125,000) as of the Change Date.

During Contract Year 6, a withdrawal of $35,000 was made. This withdrawal reduced the Total Adjusted Purchase Payments amount on a pro rata basis to $95,000 and decreased the Contract Value to $110,844. In addition, the Guaranteed Minimum (Stepped-Up) Death Benefit Amount was reduced on a pro rata basis to $108,412. Numerically, the new Total Adjusted Purchase Payments amount and Guaranteed Minimum (Stepped-Up) Death Benefit Amount are calculated as follows:

First, determine the Pro Rata Reduction. The percentage is the withdrawal amount divided by the Contract Value prior to the withdrawal ($145,844, which equals the $110,844 Contract Value after the withdrawal plus the $35,000 withdrawal amount). Numerically, the percentage is 24.00% ($35,000 ÷ $145,844 = 0.2400 or 24.00%)

Second, determine the new Total Adjusted Purchase Payments amount. The Total Adjusted Purchase Payments amount prior to the withdrawal is multiplied by 1 less the Pro Rata Reduction determined above. Numerically, the new Total Adjusted Purchase Payments amount is $95,000 (Total Adjusted Purchase Payments amount prior to the withdrawal × (1 — Pro Rata Reduction); $125,000 × (1 — 24.00%); $125,000 × 76.00% = $95,000).

Third, determine the new Guaranteed Minimum (Stepped-Up) Death Benefit Amount. The Guaranteed Minimum (Stepped-Up) Death Benefit Amount prior to the withdrawal is multiplied by 1 less the Pro Rata Reduction determined above. Numerically, the new Guaranteed Minimum (Stepped-Up) Death Benefit Amount is $108,412 (Guaranteed Minimum (Stepped-Up) Death Benefit Amount prior to the withdrawal × (1 — Pro Rata Reduction); $142,647 × (1 — 24.00%); $142,647 × 76.00% = $108,412).

During Contract Year 9, death occurs. The death benefit proceeds are the greater of the Death Benefit Amount (Contract Value or Total Adjusted Purchase Payments) or the Guaranteed Minimum (Stepped-Up) Death Benefit Amount. The Death Benefit Amount is $95,000 because the Total Adjusted Purchase Payments ($95,000) is greater than the Contract Value ($89,820). The death benefit proceeds are equal to the Guaranteed Minimum (Stepped-Up) Death Benefit Amount of $111,666 because it is greater than the Death Benefit Amount (Total Adjusted Purchase Payments of $95,000).

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FINANCIAL HIGHLIGHTS (CONDENSED FINANCIAL INFORMATION)

The table below is designed to help you understand how the Variable Investment Options available under Schwab Retirement Income Variable Annuity 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.

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, 2018.

	With Standard Death Benefit			With Stepped-Up Death Benefit Rider			With Premier Death Benefit Rider
	AUV at Beginning of Year	AUV at End of Year	Number of Subaccount Units Outstanding at End of Year	AUV at Beginning of Year	AUV at End of Year	Number of Subaccount Units Outstanding at End of Year	AUV at Beginning of Year	AUV at End of Year	Number of Subaccount Units Outstanding at End of Year
Schwab VIT Balanced Portfolio
2018	$12.61	$11.95	4,849,523	$11.13	$10.51	70,680	$11.20	$10.59	14,649
2017	$11.53	$12.61	4,582,006	$10.22	$11.13	76,610	$10.26	$11.20	14,831
2016	$11.07	$11.53	4,485,496	$9.85	$10.22	77,034	$9.87	$10.26	10,509
2015	$11.36	$11.07	4,122,549	$10.24	$9.85	10,190	$10.15	$9.87	25,561
2014	$10.98	$11.36	3,592,206	N/A	N/A	N/A	N/A	N/A	N/A
2013	$10.33	$10.98	2,364,119	N/A	N/A	N/A	N/A	N/A	N/A
09/06/2012 - 12/31/2012	$10.19	$10.33	194,239	N/A	N/A	N/A	N/A	N/A	N/A
Schwab VIT Balanced with Growth Portfolio
2018	$13.83	$12.83	9,256,478	$11.68	$10.79	715,022	$11.75	$10.88	36,690
2017	$12.24	$13.83	9,274,222	$10.38	$11.68	724,133	$10.42	$11.75	36,684
2016	$11.58	$12.24	9,439,148	$9.85	$10.38	680,776	$9.87	$10.42	36,668
2015	$11.94	$11.58	8,965,358	$10.41	$9.85	468,672	$10.41	$9.87	15,954
2014	$11.53	$11.94	7,816,994	N/A	N/A	N/A	N/A	N/A	N/A
2013	$10.47	$11.53	5,754,492	N/A	N/A	N/A	N/A	N/A	N/A
10/02/2012 - 12/31/2012	$10.39	$10.47	131,959	N/A	N/A	N/A	N/A	N/A	N/A
Schwab VIT Growth Portfolio
2018	$15.22	$13.87	9,295,280	$12.21	$11.08	186,789	$12.29	$11.17	128,989
2017	$13.07	$15.22	9,227,323	$10.53	$12.21	175,377	$10.57	$12.29	102,402
2016	$12.22	$13.07	9,451,440	$9.88	$10.53	183,139	$9.90	$10.57	79,216
2015	$12.65	$12.22	9,383,742	$10.42	$9.88	178,650	$10.50	$9.90	29,251
2014	$12.24	$12.65	8,114,949	N/A	N/A	N/A	N/A	N/A	N/A
2013	$10.66	$12.24	5,915,879	N/A	N/A	N/A	N/A	N/A	N/A
10/09/2012 - 12/31/2012	$10.44	$10.66	30,296	N/A	N/A	N/A	N/A	N/A	N/A
Schwab Government Money Market Portfolio
2018	$9.82	$9.91	0	N/A	N/A	N/A	N/A	N/A	N/A
2017	$9.83	$9.82	0	N/A	N/A	N/A	N/A	N/A	N/A
2016	$9.89	$9.83	0	N/A	N/A	N/A	N/A	N/A	N/A
2015	$9.95	$9.89	0	N/A	N/A	N/A	N/A	N/A	N/A
03/18/2014 - 12/31/2014	$10.00	$9.95	0	N/A	N/A	N/A	N/A	N/A	N/A

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WHERE TO GO FOR MORE INFORMATION

You will find more information about this variable annuity contract and Separate Account A in the Statement of Additional Information (SAI) dated May 1, 2019.

The SAI has been filed with the SEC and is considered to be part of this Prospectus because it is incorporated by reference. The contents of the SAI are described in this Prospectus – see the Table of Contents.

You can get a copy of the SAI at no charge by visiting our website, calling or writing to us, or by contacting the SEC. The SEC may charge you a fee for this information.

The Schwab Retirement Income Variable Annuity Contract is offered 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 financial professional or contact us.

How to Contact Us

Call or write our Service Center at:

Pacific Life Insurance Company
P.O. Box 2378
Omaha, Nebraska 68103-2378

Contract Owners: (800) 722-4448
Schwab investment professionals: (800) 610-4823
6 a.m. through 5 p.m. Pacific time on any Business Day

Send Purchase Payments, other payments and application forms to our Service Center at the following address:

By mail
Pacific Life Insurance Company
P.O. Box 2290
Omaha, Nebraska 68103-2290

By overnight delivery service
Pacific Life Insurance Company
6750 Mercy Road, 4th Floor, RSD
Omaha, Nebraska 68106

How to Contact Schwab

Contact your Schwab investment professional or call a Schwab Annuity Specialist at (888) 311-4887, weekdays 6 a.m. through 4:30 p.m. Pacific time.

How to Contact the SEC

Commission’s Public Reference Section

100 F Street, NE

Washington, D.C. 20549

(202) 551-8090

Website: www.sec.gov

e-mail: publicinfo@sec.gov

FINRA Public Disclosure Program

The Financial Industry Regulatory Authority (FINRA) provides investor protection education through its website and printed materials. The FINRA regulation website address is www.finra.org. An investor brochure that includes information describing the BrokerCheck program may be obtained from FINRA. The FINRA BrokerCheck hotline number is (800) 289-9999. FINRA does not charge a fee for the BrokerCheck program services.

STATEMENT OF ADDITIONAL INFORMATION

May 1, 2019

SCHWAB RETIREMENT INCOME VARIABLE ANNUITY^TM

SEPARATE ACCOUNT A

Schwab Retirement Income Variable Annuity (the “Contract”) is a variable annuity contract offered by Pacific Life Insurance Company (“Pacific Life”).

This Statement of Additional Information (“SAI”) is not a Prospectus and should be read in conjunction with the Contract’s Prospectus, dated May 1, 2019, and any supplement thereto, which is available without charge upon written or telephone request to Pacific Life. Terms used in this SAI have the same meanings as in the Prospectus, and some additional terms are defined particularly for this SAI. This SAI is incorporated by reference into the Contract’s Prospectus.

Pacific Life Insurance Company

Mailing address: P.O. Box 2378

Omaha, Nebraska 68103-2378

(800) 722-4448 - Contract Owners

(800) 610-4823 – Schwab investment professionals

TABLE OF CONTENTS

PERFORMANCE	1
Total Returns	1
Yields	2
Performance Comparisons and Benchmarks	2
Power of Tax Deferral	4
DISTRIBUTION OF THE CONTRACTS	4
Pacific Select Distributors, LLC (PSD)	4
THE CONTRACTS AND THE SEPARATE ACCOUNT	5
Calculating Subaccount Unit Values	5
Corresponding Dates	6
Age and Sex of Annuitant	6
Systematic Transfer Program	6
Pre-Authorized Withdrawals	7
More on Federal Tax Issues	7
Safekeeping of Assets	8
FINANCIAL STATEMENTS	8
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND INDEPENDENT AUDITORS	8

i

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 full year period. “Average annual” total return is computed in accordance with a standard method prescribed by the SEC, and is also referred to as “standardized return.”

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 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 and the asset-based Administrative Fee, but does not reflect any charges for applicable premium taxes and/or any other taxes, any non-recurring fees or charges, any increase in the Risk Charge for an optional Death Benefit Rider, or any optional Rider charge. The redeemable value is then divided by the initial payment and this quotient is raised to the 365/N power (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.

T = (ERV/P)^(365/N) – 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 1-, 3-, 5- and 10-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.

Non-Standardized Total Returns

We may also calculate non-standardized total returns which may or may not reflect any charges for premium taxes and/or any other taxes, any increase in the Risk Charge for an optional Death Benefit Rider, any optional Rider charge, or any non-recurring fees or charges.

1

Standardized return figures will always accompany any non-standardized returns shown.

Yields

Schwab Government Money Market Subaccount

The “yield” (also called “current yield”) of the Schwab Government 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 Schwab Government 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 Schwab Government Money Market Portfolio are not included in the yield calculation. Current yield and effective yield do not reflect the deduction of charges for any applicable premium taxes and/or any other taxes, any increase in the Risk Charge for an optional Death Benefit Rider, any optional Rider charge, but do reflect a deduction for the Risk Charge and the asset-based Administrative Fee.

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 semi-annual compounding:

YIELD = 2*[ (	a–b	+ 1)6-1]
	c*d

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, and the asset-based Administrative Fee, but does not reflect any charge for applicable premium taxes and/or any other taxes, any increase in the Risk Charge for an optional Death Benefit Rider, any optional Rider charge, 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 Subaccounts. This performance may be presented as averages or rankings compiled by Lipper Analytical Services,

2

Inc. (“Lipper”), 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. The performance analyses prepared by Lipper and Morningstar 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, Morningstar 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.

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 (Non-Natural Persons as Owners may not receive tax deferred accumulation). 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 a single Purchase Payment of $10,000, assuming hypothetical annual returns of 0%, 4% and 8%, compounded annually, and a tax rate of 32%. 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 Risk Charge, and the asset-based Administrative Fee, any charge for applicable premium taxes and/or any other taxes, any increase in the Risk Charge for an optional death benefit rider, any optional Rider charge, or any underlying Fund expenses.

If above 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 32% 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 (e.g. capital gains and qualifying dividend income) and taxpayers from that illustrated. Withdrawals by and distributions to Contract Owners who have not reached age 59½ may be subject to a tax penalty of 10%.

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Power of Tax Deferral

$10,000 investment at annual rates of return of 0%, 4% and 8%, taxed @ 32%

DISTRIBUTION OF THE CONTRACTS

Pacific Select Distributors, LLC (PSD)

Pacific Select Distributors, LLC, our subsidiary, acts as the distributor of the Contracts and offers the Contracts on a continuous basis. PSD is located at 700 Newport Center Drive, Newport Beach, California 92660. PSD is registered as a broker-dealer with the SEC and is a member of FINRA. We pay PSD for acting as distributor under a Distribution Agreement. We and PSD entered into a selling agreement with Charles Schwab & Co., Inc. (“Schwab”) whose Schwab investment professionals are authorized by state insurance departments to solicit applications for the Contracts. The aggregate amount of underwriting commissions paid to PSD for 2018, 2017 and 2016 with regard to this Contract was $687,347, $640,167, and $568,303 respectively, of which $0 was retained.

PSD or an affiliate pays Schwab compensation for the promotion and sale of the Contracts. PSD or an affiliate also may provide reimbursement for other expenses associated with the promotion and solicitation of applications for the Contracts. Your Schwab investment professional typically receives a portion of the compensation that is payable to Schwab in connection with the Contract, depending on the arrangement between your Schwab investment professional and Schwab. We are not involved in determining that compensation arrangement, which may present its own incentives or conflicts. You may ask your Schwab investment professional how he/she will personally be compensated for the transaction.

PSD Pays Schwab an annual trail commission of 0.20% of the Account Value considered in connection with the trail commission.

We and/or an affiliate may pay additional cash compensation from our own resources in connection with the promotion and solicitation of applications for the Contracts. Trailing compensation based on Account Value generally does not exceed 0.15% on an annual basis. Such additional compensation may afford us a “preferred” status at Schwab and provide some other marketing benefit such as website placement, access to Schwab investment professional lists, extra marketing assistance or other heightened visibility and access that otherwise influences the way that Schwab markets the Contracts.

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We or our affiliates may also pay override payments, expense allowances and reimbursements, bonuses, wholesaler fees, and training and marketing allowances. Such payments may offset Schwab’s expenses in connection with activities that it is required to perform, such as educating personnel and maintaining records. Schwab investment professionals may also receive non-cash compensation, such as expense-paid educational or training seminars involving travel within and outside the U.S. or promotional merchandise.

Portfolio Managers of the underlying Portfolios available under this Contract may from time to time bear all or a portion of the expenses of conferences or meetings sponsored by Pacific Life or PSD that are attended by, among others, representatives of PSD, who would receive information and/or training regarding the Fund’s Portfolios and their management by the Portfolio Managers in addition to information regarding the variable annuity and/or life insurance products issued by Pacific Life and its affiliates. Other persons may also attend all or a portion of any such conferences or meetings, including directors, officers and employees of Pacific Life, officers and trustees of Pacific Select Fund, and spouses/guests of the foregoing. The Pacific Select Fund Board of Trustees may hold meetings concurrently with such a conference or meeting. The Pacific Select Fund pays for the expenses of the meetings of its Board of Trustees, including the pro rata share of expenses for attendance by the Trustees at the concurrent conferences or meetings sponsored by Pacific Life or PSD. Additional expenses and promotional items may be paid for by Pacific Life and/or Portfolio Managers. PSD serves as the Pacific Select Fund Distributor.

THE CONTRACTS AND THE SEPARATE ACCOUNT

Pursuant to Commodity Futures Trading Commission Rule 4.5, Pacific Life has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act. Therefore, it is not subject to registration or regulation as a commodity pool operator under the Commodity Exchange Act.

Calculating Subaccount Unit Values

The Unit Value of the Subaccount Units in each Variable Investment Option is computed at the close of the New York Stock Exchange, which is usually 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 × 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 ÷ 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 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 Investments;

(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 the Administrative Fee and any applicable increase in the Risk Charge (see the CHARGES, FEES AND DEDUCTIONS section in the Prospectus).

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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

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 certain Qualified Plans are required to use unisex factors.

We may require proof of your Annuitant’s age and/or sex before or after commencing annuity payments. If the age or sex (or both) of your Annuitant are incorrectly stated in your Contract, we will correct the amount payable to equal the amount that the annuitized portion of the Contract Value under that Contract would have purchased for your Annuitant’s correct age and sex. If we make the correction after annuity payments have started, and we have made overpayments based on the incorrect information, we will deduct the amount of the overpayment, with interest as stated in your Contract, from any payments due then or later; if we have made underpayments, we will add the amount, with interest as stated in your Contract, of the underpayments to the next payment we make after we receive proof of the correct age and/or sex.

Additionally, we may require proof of the Annuitant’s or Owner’s age before any payments associated with the Death Benefit provisions of your Contract are made. If the age or sex of the Annuitant is incorrectly stated in your Contract, we will base any payment associated with the Death Benefit provisions on your Contract on the Annuitant’s or Owner’s correct age or sex.

Systematic Transfer Program

Work with your Schwab investment professional prior to electing portfolio rebalancing.

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 Subaccount A, 40% in Subaccount B, and 30% in Subaccount C.

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, semi-annually or annually.

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. Currently, we are not enforcing the 30 day waiting period but we reserve the right to enforce such waiting period in the future. We will provide at least a 30 day prior notice before we enforce the 30 day waiting period. 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. We may change, terminate or suspend the portfolio rebalancing feature at any time. Portfolio rebalancing will stop on the Annuity Date.

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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 living benefit rider, if applicable. 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 Investment Option.

You may choose to have pre-authorized withdrawals occur monthly, quarterly, semi-annually or annually until you annuitize. Procedures for selecting pre-authorized withdrawals are generally the same as those discussed in detail above for selecting portfolio rebalancing: 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. Currently, we are not enforcing the 30-day waiting period but we reserve the right to enforce such waiting period in the future. We will provide at least a 30 day prior notice before we enforce the 30-day waiting period.

Each pre-authorized 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 59½, may be subject to a 10% federal tax penalty.

More on Federal Tax Issues

Section 817(h) of the Code provides that the investments underlying a variable annuity must satisfy certain diversification requirements. Details on these diversification requirements generally appear in the Fund SAIs. We believe the underlying Variable Investment Options for the Contract meet these requirements. On March 7, 2008, the Treasury Department issued Final Regulations under Section 817(h). These Final 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. 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.

For a variable life insurance contract or a variable annuity contract to qualify for tax deferral, assets in the separate accounts supporting the contract must be considered to be owned by the insurance company and not by the contract owner. Under current U.S. tax law, if a contract owner has excessive control over the investments made by a separate account, or the underlying fund, the contract owner will be taxed currently on income and gains from the account or fund. In other words, in such a case of “investor control” the contract owner would not derive the tax benefits normally associated with variable life insurance or variable annuities.

Generally, according to the IRS, there are two ways that impermissible investor control may exist. The first relates to the design of the contract or the relationship between the contract and a separate account or underlying fund. For example, at various times, the IRS has focused on, among other factors, the number and type of investment choices available pursuant to a given variable contract, whether the contract offers access to funds that are available to the general public, the number of transfers that a contract owner may make from one investment option to another, and the degree to which a contract owner may select or control particular investments.

With respect to this first aspect of investor control, we believe that the design of our contracts and the relationship between our contracts and the Portfolios satisfy the current view of the IRS on this subject, such that the investor control doctrine should not apply. However, because of some uncertainty with respect to this subject and because the IRS may issue further guidance on this subject, we reserve the right to make such changes as we deem necessary or appropriate to reduce the risk that your contract might not qualify as a life insurance contract or as an annuity for tax purposes.

The second way that impermissible investor control might exist concerns your actions. Under case law and IRS guidance, you may not select or control particular investments, other than choosing among broad investment choices such as selecting a particular Portfolio. You may not select or direct the purchase or sale of a particular investment of a Separate Account, a Subaccount (or Variable Investment Option), or a Portfolio. All investment decisions concerning the Separate Accounts and the Subaccounts must be made by us, and all investment decisions concerning the underlying Portfolios must be made by the portfolio manager for such Portfolio in his or her sole and absolute discretion, and not by the contract owner. Furthermore, you may not enter into an agreement or arrangement with a portfolio manager of a Portfolio or communicate directly or indirectly with such a portfolio manager or any related

7

investment officers concerning the selection, quality, or rate of return of any specific investment or group of investments held by a Portfolio, and you may not enter into any such agreement or arrangement or have any such communication with us or the investment advisor of a Portfolio.

Finally, the IRS may issue additional guidance on the investor control doctrine, which might further restrict your actions or features of the variable contract. Such guidance could be applied retroactively. If any of the rules outlined above are not complied with, the IRS may seek to tax you currently on income and gains from a Portfolio such that you would not derive the tax benefits normally associated with variable life insurance or variable annuities. Although highly unlikely, such an event may have an adverse impact on the fund and other variable contracts. We urge you to consult your own tax advisor with respect to the application of the investor control doctrine.

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 financial statements of Separate Account A of Pacific Life as of December 31, 2018 and for each of the periods presented are included in this SAI. Pacific Life’s consolidated financial statements as of December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018 are included in this SAI. These financial statements 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.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AND INDEPENDENT AUDITORS

The financial statements of Separate Account A of Pacific Life Insurance Company as of December 31, 2018 and for each of the periods presented have been audited by Deloitte & Touche LLP, independent registered public accounting firm, as stated in their report appearing herein, and is included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Pacific Life Insurance Company and Subsidiaries as of December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing herein, and is included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The business address of Deloitte & Touche LLP is 695 Town Center Drive, Costa Mesa, CA 92626.

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Form No. 16051-19A

TABLE OF CONTENTS

SEPARATE ACCOUNT A
Investments	SA-1
Financial Statements:
Statements of Assets and Liabilities	SA-4
Statements of Operations	SA-14
Statements of Changes in Net Assets	SA-21
Financial Highlights	SA-41
Notes to Financial Statements	SA-53
Report of Independent Registered Public Accounting Firm	SA-60

SEPARATE ACCOUNT A

INVESTMENTS

DECEMBER 31, 2018

Each variable account invests in shares of the corresponding portfolio or fund (with the same name). The shares owned and value of investments as of December 31, 2018; and the cost of purchases and proceeds from sales of investments for the year or period ended December 31, 2018, were as follows:

				Cost of		Proceeds
Variable Accounts	Shares Owned	Value		Purchases		from Sales
Core Income *	1,106,891	$	11,582,209	$	5,027,415	$	2,709,714
Diversified Bond *	14,863,258	145,115,280		31,243,915		30,667,088
Floating Rate Income *	5,572,483	64,894,197		39,522,301		19,560,621
Floating Rate Loan *	19,464,180	135,649,900		52,927,963		39,647,326
High Yield Bond *	20,150,686	156,836,196		36,008,008		58,795,569
Inflation Managed *	17,096,179	176,496,829		16,033,208		39,407,648
Inflation Strategy *	1,441,760	14,470,310		3,443,408		3,457,724
Managed Bond *	28,725,967	364,847,418		32,638,812		67,563,995
Short Duration Bond *	31,316,131	311,505,188		54,957,914		66,786,325
Emerging Markets Debt *	1,627,870	18,952,683		8,008,133		10,673,939
Comstock *	12,461,344	172,696,097		17,055,549		30,177,534
Developing Growth *	6,155,843	98,637,368		35,621,776		38,420,367
Dividend Growth *	13,870,571	274,421,278		30,059,461		51,658,147
Equity Index *	12,851,398	770,008,042		164,323,298		129,538,677
Focused Growth *	4,720,061	132,603,746		30,859,207		34,090,545
Growth *	8,236,198	238,325,235		35,737,052		45,541,363
Large-Cap Growth *	14,600,010	163,352,061		55,589,426		48,409,814
Large-Cap Value *	8,809,930	176,674,778		16,466,557		36,199,338
Main Street® Core *	7,101,893	253,539,911		37,838,064		52,872,745
Mid-Cap Equity *	9,888,391	188,421,768		26,208,105		39,310,847
Mid-Cap Growth *	15,018,463	198,480,541		32,579,438		43,459,591
Mid-Cap Value *	4,891,941	76,990,094		14,378,861		19,752,320
Small-Cap Equity *	2,447,966	44,748,211		11,245,597		11,325,255
Small-Cap Index *	9,040,593	187,507,984		41,671,921		40,660,729
Small-Cap Value *	5,514,864	98,854,861		14,019,766		25,381,772
Value Advantage *	1,934,006	29,759,727		10,572,402		8,116,612
Emerging Markets *	10,921,377	178,866,945		36,197,256		43,477,275
International Large-Cap *	27,394,995	231,936,955		22,167,078		34,075,862
International Small-Cap *	4,141,607	37,107,511		9,800,860		10,328,700
International Value *	9,479,146	103,781,837		13,533,068		18,524,765
Health Sciences *	6,984,903	269,298,176		32,986,821		50,540,015
Real Estate *	5,415,878	121,396,303		9,089,923		31,120,854
Technology *	15,071,435	109,015,700		41,344,986		35,130,207
Currency Strategies *	303,437	3,497,703		1,045,771		1,210,552
Diversified Alternatives *	203,730	2,160,955		1,948,110		1,559,871
Equity Long/Short *	1,224,692	15,295,712		7,094,876		4,933,205
Global Absolute Return *	928,836	10,074,599		1,913,980		2,657,054
Pacific Dynamix - Conservative Growth *	30,422,373	457,604,081		62,942,005		78,642,179
Pacific Dynamix - Moderate Growth *	111,177,362	2,056,344,050		205,076,871		242,227,253
Pacific Dynamix - Growth *	30,738,306	622,883,760		102,336,985		112,012,733
Portfolio Optimization Conservative *	112,673,645	1,394,997,074		161,493,518		399,764,459
Portfolio Optimization Moderate-Conservative *	167,276,669	2,208,195,222		58,104,870		469,790,043
Portfolio Optimization Moderate *	645,452,127	8,963,314,941		130,310,093		1,679,427,443
Portfolio Optimization Growth *	512,407,235	7,468,416,926		55,582,116		1,389,409,097
Portfolio Optimization Aggressive-Growth *	106,476,235	1,580,119,037		49,244,980		301,633,442
PSF DFA Balanced Allocation *	13,447,130	150,673,892		78,509,983		12,678,438
Invesco V.I. Balanced-Risk Allocation Series II	34,494,332	322,177,060		62,036,673		79,377,201
Invesco V.I. Equity and Income Series II	2,576,961	41,334,458		14,938,761		7,496,152
Invesco V.I. Global Real Estate Series II	416,366	6,257,979		3,317,758		2,247,796
American Century VP Mid Cap Value Class II	3,782,318	69,292,067		19,869,390		13,022,911
American Funds IS Asset Allocation Class 4	133,881,753	2,810,177,987		523,017,366		317,062,675
American Funds IS Blue Chip Income and Growth Class 4	7,032,515	85,726,358		41,071,411		14,383,397
American Funds IS Bond Class 4	4,503,268	46,518,759		23,795,538		7,334,833

See Notes to Financial Statements See explanation of symbol on page SA-3

SA-1

SEPARATE ACCOUNT A

INVESTMENTS (Continued)

DECEMBER 31, 2018

				Cost of		Proceeds
Variable Accounts	Shares Owned	Value		Purchases		from Sales
American Funds IS Capital Income Builder® Class 4	9,130,706	$	85,372,099	$	21,986,574	$	10,556,723
American Funds IS Global Balanced Class 4	4,153,090	47,968,193		26,365,010		13,429,264
American Funds IS Global Bond Class 4	1,140,795	12,822,535		7,132,640		2,539,735
American Funds IS Global Growth and Income Class 4	2,199,687	28,177,993		16,918,789		4,888,429
American Funds IS Global Growth Class 4	3,109,272	78,944,409		36,205,425		13,183,357
American Funds IS Global Small Capitalization Class 4	753,985	16,044,792		11,784,679		1,643,524
American Funds IS Growth Class 4	5,137,502	352,638,129		116,507,853		70,419,867
American Funds IS Growth-Income Class 4	7,278,008	323,653,004		80,171,930		54,165,110
American Funds IS High-Income Bond Class 4	2,022,682	20,145,910		11,145,132		8,268,989
American Funds IS International Class 4	3,479,154	60,537,278		30,545,408		9,562,736
American Funds IS International Growth and Income Class 4	2,825,471	43,003,665		15,008,031		9,171,966
American Funds IS Managed Risk Asset Allocation Class P2	9,411,784	115,012,002		38,281,014		23,471,339
American Funds IS New World Fund® Class 4	2,082,705	43,132,827		18,221,236		9,190,924
American Funds IS U.S. Government/AAA-Rated Securities Class 4	3,607,322	42,710,689		16,863,095		13,175,775
BlackRock® Capital Appreciation V.I. Class III	4,599,696	32,795,833		11,984,711		7,800,917
BlackRock Global Allocation V.I. Class III	121,660,988	1,575,509,795		143,946,227		329,708,087
BlackRock iShares® Dynamic Allocation V.I. Class I	2,161,543	22,307,120		8,607,605		6,399,012
Fidelity® VIP Contrafund® Service Class 2	5,806,363	181,797,240		61,973,758		33,761,872
Fidelity VIP FundsManager® 60% Service Class 2	25,341,248	258,480,725		99,904,025		39,724,422
Fidelity VIP Government Money Market Service Class	298,394,463	298,394,463		383,187,513		322,307,079
Fidelity VIP Strategic Income Service Class 2	5,396,671	57,474,545		22,304,698		13,114,437
First Trust Dorsey Wright Tactical Core Class I	2,601,714	27,161,891		19,458,902		4,097,001
First Trust/Dow Jones Dividend & Income Allocation Class I	41,764,905	535,426,088		113,987,172		94,958,129
First Trust Multi Income Allocation Class I	1,294,253	13,162,551		7,463,371		2,651,512
Franklin Founding Funds Allocation VIP Class 2	3,120,692	19,722,771		3,523,074		2,136,991
Franklin Founding Funds Allocation VIP Class 4	39,431,831	254,729,625		24,034,712		66,422,669
Franklin Income VIP Class 2	2,615,306	38,549,610		13,909,300		9,507,127
Franklin Mutual Global Discovery VIP Class 2	10,978,185	186,080,229		19,042,134		22,245,976
Franklin Rising Dividends VIP Class 2	6,185,901	154,894,963		39,146,905		31,324,947
Templeton Global Bond VIP Class 2 *	5,653,145	95,142,438		21,056,431		21,231,539
Ivy VIP Asset Strategy Class II	1,651,821	13,696,566		2,922,560		3,074,605
Ivy VIP Energy Class II *	3,861,885	14,927,732		9,912,828		7,749,775
Janus Henderson Balanced Service Shares	60,522,808	2,154,006,723		606,237,491		130,982,528
Janus Henderson Flexible Bond Service Shares	2,097,436	25,651,640		5,172,029		6,791,948
JPMorgan Insurance Trust Core Bond Class 1	16,436	175,204		5,470		196,589
JPMorgan Insurance Trust Global Allocation Class 2	684,358	10,545,956		3,805,415		1,113,534
JPMorgan Insurance Trust Income Builder Class 2	899,368	9,065,634		2,931,329		1,777,476
JPMorgan Insurance Trust Mid Cap Value Class 1	8,259	83,916		2,467		1,613
JPMorgan Insurance Trust U.S. Equity Class 1	583	15,533		2,234		49,491
ClearBridge Variable Aggressive Growth - Class II	304,593	6,923,407		5,280,261		3,714,248
Lord Abbett Bond Debenture Class VC	8,261,918	91,542,055		32,539,563		19,809,772
Lord Abbett International Equity Class VC	3,932,097	57,329,980		9,859,094		4,836,538
Lord Abbett Total Return Class VC	18,026,950	287,710,129		31,250,738		28,021,650
MFS® Total Return Series - Service Class	17,412,626	372,281,950		67,359,090		84,799,849
MFS Utilities Series - Service Class	1,578,224	45,547,552		13,813,089		9,622,993
MFS Value Series - Service Class	4,253,249	72,135,109		10,566,850		6,954,156
MFS Massachusetts Investors Growth Stock - Service Class	3,861,926	67,120,274		5,748,609		11,774,209
Neuberger Berman U.S. Equity Index PutWrite Strategy Class S	104,894	938,798		607,886		221,494
Oppenheimer Global Fund/VA Service Shares	408,221	15,320,540		14,253,941		12,559,283
Oppenheimer International Growth Fund/VA Service Shares	5,512,083	11,685,615		7,399,998		3,265,311
PIMCO All Asset All Authority - Advisor Class	364,401	2,918,852		273,567		1,262,565
PIMCO CommodityRealReturn® Strategy - Advisor Class	1,112,802	6,776,963		3,734,228		2,777,418
Jennison Class II *	1,045	61,301		128		112,354
SP International Growth Class II *	6,552	44,356		—		5,700
SP Prudential U.S. Emerging Growth Class II *	7,127	91,294		—		11,096
Value Class II *	3,830	107,516		—		9,457
Schwab Government Money Market	—	—		337,699		337,699

See Notes to Financial Statements See explanation of symbol on page SA-3

SA-2

SEPARATE ACCOUNT A

INVESTMENTS (Continued)

DECEMBER 31, 2018

				Cost of		Proceeds
Variable Accounts	Shares Owned	Value		Purchases		from Sales
Schwab VIT Balanced	4,978,406	$	58,844,756	$	11,289,400	$	7,494,936
Schwab VIT Balanced with Growth	10,021,323	126,869,954		13,077,573		11,892,213
Schwab VIT Growth	9,630,781	132,423,240		16,329,155		13,255,405
State Street Total Return V.I.S. Class 3	28,847,050	404,147,170		132,572,772		79,194,969
VanEck VIP Global Hard Assets Class S *	717,881	11,751,720		4,851,079		5,628,524

* The variable account did not receive any dividend or capital gain distributions from its underlying portfolio/fund during the reporting period.

See Notes to Financial Statements

SA-3

SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 2018

	Variable Accounts
	Core	Diversified	Floating	Floating	High Yield	Inflation
	Income	Bond	Rate Income	Rate Loan	Bond	Managed
ASSETS
Investments in mutual funds, at value	$11,582,209	$145,115,280	$64,894,197	$135,649,900	$156,836,196	$176,496,829
Receivables:
Due from Pacific Life Insurance Company	3,787	—	—	—	—	—
Investments sold	—	114,765	14,859	122,876	163,857	314,685
Total Assets	11,585,996	145,230,045	64,909,056	135,772,776	157,000,053	176,811,514
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	—	115,107	17,376	123,020	161,079	311,276
Investments purchased	4,273	—	—	—	—	—
Total Liabilities	4,273	115,107	17,376	123,020	161,079	311,276
NET ASSETS	$11,581,723	$145,114,938	$64,891,680	$135,649,756	$156,838,974	$176,500,238
NET ASSETS CONSIST OF:
Accumulation units	11,569,083	145,102,403	64,891,680	135,640,579	156,625,699	176,346,351
Contracts in payout (annuitization) period	12,640	12,535	—	9,177	213,275	153,887
NET ASSETS	$11,581,723	$145,114,938	$64,891,680	$135,649,756	$156,838,974	$176,500,238
Units Outstanding	1,148,625	11,784,263	6,020,102	12,790,715	9,511,531	11,247,518
Accumulation Unit Value	$9.78 - $10.38	$10.03 - $15.75	$10.02 - $11.38	$9.67 - $13.04	$9.91 - $24.79	$8.66 - $22.39
Cost of Investments	$11,251,340	$123,991,640	$60,021,465	$118,633,631	$95,597,001	$170,040,676

	Inflation	Managed	Short Duration	Emerging		Developing
	Strategy	Bond	Bond	Markets Debt	Comstock	Growth
ASSETS
Investments in mutual funds, at value	$14,470,310	$364,847,418	$311,505,188	$18,952,683	$172,696,097	$98,637,368
Receivables:
Due from Pacific Life Insurance Company	—	—	—	—	442,755	399,876
Investments sold	9,847	812,631	642,455	58,317	—	—
Total Assets	14,480,157	365,660,049	312,147,643	19,011,000	173,138,852	99,037,244
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	10,025	808,262	642,937	59,084	—	—
Investments purchased	—	—	—	—	440,181	398,531
Total Liabilities	10,025	808,262	642,937	59,084	440,181	398,531
NET ASSETS	$14,470,132	$364,851,787	$311,504,706	$18,951,916	$172,698,671	$98,638,713
NET ASSETS CONSIST OF:
Accumulation units	14,470,132	364,307,427	311,429,218	18,934,625	172,642,868	98,470,134
Contracts in payout (annuitization) period	—	544,360	75,488	17,291	55,803	168,579
NET ASSETS	$14,470,132	$364,851,787	$311,504,706	$18,951,916	$172,698,671	$98,638,713
Units Outstanding	1,570,921	21,835,220	30,236,850	1,797,712	9,819,439	5,514,620
Accumulation Unit Value	$8.32 - $10.26	$9.76 - $25.29	$9.49 - $12.44	$9.63 - $11.59	$9.91 - $22.29	$13.62 - $22.19
Cost of Investments	$14,321,761	$297,535,010	$287,894,529	$16,507,494	$74,328,741	$39,249,547

See Notes to Financial Statements

SA-4

SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

DECEMBER 31, 2018

	Variable Accounts
	Dividend	Equity	Focused		Large-Cap	Large-Cap
	Growth	Index	Growth	Growth	Growth	Value
ASSETS
Investments in mutual funds, at value	$274,421,278	$770,008,042	$132,603,746	$238,325,235	$163,352,061	$176,674,778
Receivables:
Due from Pacific Life Insurance Company	—	684,088	125,839	140,191	—	—
Investments sold	2,956	—	—	—	1,201,968	60,569
Total Assets	274,424,234	770,692,130	132,729,585	238,465,426	164,554,029	176,735,347
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	1,006	—	—	—	1,199,454	57,448
Investments purchased	—	684,075	125,953	139,086	—	—
Total Liabilities	1,006	684,075	125,953	139,086	1,199,454	57,448
NET ASSETS	$274,423,228	$770,008,055	$132,603,632	$238,326,340	$163,354,575	$176,677,899
NET ASSETS CONSIST OF:
Accumulation units	274,273,619	769,737,014	132,543,833	238,162,359	163,188,855	176,555,740
Contracts in payout (annuitization) period	149,609	271,041	59,799	163,981	165,720	122,159
NET ASSETS	$274,423,228	$770,008,055	$132,603,632	$238,326,340	$163,354,575	$176,677,899
Units Outstanding	14,056,494	39,266,074	5,377,847	7,589,376	9,251,139	9,256,573
Accumulation Unit Value	$10.94 - $25.09	$10.69 - $42.36	$13.73 - $46.90	$11.98 - $50.93	$12.05 - $27.69	$9.74 - $23.93
Cost of Investments	$108,821,739	$401,029,140	$27,603,934	$101,821,239	$61,212,961	$69,378,415

	Main Street	Mid-Cap	Mid-Cap	Mid-Cap	Small-Cap	Small-Cap
	Core	Equity	Growth	Value	Equity	Index
ASSETS
Investments in mutual funds, at value	$253,539,911	$188,421,768	$198,480,541	$76,990,094	$44,748,211	$187,507,984
Receivables:
Due from Pacific Life Insurance Company	36,719	115,977	175,269	87,572	15,171	191,824
Investments sold	—	—	—	—	—	—
Total Assets	253,576,630	188,537,745	198,655,810	77,077,666	44,763,382	187,699,808
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	—	—	—	—	—	—
Investments purchased	33,866	113,324	174,340	87,344	15,493	190,882
Total Liabilities	33,866	113,324	174,340	87,344	15,493	190,882
NET ASSETS	$253,542,764	$188,424,421	$198,481,470	$76,990,322	$44,747,889	$187,508,926
NET ASSETS CONSIST OF:
Accumulation units	253,054,576	188,227,197	198,334,982	76,900,607	44,727,166	187,431,926
Contracts in payout (annuitization) period	488,188	197,224	146,488	89,715	20,723	77,000
NET ASSETS	$253,542,764	$188,424,421	$198,481,470	$76,990,322	$44,747,889	$187,508,926
Units Outstanding	10,633,140	7,287,312	11,170,460	4,398,530	2,597,583	9,742,504
Accumulation Unit Value	$10.93 - $32.91	$10.43 - $38.98	$11.76 - $22.54	$9.87 - $26.85	$9.68 - $27.88	$9.71 - $29.43
Cost of Investments	$91,167,367	$79,434,490	$66,595,197	$47,659,881	$23,626,860	$73,295,913

See Notes to Financial Statements

SA-5

SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

DECEMBER 31, 2018

	Variable Accounts
	Small-Cap	Value	Emerging	International	International	International
	Value	Advantage	Markets	Large-Cap	Small-Cap	Value
ASSETS
Investments in mutual funds, at value	$98,854,861	$29,759,727	$178,866,945	$231,936,955	$37,107,511	$103,781,837
Receivables:
Due from Pacific Life Insurance Company	170,873	52,314	—	144,771	52,830	46,633
Investments sold	—	—	29,228	—	—	—
Total Assets	99,025,734	29,812,041	178,896,173	232,081,726	37,160,341	103,828,470
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	—	—	27,559	—	—	—
Investments purchased	169,638	53,209	—	142,020	51,792	45,226
Total Liabilities	169,638	53,209	27,559	142,020	51,792	45,226
NET ASSETS	$98,856,096	$29,758,832	$178,868,614	$231,939,706	$37,108,549	$103,783,244
NET ASSETS CONSIST OF:
Accumulation units	98,710,258	29,757,020	178,729,821	231,817,451	37,055,843	103,675,353
Contracts in payout (annuitization) period	145,838	1,812	138,793	122,255	52,706	107,891
NET ASSETS	$98,856,096	$29,758,832	$178,868,614	$231,939,706	$37,108,549	$103,783,244
Units Outstanding	4,539,485	2,092,943	9,588,606	16,898,528	3,211,173	9,595,349
Accumulation Unit Value	$9.00 - $42.72	$10.51 - $15.04	$9.86 - $63.42	$10.16 - $22.92	$9.23 - $16.74	$6.61 - $12.68
Cost of Investments	$47,349,846	$25,417,219	$61,024,774	$118,583,293	$19,790,223	$69,348,132

	Health	Real		Currency	Diversified	Equity
	Sciences	Estate	Technology	Strategies	Alternatives	Long/Short
ASSETS
Investments in mutual funds, at value	$269,298,176	$121,396,303	$109,015,700	$3,497,703	$2,160,955	$15,295,712
Receivables:
Due from Pacific Life Insurance Company	67,978	—	41,835	—	4,739	8,876
Investments sold	—	121,275	—	6,530	—	—
Total Assets	269,366,154	121,517,578	109,057,535	3,504,233	2,165,694	15,304,588
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	—	118,842	—	6,582	—	—
Investments purchased	64,924	—	42,969	—	4,870	9,580
Total Liabilities	64,924	118,842	42,969	6,582	4,870	9,580
NET ASSETS	$269,301,230	$121,398,736	$109,014,566	$3,497,651	$2,160,824	$15,295,008
NET ASSETS CONSIST OF:
Accumulation units	269,168,439	121,244,157	109,000,127	3,497,651	2,160,824	15,295,008
Contracts in payout (annuitization) period	132,791	154,579	14,439	—	—	—
NET ASSETS	$269,301,230	$121,398,736	$109,014,566	$3,497,651	$2,160,824	$15,295,008
Units Outstanding	8,381,895	5,741,006	7,966,233	331,932	211,771	1,286,947
Accumulation Unit Value	$11.79 - $60.44	$9.98 - $48.75	$8.80 - $18.15	$10.15 - $11.24	$9.96 - $10.47	$9.80 - $12.35
Cost of Investments	$55,039,619	$38,849,868	$57,859,793	$3,084,899	$2,175,196	$14,404,047

See Notes to Financial Statements

SA-6

SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

DECEMBER 31, 2018

	Variable Accounts
		Pacific	Pacific			Portfolio
	Global	Dynamix -	Dynamix -	Pacific	Portfolio	Optimization
	Absolute	Conservative	Moderate	Dynamix -	Optimization	Moderate-
	Return	Growth	Growth	Growth	Conservative	Conservative
ASSETS
Investments in mutual funds, at value	$10,074,599	$457,604,081	$2,056,344,050	$622,883,760	$1,394,997,074	$2,208,195,222
Receivables:
Due from Pacific Life Insurance Company	1,483	—	69,628	279,565	—	—
Investments sold	—	775,761	—	—	1,468,727	1,408,250
Total Assets	10,076,082	458,379,842	2,056,413,678	623,163,325	1,396,465,801	2,209,603,472
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	—	777,088	—	—	1,465,099	1,401,035
Investments purchased	3,842	—	68,480	281,414	—	—
Total Liabilities	3,842	777,088	68,480	281,414	1,465,099	1,401,035
NET ASSETS	$10,072,240	$457,602,754	$2,056,345,198	$622,881,911	$1,395,000,702	$2,208,202,437
NET ASSETS CONSIST OF:
Accumulation units	10,072,240	457,455,161	2,056,142,207	622,715,934	1,394,642,621	2,207,122,460
Contracts in payout (annuitization) period	—	147,593	202,991	165,977	358,081	1,079,977
NET ASSETS	$10,072,240	$457,602,754	$2,056,345,198	$622,881,911	$1,395,000,702	$2,208,202,437
Units Outstanding	1,014,795	34,320,308	144,819,535	37,185,605	122,666,989	182,298,210
Accumulation Unit Value	$9.56 - $10.58	$10.05 - $17.60	$10.04 - $20.07	$10.14 - $22.71	$9.89 - $12.42	$9.95 - $13.22
Cost of Investments	$9,292,972	$362,136,369	$1,587,304,614	$432,095,354	$1,107,025,563	$1,626,334,016

			Portfolio		Invesco V.I.	Invesco V.I.
	Portfolio	Portfolio	Optimization	PSF DFA	Balanced-Risk	Equity and
	Optimization	Optimization	Aggressive-	Balanced	Allocation	Income
	Moderate	Growth	Growth	Allocation	Series II	Series II
ASSETS
Investments in mutual funds, at value	$8,963,314,941	$7,468,416,926	$1,580,119,037	$150,673,892	$322,177,060	$41,334,458
Receivables:
Due from Pacific Life Insurance Company	—	—	—	199,054	—	—
Investments sold	5,134,577	4,719,588	142,074	—	195,588	4,973
Total Assets	8,968,449,518	7,473,136,514	1,580,261,111	150,872,946	322,372,648	41,339,431
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	5,129,183	4,711,308	137,569	—	193,003	7,228
Investments purchased	—	—	—	202,049	—	—
Total Liabilities	5,129,183	4,711,308	137,569	202,049	193,003	7,228
NET ASSETS	$8,963,320,335	$7,468,425,206	$1,580,123,542	$150,670,897	$322,179,645	$41,332,203
NET ASSETS CONSIST OF:
Accumulation units	8,959,539,282	7,466,202,055	1,579,162,837	150,618,843	322,164,554	41,322,412
Contracts in payout (annuitization) period	3,781,053	2,223,151	960,705	52,054	15,091	9,791
NET ASSETS	$8,963,320,335	$7,468,425,206	$1,580,123,542	$150,670,897	$322,179,645	$41,332,203
Units Outstanding	705,768,256	563,059,591	117,617,743	13,984,638	22,504,624	3,724,610
Accumulation Unit Value	$9.87 - $14.23	$10.77 - $15.27	$9.97 - $15.95	$9.95 - $11.05	$9.74 - $19.24	$9.54 - $11.67
Cost of Investments	$6,191,723,944	$4,849,733,263	$994,516,626	$151,891,541	$362,854,801	$44,554,148

See Notes to Financial Statements

SA-7

SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

DECEMBER 31, 2018

	Variable Accounts
	Invesco V.I.	American		American Funds		American Funds
	Global	Century	American Funds	IS Blue Chip	American Funds	IS Capital
	Real Estate	VP Mid Cap	IS Asset Allocation	Income and Growth	IS Bond	Income Builder
	Series II	Value Class II	Class 4	Class 4	Class 4	Class 4
ASSETS
Investments in mutual funds, at value	$6,257,979	$69,292,067	$2,810,177,987	$85,726,358	$46,518,759	$85,372,099
Receivables:
Due from Pacific Life Insurance Company	—	30,183	—	194,911	—	—
Investments sold	74,959	—	670,993	—	24,773	5,991
Total Assets	6,332,938	69,322,250	2,810,848,980	85,921,269	46,543,532	85,378,090
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	75,351	—	672,342	—	26,592	9,129
Investments purchased	—	31,900	—	198,402	—	—
Total Liabilities	75,351	31,900	672,342	198,402	26,592	9,129
NET ASSETS	$6,257,587	$69,290,350	$2,810,176,638	$85,722,867	$46,516,940	$85,368,961
NET ASSETS CONSIST OF:
Accumulation units	6,257,587	69,240,177	2,809,944,398	85,581,520	46,516,940	85,368,961
Contracts in payout (annuitization) period	—	50,173	232,240	141,347	—	—
NET ASSETS	$6,257,587	$69,290,350	$2,810,176,638	$85,722,867	$46,516,940	$85,368,961
Units Outstanding	643,423	4,648,111	246,768,480	7,269,940	4,611,732	8,466,870
Accumulation Unit Value	$9.44 - $10.87	$9.19 - $16.93	$10.19 - $12.25	$9.96 - $12.17	$9.80 - $10.31	$9.68 - $10.60
Cost of Investments	$6,669,443	$70,976,786	$2,835,883,829	$93,212,026	$47,720,358	$88,804,742

			American Funds		American Funds
	American Funds	American Funds	IS Global Growth	American Funds	IS Global Small	American Funds
	IS Global Balanced	IS Global Bond	and Income	IS Global Growth	Capitalization	IS Growth
	Class 4	Class 4	Class 4	Class 4	Class 4	Class 4
ASSETS
Investments in mutual funds, at value	$47,968,193	$12,822,535	$28,177,993	$78,944,409	$16,044,792	$352,638,129
Receivables:
Due from Pacific Life Insurance Company	115,743	—	63,063	101,686	18,450	—
Investments sold	—	10,292	—	—	—	933,787
Total Assets	48,083,936	12,832,827	28,241,056	79,046,095	16,063,242	353,571,916
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	—	10,865	—	—	—	937,341
Investments purchased	117,641	—	64,150	103,325	19,113	—
Total Liabilities	117,641	10,865	64,150	103,325	19,113	937,341
NET ASSETS	$47,966,295	$12,821,962	$28,176,906	$78,942,770	$16,044,129	$352,634,575
NET ASSETS CONSIST OF:
Accumulation units	47,966,295	12,806,358	28,140,019	78,825,031	16,044,129	352,525,625
Contracts in payout (annuitization) period	—	15,604	36,887	117,739	—	108,950
NET ASSETS	$47,966,295	$12,821,962	$28,176,906	$78,942,770	$16,044,129	$352,634,575
Units Outstanding	4,336,770	1,258,572	2,456,273	6,148,518	1,471,715	26,297,274
Accumulation Unit Value	$10.76 - $11.32	$9.90 - $10.45	$10.31 - $11.75	$10.59 - $13.51	$10.15 - $11.19	$11.37 - $15.55
Cost of Investments	$50,186,247	$13,042,721	$30,948,366	$83,558,294	$17,716,225	$350,347,861

See Notes to Financial Statements

SA-8

SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

DECEMBER 31, 2018

	Variable Accounts
		American Funds		American Funds	American Funds
	American Funds	IS High-Income	American Funds	IS International	IS Managed Risk	American Funds IS
	IS Growth-Income	Bond	IS International	Growth and Income	Asset Allocation	New World Fund
	Class 4	Class 4	Class 4	Class 4	Class P2	Class 4
ASSETS
Investments in mutual funds, at value	$323,653,004	$20,145,910	$60,537,278	$43,003,665	$115,012,002	$43,132,827
Receivables:
Due from Pacific Life Insurance Company	195,748	24,424	74,879	45,417	—	4,083
Investments sold	—	—	—	—	22,960	—
Total Assets	323,848,752	20,170,334	60,612,157	43,049,082	115,034,962	43,136,910
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	—	—	—	—	26,375	—
Investments purchased	198,463	25,315	77,334	47,146	—	5,726
Total Liabilities	198,463	25,315	77,334	47,146	26,375	5,726
NET ASSETS	$323,650,289	$20,145,019	$60,534,823	$43,001,936	$115,008,587	$43,131,184
NET ASSETS CONSIST OF:
Accumulation units	323,340,385	20,145,019	60,534,823	42,995,135	114,986,019	43,131,184
Contracts in payout (annuitization) period	309,904	—	—	6,801	22,568	—
NET ASSETS	$323,650,289	$20,145,019	$60,534,823	$43,001,936	$115,008,587	$43,131,184
Units Outstanding	25,499,425	1,818,203	5,877,732	4,409,965	10,040,824	4,358,296
Accumulation Unit Value	$10.95 - $14.12	$9.88 - $11.41	$9.86 - $11.38	$9.18 - $11.23	$10.12 - $12.05	$9.48 - $11.14
Cost of Investments	$329,605,109	$21,424,543	$67,043,137	$45,264,608	$113,892,698	$43,994,216

	American Funds IS
	U.S. Government/	BlackRock	BlackRock	BlackRock
	AAA-Rated	Capital	Global	iShares Dynamic	Fidelity VIP	Fidelity VIP
	Securities	Appreciation	Allocation	Allocation	Contrafund	FundsManager 60%
	Class 4	V.I. Class III	V.I. Class III	V.I. Class I	Service Class 2	Service Class 2
ASSETS
Investments in mutual funds, at value	$42,710,689	$32,795,833	$1,575,509,795	$22,307,120	$181,797,240	$258,480,725
Receivables:
Due from Pacific Life Insurance Company	—	92,884	—	145,469	172,419	475,527
Investments sold	27,767	—	1,107,450	—	—	—
Total Assets	42,738,456	32,888,717	1,576,617,245	22,452,589	181,969,659	258,956,252
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	30,323	—	1,100,388	—	—	—
Investments purchased	—	92,352	—	146,539	175,748	477,219
Total Liabilities	30,323	92,352	1,100,388	146,539	175,748	477,219
NET ASSETS	$42,708,133	$32,796,365	$1,575,516,857	$22,306,050	$181,793,911	$258,479,033
NET ASSETS CONSIST OF:
Accumulation units	42,708,133	32,762,820	1,575,474,444	22,306,050	181,788,846	258,377,235
Contracts in payout (annuitization) period	—	33,545	42,413	—	5,065	101,798
NET ASSETS	$42,708,133	$32,796,365	$1,575,516,857	$22,306,050	$181,793,911	$258,479,033
Units Outstanding	4,222,318	1,475,578	132,460,071	2,089,209	11,658,277	20,000,705
Accumulation Unit Value	$9.72 - $10.55	$18.76 - $25.16	$9.79 - $13.54	$10.25 - $11.12	$10.30 - $17.08	$10.16 - $14.33
Cost of Investments	$43,248,225	$36,635,311	$1,480,826,638	$21,689,217	$187,153,745	$279,263,213

See Notes to Financial Statements

SA-9

SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

DECEMBER 31, 2018

	Variable Accounts
	Fidelity VIP		First Trust	First Trust/Dow	First Trust	Franklin
	Government	Fidelity VIP	Dorsey Wright	Jones Dividend &	Multi Income	Founding Funds
	Money Market	Strategic Income	Tactical Core	Income Allocation	Allocation	Allocation
	Service Class	Service Class 2	Class I	Class I	Class I	VIP Class 2
ASSETS
Investments in mutual funds, at value	$298,394,463	$57,474,545	$27,161,891	$535,426,088	$13,162,551	$19,722,771
Receivables:
Due from Pacific Life Insurance Company	2,711,926	105,583	42,063	125,934	24,608	—
Investments sold	—	—	—	—	—	76,454
Total Assets	301,106,389	57,580,128	27,203,954	535,552,022	13,187,159	19,799,225
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	—	—	—	—	—	76,868
Investments purchased	2,718,841	107,708	43,372	129,461	25,252	—
Total Liabilities	2,718,841	107,708	43,372	129,461	25,252	76,868
NET ASSETS	$298,387,548	$57,472,420	$27,160,582	$535,422,561	$13,161,907	$19,722,357
NET ASSETS CONSIST OF:
Accumulation units	297,940,943	57,472,420	27,160,582	535,308,616	13,146,743	19,717,701
Contracts in payout (annuitization) period	446,605	—	—	113,945	15,164	4,656
NET ASSETS	$298,387,548	$57,472,420	$27,160,582	$535,422,561	$13,161,907	$19,722,357
Units Outstanding	31,093,930	5,371,527	2,604,023	38,964,983	1,249,607	1,325,154
Accumulation Unit Value	$9.31 - $10.15	$9.97 - $11.20	$10.08 - $10.94	$10.19 - $15.22	$9.59 - $11.00	$13.63 - $15.76
Cost of Investments	$298,394,463	$60,001,505	$28,434,037	$506,369,043	$13,467,161	$21,655,109

	Franklin		Franklin	Franklin		Ivy
	Founding Funds	Franklin	Mutual Global	Rising	Templeton	VIP Asset
	Allocation	Income	Discovery	Dividends	Global Bond	Strategy
	VIP Class 4	VIP Class 2	VIP Class 2	VIP Class 2	VIP Class 2	Class II
ASSETS
Investments in mutual funds, at value	$254,729,625	$38,549,610	$186,080,229	$154,894,963	$95,142,438	$13,696,566
Receivables:
Due from Pacific Life Insurance Company	—	—	283,471	—	—	3,592
Investments sold	37,764	5,875	—	22,191	210,283	—
Total Assets	254,767,389	38,555,485	186,363,700	154,917,154	95,352,721	13,700,158
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	33,997	7,777	—	22,616	212,091	—
Investments purchased	—	—	285,096	—	—	3,953
Total Liabilities	33,997	7,777	285,096	22,616	212,091	3,953
NET ASSETS	$254,733,392	$38,547,708	$186,078,604	$154,894,538	$95,140,630	$13,696,205
NET ASSETS CONSIST OF:
Accumulation units	254,733,392	38,547,708	185,992,284	154,851,338	95,134,803	13,696,205
Contracts in payout (annuitization) period	—	—	86,320	43,200	5,827	—
NET ASSETS	$254,733,392	$38,547,708	$186,078,604	$154,894,538	$95,140,630	$13,696,205
Units Outstanding	20,456,672	3,727,163	13,449,622	9,931,707	9,627,263	1,483,636
Accumulation Unit Value	$10.27 - $14.73	$10.05 - $10.72	$9.83 - $16.49	$10.67 - $17.24	$9.26 - $12.52	$8.91 - $11.25
Cost of Investments	$242,283,485	$39,377,123	$220,327,284	$154,115,796	$92,450,913	$14,403,639

See Notes to Financial Statements

SA-10

SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

DECEMBER 31, 2018

	Variable Accounts
		Janus	Janus	JPMorgan	JPMorgan	JPMorgan
	Ivy	Henderson	Henderson	Insurance Trust	Insurance Trust	Insurance Trust
	VIP Energy	Balanced	Flexible Bond	Core Bond	Global Allocation	Income Builder
	Class II	Service Shares	Service Shares	Class 1	Class 2	Class 2
ASSETS
Investments in mutual funds, at value	$14,927,732	$2,154,006,723	$25,651,640	$175,204	$10,545,956	$9,065,634
Receivables:
Due from Pacific Life Insurance Company	171,905	—	—	—	—	—
Investments sold	—	195,785	11,086	20	9,408	1,160
Total Assets	15,099,637	2,154,202,508	25,662,726	175,224	10,555,364	9,066,794
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	—	198,705	12,109	3	9,837	1,613
Investments purchased	172,830	—	—	—	—	—
Total Liabilities	172,830	198,705	12,109	3	9,837	1,613
NET ASSETS	$14,926,807	$2,154,003,803	$25,650,617	$175,221	$10,545,527	$9,065,181
NET ASSETS CONSIST OF:
Accumulation units	14,926,807	2,153,961,633	25,638,291	174,992	10,545,527	9,065,181
Contracts in payout (annuitization) period	—	42,170	12,326	229	—	—
NET ASSETS	$14,926,807	$2,154,003,803	$25,650,617	$175,221	$10,545,527	$9,065,181
Units Outstanding	2,874,689	151,998,954	2,570,835	11,899	993,900	874,702
Accumulation Unit Value	$5.06 - $5.61	$11.05 - $15.53	$9.66 - $10.41	$14.31 - $14.74	$10.21 - $11.08	$10.06 - $10.76
Cost of Investments	$19,571,607	$2,005,612,092	$26,653,198	$171,683	$10,761,441	$8,984,257

	JPMorgan	JPMorgan	ClearBridge	Lord Abbett	Lord Abbett
	Insurance Trust	Insurance Trust	Variable	Bond	International	Lord Abbett
	Mid Cap Value	U.S. Equity	Aggressive Growth	Debenture	Equity	Total Return
	Class 1	Class 1	- Class II	Class VC	Class VC	Class VC
ASSETS
Investments in mutual funds, at value	$83,916	$15,533	$6,923,407	$91,542,055	$57,329,980	$287,710,129
Receivables:
Due from Pacific Life Insurance Company	—	—	19,045	—	126,034	—
Investments sold	10	2	—	72,180	—	1,290,739
Total Assets	83,926	15,535	6,942,452	91,614,235	57,456,014	289,000,868
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	9	88	—	74,408	—	1,291,662
Investments purchased	—	—	19,330	—	126,519	—
Total Liabilities	9	88	19,330	74,408	126,519	1,291,662
NET ASSETS	$83,917	$15,447	$6,923,122	$91,539,827	$57,329,495	$287,709,206
NET ASSETS CONSIST OF:
Accumulation units	83,917	15,447	6,923,122	91,524,527	57,326,837	287,688,460
Contracts in payout (annuitization) period	—	—	—	15,300	2,658	20,746
NET ASSETS	$83,917	$15,447	$6,923,122	$91,539,827	$57,329,495	$287,709,206
Units Outstanding	3,373	588	678,630	7,732,403	5,019,994	25,481,194
Accumulation Unit Value	$24.31 - $25.03	$26.25 - $26.25	$9.60 - $10.62	$9.94 - $12.70	$8.26 - $12.58	$9.91 - $12.65
Cost of Investments	$58,143	$5,957	$7,763,987	$98,534,616	$62,922,493	$298,127,950

See Notes to Financial Statements

SA-11

SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

DECEMBER 31, 2018

	Variable Accounts
				MFS
	MFS	MFS	MFS	Massachusetts	Neuberger Berman
	Total Return	Utilities	Value	Investors	U.S. Equity Index	Oppenheimer
	Series -	Series -	Series -	Growth Stock -	PutWrite Strategy	Global Fund/VA
	Service Class	Service Class	Service Class	Service Class	Class S	Service Shares
ASSETS
Investments in mutual funds, at value	$372,281,950	$45,547,552	$72,135,109	$67,120,274	$938,798	$15,320,540
Receivables:
Due from Pacific Life Insurance Company	142,773	—	119,571	158,802	1,563	—
Investments sold	—	78,025	—	—	—	16,668
Total Assets	372,424,723	45,625,577	72,254,680	67,279,076	940,361	15,337,208
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	—	79,129	—	—	—	17,288
Investments purchased	143,391	—	119,387	158,068	1,602	—
Total Liabilities	143,391	79,129	119,387	158,068	1,602	17,288
NET ASSETS	$372,281,332	$45,546,448	$72,135,293	$67,121,008	$938,759	$15,319,920
NET ASSETS CONSIST OF:
Accumulation units	372,186,109	45,528,914	72,131,556	67,113,353	938,759	15,319,920
Contracts in payout (annuitization) period	95,223	17,534	3,737	7,655	—	—
NET ASSETS	$372,281,332	$45,546,448	$72,135,293	$67,121,008	$938,759	$15,319,920
Units Outstanding	27,386,021	3,586,304	3,700,200	5,156,328	100,732	1,385,063
Accumulation Unit Value	$9.95 - $15.28	$11.75 - $14.20	$17.95 - $22.29	$12.68 - $13.04	$9.15 - $9.90	$10.50 - $11.85
Cost of Investments	$380,072,234	$42,527,816	$69,137,603	$65,911,272	$995,041	$16,411,111

			PIMCO
	Oppenheimer	PIMCO	Commodity-			SP Prudential
	International	All Asset All	RealReturn		SP International	U.S. Emerging
	Growth Fund/VA	Authority -	Strategy -	Jennison	Growth	Growth
	Service Shares	Advisor Class	Advisor Class	Class II	Class II	Class II
ASSETS
Investments in mutual funds, at value	$11,685,615	$2,918,852	$6,776,963	$61,301	$44,356	$91,294
Receivables:
Due from Pacific Life Insurance Company	45,126	—	2,227	—	—	—
Investments sold	—	3,356	—	25	6	26
Total Assets	11,730,741	2,922,208	6,779,190	61,326	44,362	91,320
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	—	3,542	—	46	32	32
Investments purchased	45,662	—	2,639	—	—	—
Total Liabilities	45,662	3,542	2,639	46	32	32
NET ASSETS	$11,685,079	$2,918,666	$6,776,551	$61,280	$44,330	$91,288
NET ASSETS CONSIST OF:
Accumulation units	11,685,079	2,918,666	6,776,551	61,280	44,330	91,288
Contracts in payout (annuitization) period	—	—	—	—	—	—
NET ASSETS	$11,685,079	$2,918,666	$6,776,551	$61,280	$44,330	$91,288
Units Outstanding	1,233,981	320,055	1,366,854	2,270	2,732	3,261
Accumulation Unit Value	$9.17 - $10.40	$8.89 - $9.52	$4.59 - $8.77	$26.36 - $27.29	$15.79 - $16.82	$27.69 - $29.42
Cost of Investments	$13,271,109	$2,891,683	$7,894,824	$12,585	$23,349	$41,081

See Notes to Financial Statements

SA-12

SEPARATE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

DECEMBER 31, 2018

	Variable Accounts
		Schwab		Schwab		State Street
	Value	Government	Schwab	VIT Balanced	Schwab	Total Return
	Class II	Money Market (1)	VIT Balanced	with Growth	VIT Growth	V.I.S. Class 3
ASSETS
Investments in mutual funds, at value	$107,516	$—	$58,844,756	$126,869,954	$132,423,240	$404,147,170
Receivables:
Due from Pacific Life Insurance Company	—	—	—	—	—	—
Investments sold	14	—	9,869	25,325	26,522	102,864
Total Assets	107,530	—	58,854,625	126,895,279	132,449,762	404,250,034
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	103	—	10,181	26,040	26,773	101,055
Investments purchased	—	—	—	—	—	—
Total Liabilities	103	—	10,181	26,040	26,773	101,055
NET ASSETS	$107,427	$—	$58,844,444	$126,869,239	$132,422,989	$404,148,979
NET ASSETS CONSIST OF:
Accumulation units	107,427	—	58,844,444	126,869,239	132,422,989	404,148,979
Contracts in payout (annuitization) period	—	—	—	—	—	—
NET ASSETS	$107,427	$—	$58,844,444	$126,869,239	$132,422,989	$404,148,979
Units Outstanding	5,417	—	4,934,852	10,008,190	9,611,058	26,335,073
Accumulation Unit Value	$19.16 - $20.35	See Note (1)	$10.51 - $11.95	$10.79 - $12.83	$11.08 - $13.87	$10.05 - $19.66
Cost of Investments	$49,056	$—	$55,784,475	$116,586,314	$117,950,475	$446,856,288

	VanEck VIP
	Global Hard Assets
	Class S
ASSETS
Investments in mutual funds, at value	$11,751,720
Receivables:
Due from Pacific Life Insurance Company	147,411
Investments sold	—
Total Assets	11,899,131
LIABILITIES
Payables:
Due to Pacific Life Insurance Company	—
Investments purchased	147,825
Total Liabilities	147,825
NET ASSETS	$11,751,306
NET ASSETS CONSIST OF:
Accumulation units	11,750,409
Contracts in payout (annuitization) period	897
NET ASSETS	$11,751,306
Units Outstanding	2,121,470
Accumulation Unit Value	$5.15 - $6.78
Cost of Investments	$13,065,879

(1) Operations commenced or resumed during 2018 and all units were fully redeemed or transferred prior to December 31, 2018 (See Financial Highlights for commencement date of operations and date of full redemption).

See Notes to Financial Statements

SA-13

SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2018

	Variable Accounts
	Core			Diversified			Floating			Floating			High Yield			Inflation
	Income			Bond			Rate Income			Rate Loan			Bond			Managed
INVESTMENT INCOME
Dividends	$	—		$	—		$	—		$	—		$	—		$	—
EXPENSES
Mortality and expense risk	99,863			1,571,990			615,185			1,549,673			2,159,142			2,407,650
Administrative fees	21,884			297,821			122,386			274,647			348,951			361,461
Total Expenses	121,747			1,869,811			737,571			1,824,320			2,508,093			2,769,111
Net Investment Income (Loss)	(121,747		)	(1,869,811		)	(737,571		)	(1,824,320		)	(2,508,093		)	(2,769,111		)
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	(28,798		)	(107,930		)	(78,394		)	48,786			8,540,632			543,077
Capital gain distributions	—			—			—			—			—			—
Realized Gain (Loss) on Investments	(28,798		)	(107,930		)	(78,394		)	48,786			8,540,632			543,077
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	(167,836		)	(1,849,142		)	(400,325		)	(222,253		)	(13,952,500		)	(4,751,778		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(318,381	)	$	(3,826,883	)	$	(1,216,290	)	$	(1,997,787	)	$	(7,919,961	)	$	(6,977,812	)

	Inflation			Managed			Short Duration			Emerging						Developing
	Strategy			Bond			Bond			Markets Debt			Comstock			Growth
INVESTMENT INCOME
Dividends	$	—		$	—		$	—		$	—		$	—		$	—
EXPENSES
Mortality and expense risk	172,070			4,611,964			2,744,328			235,401			1,875,173			1,164,910
Administrative fees	31,075			717,749			559,560			42,580			349,534			196,198
Total Expenses	203,145			5,329,713			3,303,888			277,981			2,224,707			1,361,108
Net Investment Income (Loss)	(203,145		)	(5,329,713		)	(3,303,888		)	(277,981		)	(2,224,707		)	(1,361,108		)
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	(6,890		)	6,085,724			80,588			(116,086		)	6,032,840			2,795,460
Capital gain distributions	—			—			—			—			—			—
Realized Gain (Loss) on Investments	(6,890		)	6,085,724			80,588			(116,086		)	6,032,840			2,795,460
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	(218,752		)	(8,838,521		)	3,465,660			(1,091,680		)	(29,955,964		)	1,857,247
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(428,787	)	$	(8,082,510	)	$	242,360		$	(1,485,747	)	$	(26,147,831	)	$	3,291,599

	Dividend			Equity			Focused						Large-Cap			Large-Cap
	Growth			Index			Growth			Growth			Growth			Value
INVESTMENT INCOME
Dividends	$	—		$	—		$	—		$	—		$	—		$	—
EXPENSES
Mortality and expense risk	3,132,729			8,825,592			1,754,393			3,156,497			2,192,711			2,478,039
Administrative fees	553,940			1,670,553			283,826			457,657			356,074			391,108
Total Expenses	3,686,669			10,496,145			2,038,219			3,614,154			2,548,785			2,869,147
Net Investment Income (Loss)	(3,686,669		)	(10,496,145		)	(2,038,219		)	(3,614,154		)	(2,548,785		)	(2,869,147		)
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	7,872,122			(1,558,090		)	669,663			5,815,717			(1,055,518		)	12,519,767
Capital gain distributions	—			—			—			—			—			—
Realized Gain (Loss) on Investments	7,872,122			(1,558,090		)	669,663			5,815,717			(1,055,518		)	12,519,767
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	(10,759,389		)	(37,762,356		)	5,586,820			518,898			2,898,436			(30,608,747		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(6,573,936	)	$	(49,816,591	)	$	4,218,264		$	2,720,461		$	(705,867	)	$	(20,958,127	)

See Notes to Financial Statements

SA-14

SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2018

	Variable Accounts
	Main Street			Mid-Cap			Mid-Cap			Mid-Cap			Small-Cap			Small-Cap
	Core			Equity			Growth			Value			Equity			Index
INVESTMENT INCOME
Dividends	$	—		$	—		$	—		$	—		$	—		$	—
EXPENSES
Mortality and expense risk	3,508,724			2,689,675			2,421,380			1,022,153			572,215			2,577,678
Administrative fees	500,790			405,111			413,483			187,070			102,606			428,231
Total Expenses	4,009,514			3,094,786			2,834,863			1,209,223			674,821			3,005,909
Net Investment Income (Loss)	(4,009,514		)	(3,094,786		)	(2,834,863		)	(1,209,223		)	(674,821		)	(3,005,909		)
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	11,974,983			7,940,208			6,247,268			1,985,335			61,670			(447,458		)
Capital gain distributions	—			—			—			—			—			—
Realized Gain (Loss) on Investments	11,974,983			7,940,208			6,247,268			1,985,335			61,670			(447,458		)
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	(32,344,918		)	(27,954,620		)	(5,276,148		)	(15,374,912		)	(6,696,153		)	(24,216,135		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(24,379,449	)	$	(23,109,198	)	$	(1,863,743	)	$	(14,598,800	)	$	(7,309,304	)	$	(27,669,502	)

	Small-Cap			Value			Emerging			International			International			International
	Value			Advantage			Markets			Large-Cap			Small-Cap			Value
INVESTMENT INCOME
Dividends	$	—		$	—		$	—		$	—		$	—		$	—
EXPENSES
Mortality and expense risk	1,450,110			304,928			2,384,697			2,729,132			531,573			1,435,813
Administrative fees	242,100			63,453			396,202			471,310			94,351			222,925
Total Expenses	1,692,210			368,381			2,780,899			3,200,442			625,924			1,658,738
Net Investment Income (Loss)	(1,692,210		)	(368,381		)	(2,780,899		)	(3,200,442		)	(625,924		)	(1,658,738		)
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	6,800,968			(83,042		)	3,202,426			6,200,133			177,110			1,937,037
Capital gain distributions	—			—			—			—			—			—
Realized Gain (Loss) on Investments	6,800,968			(83,042		)	3,202,426			6,200,133			177,110			1,937,037
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	(25,843,530		)	(2,870,684		)	(28,074,978		)	(37,328,123		)	(10,756,046		)	(20,144,821		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(20,734,772	)	$	(3,322,107	)	$	(27,653,451	)	$	(34,328,432	)	$	(11,204,860	)	$	(19,866,522	)

	Health			Real						Currency			Diversified			Equity
	Sciences			Estate			Technology			Strategies			Alternatives			Long/Short
INVESTMENT INCOME
Dividends	$	—		$	—		$	—		$	—		$	—		$	—
EXPENSES
Mortality and expense risk	3,382,038			1,671,445			1,444,689			39,421			20,607			174,807
Administrative fees	564,689			267,807			238,932			7,349			4,363			37,092
Total Expenses	3,946,727			1,939,252			1,683,621			46,770			24,970			211,899
Net Investment Income (Loss)	(3,946,727		)	(1,939,252		)	(1,683,621		)	(46,770		)	(24,970		)	(211,899		)
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	13,190,764			14,425,762			(932,822		)	3,693			(34,333		)	(468,575		)
Capital gain distributions	—			—			—			—			—			—
Realized Gain (Loss) on Investments	13,190,764			14,425,762			(932,822		)	3,693			(34,333		)	(468,575		)
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	7,800,564			(24,945,078		)	1,643,648			189,064			(111,801		)	(2,784,189		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	17,044,601		$(12,458,568		)	$(972,795		)	$	145,987		$(171,104		)	$(3,464,663		)

See Notes to Financial Statements

SA-15

SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2018

	Variable Accounts
				Pacific			Pacific									Portfolio
	Global			Dynamix -			Dynamix -			Pacific			Portfolio			Optimization
	Absolute			Conservative			Moderate			Dynamix -			Optimization			Moderate-
	Return			Growth			Growth			Growth			Conservative			Conservative
INVESTMENT INCOME
Dividends	$	—		$	—		$	—		$	—		$	—		$	—
EXPENSES
Mortality and expense risk	116,445			5,156,413			23,170,981			7,639,878			19,813,008			31,462,139
Administrative fees	24,445			977,145			4,565,743			1,381,515			3,018,326			4,806,431
Total Expenses	140,890			6,133,558			27,736,724			9,021,393			22,831,334			36,268,570
Net Investment Income (Loss)	(140,890		)	(6,133,558		)	(27,736,724		)	(9,021,393		)	(22,831,334		)	(36,268,570		)
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	(41,178		)	2,014,270			333,893			396,455			55,016,232			120,688,530
Capital gain distributions	—			—			—			—			—			—
Realized Gain (Loss) on Investments	(41,178		)	2,014,270			333,893			396,455			55,016,232			120,688,530
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	(1,033,024		)	(20,315,596		)	(121,158,997		)	(49,582,072		)	(106,031,729		)	(239,686,795		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,215,092	)	$	(24,434,884	)	$	(148,561,828	)	$	(58,207,010	)	$	(73,846,831	)	$	(155,266,835	)

							Portfolio						Invesco V.I.			Invesco V.I.
	Portfolio			Portfolio			Optimization			PSF DFA			Balanced-Risk			Equity and
	Optimization			Optimization			Aggressive-			Balanced			Allocation			Income
	Moderate			Growth			Growth			Allocation			Series II			Series II
INVESTMENT INCOME
Dividends	$	—		$	—		$	—		$	—		$	4,651,905		$	900,735
EXPENSES
Mortality and expense risk	131,420,968			116,183,823			24,912,285			1,299,220			4,377,419			402,195
Administrative fees	19,881,098			17,070,894			3,692,651			288,038			762,053			84,376
Total Expenses	151,302,066			133,254,717			28,604,936			1,587,258			5,139,472			486,571
Net Investment Income (Loss)	(151,302,066		)	(133,254,717		)	(28,604,936		)	(1,587,258		)	(487,567		)	414,164
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	540,970,528			535,987,677			108,293,314			(259,191		)	(5,738,582		)	(246,819		)
Capital gain distributions	—			—			—			—			32,253,424			2,001,289
Realized Gain (Loss) on Investments	540,970,528			535,987,677			108,293,314			(259,191		)	26,514,842			1,754,470
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	(1,179,021,772		)	(1,204,332,714		)	(271,861,407		)	(9,671,029		)	(55,592,327		)	(7,156,139		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(789,353,310	)	$	(801,599,754	)	$	(192,173,029	)	$	(11,517,478	)	$	(29,565,052	)	$	(4,987,505	)

	Invesco V.I.			American						American Funds						American Funds
	Global			Century			American Funds			IS Blue Chip			American Funds			IS Capital
	Real Estate			VP Mid Cap			IS Asset Allocation			Income and Growth			IS Bond			Income Builder
	Series II			Value Class II			Class 4			Class 4			Class 4			Class 4
INVESTMENT INCOME
Dividends	$	247,601		$	984,790		$	43,577,777		$	1,670,722		$	998,261		$	2,344,866
EXPENSES
Mortality and expense risk	69,851			823,991			33,282,517			848,066			326,176			821,193
Administrative fees	14,255			166,355			6,274,256			178,442			72,809			168,653
Total Expenses	84,106			990,346			39,556,773			1,026,508			398,985			989,846
Net Investment Income (Loss)	163,495			(5,556		)	4,021,004			644,214			599,276			1,355,020
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	(59,877		)	(118,214		)	(6,211,038		)	(753,024		)	(334,003		)	(300,726		)
Capital gain distributions	82,560			4,713,173			130,410,580			6,409,321			52,130			189,707
Realized Gain (Loss) on Investments	22,683			4,594,959			124,199,542			5,656,297			(281,873		)	(111,019		)
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	(695,637		)	(15,777,015		)	(311,779,162		)	(15,911,752		)	(824,334		)	(8,693,071		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(509,459	)	$	(11,187,612	)	$	(183,558,616	)	$	(9,611,241	)	$	(506,931	)	$	(7,449,070	)

See Notes to Financial Statements

SA-16

SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2018

	Variable Accounts
							American Funds						American Funds
	American Funds			American Funds			IS Global Growth			American Funds			IS Global Small			American Funds
	IS Global Balanced			IS Global Bond			and Income			IS Global Growth			Capitalization			IS Growth
	Class 4			Class 4			Class 4			Class 4			Class 4			Class 4
INVESTMENT INCOME
Dividends	$	554,744		$	252,616		$	453,836		$	448,655		$	2,849		$	973,711
EXPENSES
Mortality and expense risk	447,551			108,653			247,284			782,838			116,322			4,190,742
Administrative fees	96,194			23,178			55,163			170,886			25,787			779,041
Total Expenses	543,745			131,831			302,447			953,724			142,109			4,969,783
Net Investment Income (Loss)	10,999			120,785			151,389			(505,069		)	(139,260		)	(3,996,072		)
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	(379,982		)	(88,304		)	(389,104		)	(947,992		)	(103,950		)	(1,759,234		)
Capital gain distributions	581,161			41,098			2,036,885			5,600,711			570,870			37,943,711
Realized Gain (Loss) on Investments	201,179			(47,206		)	1,647,781			4,652,719			466,920			36,184,477
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	(4,109,663		)	(422,122		)	(5,250,773		)	(13,865,532		)	(2,715,678		)	(39,704,843		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(3,897,485	)	$	(348,543	)	$	(3,451,603	)	$	(9,717,882	)	$	(2,388,018	)	$	(7,516,438	)

				American Funds						American Funds			American Funds
	American Funds			IS High-Income			American Funds			IS International			IS Managed Risk			American Funds IS
	IS Growth-Income			Bond			IS International			Growth and Income			Asset Allocation			New World Fund
	Class 4			Class 4			Class 4			Class 4			Class P2			Class 4
INVESTMENT INCOME
Dividends	$	4,368,305		$	1,133,916		$	1,021,278		$	989,299		$	1,621,473		$	325,483
EXPENSES
Mortality and expense risk	3,833,524			196,680			594,040			449,914			1,338,942			447,872
Administrative fees	697,647			43,154			128,806			97,478			261,665			94,525
Total Expenses	4,531,171			239,834			722,846			547,392			1,600,607			542,397
Net Investment Income (Loss)	(162,866		)	894,082			298,432			441,907			20,866			(216,914		)
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	(688,683		)	(269,906		)	(945,156		)	(578,876		)	(562,425		)	(728,755		)
Capital gain distributions	23,945,869			—			3,025,220			—			4,702,694			1,275,298
Realized Gain (Loss) on Investments	23,257,186			(269,906		)	2,080,064			(578,876		)	4,140,269			546,543
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	(34,546,280		)	(1,455,410		)	(12,606,620		)	(6,298,802		)	(11,695,514		)	(7,921,252		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(11,451,960	)	$	(831,234	)	$	(10,228,124	)	$	(6,435,771	)	$	(7,534,379	)	$	(7,591,623	)

	American Funds IS
	U.S. Government/			BlackRock			BlackRock			BlackRock
	AAA-Rated			Capital			Global			iShares Dynamic			Fidelity VIP			Fidelity VIP
	Securities			Appreciation			Allocation			Allocation			Contrafund			FundsManager 60%
	Class 4			V.I. Class III			V.I. Class III			V.I. Class I			Service Class 2			Service Class 2
INVESTMENT INCOME
Dividends	$	646,964		$	—		$	14,914,687		$	229,648		$	874,165		$	3,092,474
EXPENSES
Mortality and expense risk	344,258			257,795			21,458,500			252,484			2,063,779			2,950,176
Administrative fees	77,932			56,903			3,694,926			50,740			422,779			569,681
Total Expenses	422,190			314,698			25,153,426			303,224			2,486,558			3,519,857
Net Investment Income (Loss)	224,774			(314,698		)	(10,238,739		)	(73,576		)	(1,612,393		)	(427,383		)
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	(570,559		)	735,617			12,791,059			(92,002		)	(1,652,280		)	(3,043,195		)
Capital gain distributions	—			10,548,784			75,989,594			314,482			16,442,296			29,682,917
Realized Gain (Loss) on Investments	(570,559		)	11,284,401			88,780,653			222,480			14,790,016			26,639,722
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	176,677			(9,890,211		)	(236,905,872		)	(1,667,454		)	(29,217,715		)	(48,045,506		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(169,108	)	$	1,079,492		$	(158,363,958	)	$	(1,518,550	)	$	(16,040,092	)	$	(21,833,167	)

See Notes to Financial Statements

SA-17

SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2018

	Variable Accounts
	Fidelity VIP					First Trust			First Trust/Dow			First Trust			Franklin
	Government		Fidelity VIP			Dorsey Wright			Jones Dividend &			Multi Income			Founding Funds
	Money Market		Strategic Income			Tactical Core			Income Allocation			Allocation			Allocation
	Service Class		Service Class 2			Class I			Class I			Class I			VIP Class 2
INVESTMENT INCOME
Dividends	$	3,868,123	$	2,107,947		$	84,739		$	8,520,778		$	260,648		$	668,129
EXPENSES
Mortality and expense risk	2,972,835		552,045			215,592			6,336,117			109,430			150,052
Administrative fees	490,632		121,996			45,501			1,156,540			23,702			32,966
Total Expenses	3,463,467		674,041			261,093			7,492,657			133,132			183,018
Net Investment Income (Loss)	404,656		1,433,906			(176,354		)	1,028,121			127,516			485,111
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	—		(318,468		)	(196,366		)	(1,290,008		)	(42,040		)	(134,114		)
Capital gain distributions	—		106,505			23,208			1,083,882			—			523,223
Realized Gain (Loss) on Investments	—		(211,963		)	(173,158		)	(206,126		)	(42,040		)	389,109
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	—		(3,568,659		)	(3,028,636		)	(36,964,955		)	(807,561		)	(3,161,488		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	404,656	$	(2,346,716	)	$	(3,378,148	)	$	(36,142,960	)	$	(722,085	)	$	(2,287,268	)

	Franklin						Franklin			Franklin						Ivy
	Founding Funds			Franklin			Mutual Global			Rising			Templeton			VIP Asset
	Allocation			Income			Discovery			Dividends			Global Bond			Strategy
	VIP Class 4			VIP Class 2			VIP Class 2			VIP Class 2			VIP Class 2			Class II
INVESTMENT INCOME
Dividends	$	8,856,666		$	1,919,173		$	5,014,511		$	2,113,491		$	—		$	282,403
EXPENSES
Mortality and expense risk	3,847,049			408,244			1,802,426			1,711,565			973,642			162,910
Administrative fees	618,964			86,694			376,305			348,135			204,593			34,037
Total Expenses	4,466,013			494,938			2,178,731			2,059,700			1,178,235			196,947
Net Investment Income (Loss)	4,390,653			1,424,235			2,835,780			53,791			(1,178,235		)	85,456
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	2,541,629			(229,780		)	(3,315,611		)	37,488			(1,792,592		)	(325,805		)
Capital gain distributions	7,248,252			—			2,656,751			10,236,677			—			616,508
Realized Gain (Loss) on Investments	9,789,881			(229,780		)	(658,860		)	10,274,165			(1,792,592		)	290,703
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	(45,872,051		)	(3,447,417		)	(27,816,027		)	(20,599,217		)	3,568,743			(1,355,533		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(31,691,517	)	$	(2,252,962	)	$	(25,639,107	)	$	(10,271,261	)	$	597,916		$	(979,374	)

				Janus			Janus			JPMorgan			JPMorgan			JPMorgan
	Ivy			Henderson			Henderson			Insurance Trust			Insurance Trust			Insurance Trust
	VIP Energy			Balanced			Flexible Bond			Core Bond			Global Allocation			Income Builder
	Class II			Service Shares			Service Shares			Class 1			Class 2			Class 2
INVESTMENT INCOME
Dividends	$	—		$	35,852,658		$	695,073		$	5,121		$	—		$	—
EXPENSES
Mortality and expense risk	242,264			21,984,301			284,352			2,641			87,078			89,148
Administrative fees	42,167			4,407,104			58,487			316			19,853			17,972
Total Expenses	284,431			26,391,405			342,839			2,957			106,931			107,120
Net Investment Income (Loss)	(284,431		)	9,461,253			352,234			2,164			(106,931		)	(107,120		)
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	(525,271		)	(3,329,323		)	(279,985		)	(116		)	(64,107		)	(24,655		)
Capital gain distributions	—			49,153,791			—			349			60,926			14,828
Realized Gain (Loss) on Investments	(525,271		)	45,824,468			(279,985		)	233			(3,181		)	(9,827		)
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	(7,152,769		)	(88,894,046		)	(794,036		)	(8,686		)	(721,564		)	(444,781		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(7,962,471	)	$	(33,608,325	)	$	(721,787	)	$	(6,289	)	$	(831,676	)	$	(561,728	)

See Notes to Financial Statements

SA-18

SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2018

	Variable Accounts
	JPMorgan			JPMorgan			ClearBridge			Lord Abbett			Lord Abbett
	Insurance Trust			Insurance Trust			Variable			Bond			International			Lord Abbett
	Mid Cap Value			U.S. Equity			Aggressive Growth			Debenture			Equity			Total Return
	Class 1			Class 1			- Class II			Class VC			Class VC			Class VC
INVESTMENT INCOME
Dividends	$	924		$	147		$	29,690		$	4,147,204		$	1,084,503		$	9,289,088
EXPENSES
Mortality and expense risk	1,241			301			70,070			918,560			449,659			2,046,204
Administrative fees	144			36			15,692			186,834			100,639			464,885
Total Expenses	1,385			337			85,762			1,105,394			550,298			2,511,089
Net Investment Income (Loss)	(461		)	(190		)	(56,072		)	3,041,810			534,205			6,777,999
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	45			32,435			(97,302		)	(402,882		)	(156,994		)	(1,173,584		)
Capital gain distributions	1,544			2,087			521,703			2,078,005			—			—
Realized Gain (Loss) on Investments	1,589			34,522			424,401			1,675,123			(156,994		)	(1,173,584		)
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	(13,789		)	(35,819		)	(1,134,394		)	(9,660,061		)	(13,398,288		)	(11,258,780		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(12,661	)	$	(1,487	)	$	(766,065	)	$	(4,943,128	)	$	(13,021,077	)	$	(5,654,365	)

										MFS
	MFS			MFS			MFS			Massachusetts			Neuberger Berman
	Total Return			Utilities			Value			Investors			U.S. Equity Index			Oppenheimer
	Series -			Series -			Series -			Growth Stock -			PutWrite Strategy			Global Fund/VA
	Service Class			Service Class			Service Class			Service Class			Class S			Service Shares
INVESTMENT INCOME
Dividends	$	8,075,224		$	350,330		$	1,075,986		$	250,493		$	—		$	178,644
EXPENSES
Mortality and expense risk	4,431,480			440,781			553,956			489,711			8,445			231,709
Administrative fees	847,501			88,240			122,601			113,515			1,739			46,908
Total Expenses	5,278,981			529,021			676,557			603,226			10,184			278,617
Net Investment Income (Loss)	2,796,243			(178,691		)	399,429			(352,733		)	(10,184		)	(99,973		)
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	(189,481		)	(37,303		)	40,038			569,879			(7,124		)	(1,069,183		)
Capital gain distributions	18,594,642			160,159			5,603,009			4,426,781			29,680			1,666,198
Realized Gain (Loss) on Investments	18,405,161			122,856			5,643,047			4,996,660			22,556			597,015
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	(50,110,539		)	(249,497		)	(14,957,399		)	(4,163,847		)	(93,230		)	(3,471,821		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(28,909,135	)	$	(305,332	)	$	(8,914,923	)	$	480,080		$	(80,858	)	$	(2,974,779	)

							PIMCO
	Oppenheimer			PIMCO			Commodity-									SP Prudential
	International			All Asset All			RealReturn						SP International			U.S. Emerging
	Growth Fund/VA			Authority -			Strategy -			Jennison			Growth			Growth
	Service Shares			Advisor Class			Advisor Class			Class II			Class II			Class II
INVESTMENT INCOME
Dividends	$	79,279		$	103,925		$	151,632		$	—		$	—		$	—
EXPENSES
Mortality and expense risk	127,098			37,475			83,732			1,248			826			1,758
Administrative fees	27,541			7,547			16,067			136			85			171
Total Expenses	154,639			45,022			99,799			1,384			911			1,929
Net Investment Income (Loss)	(75,360		)	58,903			51,833			(1,384		)	(911		)	(1,929		)
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	(279,587		)	59,323			(296,952		)	90,207			2,571			5,920
Capital gain distributions	251,279			—			—			—			—			—
Realized Gain (Loss) on Investments	(28,308		)	59,323			(296,952		)	90,207			2,571			5,920
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	(2,877,335		)	(393,984		)	(1,004,090		)	(86,940		)	(10,061		)	(14,901		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(2,981,003	)	$	(275,758	)	$	(1,249,209	)	$	1,883		$	(8,401	)	$	(10,910	)

See Notes to Financial Statements

SA-19

SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS (Continued)

FOR THE YEAR OR PERIOD ENDED DECEMBER 31, 2018

	Variable Accounts
				Schwab					Schwab						State Street
	Value			Government		Schwab			VIT Balanced			Schwab			Total Return
	Class II			Money Market (1)		VIT Balanced			with Growth			VIT Growth			V.I.S. Class 3
INVESTMENT INCOME
Dividends	$	—		$	431	$	799,101		$	2,106,548		$	2,146,946		$	8,551,384
EXPENSES
Mortality and expense risk	1,800			97		215,224			517,861			519,775			5,071,196
Administrative fees	193			69		151,244			344,558			362,756			849,335
Total Expenses	1,993			166		366,468			862,419			882,531			5,920,531
Net Investment Income (Loss)	(1,993		)	265		432,633			1,244,129			1,264,415			2,630,853
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	5,144			—		(85,282		)	(142,576		)	(99,766		)	2,271,557
Capital gain distributions	—			—		85,276			189,959			497,510			90,257,582
Realized Gain (Loss) on Investments	5,144			—		(6		)	47,383			397,744			92,529,139
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	(18,009		)	—		(3,641,779		)	(11,366,313		)	(14,431,331		)	(129,776,341		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(14,858	)	$	265	$	(3,209,152	)	$	(10,074,801	)	$	(12,769,172	)	$	(34,616,349	)
	VanEck VIP
	Global Hard Assets
	Class S
INVESTMENT INCOME
Dividends	$	—
EXPENSES
Mortality and expense risk	166,289
Administrative fees	34,540
Total Expenses	200,829
Net Investment Income (Loss)	(200,829		)
REALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on sale of investments	(56,603		)
Capital gain distributions	—
Realized Gain (Loss) on Investments	(56,603		)
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS	(4,624,902		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(4,882,334	)

(1)Operations commenced or resumed during 2018 and all units were fully redeemed or transferred prior to December 31, 2018 (See Financial Highlights for commencement date of operations and date of full redemption).

See Notes to Financial Statements

SA-20

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS

	Variable Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017			2018			2017
	Core Income						Diversified Bond						Floating Rate Income
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(121,747	)	$	(86,156	)	$	(1,869,811	)	$	(1,837,312	)	$	(737,571	)	$	(594,421	)
Realized gain (loss) on investments	(28,798		)	(3,477		)	(107,930		)	39,317			(78,394		)	46,993
Change in net unrealized appreciation (depreciation) on investments	(167,836		)	345,447			(1,849,142		)	9,027,412			(400,325		)	1,579,307
Net Increase (Decrease) in Net Assets Resulting from Operations	(318,381		)	255,814			(3,826,883		)	7,229,417			(1,216,290		)	1,031,879
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	2,477,723			2,570,451			17,217,718			15,960,903			10,042,474			8,084,157
Transfers between variable and fixed accounts, net	1,302,999			2,239,509			1,809,230			6,623,541			20,693,741			(46,219		)
Contract benefits and terminations	(1,336,626		)	(990,373		)	(16,310,663		)	(14,728,530		)	(10,012,801		)	(5,749,116		)
Contract charges and deductions	(2,798		)	(1,307		)	(261,260		)	(274,246		)	(24,230		)	(17,565		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	(1,825		)	—			(709		)	260			—			—
Other	(112		)	137			(6,527		)	960			(1,142		)	(190		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	2,439,361			3,818,417			2,447,789			7,582,888			20,698,042			2,271,067
NET INCREASE (DECREASE) IN NET ASSETS	2,120,980			4,074,231			(1,379,094		)	14,812,305			19,481,752			3,302,946
NET ASSETS
Beginning of Year	9,460,743			5,386,512			146,494,032			131,681,727			45,409,928			42,106,982
End of Year	$	11,581,723		$	9,460,743		$	145,114,938		$	146,494,032		$	64,891,680		$	45,409,928

	Floating Rate Loan						High Yield Bond						Inflation Managed
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(1,824,320	)	$	(1,756,263	)	$	(2,508,093	)	$	(2,735,002	)	$	(2,769,111	)	$	(3,079,839	)
Realized gain (loss) on investments	48,786			223,034			8,540,632			5,348,427			543,077			368,282
Change in net unrealized appreciation (depreciation) on investments	(222,253		)	4,614,713			(13,952,500		)	8,946,095			(4,751,778		)	7,276,488
Net Increase (Decrease) in Net Assets Resulting from Operations	(1,997,787		)	3,081,484			(7,919,961		)	11,559,520			(6,977,812		)	4,564,931
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	9,189,775			8,157,173			8,221,411			10,616,178			6,238,880			7,224,852
Transfers between variable and fixed accounts, net	31,149,430			16,971,633			(5,262,029		)	(5,346,875		)	3,470,169			8,042,905
Contract benefits and terminations	(25,004,797		)	(23,973,621		)	(22,847,796		)	(25,102,710		)	(29,897,686		)	(32,306,587		)
Contract charges and deductions	(229,352		)	(230,969		)	(404,077		)	(429,179		)	(321,326		)	(339,134		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	(214		)	114			(2,359		)	(1,794		)	(86,543		)	7,849
Other	(600		)	(2,613		)	15,883			30,586			(8,537		)	3,541
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	15,104,242			921,717			(20,278,967		)	(20,233,794		)	(20,605,043		)	(17,366,574		)
NET INCREASE (DECREASE) IN NET ASSETS	13,106,455			4,003,201			(28,198,928		)	(8,674,274		)	(27,582,855		)	(12,801,643		)
NET ASSETS
Beginning of Year	122,543,301			118,540,100			185,037,902			193,712,176			204,083,093			216,884,736
End of Year	$	135,649,756		$	122,543,301		$	156,838,974		$	185,037,902		$	176,500,238		$	204,083,093

See Notes to Financial Statements

SA-21

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017			2018			2017
	Inflation Strategy						Managed Bond						Short Duration Bond
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(203,145	)	$	(196,991	)	$	(5,329,713	)	$	(5,774,471	)	$	(3,303,888	)	$	(3,262,935	)
Realized gain (loss) on investments	(6,890		)	(11,483		)	6,085,724			5,462,832			80,588			71,579
Change in net unrealized appreciation (depreciation) on investments	(218,752		)	455,492			(8,838,521		)	13,463,307			3,465,660			3,761,955
Net Increase (Decrease) in Net Assets Resulting from Operations	(428,787		)	247,018			(8,082,510		)	13,151,668			242,360			570,599
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	1,037,773			1,356,210			22,428,815			24,389,274			16,852,742			14,935,569
Transfers between variable and fixed accounts, net	1,204,080			904,870			5,065,881			12,842,022			14,998,351			38,511,741
Contract benefits and terminations	(2,015,249		)	(1,758,894		)	(56,416,438		)	(63,194,963		)	(38,582,644		)	(39,793,592		)
Contract charges and deductions	(37,660		)	(41,264		)	(633,345		)	(638,526		)	(1,791,157		)	(1,802,730		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	—			—			(11,157		)	(20,290		)	(1,159		)	1,331
Other	(93		)	(40		)	(27,318		)	(31,549		)	(373		)	1,744
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	188,851			460,882			(29,593,562		)	(26,654,032		)	(8,524,240		)	11,854,063
NET INCREASE (DECREASE) IN NET ASSETS	(239,936		)	707,900			(37,676,072		)	(13,502,364		)	(8,281,880		)	12,424,662
NET ASSETS
Beginning of Year	14,710,068			14,002,168			402,527,859			416,030,223			319,786,586			307,361,924
End of Year	$	14,470,132		$	14,710,068		$	364,851,787		$	402,527,859		$	311,504,706		$	319,786,586

	Emerging Markets Debt						Comstock						Developing Growth
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(277,981	)	$	(250,460	)	$	(2,224,707	)	$	(2,182,760	)	$	(1,361,108	)	$	(1,099,696	)
Realized gain (loss) on investments	(116,086		)	7,988			6,032,840			6,166,423			2,795,460			3,233,508
Change in net unrealized appreciation (depreciation) on investments	(1,091,680		)	2,142,046			(29,955,964		)	26,827,699			1,857,247			20,716,927
Net Increase (Decrease) in Net Assets Resulting from Operations	(1,485,747		)	1,899,574			(26,147,831		)	30,811,362			3,291,599			22,850,739
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	1,822,292			2,334,541			7,519,923			8,045,503			4,857,679			2,581,284
Transfers between variable and fixed accounts, net	(1,744,898		)	6,014,119			(643,421		)	(7,343,943		)	5,525,026			(3,659,691		)
Contract benefits and terminations	(2,428,114		)	(1,738,091		)	(16,774,224		)	(17,542,635		)	(11,424,752		)	(8,965,890		)
Contract charges and deductions	(37,547		)	(35,360		)	(1,001,789		)	(1,021,196		)	(397,772		)	(390,499		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	—			—			4,731			(5,405		)	4,637			(10,952		)
Other	648			(637		)	(2,307		)	261			(2,484		)	1,791
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(2,387,619		)	6,574,572			(10,897,087		)	(17,867,415		)	(1,437,666		)	(10,443,957		)
NET INCREASE (DECREASE) IN NET ASSETS	(3,873,366		)	8,474,146			(37,044,918		)	12,943,947			1,853,933			12,406,782
NET ASSETS
Beginning of Year	22,825,282			14,351,136			209,743,589			196,799,642			96,784,780			84,377,998
End of Year	$	18,951,916		$	22,825,282		$	172,698,671		$	209,743,589		$	98,638,713		$	96,784,780

See Notes to Financial Statements

SA-22

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017			2018			2017
	Dividend Growth						Equity Index						Focused Growth
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(3,686,669	)	$	(3,521,727	)	$	(10,496,145	)	$	(8,774,228	)	$	(2,038,219	)	$	(1,670,691	)
Realized gain (loss) on investments	7,872,122			2,725,467			(1,558,090		)	(187,424		)	669,663			579,034
Change in net unrealized appreciation (depreciation) on investments	(10,759,389		)	46,410,534			(37,762,356		)	130,405,208			5,586,820			28,867,859
Net Increase (Decrease) in Net Assets Resulting from Operations	(6,573,936		)	45,614,274			(49,816,591		)	121,443,556			4,218,264			27,776,202
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	19,476,709			15,936,456			127,539,155			111,859,110			10,514,022			6,400,095
Transfers between variable and fixed accounts, net	(6,098,324		)	(795,240		)	(2,468,564		)	26,568,849			4,243,093			8,688,199
Contract benefits and terminations	(30,460,101		)	(26,304,782		)	(79,271,813		)	(51,789,917		)	(15,768,856		)	(13,539,539		)
Contract charges and deductions	(848,646		)	(860,219		)	(495,742		)	(454,300		)	(175,938		)	(168,831		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	713			(8,672		)	8,868			(10,740		)	1,669			(2,839		)
Other	18,490			1,139			(29,921		)	(2,963		)	(6,762		)	(1,881		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(17,911,159		)	(12,031,318		)	45,281,983			86,170,039			(1,192,772		)	1,375,204
NET INCREASE (DECREASE) IN NET ASSETS	(24,485,095		)	33,582,956			(4,534,608		)	207,613,595			3,025,492			29,151,406
NET ASSETS
Beginning of Year	298,908,323			265,325,367			774,542,663			566,929,068			129,578,140			100,426,734
End of Year	$	274,423,228		$	298,908,323		$	770,008,055		$	774,542,663		$	132,603,632		$	129,578,140

	Growth						Large-Cap Growth						Large-Cap Value
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(3,614,154	)	$	(3,104,179	)	$	(2,548,785	)	$	(1,958,380	)	$	(2,869,147	)	$	(2,993,365	)
Realized gain (loss) on investments	5,815,717			4,850,612			(1,055,518		)	877,649			12,519,767			12,298,148
Change in net unrealized appreciation (depreciation) on investments	518,898			54,745,187			2,898,436			37,665,511			(30,608,747		)	15,231,511
Net Increase (Decrease) in Net Assets Resulting from Operations	2,720,461			56,491,620			(705,867		)	36,584,780			(20,958,127		)	24,536,294
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	17,194,662			13,253,278			19,587,487			11,017,992			8,881,508			8,353,036
Transfers between variable and fixed accounts, net	3,879,629			4,029,960			10,849,835			9,469,259			(1,476,192		)	484,079
Contract benefits and terminations	(27,041,873		)	(24,432,906		)	(20,533,532		)	(14,859,280		)	(24,049,553		)	(26,158,868		)
Contract charges and deductions	(272,429		)	(219,219		)	(204,511		)	(176,972		)	(219,486		)	(245,263		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	15,240			(12,317		)	18,206			(19,063		)	453			(1,839		)
Other	36,060			(4,971		)	12,048			(925		)	(658		)	429
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(6,188,711		)	(7,386,175		)	9,729,533			5,431,011			(16,863,928		)	(17,568,426		)
NET INCREASE (DECREASE) IN NET ASSETS	(3,468,250		)	49,105,445			9,023,666			42,015,791			(37,822,055		)	6,967,868
NET ASSETS
Beginning of Year	241,794,590			192,689,145			154,330,909			112,315,118			214,499,954			207,532,086
End of Year	$	238,326,340		$	241,794,590		$	163,354,575		$	154,330,909		$	176,677,899		$	214,499,954

See Notes to Financial Statements

SA-23

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017			2018			2017
	Main Street Core						Mid-Cap Equity						Mid-Cap Growth
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(4,009,514	)	$	(4,095,034	)	$	(3,094,786	)	$	(2,950,175	)	$	(2,834,863	)	$	(2,430,756	)
Realized gain (loss) on investments	11,974,983			22,489,870			7,940,208			7,546,639			6,247,268			4,376,616
Change in net unrealized appreciation (depreciation) on investments	(32,344,918		)	23,214,788			(27,954,620		)	36,967,824			(5,276,148		)	41,819,490
Net Increase (Decrease) in Net Assets Resulting from Operations	(24,379,449		)	41,609,624			(23,109,198		)	41,564,288			(1,863,743		)	43,765,350
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	6,616,451			8,717,510			14,291,092			11,571,719			13,242,402			10,117,833
Transfers between variable and fixed accounts, net	17,860,486			(6,842,613		)	713,066			1,673,483			1,036,800			(398,136		)
Contract benefits and terminations	(35,060,877		)	(34,069,531		)	(24,761,567		)	(24,493,834		)	(21,719,500		)	(17,596,845		)
Contract charges and deductions	(470,747		)	(487,216		)	(257,693		)	(247,426		)	(617,985		)	(602,951		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	20,265			(63,113		)	12,334			(15,372		)	(397		)	(9,660		)
Other	10,051			(237		)	(4,630		)	11,188			12,840			4,070
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(11,024,371		)	(32,745,200		)	(10,007,398		)	(11,500,242		)	(8,045,840		)	(8,485,689		)
NET INCREASE (DECREASE) IN NET ASSETS	(35,403,820		)	8,864,424			(33,116,596		)	30,064,046			(9,909,583		)	35,279,661
NET ASSETS
Beginning of Year	288,946,584			280,082,160			221,541,017			191,476,971			208,391,053			173,111,392
End of Year	$	253,542,764		$	288,946,584		$	188,424,421		$	221,541,017		$	198,481,470		$	208,391,053

	Mid-Cap Value						Small-Cap Equity						Small-Cap Index
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(1,209,223	)	$	(1,201,988	)	$	(674,821	)	$	(665,730	)	$	(3,005,909	)	$	(2,709,793	)
Realized gain (loss) on investments	1,985,335			266,827			61,670			431,835			(447,458		)	(65,391		)
Change in net unrealized appreciation (depreciation) on investments	(15,374,912		)	12,605,702			(6,696,153		)	3,666,612			(24,216,135		)	25,742,600
Net Increase (Decrease) in Net Assets Resulting from Operations	(14,598,800		)	11,670,541			(7,309,304		)	3,432,717			(27,669,502		)	22,967,416
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	8,153,632			9,405,169			5,582,255			5,588,414			24,540,101			19,500,323
Transfers between variable and fixed accounts, net	(3,101,342		)	(235,696		)	906,410			(5,046,238		)	6,088,846			9,991,629
Contract benefits and terminations	(9,058,161		)	(9,341,957		)	(5,801,495		)	(5,378,766		)	(26,405,877		)	(22,404,734		)
Contract charges and deductions	(150,377		)	(162,567		)	(92,396		)	(89,012		)	(216,380		)	(209,392		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	(8,628		)	(680		)	91			(13		)	6,375			(5,622		)
Other	931			470			372			639			3,905			(4,048		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(4,163,945		)	(335,261		)	595,237			(4,924,976		)	4,016,970			6,868,156
NET INCREASE (DECREASE) IN NET ASSETS	(18,762,745		)	11,335,280			(6,714,067		)	(1,492,259		)	(23,652,532		)	29,835,572
NET ASSETS
Beginning of Year	95,753,067			84,417,787			51,461,956			52,954,215			211,161,458			181,325,886
End of Year	$	76,990,322		$	95,753,067		$	44,747,889		$	51,461,956		$	187,508,926		$	211,161,458

See Notes to Financial Statements

SA-24

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017			2018			2017
	Small-Cap Value						Value Advantage						Emerging Markets
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(1,692,210	)	$	(1,764,674	)	$	(368,381	)	$	(320,124	)	$	(2,780,899	)	$	(2,561,519	)
Realized gain (loss) on investments	6,800,968			4,342,050			(83,042		)	(10,484		)	3,202,426			1,384,399
Change in net unrealized appreciation (depreciation) on investments	(25,843,530		)	6,170,863			(2,870,684		)	3,553,675			(28,074,978		)	52,517,177
Net Increase (Decrease) in Net Assets Resulting from Operations	(20,734,772		)	8,748,239			(3,322,107		)	3,223,067			(27,653,451		)	51,340,057
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	6,628,345			8,876,110			5,518,106			5,171,255			14,421,194			12,337,184
Transfers between variable and fixed accounts, net	(1,829,963		)	(5,612,578		)	(183,200		)	(560,983		)	4,417,908			11,937,593
Contract benefits and terminations	(14,275,013		)	(14,019,564		)	(2,477,977		)	(2,151,122		)	(22,918,478		)	(21,506,382		)
Contract charges and deductions	(198,115		)	(224,617		)	(33,033		)	(25,665		)	(422,929		)	(421,665		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	4,532			(4,279		)	—			—			10,217			(12,777		)
Other	794			6,041			279			(226		)	(6,683		)	2,094
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(9,669,420		)	(10,978,887		)	2,824,175			2,433,259			(4,498,771		)	2,336,047
NET INCREASE (DECREASE) IN NET ASSETS	(30,404,192		)	(2,230,648		)	(497,932		)	5,656,326			(32,152,222		)	53,676,104
NET ASSETS
Beginning of Year	129,260,288			131,490,936			30,256,764			24,600,438			211,020,836			157,344,732
End of Year	$	98,856,096		$	129,260,288		$	29,758,832		$	30,256,764		$	178,868,614		$	211,020,836

	International Large-Cap						International Small-Cap						International Value
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(3,200,442	)	$	(3,251,578	)	$	(625,924	)	$	(598,898	)	$	(1,658,738	)	$	(1,705,904	)
Realized gain (loss) on investments	6,200,133			7,245,934			177,110			1,197,593			1,937,037			4,361,519
Change in net unrealized appreciation (depreciation) on investments	(37,328,123		)	56,338,843			(10,756,046		)	10,655,558			(20,144,821		)	19,489,476
Net Increase (Decrease) in Net Assets Resulting from Operations	(34,328,432		)	60,333,199			(11,204,860		)	11,254,253			(19,866,522		)	22,145,091
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	12,402,189			10,018,511			3,543,824			2,790,869			6,450,123			6,288,453
Transfers between variable and fixed accounts, net	4,358,074			(10,161,014		)	782,689			120,288			3,993,150			(1,906,524		)
Contract benefits and terminations	(24,378,565		)	(26,512,094		)	(4,099,328		)	(4,593,446		)	(13,544,823		)	(15,989,219		)
Contract charges and deductions	(1,097,021		)	(1,164,077		)	(132,783		)	(141,090		)	(241,934		)	(254,778		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	9,730			(11,699		)	531			(1,645		)	6,976			(8,467		)
Other	(2,530		)	4,700			3,087			1,489			3,578			(4,107		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(8,708,123		)	(27,825,673		)	98,020			(1,823,535		)	(3,332,930		)	(11,874,642		)
NET INCREASE (DECREASE) IN NET ASSETS	(43,036,555		)	32,507,526			(11,106,840		)	9,430,718			(23,199,452		)	10,270,449
NET ASSETS
Beginning of Year	274,976,261			242,468,735			48,215,389			38,784,671			126,982,696			116,712,247
End of Year	$	231,939,706		$	274,976,261		$	37,108,549		$	48,215,389		$	103,783,244		$	126,982,696

See Notes to Financial Statements

SA-25

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017			2018			2017
	Health Sciences						Real Estate						Technology
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(3,946,727	)	$	(3,660,280	)	$	(1,939,252	)	$	(2,199,423	)	$	(1,683,621	)	$	(1,229,128	)
Realized gain (loss) on investments	13,190,764			11,144,399			14,425,762			10,135,321			(932,822		)	(19,820		)
Change in net unrealized appreciation (depreciation) on investments	7,800,564			42,305,550			(24,945,078		)	(5,279,196		)	1,643,648			26,696,240
Net Increase (Decrease) in Net Assets Resulting from Operations	17,044,601			49,789,669			(12,458,568		)	2,656,702			(972,795		)	25,447,292
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	16,268,494			16,197,505			3,823,488			5,238,422			12,846,915			6,737,293
Transfers between variable and fixed accounts, net	1,545,146			(4,637,424		)	(6,906,664		)	(509,059		)	8,996,338			11,891,664
Contract benefits and terminations	(31,071,279		)	(26,514,184		)	(16,753,468		)	(17,871,173		)	(13,795,059		)	(8,350,984		)
Contract charges and deductions	(355,923		)	(363,335		)	(262,366		)	(301,479		)	(178,029		)	(168,901		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	2,158			(3,252		)	2,680			(24,706		)	2,694			(3,424		)
Other	6,793			17,346			4,637			1,735			25,287			1,761
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(13,604,611		)	(15,303,344		)	(20,091,693		)	(13,466,260		)	7,898,146			10,107,409
NET INCREASE (DECREASE) IN NET ASSETS	3,439,990			34,486,325			(32,550,261		)	(10,809,558		)	6,925,351			35,554,701
NET ASSETS
Beginning of Year	265,861,240			231,374,915			153,948,997			164,758,555			102,089,215			66,534,514
End of Year	$	269,301,230		$	265,861,240		$	121,398,736		$	153,948,997		$	109,014,566		$	102,089,215

	Currency Strategies						Diversified Alternatives						Equity Long/Short
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(46,770	)	$	(51,487	)	$	(24,970	)	$	(14,070	)	$	(211,899	)	$	(178,231	)
Realized gain (loss) on investments	3,693			13,758			(34,333		)	1,037			(468,575		)	11,677
Change in net unrealized appreciation (depreciation) on investments	189,064			(134,085		)	(111,801		)	74,437			(2,784,189		)	2,195,550
Net Increase (Decrease) in Net Assets Resulting from Operations	145,987			(171,814		)	(171,104		)	61,404			(3,464,663		)	2,028,996
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	269,005			301,427			893,547			334,912			2,943,877			2,600,716
Transfers between variable and fixed accounts, net	13,814			(420,223		)	(374,215		)	801,524			1,003,620			1,834,414
Contract benefits and terminations	(400,144		)	(422,899		)	(106,009		)	(74,279		)	(1,570,021		)	(1,932,468		)
Contract charges and deductions	(966		)	(1,310		)	(270		)	(474		)	(2,606		)	(1,792		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	—			—			—			—			—			—
Other	286			36			138			(86		)	(1,206		)	(206		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(118,005		)	(542,969		)	413,191			1,061,597			2,373,664			2,500,664
NET INCREASE (DECREASE) IN NET ASSETS	27,982			(714,783		)	242,087			1,123,001			(1,090,999		)	4,529,660
NET ASSETS
Beginning of Year	3,469,669			4,184,452			1,918,737			795,736			16,386,007			11,856,347
End of Year	$	3,497,651		$	3,469,669		$	2,160,824		$	1,918,737		$	15,295,008		$	16,386,007

See Notes to Financial Statements

SA-26

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017			2018			2017
							Pacific Dynamix -						Pacific Dynamix -
	Global Absolute Return						Conservative Growth						Moderate Growth
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(140,890	)	$	(145,539	)	$	(6,133,558	)	$	(6,108,247	)	$	(27,736,724	)	$	(25,615,953	)
Realized gain (loss) on investments	(41,178		)	3,111			2,014,270			997,784			333,893			(84,359		)
Change in net unrealized appreciation (depreciation) on investments	(1,033,024		)	682,189			(20,315,596		)	44,003,836			(121,158,997		)	262,232,968
Net Increase (Decrease) in Net Assets Resulting from Operations	(1,215,092		)	539,761			(24,434,884		)	38,893,373			(148,561,828		)	236,532,656
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	690,596			731,397			41,978,984			38,053,659			212,339,704			218,858,706
Transfers between variable and fixed accounts, net	224,347			1,799,068			9,463,177			594,961			6,114,317			75,255,275
Contract benefits and terminations	(1,517,572		)	(1,298,628		)	(58,251,339		)	(47,446,990		)	(211,558,737		)	(159,289,621		)
Contract charges and deductions	(1,809		)	(2,124		)	(2,756,937		)	(2,839,677		)	(16,353,038		)	(15,390,501		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	(1		)	—			(2,525		)	(3,710		)	(14,203		)	—
Other	263			(116		)	1,440			1,611			59,058			(16,956		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(604,176		)	1,229,597			(9,567,200		)	(11,640,146		)	(9,412,899		)	119,416,903
NET INCREASE (DECREASE) IN NET ASSETS	(1,819,268		)	1,769,358			(34,002,084		)	27,253,227			(157,974,727		)	355,949,559
NET ASSETS
Beginning of Year	11,891,508			10,122,150			491,604,838			464,351,611			2,214,319,925			1,858,370,366
End of Year	$	10,072,240		$	11,891,508		$	457,602,754		$	491,604,838		$	2,056,345,198		$	2,214,319,925

	Pacific Dynamix -						Portfolio Optimization						Portfolio Optimization
	Growth						Conservative						Moderate-Conservative
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(9,021,393	)	$	(8,228,676	)	$	(22,831,334	)	$	(25,980,096	)	$	(36,268,570	)	$	(40,257,513	)
Realized gain (loss) on investments	396,455			374,785			55,016,232			64,032,488			120,688,530			102,439,447
Change in net unrealized appreciation (depreciation) on investments	(49,582,072		)	100,309,319			(106,031,729		)	63,072,137			(239,686,795		)	184,904,355
Net Increase (Decrease) in Net Assets Resulting from Operations	(58,207,010		)	92,455,428			(73,846,831		)	101,124,529			(155,266,835		)	247,086,289
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	41,245,030			48,353,403			21,605,032			24,271,633			33,385,496			44,859,161
Transfers between variable and fixed accounts, net	38,460,964			52,323,722			51,219,276			(10,105,276		)	(36,660,389		)	(19,434,571		)
Contract benefits and terminations	(76,811,060		)	(67,210,076		)	(277,056,858		)	(292,475,509		)	(355,919,113		)	(355,427,597		)
Contract charges and deductions	(3,530,892		)	(3,282,846		)	(11,191,973		)	(12,247,150		)	(16,307,781		)	(17,802,391		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	(398		)	—			(46,073		)	(9,615		)	19,354			(42,023		)
Other	(18,012		)	(2,302		)	29,606			31,951			68,244			(8,098		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(654,368		)	30,181,901			(215,440,990		)	(290,533,966		)	(375,414,189		)	(347,855,519		)
NET INCREASE (DECREASE) IN NET ASSETS	(58,861,378		)	122,637,329			(289,287,821		)	(189,409,437		)	(530,681,024		)	(100,769,230		)
NET ASSETS
Beginning of Year	681,743,289			559,105,960			1,684,288,523			1,873,697,960			2,738,883,461			2,839,652,691
End of Year	$	622,881,911		$	681,743,289		$	1,395,000,702		$	1,684,288,523		$	2,208,202,437		$	2,738,883,461

See Notes to Financial Statements

SA-27

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017			2018			2017
	Portfolio Optimization						Portfolio Optimization						Portfolio Optimization
	Moderate						Growth						Aggressive-Growth
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(151,302,066	)	$	(164,384,430	)	$	(133,254,717	)	$	(142,803,064	)	$	(28,604,936	)	$	(30,014,194	)
Realized gain (loss) on investments	540,970,528			482,415,246			535,987,677			477,454,210			108,293,314			104,680,700
Change in net unrealized appreciation (depreciation) on investments	(1,179,021,772		)	919,205,399			(1,204,332,714		)	959,763,716			(271,861,407		)	231,682,023
Net Increase (Decrease) in Net Assets Resulting from Operations	(789,353,310		)	1,237,236,215			(801,599,754		)	1,294,414,862			(192,173,029		)	306,348,529
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	161,967,781			159,711,168			76,234,833			87,261,468			24,368,260			24,624,165
Transfers between variable and fixed accounts, net	(127,991,671		)	(69,433,577		)	(110,500,360		)	(76,810,926		)	(13,420,203		)	(23,815,694		)
Contract benefits and terminations	(1,358,336,884		)	(1,375,630,082		)	(1,103,143,705		)	(1,129,773,893		)	(223,247,370		)	(233,985,444		)
Contract charges and deductions	(73,512,460		)	(78,328,635		)	(63,291,134		)	(66,806,196		)	(11,628,886		)	(12,152,811		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	(12,160		)	(306,590		)	102,689			(91,254		)	74,425			(338,411		)
Other	68,268			86,658			26,447			146,604			70,367			48,912
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(1,397,817,126		)	(1,363,901,058		)	(1,200,571,230		)	(1,186,074,197		)	(223,783,407		)	(245,619,283		)
NET INCREASE (DECREASE) IN NET ASSETS	(2,187,170,436		)	(126,664,843		)	(2,002,170,984		)	108,340,665			(415,956,436		)	60,729,246
NET ASSETS
Beginning of Year	11,150,490,771			11,277,155,614			9,470,596,190			9,362,255,525			1,996,079,978			1,935,350,732
End of Year	$	8,963,320,335		$	11,150,490,771		$	7,468,425,206		$	9,470,596,190		$	1,580,123,542		$	1,996,079,978

	PSF DFA						Invesco V.I. Balanced-Risk						Invesco V.I. Equity and
	Balanced Allocation						Allocation Series II						Income Series II
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(1,587,258	)	$	(809,692	)	$	(487,567	)	$	9,558,657		$	414,164		$	92,175
Realized gain (loss) on investments	(259,191		)	(14,138		)	26,514,842			19,773,662			1,754,470			360,144
Change in net unrealized appreciation (depreciation) on investments	(9,671,029		)	7,663,835			(55,592,327		)	2,902,417			(7,156,139		)	2,990,909
Net Increase (Decrease) in Net Assets Resulting from Operations	(11,517,478		)	6,840,005			(29,565,052		)	32,234,736			(4,987,505		)	3,443,228
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	58,283,202			40,816,064			20,980,467			26,124,570			7,759,402			6,620,096
Transfers between variable and fixed accounts, net	17,738,205			18,593,628			(23,109,493		)	(17,363,273		)	2,414,972			1,834,768
Contract benefits and terminations	(7,833,156		)	(2,930,572		)	(43,827,649		)	(48,149,415		)	(5,080,329		)	(5,072,643		)
Contract charges and deductions	(757,592		)	(369,826		)	(3,153,181		)	(3,437,918		)	(67,081		)	(52,955		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	(8,044		)	—			—			180			201			(74		)
Other	(3,703		)	(2,160		)	3,344			3,710			159			(396		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	67,418,912			56,107,134			(49,106,512		)	(42,822,146		)	5,027,324			3,328,796
NET INCREASE (DECREASE) IN NET ASSETS	55,901,434			62,947,139			(78,671,564		)	(10,587,410		)	39,819			6,772,024
NET ASSETS
Beginning of Year	94,769,463			31,822,324			400,851,209			411,438,619			41,292,384			34,520,360
End of Year	$	150,670,897		$	94,769,463		$	322,179,645		$	400,851,209		$	41,332,203		$	41,292,384

See Notes to Financial Statements

SA-28

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017			2018			2017
	Invesco V.I. Global						American Century						American Funds IS Asset
	Real Estate Series II						VP Mid Cap Value Class II						Allocation Class 4
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	163,495		$	97,442		$	(5,556	)	$	53,881		$	4,021,004		$	881,871
Realized gain (loss) on investments	22,683			53,088			4,594,959			1,509,292			124,199,542			123,440,339
Change in net unrealized appreciation (depreciation) on investments	(695,637		)	351,469			(15,777,015		)	5,644,395			(311,779,162		)	235,684,740
Net Increase (Decrease) in Net Assets Resulting from Operations	(509,459		)	501,999			(11,187,612		)	7,207,568			(183,558,616		)	360,006,950
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	1,032,155			1,064,546			9,716,191			14,006,370			332,266,500			291,785,754
Transfers between variable and fixed accounts, net	269,931			885,182			(700,689		)	(8,832,973		)	78,829,339			78,274,213
Contract benefits and terminations	(476,709		)	(241,937		)	(6,850,299		)	(6,626,281		)	(315,801,273		)	(243,499,797		)
Contract charges and deductions	(1,502		)	(1,169		)	(32,119		)	(29,457		)	(23,731,599		)	(21,756,518		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	—			—			20			(24		)	(18,187		)	(659		)
Other	22			(35		)	6,042			(260		)	(16,279		)	(36,978		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	823,897			1,706,587			2,139,146			(1,482,625		)	71,528,501			104,766,015
NET INCREASE (DECREASE) IN NET ASSETS	314,438			2,208,586			(9,048,466		)	5,724,943			(112,030,115		)	464,772,965
NET ASSETS
Beginning of Year	5,943,149			3,734,563			78,338,816			72,613,873			2,922,206,753			2,457,433,788
End of Year	$	6,257,587		$	5,943,149		$	69,290,350		$	78,338,816		$	2,810,176,638		$	2,922,206,753

	American Funds IS Blue Chip						American Funds IS						American Funds IS Capital
	Income and Growth Class 4						Bond Class 4						Income Builder Class 4
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	644,214		$	501,304		$	599,276		$	302,499		$	1,355,020		$	1,040,108
Realized gain (loss) on investments	5,656,297			2,225,319			(281,873		)	167,812			(111,019		)	(123,859		)
Change in net unrealized appreciation (depreciation) on investments	(15,911,752		)	6,524,661			(824,334		)	(93,563		)	(8,693,071		)	6,827,127
Net Increase (Decrease) in Net Assets Resulting from Operations	(9,611,241		)	9,251,284			(506,931		)	376,748			(7,449,070		)	7,743,376
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	22,780,538			20,984,404			11,154,316			12,113,982			12,440,353			10,451,388
Transfers between variable and fixed accounts, net	3,636,078			80,505			6,628,997			4,834,216			3,117,873			5,312,229
Contract benefits and terminations	(6,717,023		)	(6,214,900		)	(1,931,691		)	(1,039,430		)	(5,547,539		)	(4,847,880		)
Contract charges and deductions	(64,836		)	(46,704		)	(56,316		)	(30,635		)	(126,845		)	(108,608		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	(5,277		)	(353		)	—			—			—			—
Other	4,467			(630		)	13,388			(1,879		)	1,055			(234		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	19,633,947			14,802,322			15,808,694			15,876,254			9,884,897			10,806,895
NET INCREASE (DECREASE) IN NET ASSETS	10,022,706			24,053,606			15,301,763			16,253,002			2,435,827			18,550,271
NET ASSETS
Beginning of Year	75,700,161			51,646,555			31,215,177			14,962,175			82,933,134			64,382,863
End of Year	$	85,722,867		$	75,700,161		$	46,516,940		$	31,215,177		$	85,368,961		$	82,933,134

See Notes to Financial Statements

SA-29

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017			2018			2017
	American Funds IS						American Funds IS						American Funds IS Global
	Global Balanced Class 4						Global Bond Class 4						Growth and Income Class 4
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	10,999		$	88,328		$	120,785		$	(37,574	)	$	151,389		$	258,481
Realized gain (loss) on investments	201,179			1,044,089			(47,206		)	6,133			1,647,781			217,594
Change in net unrealized appreciation (depreciation) on investments	(4,109,663		)	1,862,873			(422,122		)	294,962			(5,250,773		)	2,262,351
Net Increase (Decrease) in Net Assets Resulting from Operations	(3,897,485		)	2,995,290			(348,543		)	263,521			(3,451,603		)	2,738,426
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	13,920,141			11,713,478			3,564,365			2,626,922			9,978,430			7,305,573
Transfers between variable and fixed accounts, net	1,979,569			17,340,080			1,656,697			2,135,061			1,339,791			4,565,031
Contract benefits and terminations	(3,507,933		)	(1,759,400		)	(777,711		)	(573,770		)	(1,451,798		)	(655,718		)
Contract charges and deductions	(50,614		)	(20,709		)	(12,402		)	(6,238		)	(24,699		)	(13,293		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	—			—			—			—			—			—
Other	2,355			(1,373		)	(89		)	(230		)	167			(481		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	12,343,518			27,272,076			4,430,860			4,181,745			9,841,891			11,201,112
NET INCREASE (DECREASE) IN NET ASSETS	8,446,033			30,267,366			4,082,317			4,445,266			6,390,288			13,939,538
NET ASSETS
Beginning of Year	39,520,262			9,252,896			8,739,645			4,294,379			21,786,618			7,847,080
End of Year	$	47,966,295		$	39,520,262		$	12,821,962		$	8,739,645		$	28,176,906		$	21,786,618

	American Funds IS						American Funds IS Global						American Funds IS
	Global Growth Class 4						Small Capitalization Class 4						Growth Class 4
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(505,069	)	$	(272,718	)	$	(139,260	)	$	(33,149	)	$	(3,996,072	)	$	(2,678,357	)
Realized gain (loss) on investments	4,652,719			1,348,869			466,920			(31,146		)	36,184,477			28,836,291
Change in net unrealized appreciation (depreciation) on investments	(13,865,532		)	12,093,786			(2,715,678		)	1,118,972			(39,704,843		)	43,842,093
Net Increase (Decrease) in Net Assets Resulting from Operations	(9,717,882		)	13,169,937			(2,388,018		)	1,054,677			(7,516,438		)	70,000,027
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	17,735,775			11,785,937			6,655,155			3,556,606			46,059,853			33,430,060
Transfers between variable and fixed accounts, net	6,033,651			8,964,870			3,520,766			1,603,801			7,496,496			14,657,629
Contract benefits and terminations	(5,772,635		)	(3,022,108		)	(447,994		)	(159,904		)	(40,979,368		)	(31,457,505		)
Contract charges and deductions	(63,346		)	(45,667		)	(18,414		)	(8,522		)	(446,411		)	(409,981		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	(5,823		)	—			—			—			10,131			(10,336		)
Other	(640		)	(1,215		)	(242		)	(404		)	1,460			(3,009		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	17,926,982			17,681,817			9,709,271			4,991,577			12,142,161			16,206,858
NET INCREASE (DECREASE) IN NET ASSETS	8,209,100			30,851,754			7,321,253			6,046,254			4,625,723			86,206,885
NET ASSETS
Beginning of Year	70,733,670			39,881,916			8,722,876			2,676,622			348,008,852			261,801,967
End of Year	$	78,942,770		$	70,733,670		$	16,044,129		$	8,722,876		$	352,634,575		$	348,008,852

See Notes to Financial Statements

SA-30

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017			2018			2017
	American Funds IS						American Funds IS High-						American Funds IS
	Growth-Income Class 4						Income Bond Class 4						International Class 4
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(162,866	)	$	(21,514	)	$	894,082		$	895,320		$	298,432		$	162,533
Realized gain (loss) on investments	23,257,186			19,537,209			(269,906		)	(33,044		)	2,080,064			(36,348		)
Change in net unrealized appreciation (depreciation) on investments	(34,546,280		)	37,468,494			(1,455,410		)	(156,972		)	(12,606,620		)	9,191,036
Net Increase (Decrease) in Net Assets Resulting from Operations	(11,451,960		)	56,984,189			(831,234		)	705,304			(10,228,124		)	9,317,221
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	36,405,021			29,455,720			3,374,148			5,699,676			13,409,005			10,799,522
Transfers between variable and fixed accounts, net	2,805,730			(1,275,068		)	622,845			2,794,727			7,956,454			9,129,909
Contract benefits and terminations	(36,576,767		)	(32,925,029		)	(2,001,236		)	(1,060,340		)	(3,670,156		)	(2,317,132		)
Contract charges and deductions	(429,124		)	(407,988		)	(13,985		)	(9,679		)	(40,315		)	(26,571		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	15,028			(20,934		)	—			—			—			—
Other	6,367			(1,289		)	215			(423		)	3,725			(2,081		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	2,226,255			(5,174,588		)	1,981,987			7,423,961			17,658,713			17,583,647
NET INCREASE (DECREASE) IN NET ASSETS	(9,225,705		)	51,809,601			1,150,753			8,129,265			7,430,589			26,900,868
NET ASSETS
Beginning of Year	332,875,994			281,066,393			18,994,266			10,865,001			53,104,234			26,203,366
End of Year	$	323,650,289		$	332,875,994		$	20,145,019		$	18,994,266		$	60,534,823		$	53,104,234

	American Funds IS International						American Funds IS Managed Risk						American Funds IS
	Growth and Income Class 4						Asset Allocation Class P2						New World Fund Class 4
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	441,907		$	403,706		$	20,866		$	(589,548	)	$	(216,914	)	$	(100,677	)
Realized gain (loss) on investments	(578,876		)	(254,109		)	4,140,269			899,160			546,543			(264,279		)
Change in net unrealized appreciation (depreciation) on investments	(6,298,802		)	7,288,152			(11,695,514		)	11,351,281			(7,921,252		)	8,184,601
Net Increase (Decrease) in Net Assets Resulting from Operations	(6,435,771		)	7,437,749			(7,534,379		)	11,660,893			(7,591,623		)	7,819,645
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	5,490,856			5,592,118			21,423,506			19,318,947			8,538,762			6,675,009
Transfers between variable and fixed accounts, net	2,722,049			3,125,880			738,978			11,297,405			2,401,728			5,605,923
Contract benefits and terminations	(2,772,668		)	(2,268,333		)	(11,178,051		)	(9,156,833		)	(2,934,059		)	(1,656,688		)
Contract charges and deductions	(46,191		)	(38,152		)	(893,092		)	(761,799		)	(32,016		)	(25,997		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	—			—			(3,425		)	—			—			—
Other	73			86			(2,119		)	334			(2,506		)	(983		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	5,394,119			6,411,599			10,085,797			20,698,054			7,971,909			10,597,264
NET INCREASE (DECREASE) IN NET ASSETS	(1,041,652		)	13,849,348			2,551,418			32,358,947			380,286			18,416,909
NET ASSETS
Beginning of Year	44,043,588			30,194,240			112,457,169			80,098,222			42,750,898			24,333,989
End of Year	$	43,001,936		$	44,043,588		$	115,008,587		$	112,457,169		$	43,131,184		$	42,750,898

See Notes to Financial Statements

SA-31

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017			2018			2017
	American Funds IS U.S. Government/						BlackRock Capital Appreciation						BlackRock Global Allocation
	AAA-Rated Securities Class 4						V.I. Class III						V.I. Class III
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	224,774		$	(48,589	)	$	(314,698	)	$	(306,518	)	$	(10,238,739	)	$	(2,109,244	)
Realized gain (loss) on investments	(570,559		)	(503,515		)	11,284,401			4,793,226			88,780,653			27,272,803
Change in net unrealized appreciation (depreciation) on investments	176,677			593,069			(9,890,211		)	5,677,653			(236,905,872		)	201,701,279
Net Increase (Decrease) in Net Assets Resulting from Operations	(169,108		)	40,965			1,079,492			10,164,361			(158,363,958		)	226,864,838
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	6,369,974			7,867,547			919,252			559,261			64,653,360			68,010,545
Transfers between variable and fixed accounts, net	2,339,458			(8,151,978		)	(3,952,007		)	(4,168,525		)	(58,991,517		)	(50,847,150		)
Contract benefits and terminations	(5,224,201		)	(7,307,368		)	(2,579,644		)	(2,715,274		)	(240,243,237		)	(215,941,539		)
Contract charges and deductions	(22,676		)	(22,730		)	(440,110		)	(435,161		)	(16,940,277		)	(17,710,110		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	—			—			—			—			1,621			(2,000		)
Other	(222		)	556			2,388			243			10,704			6,862
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	3,462,333			(7,613,973		)	(6,050,121		)	(6,759,456		)	(251,509,346		)	(216,483,392		)
NET INCREASE (DECREASE) IN NET ASSETS	3,293,225			(7,573,008		)	(4,970,629		)	3,404,905			(409,873,304		)	10,381,446
NET ASSETS
Beginning of Year	39,414,908			46,987,916			37,766,994			34,362,089			1,985,390,161			1,975,008,715
End of Year	$	42,708,133		$	39,414,908		$	32,796,365		$	37,766,994		$	1,575,516,857		$	1,985,390,161

	BlackRock iShares						Fidelity VIP Contrafund						Fidelity VIP FundsManager
	Dynamic Allocation V.I. Class I						Service Class 2						60% Service Class 2
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(73,576	)	$	146,343		$	(1,612,393	)	$	(714,758	)	$	(427,383	)	$	(652,346	)
Realized gain (loss) on investments	222,480			(9,015		)	14,790,016			7,853,405			26,639,722			4,369,022
Change in net unrealized appreciation (depreciation) on investments	(1,667,454		)	2,299,702			(29,217,715		)	20,892,045			(48,045,506		)	27,430,597
Net Increase (Decrease) in Net Assets Resulting from Operations	(1,518,550		)	2,437,030			(16,040,092		)	28,030,692			(21,833,167		)	31,147,273
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	3,916,355			3,264,148			30,456,826			26,027,551			41,891,590			29,768,172
Transfers between variable and fixed accounts, net	1,145,586			1,586,479			35,447			14,142,678			15,719,670			12,203,441
Contract benefits and terminations	(3,098,216		)	(1,676,966		)	(17,041,925		)	(12,883,665		)	(24,382,194		)	(20,128,574		)
Contract charges and deductions	(7,064		)	(6,134		)	(116,927		)	(89,190		)	(2,302,491		)	(1,936,030		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	—			—			33			—			—			—
Other	11,084			(370		)	48,520			(1,956		)	(2,489		)	(1,829		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	1,967,745			3,167,157			13,381,974			27,195,418			30,924,086			19,905,180
NET INCREASE (DECREASE) IN NET ASSETS	449,195			5,604,187			(2,658,118		)	55,226,110			9,090,919			51,052,453
NET ASSETS
Beginning of Year	21,856,855			16,252,668			184,452,029			129,225,919			249,388,114			198,335,661
End of Year	$	22,306,050		$	21,856,855		$	181,793,911		$	184,452,029		$	258,479,033		$	249,388,114

See Notes to Financial Statements

SA-32

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017			2018			2017
	Fidelity VIP Government						Fidelity VIP Strategic Income						First Trust Dorsey Wright
	Money Market Service Class						Service Class 2						Tactical Core Class I
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	404,656		$	(2,168,228	)	$	1,433,906		$	970,355		$	(176,354	)	$	(71,452	)
Realized gain (loss) on investments	—			—			(211,963		)	190,546			(173,158		)	155,107
Change in net unrealized appreciation (depreciation) on investments	—			—			(3,568,659		)	1,421,587			(3,028,636		)	1,566,883
Net Increase (Decrease) in Net Assets Resulting from Operations	404,656			(2,168,228		)	(2,346,716		)	2,582,488			(3,378,148		)	1,650,538
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	40,616,399			38,698,960			14,306,272			10,057,758			7,217,871			3,584,430
Transfers between variable and fixed accounts, net	222,722,732			99,369,310			(1,193,007		)	7,457,699			9,525,318			2,513,670
Contract benefits and terminations	(202,603,063		)	(179,757,609		)	(5,437,896		)	(4,724,204		)	(1,223,179		)	(527,482		)
Contract charges and deductions	(244,172		)	(223,512		)	(26,108		)	(21,746		)	(7,356		)	(2,287		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	(18,677		)	8,352			—			—			—			—
Other	(818		)	55			339			(1,199		)	1,779			(387		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	60,472,401			(41,904,444		)	7,649,600			12,768,308			15,514,433			5,567,944
NET INCREASE (DECREASE) IN NET ASSETS	60,877,057			(44,072,672		)	5,302,884			15,350,796			12,136,285			7,218,482
NET ASSETS
Beginning of Year	237,510,491			281,583,163			52,169,536			36,818,740			15,024,297			7,805,815
End of Year	$	298,387,548		$	237,510,491		$	57,472,420		$	52,169,536		$	27,160,582		$	15,024,297

	First Trust/Dow Jones						First Trust						Franklin Founding Funds
	Dividend & Income Allocation Class I						Multi Income Allocation Class I						Allocation VIP Class 2
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	1,028,121		$	(353,856	)	$	127,516		$	118,350		$	485,111		$	376,384
Realized gain (loss) on investments	(206,126		)	25,573,305			(42,040		)	25,439			389,109			752,812
Change in net unrealized appreciation (depreciation) on investments	(36,964,955		)	33,048,731			(807,561		)	286,903			(3,161,488		)	991,893
Net Increase (Decrease) in Net Assets Resulting from Operations	(36,142,960		)	58,268,180			(722,085		)	430,692			(2,287,268		)	2,121,089
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	53,996,807			55,409,910			3,303,439			1,283,288			2,061,679			1,662,742
Transfers between variable and fixed accounts, net	29,997,746			34,646,058			2,256,485			(674,940		)	15,676			11,233
Contract benefits and terminations	(62,537,028		)	(50,443,915		)	(873,304		)	(1,005,704		)	(1,599,673		)	(845,647		)
Contract charges and deductions	(4,540,362		)	(4,267,228		)	(1,230		)	(1,794		)	(99,086		)	(92,900		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	6,384			(12,636		)	(574		)	—			—			—
Other	(4,015		)	(5,169		)	(726		)	7			(816		)	(39		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	16,919,532			35,327,020			4,684,090			(399,143		)	377,780			735,389
NET INCREASE (DECREASE) IN NET ASSETS	(19,223,428		)	93,595,200			3,962,005			31,549			(1,909,488		)	2,856,478
NET ASSETS
Beginning of Year	554,645,989			461,050,789			9,199,902			9,168,353			21,631,845			18,775,367
End of Year	$	535,422,561		$	554,645,989		$	13,161,907		$	9,199,902		$	19,722,357		$	21,631,845

See Notes to Financial Statements

SA-33

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017			2018			2017
	Franklin Founding Funds						Franklin Income						Franklin Mutual Global
	Allocation VIP Class 4						VIP Class 2						Discovery VIP Class 2
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	4,390,653		$	3,805,534		$	1,424,235		$	908,910		$	2,835,780		$	1,624,958
Realized gain (loss) on investments	9,789,881			15,536,072			(229,780		)	(48,126		)	(658,860		)	8,850,264
Change in net unrealized appreciation (depreciation) on investments	(45,872,051		)	14,033,995			(3,447,417		)	1,541,680			(27,816,027		)	4,821,369
Net Increase (Decrease) in Net Assets Resulting from Operations	(31,691,517		)	33,375,601			(2,252,962		)	2,402,464			(25,639,107		)	15,296,591
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	6,586,419			7,166,313			6,837,942			10,280,542			6,641,728			12,807,677
Transfers between variable and fixed accounts, net	(13,122,573		)	6,341,666			(571,177		)	6,936,941			780,366			2,178,884
Contract benefits and terminations	(45,007,686		)	(43,425,401		)	(3,282,566		)	(2,897,951		)	(14,852,606		)	(14,871,894		)
Contract charges and deductions	(2,482,234		)	(2,753,405		)	(5,610		)	(10,055		)	(1,268,164		)	(1,287,690		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	—			—			—			—			(635		)	559
Other	(310		)	(1,110		)	(565		)	(977		)	3,564			(120		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(54,026,384		)	(32,671,937		)	2,978,024			14,308,500			(8,695,747		)	(1,172,584		)
NET INCREASE (DECREASE) IN NET ASSETS	(85,717,901		)	703,664			725,062			16,710,964			(34,334,854		)	14,124,007
NET ASSETS
Beginning of Year	340,451,293			339,747,629			37,822,646			21,111,682			220,413,458			206,289,451
End of Year	$	254,733,392		$	340,451,293		$	38,547,708		$	37,822,646		$	186,078,604		$	220,413,458

	Franklin Rising						Templeton						Ivy VIP
	Dividends VIP Class 2						Global Bond VIP Class 2						Asset Strategy Class II
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	53,791		$	399,916		$	(1,178,235	)	$	(1,111,916	)	$	85,456		$	41,846
Realized gain (loss) on investments	10,274,165			4,579,381			(1,792,592		)	(1,121,426		)	290,703			(1,021,251		)
Change in net unrealized appreciation (depreciation) on investments	(20,599,217		)	21,555,354			3,568,743			2,653,115			(1,355,533		)	3,380,097
Net Increase (Decrease) in Net Assets Resulting from Operations	(10,271,261		)	26,534,651			597,916			419,773			(979,374		)	2,400,692
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	15,416,335			17,448,143			7,348,685			9,185,312			605,714			742,913
Transfers between variable and fixed accounts, net	(1,610,036		)	(2,547,139		)	4,553,550			6,285,342			(148,232		)	(1,641,769		)
Contract benefits and terminations	(16,134,325		)	(14,432,105		)	(10,763,258		)	(8,446,097		)	(1,310,412		)	(1,371,434		)
Contract charges and deductions	(138,118		)	(115,851		)	(133,966		)	(121,922		)	(2,643		)	(2,836		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	(118		)	(443		)	—			394			—			—
Other	(1,816		)	(42		)	(1,897		)	(211		)	1,672			(95		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(2,468,078		)	352,563			1,003,114			6,902,818			(853,901		)	(2,273,221		)
NET INCREASE (DECREASE) IN NET ASSETS	(12,739,339		)	26,887,214			1,601,030			7,322,591			(1,833,275		)	127,471
NET ASSETS
Beginning of Year	167,633,877			140,746,663			93,539,600			86,217,009			15,529,480			15,402,009
End of Year	$	154,894,538		$	167,633,877		$	95,140,630		$	93,539,600		$	13,696,205		$	15,529,480

See Notes to Financial Statements

SA-34

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017			2018			2017
	Ivy VIP						Janus Henderson						Janus Henderson
	Energy Class II						Balanced Service Shares						Flexible Bond Service Shares
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(284,431	)	$	(129,522	)	$	9,461,253		$	1,781,467		$	352,234		$	334,995
Realized gain (loss) on investments	(525,271		)	(1,159,442		)	45,824,468			2,199,743			(279,985		)	(89,696		)
Change in net unrealized appreciation (depreciation) on investments	(7,152,769		)	(2,259,476		)	(88,894,046		)	230,339,997			(794,036		)	281,460
Net Increase (Decrease) in Net Assets Resulting from Operations	(7,962,471		)	(3,548,440		)	(33,608,325		)	234,321,207			(721,787		)	526,759
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	2,364,627			2,894,828			358,132,261			220,070,945			1,909,954			2,820,806
Transfers between variable and fixed accounts, net	1,718,045			(3,286,792		)	234,970,189			129,823,760			(509,982		)	2,322,368
Contract benefits and terminations	(1,629,695		)	(1,466,813		)	(162,832,984		)	(125,183,359		)	(3,364,221		)	(3,402,731		)
Contract charges and deductions	(4,209		)	(4,993		)	(13,595,343		)	(10,564,711		)	(5,871		)	(6,600		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	—			—			(2,201		)	(754		)	(1,883		)	201
Other	(943		)	35			(34,037		)	(23,334		)	(17		)	81
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	2,447,825			(1,863,735		)	416,637,885			214,122,547			(1,972,020		)	1,734,125
NET INCREASE (DECREASE) IN NET ASSETS	(5,514,646		)	(5,412,175		)	383,029,560			448,443,754			(2,693,807		)	2,260,884
NET ASSETS
Beginning of Year	20,441,453			25,853,628			1,770,974,243			1,322,530,489			28,344,424			26,083,540
End of Year	$	14,926,807		$	20,441,453		$	2,154,003,803		$	1,770,974,243		$	25,650,617		$	28,344,424

	JPMorgan Insurance Trust						JPMorgan Insurance Trust						JPMorgan Insurance Trust
	Core Bond Class 1						Global Allocation Class 2						Income Builder Class 2
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	2,164		$	4,379		$	(106,931	)	$	26,542		$	(107,120	)	$	179,638
Realized gain (loss) on investments	233			1,380			(3,181		)	313,471			(9,827		)	84,583
Change in net unrealized appreciation (depreciation) on investments	(8,686		)	2,751			(721,564		)	470,830			(444,781		)	495,689
Net Increase (Decrease) in Net Assets Resulting from Operations	(6,289		)	8,510			(831,676		)	810,843			(561,728		)	759,910
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	—			4,916			1,476,749			2,766,461			1,123,550			885,764
Transfers between variable and fixed accounts, net	—			(6,720		)	2,067,123			1,161,004			1,307,806			1,560,151
Contract benefits and terminations	(193,549		)	(58,682		)	(802,489		)	(285,893		)	(1,182,579		)	(1,285,931		)
Contract charges and deductions	(84		)	(84		)	(1,931		)	(4,786		)	(1,870		)	(2,613		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	—			—			—			—			—			—
Other	9			6			(1,655		)	(124		)	(793		)	183
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(193,624		)	(60,564		)	2,737,797			3,636,662			1,246,114			1,157,554
NET INCREASE (DECREASE) IN NET ASSETS	(199,913		)	(52,054		)	1,906,121			4,447,505			684,386			1,917,464
NET ASSETS
Beginning of Year	375,134			427,188			8,639,406			4,191,901			8,380,795			6,463,331
End of Year	$	175,221		$	375,134		$	10,545,527		$	8,639,406		$	9,065,181		$	8,380,795

See Notes to Financial Statements

SA-35

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017			2018			2017
	JPMorgan Insurance Trust						JPMorgan Insurance Trust						ClearBridge Variable
	Mid Cap Value Class 1						U.S. Equity Class 1						Aggressive Growth - Class II
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(461	)	$	(615	)	$	(190	)	$	(314	)	$	(56,072	)	$	(50,618	)
Realized gain (loss) on investments	1,589			4,764			34,522			701			424,401			368,897
Change in net unrealized appreciation (depreciation) on investments	(13,789		)	6,704			(35,819		)	11,005			(1,134,394		)	321,021
Net Increase (Decrease) in Net Assets Resulting from Operations	(12,661		)	10,853			(1,487		)	11,392			(766,065		)	639,300
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	—			—			—			—			1,546,596			2,094,581
Transfers between variable and fixed accounts, net	—			—			(766		)	(47		)	6,890			590,118
Contract benefits and terminations	(179		)	(11,390		)	(48,345		)	(534		)	(453,602		)	(426,199		)
Contract charges and deductions	(48		)	(49		)	(46		)	(48		)	(1,901		)	(1,447		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	—			—			—			—			—			—
Other	(2		)	2			10			(18		)	2,384			14
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(229		)	(11,437		)	(49,147		)	(647		)	1,100,367			2,257,067
NET INCREASE (DECREASE) IN NET ASSETS	(12,890		)	(584		)	(50,634		)	10,745			334,302			2,896,367
NET ASSETS
Beginning of Year	96,807			97,391			66,081			55,336			6,588,820			3,692,453
End of Year	$	83,917		$	96,807		$	15,447		$	66,081		$	6,923,122		$	6,588,820

	Lord Abbett						Lord Abbett						Lord Abbett
	Bond Debenture Class VC						International Equity Class VC						Total Return Class VC
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	3,041,810		$	2,642,150		$	534,205		$	654,382		$	6,777,999		$	4,536,358
Realized gain (loss) on investments	1,675,123			751,738			(156,994		)	(790,643		)	(1,173,584		)	(338,801		)
Change in net unrealized appreciation (depreciation) on investments	(9,660,061		)	2,464,201			(13,398,288		)	13,860,975			(11,258,780		)	4,284,417
Net Increase (Decrease) in Net Assets Resulting from Operations	(4,943,128		)	5,858,089			(13,021,077		)	13,724,714			(5,654,365		)	8,481,974
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	15,166,912			12,568,758			2,759,724			2,113,550			8,400,554			9,458,757
Transfers between variable and fixed accounts, net	2,305,094			11,549,466			6,034,414			(3,714,682		)	9,830,808			20,094,596
Contract benefits and terminations	(9,775,076		)	(9,066,175		)	(3,788,556		)	(4,023,326		)	(19,217,717		)	(21,654,593		)
Contract charges and deductions	(86,019		)	(62,812		)	(517,115		)	(547,329		)	(2,561,817		)	(2,580,394		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	244			2			—			—			—			—
Other	(1,285		)	(11,039		)	(86		)	863			(662		)	(2,047		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	7,609,870			14,978,200			4,488,381			(6,170,924		)	(3,548,834		)	5,316,319
NET INCREASE (DECREASE) IN NET ASSETS	2,666,742			20,836,289			(8,532,696		)	7,553,790			(9,203,199		)	13,798,293
NET ASSETS
Beginning of Year	88,873,085			68,036,796			65,862,191			58,308,401			296,912,405			283,114,112
End of Year	$	91,539,827		$	88,873,085		$	57,329,495		$	65,862,191		$	287,709,206		$	296,912,405

See Notes to Financial Statements

SA-36

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017			2018			2017
	MFS Total Return Series -						MFS Utilities Series -						MFS Value Series -
	Service Class						Service Class						Service Class
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	2,796,243		$	3,652,730		$	(178,691	)	$	1,146,088		$	399,429		$	717,800
Realized gain (loss) on investments	18,405,161			11,463,640			122,856			(139,815		)	5,643,047			3,255,057
Change in net unrealized appreciation (depreciation) on investments	(50,110,539		)	26,068,951			(249,497		)	3,716,496			(14,957,399		)	8,011,290
Net Increase (Decrease) in Net Assets Resulting from Operations	(28,909,135		)	41,185,321			(305,332		)	4,722,769			(8,914,923		)	11,984,147
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	35,093,851			49,409,576			3,888,053			3,976,603			2,574,311			3,867,462
Transfers between variable and fixed accounts, net	(29,013,412		)	23,240,460			4,897,804			24,299			625,458			(2,045,293		)
Contract benefits and terminations	(41,484,567		)	(39,821,385		)	(4,557,978		)	(3,588,585		)	(4,926,988		)	(4,483,395		)
Contract charges and deductions	(3,428,314		)	(3,415,620		)	(22,096		)	(21,401		)	(663,562		)	(666,227		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	3,791			(10,032		)	—			—			—			—
Other	(583		)	(4,074		)	2,593			8,317			1,109			709
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(38,829,234		)	29,398,925			4,208,376			399,233			(2,389,672		)	(3,326,744		)
NET INCREASE (DECREASE) IN NET ASSETS	(67,738,369		)	70,584,246			3,903,044			5,122,002			(11,304,595		)	8,657,403
NET ASSETS
Beginning of Year	440,019,701			369,435,455			41,643,404			36,521,402			83,439,888			74,782,485
End of Year	$	372,281,332		$	440,019,701		$	45,546,448		$	41,643,404		$	72,135,293		$	83,439,888

	MFS Massachusetts Investors						Neuberger Berman U.S. Equity Index						Oppenheimer Global Fund/VA
	Growth Stock - Service Class						PutWrite Strategy Class S						Service Shares
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(352,733	)	$	(280,072	)	$	(10,184	)	$	(6,862	)	$	(99,973	)	$	(52,681	)
Realized gain (loss) on investments	4,996,660			3,508,075			22,556			147			597,015			(10,479		)
Change in net unrealized appreciation (depreciation) on investments	(4,163,847		)	14,431,363			(93,230		)	33,496			(3,471,821		)	2,339,866
Net Increase (Decrease) in Net Assets Resulting from Operations	480,080			17,659,366			(80,858		)	26,781			(2,974,779		)	2,276,706
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	1,330,950			1,292,344			380,562			211,094			5,352,881			4,523,005
Transfers between variable and fixed accounts, net	(6,515,868		)	(6,231,452		)	41,930			78,658			(3,278,891		)	10,091,345
Contract benefits and terminations	(4,296,684		)	(4,254,551		)	(55,541		)	(76,500		)	(1,930,578		)	(579,834		)
Contract charges and deductions	(617,362		)	(635,755		)	(122		)	(108		)	(8,333		)	(1,504		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	—			—			68			103			—			—
Other	(413		)	530			(5		)	(19		)	(6,387		)	(384		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(10,099,377		)	(9,828,884		)	366,892			213,228			128,692			14,032,628
NET INCREASE (DECREASE) IN NET ASSETS	(9,619,297		)	7,830,482			286,034			240,009			(2,846,087		)	16,309,334
NET ASSETS
Beginning of Year	76,740,305			68,909,823			652,725			412,716			18,166,007			1,856,673
End of Year	$	67,121,008		$	76,740,305		$	938,759		$	652,725		$	15,319,920		$	18,166,007

See Notes to Financial Statements

SA-37

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017			2018			2017
	Oppenheimer International						PIMCO All Asset All						PIMCO CommodityRealReturn
	Growth Fund/VA Service Shares						Authority - Advisor Class						Strategy - Advisor Class
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(75,360	)	$	(6,890	)	$	58,903		$	157,551		$	51,833		$	677,875
Realized gain (loss) on investments	(28,308		)	(18,035		)	59,323			47,050			(296,952		)	(389,596		)
Change in net unrealized appreciation (depreciation) on investments	(2,877,335		)	1,371,925			(393,984		)	222,363			(1,004,090		)	(269,849		)
Net Increase (Decrease) in Net Assets Resulting from Operations	(2,981,003		)	1,347,000			(275,758		)	426,964			(1,249,209		)	18,430
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	4,182,388			3,083,803			45,253			42,909			1,003,184			447,926
Transfers between variable and fixed accounts, net	960,564			3,385,815			(657,788		)	(787,430		)	626,990			(437,758		)
Contract benefits and terminations	(1,180,923		)	(505,268		)	(434,665		)	(342,285		)	(721,656		)	(569,219		)
Contract charges and deductions	(4,499		)	(1,482		)	(406		)	(635		)	(2,758		)	(3,095		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	—			—			—			—			—			—
Other	1,188			(161		)	(235		)	(93		)	(775		)	(25		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	3,958,718			5,962,707			(1,047,841		)	(1,087,534		)	904,985			(562,171		)
NET INCREASE (DECREASE) IN NET ASSETS	977,715			7,309,707			(1,323,599		)	(660,570		)	(344,224		)	(543,741		)
NET ASSETS
Beginning of Year	10,707,364			3,397,657			4,242,265			4,902,835			7,120,775			7,664,516
End of Year	$	11,685,079		$	10,707,364		$	2,918,666		$	4,242,265		$	6,776,551		$	7,120,775

													SP Prudential
	Jennison Class II						SP International Growth Class II						U.S. Emerging Growth Class II
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(1,384	)	$	(5,765	)	$	(911	)	$	(3,112	)	$	(1,929	)	$	(5,771	)
Realized gain (loss) on investments	90,207			229,102			2,571			99,371			5,920			174,629
Change in net unrealized appreciation (depreciation) on investments	(86,940		)	(120,462		)	(10,061		)	(39,618		)	(14,901		)	(108,341		)
Net Increase (Decrease) in Net Assets Resulting from Operations	1,883			102,875			(8,401		)	56,641			(10,910		)	60,517
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	—			—			—			—			—			—
Transfers between variable and fixed accounts, net	(17,362		)	(269,359		)	(3,867		)	(199,865		)	(8,978		)	(324,648		)
Contract benefits and terminations	(93,518		)	(17,110		)	(817		)	(775		)	—			—
Contract charges and deductions	(50		)	(307		)	(106		)	(100		)	(186		)	(202		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	—			—			—			—			—			—
Other	(24		)	128			5			(716		)	—			240
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(110,954		)	(286,648		)	(4,785		)	(201,456		)	(9,164		)	(324,610		)
NET INCREASE (DECREASE) IN NET ASSETS	(109,071		)	(183,773		)	(13,186		)	(144,815		)	(20,074		)	(264,093		)
NET ASSETS
Beginning of Year	170,351			354,124			57,516			202,331			111,362			375,455
End of Year	$	61,280		$	170,351		$	44,330		$	57,516		$	91,288		$	111,362

See Notes to Financial Statements

SA-38

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended			Year/Period Ended			Year Ended	Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,	December 31,			December 31,
	2018			2017			2018			2017	2018			2017
							Schwab Government
	Value Class II						Money Market (1)				Schwab VIT Balanced
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(1,993	)	$	(1,940	)	$	265			$	432,633		$	320,122
Realized gain (loss) on investments	5,144			15,402			—				(6		)	459,907
Change in net unrealized appreciation (depreciation) on investments	(18,009		)	4,574			—				(3,641,779		)	4,116,922
Net Increase (Decrease) in Net Assets Resulting from Operations	(14,858		)	18,036			265				(3,209,152		)	4,896,951
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	—			—			337,268				7,867,112			7,610,602
Transfers between variable and fixed accounts, net	(4,631		)	(24,710		)	(337,533		)		(365,807		)	533,049
Contract benefits and terminations	(2,552		)	(2,370		)	—				(3,939,095		)	(6,576,831		)
Contract charges and deductions	(284		)	(269		)	—				(284,671		)	(290,106		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	—			—			—				—			—
Other	13			(15		)	—				(999		)	(187		)
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(7,454		)	(27,364		)	(265		)		3,276,540			1,276,527
NET INCREASE (DECREASE) IN NET ASSETS	(22,312		)	(9,328		)	—				67,388			6,173,478
NET ASSETS
Beginning of Year or Period	129,739			139,067			—				58,777,056			52,603,578
End of Year or Period	$	107,427		$	129,739		$	—			$	58,844,444		$	58,777,056

	Schwab VIT												State Street
	Balanced with Growth						Schwab VIT Growth						Total Return V.I.S. Class 3
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	1,244,129		$	975,509		$	1,264,415		$	1,008,645		$	2,630,853		$	2,135,509
Realized gain (loss) on investments	47,383			857,987			397,744			708,562			92,529,139			16,096,495
Change in net unrealized appreciation (depreciation) on investments	(11,366,313		)	13,870,266			(14,431,331		)	18,936,361			(129,776,341		)	42,486,086
Net Increase (Decrease) in Net Assets Resulting from Operations	(10,074,801		)	15,703,762			(12,769,172		)	20,653,568			(34,616,349		)	60,718,090
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	11,649,531			11,242,585			12,767,222			9,198,248			22,099,449			15,043,369
Transfers between variable and fixed accounts, net	134,403			(1,591,915		)	568,937			1,058,865			4,181,069			(2,046,985		)
Contract benefits and terminations	(11,317,952		)	(10,436,255		)	(11,058,784		)	(12,428,121		)	(61,346,862		)	(56,581,630		)
Contract charges and deductions	(716,453		)	(713,738		)	(976,244		)	(945,293		)	(4,445,793		)	(4,472,483		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	—			—			—			—			—			—
Other	1,727			(137		)	10,642			261			2,240			10,694
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(248,744		)	(1,499,460		)	1,311,773			(3,116,040		)	(39,509,897		)	(48,047,035		)
NET INCREASE (DECREASE) IN NET ASSETS	(10,323,545		)	14,204,302			(11,457,399		)	17,537,528			(74,126,246		)	12,671,055
NET ASSETS
Beginning of Year	137,192,784			122,988,482			143,880,388			126,342,860			478,275,225			465,604,170
End of Year	$	126,869,239		$	137,192,784		$	132,422,989		$	143,880,388		$	404,148,979		$	478,275,225

(1)Operations commenced or resumed during 2018 and all units were fully redeemed or transferred prior to December 31, 2018 (See Financial Highlights for commencement date of operations and date of full redemption).

See Notes to Financial Statements

SA-39

SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Variable Accounts
	Year Ended			Year Ended
	December 31,			December 31,
	2018			2017
	VanEck VIP
	Global Hard Assets Class S
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(200,829	)	$	(214,933	)
Realized gain (loss) on investments	(56,603		)	220,594
Change in net unrealized appreciation (depreciation) on investments	(4,624,902		)	(643,675		)
Net Increase (Decrease) in Net Assets Resulting from Operations	(4,882,334		)	(638,014		)
INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT OWNER TRANSACTIONS
Payments received from contract owners	1,253,475			1,357,314
Transfers between variable and fixed accounts, net	(384,828		)	(2,883,955		)
Contract benefits and terminations	(1,438,294		)	(1,756,592		)
Contract charges and deductions	(6,686		)	(6,694		)
Adjustments to net assets allocated to contracts in payout (annuitization) period	—			—
Other	(107		)	8,116
Net Increase (Decrease) in Net Assets Derived from Contract Owner Transactions	(576,440		)	(3,281,811		)
NET INCREASE (DECREASE) IN NET ASSETS	(5,458,774		)	(3,919,825		)
NET ASSETS
Beginning of Year	17,210,080			21,129,905
End of Year	$	11,751,306		$	17,210,080

See Notes to Financial Statements

SA-40

SEPARATE ACCOUNT A

FINANCIAL HIGHLIGHTS

A summary of accumulation unit values (“AUV”), units outstanding, net assets, investment income ratios, expense ratios, and total returns for each year or period ended December 31 are presented in the table below.

	At the End of Each Year or Period							Investment
Variable Accounts	AUV (1)				Units	Net		Income		Expense Ratios (3)				Total Returns (4)
For Each Year or Period	Lowest		Highest		Outstanding	Assets		Ratios (2)		Lowest		Highest		Lowest		Highest
Core Income
2018	$	9.78	$	10.38	1,148,625	$	11,581,723	0.00	%	0.30	%	2.00	%	(3.89	)%	(2.24	)%
2017	10.18		10.62		909,570	9,460,743		0.00	%	0.30	%	2.00	%	2.93	%	4.69	%
2016	9.89		10.16		537,638	5,386,512		0.00	%	0.30	%	2.00	%	3.37	%	4.82	%
05/04/2015 - 12/31/2015	9.60		9.69		202,529	1,951,849		0.00	%	0.40	%	1.80	%	(3.81	)%	(3.52	)%
Diversified Bond
2018	$	10.03	$	15.75	11,784,263	$	145,114,938	0.00	%	0.30	%	2.00	%	(3.32	)%	(1.65	)%
2017	10.74		16.03		11,361,172	146,494,032		0.00	%	0.30	%	2.00	%	4.77	%	6.45	%
2016	10.38		15.06		10,600,495	131,681,727		0.00	%	0.40	%	2.00	%	2.97	%	4.62	%
2015	10.06		14.40		9,631,150	116,601,479		0.00	%	0.40	%	2.00	%	(0.95	)%	0.65	%
2014	10.14		14.30		7,867,385	97,938,856		0.00	%	0.40	%	2.00	%	5.56	%	7.27	%
Floating Rate Income
2018	$	10.02	$	11.38	6,020,102	$	64,891,680	0.00	%	0.30	%	2.00	%	(2.02	)%	(0.33	)%
2017	10.16		11.43		4,156,679	45,409,928		0.00	%	0.30	%	2.00	%	1.71	%	3.45	%
2016	10.14		11.06		3,946,049	42,106,982		0.00	%	0.30	%	2.00	%	6.24	%	7.95	%
2015	9.82		10.24		4,113,007	41,016,747		0.00	%	0.40	%	2.00	%	(1.13	)%	0.46	%
2014	9.93		10.20		2,870,210	28,792,880		0.00	%	0.40	%	2.00	%	(1.58	)%	0.01	%
Floating Rate Loan
2018	$	9.67	$	13.04	12,790,715	$	135,649,756	0.00	%	0.30	%	2.00	%	(1.85	)%	(0.16	)%
2017	9.85		13.12		11,430,365	122,543,301		0.00	%	0.30	%	2.00	%	1.87	%	3.62	%
2016	9.67		12.72		11,374,699	118,540,100		0.00	%	0.30	%	2.00	%	7.48	%	9.21	%
2015	9.00		11.69		10,911,306	104,647,513		0.00	%	0.40	%	2.00	%	(2.97	)%	(1.41	)%
2014	9.27		11.90		11,640,525	113,905,372		0.00	%	0.40	%	2.00	%	(1.16	)%	0.44	%
High Yield Bond
2018	$	9.91	$	24.79	9,511,531	$	156,838,974	0.00	%	0.30	%	2.00	%	(5.20	)%	(3.56	)%
2017	10.38		25.73		10,424,807	185,037,902		0.00	%	0.30	%	2.00	%	5.62	%	7.32	%
2016	10.59		24.06		11,179,748	193,712,176		0.00	%	0.40	%	2.00	%	13.09	%	14.91	%
2015	9.34		21.15		10,644,545	167,899,512		0.00	%	0.40	%	2.00	%	(6.53	)%	(5.02	)%
2014	9.97		22.49		12,538,751	218,117,779		0.00	%	0.40	%	2.00	%	(1.61	)%	(0.03	)%
Inflation Managed
2018	$	8.66	$	22.39	11,247,518	$	176,500,238	0.00	%	0.30	%	2.00	%	(4.10	)%	(2.45	)%
2017	9.02		23.21		12,265,881	204,083,093		0.00	%	0.30	%	2.00	%	1.63	%	3.37	%
2016	8.85		22.70		12,952,814	216,884,736		0.00	%	0.30	%	2.00	%	3.04	%	4.70	%
2015	8.57		21.90		14,396,686	237,158,579		0.00	%	0.40	%	2.00	%	(4.98	)%	(3.45	)%
2014	9.01		22.91		16,408,857	288,136,780		0.00	%	0.40	%	2.00	%	1.07	%	2.70	%
Inflation Strategy
2018	$	8.32	$	10.26	1,570,921	$	14,470,132	0.00	%	0.30	%	2.00	%	(3.45	)%	(1.84	)%
2017	8.60		10.46		1,550,670	14,710,068		0.00	%	0.30	%	1.95	%	1.16	%	2.84	%
2016	8.49		10.18		1,502,436	14,002,168		0.00	%	0.30	%	2.00	%	(0.10	)%	1.45	%
2015	8.49		10.04		1,778,734	16,567,266		0.00	%	0.40	%	2.00	%	(5.12	)%	(3.59	)%
2014	8.93		10.41		1,846,716	18,164,176		0.00	%	0.40	%	2.00	%	0.30	%	1.92	%
Managed Bond
2018	$	9.76	$	25.29	21,835,220	$	364,851,787	0.00	%	0.30	%	2.00	%	(2.58	)%	(0.90	)%
2017	10.00		25.80		22,936,556	402,527,859		0.00	%	0.30	%	2.00	%	2.65	%	4.30	%
2016	9.72		24.98		23,644,535	416,030,223		0.00	%	0.40	%	2.00	%	0.84	%	2.46	%
2015	9.62		24.63		25,570,067	456,389,626		0.00	%	0.40	%	2.00	%	(1.43	)%	0.16	%
2014	9.74		24.84		27,274,650	507,099,017		0.00	%	0.40	%	2.00	%	2.36	%	4.02	%
Short Duration Bond
2018	$	9.49	$	12.44	30,236,850	$	311,504,706	0.00	%	0.30	%	2.00	%	(0.88	)%	0.83	%
2017	9.56		12.35		30,998,708	319,786,586		0.00	%	0.30	%	2.00	%	(0.74	)%	0.95	%
2016	9.61		12.25		29,768,754	307,361,924		0.00	%	0.30	%	2.00	%	(0.32	)%	1.28	%
2015	9.62		12.09		30,136,225	309,455,423		0.00	%	0.40	%	2.00	%	(1.67	)%	(0.09	)%
2014	9.77		12.10		27,852,528	288,412,711		0.00	%	0.40	%	2.00	%	(1.32	)%	0.27	%
Emerging Markets Debt
2018	$	9.63	$	11.59	1,797,712	$	18,951,916	0.00	%	0.30	%	2.00	%	(7.34	)%	(5.74	)%
2017	10.37		12.31		2,013,734	22,825,282		0.00	%	0.30	%	2.00	%	10.86	%	12.64	%
2016	9.34		10.93		1,407,822	14,351,136		0.00	%	0.40	%	2.00	%	14.71	%	16.55	%
2015	8.13		9.37		1,216,076	10,762,394		0.00	%	0.40	%	2.00	%	(6.32	)%	(4.80	)%
2014	8.66		9.85		1,292,439	12,220,073		0.00	%	0.40	%	2.00	%	(5.73	)%	(4.21	)%

See Notes to Financial Statements See explanation of references on page SA-52

SA-41

SEPARATE ACCOUNT A

FINANCIAL HIGHLIGHTS (Continued)

	At the End of Each Year							Investment
Variable Accounts	AUV (1)				Units	Net		Income		Expense Ratios (3)				Total Returns (4)
For Each Year	Lowest		Highest		Outstanding	Assets		Ratios (2)		Lowest		Highest		Lowest		Highest
Comstock
2018	$	9.91	$	22.29	9,819,439	$	172,698,671	0.00	%	0.30	%	2.00	%	(14.12	)%	(12.63	)%
2017	11.89		25.54		10,246,575	209,743,589		0.00	%	0.30	%	2.00	%	15.44	%	17.29	%
2016	13.56		21.77		11,122,907	196,799,642		0.00	%	0.40	%	2.00	%	15.18	%	17.03	%
2015	11.75		18.60		12,153,511	185,376,884		0.00	%	0.40	%	2.00	%	(7.91	)%	(6.42	)%
2014	12.73		19.88		11,966,564	196,340,110		0.00	%	0.40	%	2.00	%	7.00	%	8.72	%
Developing Growth
2018	$	13.62	$	22.19	5,514,620	$	98,638,713	0.00	%	0.30	%	2.00	%	3.45	%	5.23	%
2017	12.99		21.11		5,581,503	96,784,780		0.00	%	0.30	%	2.00	%	27.65	%	29.70	%
2016	10.44		16.35		6,224,494	84,377,998		0.00	%	0.40	%	2.00	%	(4.39	)%	(2.85	)%
2015	10.90		17.04		6,746,976	96,302,632		0.00	%	0.40	%	2.00	%	(10.17	)%	(8.72	)%
2014	12.10		18.90		6,271,917	100,062,089		0.00	%	0.40	%	2.00	%	(1.62	)%	(0.03	)%
Dividend Growth
2018	$	10.94	$	25.09	14,056,494	$	274,423,228	0.00	%	0.30	%	2.00	%	(3.25	)%	(1.58	)%
2017	11.26		25.52		14,677,356	298,908,323		0.00	%	0.30	%	2.00	%	16.72	%	18.60	%
2016	13.95		21.52		15,083,139	265,325,367		0.00	%	0.40	%	2.00	%	9.26	%	11.02	%
2015	12.74		19.38		14,269,953	230,776,564		0.00	%	0.40	%	2.00	%	0.07	%	1.68	%
2014	12.71		19.06		14,320,749	233,418,326		0.00	%	0.40	%	2.00	%	9.88	%	11.66	%
Equity Index
2018	$	10.69	$	42.36	39,266,074	$	770,008,055	0.00	%	0.30	%	2.00	%	(6.63	)%	(5.02	)%
2017	11.37		45.10		35,402,014	774,542,663		0.00	%	0.30	%	2.00	%	19.08	%	21.12	%
2016	10.23		37.65		29,000,838	566,929,068		0.00	%	0.30	%	2.00	%	9.41	%	11.17	%
2015	12.92		34.20		24,992,385	473,313,135		0.00	%	0.40	%	2.00	%	(0.86	)%	0.74	%
2014	13.00		34.30		20,476,046	426,919,302		0.00	%	0.40	%	2.00	%	11.14	%	12.93	%
Focused Growth
2018	$	13.73	$	46.90	5,377,847	$	132,603,632	0.00	%	0.30	%	2.00	%	2.90	%	4.67	%
2017	13.14		44.85		5,314,062	129,578,140		0.00	%	0.30	%	2.00	%	26.94	%	28.98	%
2016	12.92		34.77		5,171,075	100,426,734		0.00	%	0.40	%	2.00	%	0.32	%	1.94	%
2015	12.87		34.11		5,857,301	115,422,573		0.00	%	0.40	%	2.00	%	7.91	%	9.65	%
2014	11.92		31.11		4,698,502	88,243,974		0.00	%	0.40	%	2.00	%	7.90	%	9.64	%
Growth
2018	$	11.98	$	50.93	7,589,376	$	238,326,340	0.00	%	0.30	%	2.00	%	0.36	%	2.09	%
2017	11.87		50.44		7,279,286	241,794,590		0.00	%	0.30	%	2.00	%	29.05	%	31.12	%
2016	14.03		38.86		6,975,730	192,689,145		0.00	%	0.40	%	2.00	%	0.19	%	1.81	%
2015	13.97		38.55		7,579,783	212,697,199		0.00	%	0.40	%	2.00	%	5.33	%	7.03	%
2014	13.24		36.38		7,115,425	206,430,326		0.00	%	0.40	%	2.00	%	6.72	%	8.44	%
Large-Cap Growth
2018	$	12.05	$	27.69	9,251,139	$	163,354,575	0.00	%	0.30	%	2.00	%	(0.14	)%	1.58	%
2017	13.53		27.38		8,806,973	154,330,909		0.00	%	0.30	%	2.00	%	31.05	%	33.16	%
2016	10.90		20.63		8,541,364	112,315,118		0.00	%	0.40	%	2.00	%	(1.48	)%	0.11	%
2015	11.03		20.68		10,793,794	141,766,374		0.00	%	0.40	%	2.00	%	3.99	%	5.67	%
2014	10.58		19.64		9,721,265	119,819,928		0.00	%	0.40	%	2.00	%	6.28	%	8.00	%
Large-Cap Value
2018	$	9.74	$	23.93	9,256,573	$	176,677,899	0.00	%	0.30	%	2.00	%	(11.15	)%	(9.62	)%
2017	10.89		26.77		9,827,960	214,499,954		0.00	%	0.30	%	2.00	%	11.70	%	13.61	%
2016	10.14		23.82		10,454,979	207,532,086		0.00	%	0.30	%	2.00	%	10.64	%	12.42	%
2015	12.19		21.41		11,304,558	203,851,947		0.00	%	0.40	%	2.00	%	(4.91	)%	(3.37	)%
2014	12.80		22.38		11,691,612	224,546,335		0.00	%	0.40	%	2.00	%	9.29	%	11.06	%
Main Street Core
2018	$	10.93	$	32.91	10,633,140	$	253,542,764	0.00	%	0.30	%	2.00	%	(9.58	)%	(8.02	)%
2017	11.94		36.17		10,697,448	288,946,584		0.00	%	0.30	%	2.00	%	14.77	%	16.62	%
2016	14.52		31.33		11,790,047	280,082,160		0.00	%	0.40	%	2.00	%	9.62	%	11.38	%
2015	13.22		28.41		12,299,542	273,304,962		0.00	%	0.40	%	2.00	%	1.31	%	2.94	%
2014	13.02		27.88		13,482,903	298,795,934		0.00	%	0.40	%	2.00	%	8.62	%	10.37	%
Mid-Cap Equity
2018	$	10.43	$	38.98	7,287,312	$	188,424,421	0.00	%	0.30	%	2.00	%	(11.51	)%	(9.99	)%
2017	12.64		43.78		7,230,346	221,541,017		0.00	%	0.30	%	2.00	%	21.82	%	23.78	%
2016	14.46		35.73		7,115,623	191,476,971		0.00	%	0.40	%	2.00	%	16.09	%	17.95	%
2015	12.43		30.59		7,793,970	184,789,748		0.00	%	0.40	%	2.00	%	(0.45	)%	1.16	%
2014	12.46		30.55		7,570,388	186,790,080		0.00	%	0.40	%	2.00	%	2.16	%	3.81	%

See Notes to Financial Statements See explanation of references on page SA-52

SA-42

SEPARATE ACCOUNT A

FINANCIAL HIGHLIGHTS (Continued)

	At the End of Each Year							Investment
Variable Accounts	AUV (1)				Units	Net		Income		Expense Ratios (3)				Total Returns (4)
For Each Year	Lowest		Highest		Outstanding	Assets		Ratios (2)		Lowest		Highest		Lowest		Highest
Mid-Cap Growth
2018	$	11.76	$	22.54	11,170,460	$	198,481,470	0.00	%	0.30	%	2.00	%	(1.83	)%	(0.14	)%
2017	11.89		22.91		11,487,278	208,391,053		0.00	%	0.30	%	2.00	%	24.98	%	26.98	%
2016	11.49		18.28		11,905,807	173,111,392		0.00	%	0.40	%	2.00	%	4.17	%	5.85	%
2015	10.99		17.51		12,839,293	178,825,887		0.00	%	0.40	%	2.00	%	(7.60	)%	(6.10	)%
2014	11.85		18.90		12,436,715	187,421,926		0.00	%	0.40	%	2.00	%	6.35	%	8.06	%
Mid-Cap Value
2018	$	9.87	$	26.85	4,398,530	$	76,990,322	0.00	%	0.30	%	2.00	%	(16.49	)%	(15.05	)%
2017	11.64		31.64		4,455,306	95,753,067		0.00	%	0.30	%	2.00	%	13.18	%	15.12	%
2016	10.13		27.51		4,289,298	84,417,787		0.00	%	0.30	%	2.00	%	13.01	%	14.83	%
2015	12.06		23.96		4,157,481	73,520,578		0.00	%	0.40	%	2.00	%	(2.35	)%	(0.77	)%
2014	12.32		24.15		3,863,801	73,748,731		0.00	%	0.40	%	2.00	%	4.39	%	6.07	%
Small-Cap Equity
2018	$	9.68	$	27.88	2,597,583	$	44,747,889	0.00	%	0.30	%	2.00	%	(14.65	)%	(13.17	)%
2017	11.17		32.14		2,458,757	51,461,956		0.00	%	0.30	%	2.00	%	6.57	%	8.29	%
2016	14.44		29.68		2,588,225	52,954,215		0.00	%	0.40	%	2.00	%	27.85	%	29.90	%
2015	11.28		22.85		2,110,604	34,326,114		0.00	%	0.40	%	2.00	%	(9.71	)%	(8.25	)%
2014	12.46		24.90		2,143,342	40,012,270		0.00	%	0.40	%	2.00	%	(0.30	)%	1.31	%
Small-Cap Index
2018	$	9.71	$	29.43	9,742,504	$	187,508,926	0.00	%	0.30	%	2.00	%	(13.32	)%	(11.82	)%
2017	11.15		33.40		9,016,533	211,161,458		0.00	%	0.30	%	2.00	%	11.81	%	13.72	%
2016	10.34		29.40		8,065,207	181,325,886		0.00	%	0.30	%	2.00	%	18.28	%	20.18	%
2015	11.99		24.46		8,181,276	160,293,067		0.00	%	0.40	%	2.00	%	(6.81	)%	(5.31	)%
2014	12.84		25.84		7,980,617	173,523,873		0.00	%	0.40	%	2.00	%	2.32	%	3.97	%
Small-Cap Value
2018	$	9.00	$	42.72	4,539,485	$	98,856,096	0.00	%	0.30	%	2.00	%	(17.96	)%	(16.54	)%
2017	11.09		51.24		4,675,161	129,260,288		0.00	%	0.30	%	2.00	%	6.51	%	8.33	%
2016	10.26		47.35		4,792,527	131,490,936		0.00	%	0.30	%	2.00	%	27.04	%	29.08	%
2015	11.68		36.68		4,475,846	101,059,861		0.00	%	0.40	%	2.00	%	(6.23	)%	(4.72	)%
2014	12.43		38.50		4,468,595	113,891,722		0.00	%	0.40	%	2.00	%	3.55	%	5.22	%
Value Advantage
2018	$	10.51	$	15.04	2,092,943	$	29,758,832	0.00	%	0.30	%	2.00	%	(10.88	)%	(9.34	)%
2017	11.61		16.61		1,902,695	30,256,764		0.00	%	0.30	%	2.00	%	12.06	%	13.98	%
2016	10.21		14.59		1,741,400	24,600,438		0.00	%	0.30	%	2.00	%	14.24	%	16.02	%
2015	12.06		12.57		1,113,936	13,703,933		0.00	%	0.40	%	2.00	%	(6.53	)%	(5.07	)%
2014	12.90		13.24		1,205,836	15,719,763		0.00	%	0.40	%	2.00	%	11.88	%	13.69	%
Emerging Markets
2018	$	9.86	$	63.42	9,588,606	$	178,868,614	0.00	%	0.30	%	2.00	%	(13.75	)%	(12.26	)%
2017	11.24		72.35		9,314,917	211,020,836		0.00	%	0.30	%	2.00	%	31.86	%	34.11	%
2016	8.38		54.00		8,497,788	157,344,732		0.00	%	0.30	%	2.00	%	4.36	%	6.04	%
2015	8.00		50.92		8,604,350	162,136,807		0.00	%	0.40	%	2.00	%	(15.75	)%	(14.39	)%
2014	9.47		59.48		7,960,255	191,527,985		0.00	%	0.40	%	2.00	%	(6.88	)%	(5.37	)%
International Large-Cap
2018	$	10.16	$	22.92	16,898,528	$	231,939,706	0.00	%	0.30	%	2.00	%	(13.57	)%	(12.08	)%
2017	12.46		26.09		17,360,973	274,976,261		0.00	%	0.30	%	2.00	%	24.99	%	27.00	%
2016	9.97		20.54		19,170,325	242,468,735		0.00	%	0.40	%	2.00	%	(2.05	)%	(0.47	)%
2015	10.16		20.64		20,108,329	258,982,186		0.00	%	0.40	%	2.00	%	(2.41	)%	(0.83	)%
2014	10.39		20.82		19,136,509	251,422,219		0.00	%	0.40	%	2.00	%	(6.90	)%	(5.40	)%
International Small-Cap
2018	$	9.23	$	16.74	3,211,173	$	37,108,549	0.00	%	0.30	%	2.00	%	(23.71	)%	(22.39	)%
2017	13.45		21.67		3,211,943	48,215,389		0.00	%	0.30	%	2.00	%	29.31	%	31.39	%
2016	10.52		16.55		3,378,509	38,784,671		0.00	%	0.40	%	2.00	%	1.38	%	3.01	%
2015	10.37		16.12		4,128,852	46,189,477		0.00	%	0.40	%	2.00	%	4.32	%	6.00	%
2014	9.93		15.26		3,581,772	38,126,956		0.00	%	0.40	%	2.00	%	(4.35	)%	(2.81	)%
International Value
2018	$	6.61	$	12.68	9,595,349	$	103,783,244	0.00	%	0.30	%	2.00	%	(16.65	)%	(15.21	)%
2017	7.93		15.12		9,834,920	126,982,696		0.00	%	0.30	%	2.00	%	19.17	%	21.21	%
2016	6.65		12.61		10,851,608	116,712,247		0.00	%	0.30	%	2.00	%	0.94	%	2.57	%
2015	6.58		12.42		11,850,630	124,962,971		0.00	%	0.40	%	2.00	%	(4.56	)%	(3.02	)%
2014	6.90		12.94		11,972,895	132,274,052		0.00	%	0.40	%	2.00	%	(12.32	)%	(10.90	)%

See Notes to Financial Statements See explanation of references on page SA-52

SA-43

SEPARATE ACCOUNT A

FINANCIAL HIGHLIGHTS (Continued)

	At the End of Each Year or Period							Investment
Variable Accounts	AUV (1)				Units	Net		Income		Expense Ratios (3)				Total Returns (4)
For Each Year or Period	Lowest		Highest		Outstanding	Assets		Ratios (2)		Lowest		Highest		Lowest		Highest
Health Sciences
2018	$	11.79	$	60.44	8,381,895	$	269,301,230	0.00	%	0.30	%	2.00	%	5.75	%	7.57	%
2017	12.38		56.24		8,438,143	265,861,240		0.00	%	0.30	%	2.00	%	21.52	%	23.47	%
2016	15.41		45.55		8,528,700	231,374,915		0.00	%	0.40	%	2.00	%	(7.83	)%	(6.35	)%
2015	16.68		48.64		9,590,591	294,158,776		0.00	%	0.40	%	2.00	%	7.42	%	9.15	%
2014	15.50		44.56		7,782,064	246,319,734		0.00	%	0.40	%	2.00	%	22.07	%	24.04	%
Real Estate
2018	$	9.98	$	48.75	5,741,006	$	121,398,736	0.00	%	0.30	%	2.00	%	(9.29	)%	(7.73	)%
2017	10.84		53.42		6,555,664	153,948,997		0.00	%	0.30	%	2.00	%	1.20	%	2.82	%
2016	12.03		52.48		6,779,063	164,758,555		0.00	%	0.40	%	2.00	%	4.49	%	6.17	%
2015	11.49		49.92		7,069,795	170,895,322		0.00	%	0.40	%	2.00	%	(0.49	)%	1.12	%
2014	11.53		49.87		7,643,739	198,490,741		0.00	%	0.40	%	2.00	%	28.01	%	30.07	%
Technology
2018	$	8.80	$	18.15	7,966,233	$	109,014,566	0.00	%	0.30	%	2.00	%	(0.24	)%	1.48	%
2017	8.80		18.15		7,597,226	102,089,215		0.00	%	0.30	%	2.00	%	36.05	%	38.23	%
2016	6.45		13.31		6,864,188	66,534,514		0.00	%	0.40	%	2.00	%	(8.46	)%	(6.98	)%
2015	7.03		14.50		7,425,818	76,611,922		0.00	%	0.40	%	2.00	%	(4.96	)%	(3.43	)%
2014	7.38		15.22		6,834,234	71,346,045		0.00	%	0.40	%	2.00	%	7.68	%	9.41	%
Currency Strategies
2018	$	10.15	$	11.24	331,932	$	3,497,651	0.00	%	0.30	%	2.00	%	3.76	%	5.55	%
2017	9.63		10.66		343,749	3,469,669		0.00	%	0.30	%	2.00	%	(5.49	)%	(3.97	)%
2016	10.35		11.10		394,322	4,184,452		0.00	%	0.40	%	2.00	%	2.81	%	4.46	%
2015	10.05		10.63		319,034	3,272,258		0.00	%	0.40	%	2.00	%	(0.58	)%	1.02	%
2014	10.08		10.52		362,954	3,718,503		0.00	%	0.40	%	2.00	%	1.48	%	3.12	%
Diversified Alternatives
2018	$	9.96	$	10.47	211,771	$	2,160,824	0.00	%	0.30	%	2.00	%	(8.32	)%	(6.97	)%
2017	10.89		11.26		173,500	1,918,737		0.00	%	0.40	%	1.95	%	5.85	%	7.29	%
2016	10.33		10.49		76,524	795,736		0.00	%	0.40	%	1.75	%	3.78	%	4.30	%
11/03/2015 - 12/31/2015	9.96		9.97		2,553	25,457		0.00	%	1.15	%	1.65	%	(0.75	)%	(0.75	)%
Equity Long/Short
2018	$	9.80	$	12.35	1,286,947	$	15,295,008	0.00	%	0.30	%	2.00	%	(18.85	)%	(17.44	)%
2017	11.90		14.97		1,124,089	16,386,007		0.00	%	0.30	%	2.00	%	14.87	%	16.83	%
2016	10.21		12.83		938,849	11,856,347		0.00	%	0.30	%	2.00	%	9.08	%	10.84	%
05/12/2015 - 12/31/2015	11.45		11.57		605,540	6,961,742		0.00	%	0.40	%	2.00	%	14.16	%	14.75	%
Global Absolute Return
2018	$	9.56	$	10.58	1,014,795	$	10,072,240	0.00	%	0.30	%	2.00	%	(11.08	)%	(9.54	)%
2017	10.73		11.71		1,073,567	11,891,508		0.00	%	0.30	%	2.00	%	4.26	%	6.04	%
2016	10.17		11.05		958,371	10,122,150		0.00	%	0.30	%	2.00	%	2.58	%	4.23	%
2015	9.99		10.60		974,965	9,964,329		0.00	%	0.40	%	2.00	%	0.65	%	2.28	%
2014	9.90		10.37		839,425	8,471,478		0.00	%	0.40	%	2.00	%	3.93	%	5.61	%
Pacific Dynamix - Conservative Growth
2018	$	10.05	$	17.60	34,320,308	$	457,602,754	0.00	%	0.30	%	2.00	%	(5.76	)%	(4.13	)%
2017	10.59		18.38		34,531,502	491,604,838		0.00	%	0.30	%	2.00	%	7.77	%	9.50	%
2016	10.90		16.78		34,779,910	464,351,611		0.00	%	0.40	%	2.00	%	4.73	%	6.41	%
2015	10.39		15.77		31,204,973	401,332,027		0.00	%	0.40	%	2.00	%	(3.06	)%	(1.49	)%
2014	10.69		16.01		28,547,036	389,308,839		0.00	%	0.40	%	2.00	%	3.41	%	5.08	%
Pacific Dynamix - Moderate Growth
2018	$	10.04	$	20.07	144,819,535	$	2,056,345,198	0.00	%	0.30	%	2.00	%	(7.41	)%	(5.81	)%
2017	10.84		21.33		142,605,677	2,214,319,925		0.00	%	0.30	%	2.00	%	11.54	%	13.45	%
2016	10.17		18.82		131,642,580	1,858,370,366		0.00	%	0.30	%	2.00	%	6.31	%	8.02	%
2015	10.68		17.42		122,652,930	1,647,867,563		0.00	%	0.40	%	2.00	%	(3.79	)%	(2.24	)%
2014	11.08		17.82		101,334,168	1,454,786,286		0.00	%	0.40	%	2.00	%	3.44	%	5.11	%
Pacific Dynamix - Growth
2018	$	10.14	$	22.71	37,185,605	$	622,881,911	0.00	%	0.30	%	2.00	%	(9.13	)%	(7.56	)%
2017	11.10		24.59		36,584,813	681,743,289		0.00	%	0.30	%	2.00	%	15.20	%	17.05	%
2016	10.21		21.01		34,116,830	559,105,960		0.00	%	0.40	%	2.00	%	8.00	%	9.73	%
2015	11.01		19.15		34,271,476	522,517,660		0.00	%	0.40	%	2.00	%	(4.38	)%	(2.84	)%
2014	11.49		19.71		29,236,740	480,533,918		0.00	%	0.40	%	2.00	%	3.34	%	5.01	%

See Notes to Financial Statements See explanation of references on page SA-52

SA-44

SEPARATE ACCOUNT A

FINANCIAL HIGHLIGHTS (Continued)

	At the End of Each Year or Period							Investment
Variable Accounts	AUV (1)				Units	Net		Income		Expense Ratios (3)				Total Returns (4)
For Each Year or Period	Lowest		Highest		Outstanding	Assets		Ratios (2)		Lowest		Highest		Lowest		Highest
Portfolio Optimization Conservative
2018	$	9.89	$	12.42	122,666,989	$	1,395,000,702	0.00	%	0.30	%	2.00	%	(5.30	)%	(3.67	)%
2017	10.37		12.91		140,870,741	1,684,288,523		0.00	%	0.30	%	2.00	%	5.25	%	7.05	%
2016	10.11		12.07		165,728,474	1,873,697,960		0.00	%	0.30	%	2.00	%	3.74	%	5.41	%
2015	9.86		11.45		182,843,503	1,983,939,781		0.00	%	0.40	%	2.00	%	(2.01	)%	(0.43	)%
2014	10.04		11.50		205,287,616	2,264,290,057		0.00	%	0.40	%	2.00	%	1.34	%	2.98	%
Portfolio Optimization Moderate-Conservative
2018	$	9.95	$	13.22	182,298,210	$	2,208,202,437	0.00	%	0.30	%	2.00	%	(6.88	)%	(5.27	)%
2017	10.61		14.02		211,675,881	2,738,883,461		0.00	%	0.30	%	2.00	%	8.60	%	10.35	%
2016	10.78		12.75		239,465,540	2,839,652,691		0.00	%	0.40	%	2.00	%	4.68	%	6.36	%
2015	10.28		12.03		270,360,491	3,047,900,125		0.00	%	0.40	%	2.00	%	(2.38	)%	(0.81	)%
2014	10.51		12.22		305,930,571	3,516,980,488		0.00	%	0.40	%	2.00	%	1.97	%	3.62	%
Portfolio Optimization Moderate
2018	$	9.87	$	14.23	705,768,256	$	8,963,320,335	0.00	%	0.30	%	2.00	%	(8.41	)%	(6.83	)%
2017	10.78		15.35		807,845,322	11,150,490,771		0.00	%	0.30	%	2.00	%	10.98	%	12.88	%
2016	10.16		13.66		911,170,206	11,277,155,614		0.00	%	0.30	%	2.00	%	5.95	%	7.65	%
2015	10.64		12.79		1,021,212,696	11,871,745,564		0.00	%	0.40	%	2.00	%	(2.33	)%	(0.76	)%
2014	10.87		13.05		1,159,837,591	13,740,334,379		0.00	%	0.40	%	2.00	%	2.55	%	4.20	%
Portfolio Optimization Growth
2018	$	10.77	$	15.27	563,059,591	$	7,468,425,206	0.00	%	0.30	%	2.00	%	(10.02	)%	(8.47	)%
2017	11.82		16.76		645,370,093	9,470,596,190		0.00	%	0.30	%	2.00	%	14.09	%	16.04	%
2016	10.18		14.59		731,102,068	9,362,255,525		0.00	%	0.30	%	2.00	%	6.66	%	8.38	%
2015	11.02		13.63		827,906,037	9,892,294,042		0.00	%	0.40	%	2.00	%	(2.30	)%	(0.73	)%
2014	11.26		13.89		933,704,292	11,365,570,598		0.00	%	0.40	%	2.00	%	3.00	%	4.67	%
Portfolio Optimization Aggressive-Growth
2018	$	9.97	$	15.95	117,617,743	$	1,580,123,542	0.00	%	0.30	%	2.00	%	(11.20	)%	(9.67	)%
2017	12.06		17.83		132,519,299	1,996,079,978		0.00	%	0.30	%	2.00	%	16.25	%	18.12	%
2016	12.05		15.27		150,050,357	1,935,350,732		0.00	%	0.40	%	2.00	%	7.17	%	8.89	%
2015	11.22		14.20		168,893,013	2,023,332,419		0.00	%	0.40	%	2.00	%	(2.87	)%	(1.31	)%
2014	11.53		14.56		189,654,485	2,328,709,665		0.00	%	0.40	%	2.00	%	3.20	%	4.87	%
PSF DFA Balanced Allocation
2018	$	9.95	$	11.05	13,984,638	$	150,670,897	0.00	%	0.30	%	2.00	%	(8.06	)%	(6.47	)%
2017	10.84		11.83		8,143,033	94,769,463		0.00	%	0.30	%	2.00	%	10.75	%	12.53	%
05/03/2016 - 12/31/2016	10.40		10.51		3,046,252	31,822,324		0.00	%	0.40	%	2.00	%	4.78	%	4.78	%
Invesco V.I. Balanced-Risk Allocation Series II
2018	$	9.74	$	19.24	22,504,624	$	322,179,645	1.27	%	0.30	%	2.00	%	(8.57	)%	(6.99	)%
2017	10.60		20.70		25,137,938	400,851,209		3.72	%	0.30	%	2.00	%	7.66	%	9.50	%
2016	10.15		18.92		27,202,624	411,438,619		0.20	%	0.30	%	2.00	%	9.31	%	11.07	%
2015	9.56		17.04		25,599,218	360,382,294		3.73	%	0.40	%	2.00	%	(6.29	)%	(4.78	)%
2014	10.18		17.89		26,922,812	413,669,967		0.00	%	0.40	%	2.00	%	3.62	%	5.29	%
Invesco V.I. Equity and Income Series II
2018	$	9.54	$	11.67	3,724,610	$	41,332,203	2.07	%	0.30	%	2.00	%	(11.53	)%	(10.00	)%
2017	11.18		12.98		3,319,215	41,292,384		1.44	%	0.30	%	2.00	%	8.59	%	10.34	%
2016	11.17		11.77		3,032,859	34,520,360		1.73	%	0.40	%	2.00	%	12.57	%	14.38	%
2015	9.82		10.29		1,873,018	18,778,909		2.96	%	0.40	%	2.00	%	(4.51	)%	(2.97	)%
05/06/2014 - 12/31/2014	10.17		10.60		596,467	6,263,393		2.19	%	0.40	%	2.00	%	6.17	%	6.17	%
Invesco V.I. Global Real Estate Series II
2018	$	9.44	$	10.87	643,423	$	6,257,587	3.77	%	0.30	%	2.00	%	(8.20	)%	(6.62	)%
2017	10.28		11.64		566,539	5,943,149		3.36	%	0.30	%	2.00	%	10.50	%	12.39	%
2016	9.30		10.36		397,040	3,734,563		1.79	%	0.30	%	2.00	%	(0.19	)%	1.41	%
05/04/2015 - 12/31/2015	9.32		9.42		195,856	1,833,817		6.59	%	0.40	%	2.00	%	(6.97	)%	(6.97	)%
American Century VP Mid Cap Value Class II
2018	$	9.19	$	16.93	4,648,111	$	69,290,350	1.27	%	0.30	%	2.00	%	(14.70	)%	(13.22	)%
2017	10.73		19.52		4,449,662	78,338,816		1.39	%	0.30	%	2.00	%	9.27	%	11.13	%
2016	10.13		17.59		4,449,907	72,613,873		1.62	%	0.30	%	2.00	%	20.29	%	22.23	%
2015	12.69		14.39		2,334,721	31,422,843		1.54	%	0.40	%	2.00	%	(3.53	)%	(1.97	)%
2014	13.12		14.68		2,279,288	32,109,244		1.03	%	0.40	%	2.00	%	13.94	%	15.77	%
American Funds IS Asset Allocation Fund Class 4
2018	$	10.19	$	12.25	246,768,480	$	2,810,176,638	1.46	%	0.30	%	2.00	%	(6.73	)%	(5.12	)%
2017	10.87		12.97		240,961,888	2,922,206,753		1.37	%	0.30	%	2.00	%	13.62	%	15.56	%
2016	10.11		11.28		231,803,255	2,457,433,788		1.48	%	0.30	%	2.00	%	7.01	%	8.73	%
2015	9.81		10.41		216,461,588	2,129,508,180		8.53	%	0.40	%	2.00	%	0.19	%	0.39	%
05/13/2014 - 12/31/2014	10.35		10.37		1,234,348	12,792,925		5.04	%	0.75	%	0.95	%	3.28	%	3.28	%

See Notes to Financial Statements See explanation of references on page SA-52

SA-45

SEPARATE ACCOUNT A

FINANCIAL HIGHLIGHTS (Continued)

	At the End of Each Year or Period							Investment
Variable Accounts	AUV (1)				Units	Net		Income		Expense Ratios (3)				Total Returns (4)
For Each Year or Period	Lowest		Highest		Outstanding	Assets		Ratios (2)		Lowest		Highest		Lowest		Highest
American Funds IS Blue Chip Income and Growth Class 4
2018	$	9.96	$	12.17	7,269,940	$	85,722,867	1.96	%	0.30	%	2.00	%	(10.73	)%	(9.19	)%
2017	11.12		13.41		5,772,293	75,700,161		2.06	%	0.30	%	2.00	%	14.40	%	16.24	%
2016	11.33		11.54		4,525,632	51,646,555		3.61	%	0.40	%	2.00	%	16.39	%	18.02	%
11/02/2015 - 12/31/2015	9.75		9.78		229,539	2,240,733		See Note (5)		0.40	%	1.80	%	(3.51	)%	(3.46	)%
American Funds IS Bond Class 4
2018	$	9.80	$	10.31	4,611,732	$	46,516,940	2.63	%	0.30	%	2.00	%	(2.71	)%	(1.18	)%
2017	10.12		10.44		3,034,732	31,215,177		2.50	%	0.30	%	2.00	%	1.40	%	2.98	%
2016	9.96		10.15		1,486,630	14,962,175		2.17	%	0.30	%	2.00	%	0.92	%	2.39	%
11/03/2015 - 12/31/2015	9.89		9.91		88,696	877,973		See Note (5)		0.40	%	1.85	%	(0.81	)%	(0.81	)%
American Funds IS Capital Income Builder Class 4
2018	$	9.68	$	10.60	8,466,870	$	85,368,961	2.72	%	0.30	%	2.00	%	(9.10	)%	(7.53	)%
2017	10.65		11.46		7,548,239	82,933,134		2.57	%	0.30	%	2.00	%	10.42	%	12.20	%
2016	9.64		10.06		6,532,328	64,382,863		3.09	%	0.40	%	2.00	%	1.74	%	3.37	%
2015	9.48		9.73		4,624,843	44,441,584		2.69	%	0.40	%	2.00	%	(3.69	)%	(2.18	)%
05/01/2014 - 12/31/2014	9.85		9.95		1,708,931	16,919,140		2.89	%	0.40	%	1.95	%	(1.31	)%	(1.31	)%
American Funds IS Global Balanced Class 4
2018	$	10.76	$	11.32	4,336,770	$	47,966,295	1.17	%	0.30	%	2.00	%	(8.18	)%	(6.59	)%
2017	11.72		12.13		3,314,682	39,520,262		1.59	%	0.30	%	2.00	%	17.02	%	18.90	%
2016	10.01		10.20		915,019	9,252,896		2.43	%	0.40	%	2.00	%	2.15	%	3.43	%
11/10/2015 - 12/31/2015	9.80		9.82		65,020	638,224		See Note (5)		0.75	%	2.00	%	(1.04	)%	(0.95	)%
American Funds IS Global Bond Class 4
2018	$	9.90	$	10.45	1,258,572	$	12,821,962	2.20	%	0.30	%	2.00	%	(3.57	)%	(1.90	)%
2017	10.27		10.65		836,041	8,739,645		0.52	%	0.30	%	2.00	%	4.53	%	6.21	%
2016	9.83		10.01		433,050	4,294,379		0.76	%	0.40	%	2.00	%	0.90	%	2.01	%
11/05/2015 - 12/31/2015	9.79		9.81		32,324	316,956		0.00	%	0.40	%	1.80	%	(1.27	)%	(1.27	)%
American Funds IS Global Growth and Income Class 4
2018	$	10.31	$	11.75	2,456,273	$	28,176,906	1.68	%	0.30	%	2.00	%	(11.68	)%	(10.16	)%
2017	11.63		13.09		1,693,500	21,786,618		3.04	%	0.30	%	2.00	%	23.34	%	25.32	%
2016	10.25		10.44		758,235	7,847,080		3.07	%	0.40	%	2.00	%	5.29	%	6.61	%
10/30/2015 - 12/31/2015	9.78		9.80		70,911	693,854		5.82	%	0.40	%	1.85	%	(2.23	)%	(2.17	)%
American Funds IS Global Growth Class 4
2018	$	10.59	$	13.51	6,148,518	$	78,942,770	0.55	%	0.30	%	2.00	%	(11.05	)%	(9.51	)%
2017	11.84		14.95		4,938,435	70,733,670		0.67	%	0.30	%	2.00	%	28.53	%	30.59	%
2016	10.69		11.45		3,597,971	39,881,916		0.70	%	0.40	%	2.00	%	(1.61	)%	(0.03	)%
2015	10.81		11.45		4,144,888	46,345,794		1.42	%	0.40	%	2.00	%	4.58	%	6.26	%
2014	10.29		10.78		1,424,224	15,128,989		2.03	%	0.40	%	2.00	%	0.04	%	1.61	%
American Funds IS Global Small Capitalization Class 4
2018	$	10.15	$	11.19	1,471,715	$	16,044,129	0.02	%	0.30	%	2.00	%	(12.58	)%	(11.07	)%
2017	11.57		12.58		705,959	8,722,876		0.39	%	0.30	%	2.00	%	23.14	%	25.12	%
2016	9.83		10.02		269,230	2,676,622		0.17	%	0.40	%	2.00	%	(0.01	)%	1.44	%
11/03/2015 - 12/31/2015	9.85		9.87		48,286	476,209		0.00	%	0.40	%	1.85	%	(3.61	)%	(3.54	)%
American Funds IS Growth Class 4
2018	$	11.37	$	15.55	26,297,274	$	352,634,575	0.26	%	0.30	%	2.00	%	(2.49	)%	(0.80	)%
2017	11.62		15.75		25,511,615	348,008,852		0.45	%	0.30	%	2.00	%	25.46	%	27.60	%
2016	10.13		12.39		24,270,285	261,801,967		0.59	%	0.30	%	2.00	%	7.06	%	8.78	%
2015	9.90		11.43		24,828,107	247,895,016		3.60	%	0.40	%	2.00	%	5.58	%	5.79	%
05/13/2014 - 12/31/2014	10.75		10.81		366,639	3,961,069		2.65	%	0.75	%	1.50	%	7.55	%	7.55	%
American Funds IS Growth-Income Class 4
2018	$	10.95	$	14.12	25,499,425	$	323,650,289	1.25	%	0.30	%	2.00	%	(4.01	)%	(2.35	)%
2017	11.35		14.52		25,370,686	332,875,994		1.30	%	0.30	%	2.00	%	19.67	%	21.59	%
2016	10.68		11.98		25,849,115	281,066,393		1.32	%	0.40	%	2.00	%	9.06	%	10.81	%
2015	9.79		10.85		25,541,165	252,300,825		6.09	%	0.40	%	2.00	%	(0.30	)%	0.45	%
05/19/2014 - 12/31/2014	10.75		10.80		750,221	8,101,537		4.10	%	0.75	%	1.50	%	7.24	%	7.24	%
American Funds IS High-Income Bond Class 4
2018	$	9.88	$	11.41	1,818,203	$	20,145,019	5.59	%	0.30	%	1.95	%	(4.53	)%	(2.93	)%
2017	10.28		11.76		1,647,144	18,994,266		7.09	%	0.30	%	2.00	%	4.58	%	6.21	%
2016	10.87		11.08		990,390	10,865,001		9.47	%	0.40	%	2.00	%	15.15	%	16.83	%
10/30/2015 - 12/31/2015	9.46		9.48		52,976	501,712		See Note (5)		0.40	%	1.85	%	(5.31	)%	(5.31	)%

See Notes to Financial Statements See explanation of references on page SA-52

SA-46

SEPARATE ACCOUNT A

FINANCIAL HIGHLIGHTS (Continued)

	At the End of Each Year or Period							Investment
Variable Accounts	AUV (1)				Units	Net		Income		Expense Ratios (3)				Total Returns (4)
For Each Year or Period	Lowest		Highest		Outstanding	Assets		Ratios (2)		Lowest		Highest		Lowest		Highest
American Funds IS International Class 4
2018	$	9.86	$	11.38	5,877,732	$	60,534,823	1.63	%	0.30	%	2.00	%	(15.13	)%	(13.67	)%
2017	11.62		13.18		4,423,951	53,104,234		1.59	%	0.30	%	2.00	%	29.29	%	31.37	%
2016	8.99		9.38		2,850,606	26,203,366		1.40	%	0.40	%	2.00	%	1.18	%	2.81	%
2015	8.88		9.13		2,238,902	20,168,895		1.85	%	0.40	%	2.00	%	(6.50	)%	(5.13	)%
05/13/2014 - 12/31/2014	9.53		9.62		918,721	8,793,086		4.02	%	0.40	%	1.85	%	(4.83	)%	(4.83	)%
American Funds IS International Growth and Income Class 4
2018	$	9.18	$	11.23	4,409,965	$	43,001,936	2.08	%	0.30	%	2.00	%	(13.22	)%	(11.73	)%
2017	10.53		12.72		3,960,415	44,043,588		2.25	%	0.30	%	2.00	%	22.26	%	24.22	%
2016	8.57		9.35		3,353,345	30,194,240		2.55	%	0.40	%	2.00	%	(0.82	)%	0.78	%
2015	8.60		9.28		2,992,909	26,968,404		2.32	%	0.40	%	2.00	%	(7.69	)%	(6.20	)%
2014	9.27		9.89		1,827,170	17,753,951		6.02	%	0.40	%	2.00	%	(5.16	)%	(3.78	)%
American Funds IS Managed Risk Asset Allocation Class P2
2018	$	10.12	$	12.05	10,040,824	$	115,008,587	1.37	%	0.30	%	2.00	%	(6.79	)%	(5.18	)%
2017	10.80		12.72		9,214,722	112,457,169		0.75	%	0.30	%	2.00	%	12.54	%	14.35	%
2016	10.57		11.12		7,433,311	80,098,222		1.32	%	0.40	%	2.00	%	5.16	%	6.85	%
2015	10.05		10.41		5,761,674	58,653,909		1.52	%	0.40	%	2.00	%	(2.88	)%	(1.47	)%
2014	10.37		10.56		2,881,336	30,085,703		0.09	%	0.40	%	1.95	%	1.02	%	2.50	%
American Funds IS New World Fund Class 4
2018	$	9.48	$	11.14	4,358,296	$	43,131,184	0.71	%	0.30	%	2.00	%	(15.96	)%	(14.51	)%
2017	11.28		13.03		3,663,500	42,750,898		0.90	%	0.30	%	2.00	%	26.51	%	28.67	%
2016	8.92		10.13		2,663,757	24,333,989		0.71	%	0.30	%	2.00	%	2.97	%	4.62	%
2015	8.66		8.96		2,109,358	18,559,906		0.58	%	0.40	%	2.00	%	(5.29	)%	(3.76	)%
2014	9.14		9.31		1,235,726	11,390,698		2.09	%	0.40	%	2.00	%	(9.95	)%	(8.50	)%
American Funds IS U.S. Government/AAA-Rated Securities Class 4
2018	$	9.72	$	10.55	4,222,318	$	42,708,133	1.72	%	0.30	%	2.00	%	(1.45	)%	0.20	%
2017	9.88		10.54		3,866,724	39,414,908		1.07	%	0.30	%	1.95	%	(0.67	)%	0.87	%
2016	9.95		10.45		4,618,164	46,987,916		1.04	%	0.40	%	2.00	%	(0.95	)%	0.59	%
2015	10.04		10.39		3,732,734	38,059,278		2.07	%	0.40	%	2.00	%	(0.72	)%	0.88	%
2014	10.11		10.30		1,987,612	20,250,748		3.74	%	0.40	%	2.00	%	3.04	%	4.34	%
BlackRock Capital Appreciation V.I. Class III
2018	$	18.76	$	25.16	1,475,578	$	32,796,365	0.00	%	0.75	%	1.50	%	0.60	%	1.36	%
2017	18.65		24.82		1,718,685	37,766,994		0.00	%	0.75	%	1.50	%	30.97	%	31.96	%
2016	14.24		18.81		2,061,670	34,362,089		0.00	%	0.75	%	1.50	%	(1.62	)%	(0.88	)%
2015	14.48		18.97		2,136,103	35,964,436		0.00	%	0.75	%	1.50	%	5.02	%	5.81	%
2014	13.78		17.93		2,388,125	38,100,735		0.00	%	0.75	%	1.50	%	6.94	%	7.74	%
BlackRock Global Allocation V.I. Class III
2018	$	9.79	$	13.54	132,460,071	$	1,575,516,857	0.81	%	0.30	%	2.00	%	(9.42	)%	(7.86	)%
2017	10.75		14.76		151,755,086	1,985,390,161		1.25	%	0.30	%	2.00	%	11.46	%	13.26	%
2016	10.59		13.08		169,103,542	1,975,008,715		1.18	%	0.40	%	2.00	%	1.76	%	3.39	%
2015	10.39		12.69		191,018,782	2,182,139,434		1.04	%	0.40	%	2.00	%	(2.96	)%	(1.40	)%
2014	10.68		12.92		197,530,673	2,319,680,733		2.23	%	0.40	%	2.00	%	(0.09	)%	1.53	%
BlackRock iShares Dynamic Allocation V.I. Class I
2018	$	10.25	$	11.12	2,089,209	$	22,306,050	0.99	%	0.30	%	1.95	%	(6.70	)%	(5.23	)%
2017	10.95		11.75		1,924,941	21,856,855		2.08	%	0.30	%	1.95	%	12.90	%	14.65	%
2016	9.83		10.25		1,626,322	16,252,668		2.28	%	0.40	%	1.95	%	4.44	%	6.07	%
2015	9.41		9.66		1,397,704	13,285,959		2.62	%	0.40	%	1.95	%	(5.64	)%	(4.26	)%
05/09/2014 - 12/31/2014	9.99		10.09		507,566	5,089,457		3.31	%	0.40	%	1.95	%	0.16	%	0.16	%
Fidelity VIP Contrafund Service Class 2
2018	$	10.30	$	17.08	11,658,277	$	181,793,911	0.44	%	0.30	%	2.00	%	(8.50	)%	(6.92	)%
2017	11.22		18.36		10,873,948	184,452,029		0.81	%	0.30	%	2.00	%	19.19	%	21.10	%
2016	13.64		15.16		9,087,111	129,225,919		0.67	%	0.40	%	2.00	%	5.60	%	7.30	%
2015	12.89		14.13		8,297,345	111,244,172		0.95	%	0.40	%	2.00	%	(1.57	)%	0.01	%
2014	13.07		14.13		5,323,193	72,219,421		1.03	%	0.40	%	2.00	%	9.44	%	11.21	%
Fidelity VIP FundsManager 60% Service Class 2
2018	$	10.16	$	14.33	20,000,705	$	258,479,033	1.15	%	0.30	%	2.00	%	(8.37	)%	(6.79	)%
2017	11.02		15.39		17,709,234	249,388,114		1.02	%	0.30	%	2.00	%	14.46	%	16.30	%
2016	11.48		13.23		16,165,663	198,335,661		1.13	%	0.40	%	2.00	%	2.58	%	4.23	%
2015	11.17		12.70		17,156,518	204,808,381		1.17	%	0.40	%	2.00	%	(1.72	)%	(0.13	)%
2014	11.34		12.71		10,728,869	129,639,995		1.34	%	0.40	%	2.00	%	3.18	%	4.84	%

See Notes to Financial Statements See explanation of references on page SA-52

SA-47

SEPARATE ACCOUNT A

FINANCIAL HIGHLIGHTS (Continued)

	At the End of Each Year or Period							Investment
Variable Accounts	AUV (1)				Units	Net		Income		Expense Ratios (3)				Total Returns (4)
For Each Year or Period	Lowest		Highest		Outstanding	Assets		Ratios (2)		Lowest		Highest		Lowest		Highest
Fidelity VIP Government Money Market Service Class
2018	$	9.31	$	10.15	31,093,930	$	298,387,548	1.55	%	0.30	%	2.00	%	(0.47	)%	1.25	%
2017	9.36		10.03		24,835,099	237,510,491		0.56	%	0.30	%	2.00	%	(1.41	)%	0.17	%
2016	9.49		9.91		29,223,322	281,583,163		0.10	%	0.40	%	2.00	%	(1.87	)%	(0.29	)%
2015	9.67		9.94		30,806,492	300,809,271		0.01	%	0.40	%	2.00	%	(1.97	)%	(0.39	)%
04/30/2014 - 12/31/2014	9.87		9.97		24,533,479	242,943,308		0.01	%	0.40	%	2.00	%	(1.33	)%	(0.26	)%
Fidelity VIP Strategic Income Service Class 2
2018	$	9.97	$	11.20	5,371,527	$	57,472,420	3.77	%	0.30	%	2.00	%	(4.76	)%	(3.12	)%
2017	10.81		11.57		4,681,197	52,169,536		3.40	%	0.30	%	2.00	%	5.42	%	7.12	%
2016	10.27		10.80		3,503,843	36,818,740		3.94	%	0.40	%	2.00	%	5.88	%	7.59	%
2015	9.70		10.04		2,837,173	27,942,914		3.14	%	0.40	%	2.00	%	(3.88	)%	(2.33	)%
2014	10.09		10.28		1,705,810	17,339,350		5.82	%	0.40	%	2.00	%	1.33	%	2.96	%
First Trust Dorsey Wright Tactical Core Class I
2018	$	10.08	$	10.94	2,604,023	$	27,160,582	0.40	%	0.30	%	2.00	%	(9.78	)%	(8.36	)%
2017	11.33		11.93		1,308,313	15,024,297		0.61	%	0.30	%	1.85	%	15.34	%	17.02	%
2016	9.82		9.99		789,291	7,805,815		0.91	%	0.40	%	1.85	%	(0.89	)%	(0.25	)%
11/03/2015 - 12/31/2015	9.92		9.93		481,903	4,784,278		0.00	%	1.10	%	1.75	%	(2.13	)%	(2.13	)%
First Trust/Dow Jones Dividend & Income Allocation Class I
2018	$	10.19	$	15.22	38,964,983	$	535,422,561	1.55	%	0.30	%	2.00	%	(6.81	)%	(5.20	)%
2017	10.92		16.07		37,643,369	554,645,989		1.31	%	0.30	%	2.00	%	11.23	%	13.14	%
2016	10.14		14.21		34,772,950	461,050,789		1.17	%	0.30	%	2.00	%	9.53	%	11.29	%
2015	11.09		12.77		16,936,050	203,392,624		2.11	%	0.40	%	2.00	%	(1.89	)%	(0.31	)%
2014	11.28		12.81		14,347,175	175,643,722		0.82	%	0.40	%	2.00	%	7.86	%	9.60	%
First Trust Multi Income Allocation Class I
2018	$	9.59	$	11.00	1,249,607	$	13,161,907	2.50	%	0.30	%	1.85	%	(6.20	)%	(4.72	)%
2017	10.81		11.56		823,556	9,199,902		2.57	%	0.30	%	1.85	%	4.11	%	5.63	%
2016	10.53		10.94		858,691	9,168,353		2.45	%	0.40	%	1.85	%	7.30	%	8.86	%
2015	9.81		10.05		646,130	6,394,002		2.01	%	0.40	%	1.95	%	(5.00	)%	(3.61	)%
05/14/2014 - 12/31/2014	10.32		10.43		458,764	4,753,659		2.79	%	0.40	%	1.95	%	2.90	%	2.90	%
Franklin Founding Funds Allocation VIP Class 2
2018	$	13.63	$	15.76	1,325,154	$	19,722,357	3.06	%	0.75	%	1.50	%	(11.00	)%	(10.33	)%
2017	15.32		17.58		1,302,134	21,631,845		2.67	%	0.75	%	1.50	%	10.32	%	11.14	%
2016	13.89		15.82		1,254,104	18,775,367		3.88	%	0.75	%	1.50	%	11.50	%	12.34	%
2015	12.45		14.08		1,138,173	15,194,921		2.80	%	0.75	%	1.50	%	(7.61	)%	(6.91	)%
2014	13.48		15.12		709,358	10,199,135		2.63	%	0.75	%	1.50	%	1.32	%	2.08	%
Franklin Founding Funds Allocation VIP Class 4
2018	$	10.27	$	14.73	20,456,672	$	254,733,392	2.87	%	0.30	%	2.00	%	(11.38	)%	(9.85	)%
2017	11.42		16.55		24,332,103	340,451,293		2.54	%	0.30	%	2.00	%	9.57	%	11.33	%
2016	11.54		15.05		26,702,663	339,747,629		3.72	%	0.40	%	2.00	%	10.69	%	12.47	%
2015	10.40		13.54		31,595,843	361,612,095		2.77	%	0.40	%	2.00	%	(8.10	)%	(6.61	)%
2014	11.29		14.67		37,391,068	463,595,554		2.74	%	0.40	%	2.00	%	0.72	%	2.34	%
Franklin Income VIP Class 2
2018	$	10.05	$	10.72	3,727,163	$	38,547,708	4.81	%	0.30	%	2.00	%	(6.21	)%	(4.59	)%
2017	10.72		11.23		3,458,251	37,822,646		4.19	%	0.30	%	2.00	%	7.51	%	9.34	%
2016	9.97		10.27		2,092,953	21,111,682		4.67	%	0.30	%	2.00	%	11.94	%	13.57	%
05/06/2015 - 12/31/2015	8.93		9.02		681,094	6,103,987		2.59	%	0.40	%	1.85	%	(9.97	)%	(9.56	)%
Franklin Mutual Global Discovery VIP Class 2
2018	$	9.83	$	16.49	13,449,622	$	186,078,604	2.35	%	0.30	%	2.00	%	(12.99	)%	(11.48	)%
2017	11.12		18.71		14,006,116	220,413,458		1.78	%	0.30	%	2.00	%	6.45	%	8.27	%
2016	10.30		17.36		13,999,486	206,289,451		1.70	%	0.30	%	2.00	%	9.96	%	11.73	%
2015	11.19		15.59		13,955,217	186,588,831		2.93	%	0.40	%	2.00	%	(5.56	)%	(4.03	)%
2014	11.83		16.30		11,417,807	161,672,065		2.31	%	0.40	%	2.00	%	3.62	%	5.29	%
Franklin Rising Dividends VIP Class 2
2018	$	10.67	$	17.24	9,931,707	$	154,894,538	1.26	%	0.30	%	2.00	%	(6.97	)%	(5.36	)%
2017	12.10		18.23		10,043,010	167,633,877		1.51	%	0.30	%	2.00	%	18.18	%	20.20	%
2016	10.09		15.19		10,003,909	140,746,663		1.39	%	0.30	%	2.00	%	13.75	%	15.58	%
2015	11.67		13.14		8,132,358	99,803,464		1.42	%	0.40	%	2.00	%	(5.56	)%	(4.03	)%
2014	12.33		13.69		6,308,088	81,637,319		1.33	%	0.40	%	2.00	%	6.57	%	8.29	%

See Notes to Financial Statements See explanation of references on page SA-52

SA-48

SEPARATE ACCOUNT A

FINANCIAL HIGHLIGHTS (Continued)

	At the End of Each Year or Period							Investment
Variable Accounts	AUV (1)				Units	Net		Income		Expense Ratios (3)				Total Returns (4)
For Each Year or Period	Lowest		Highest		Outstanding	Assets		Ratios (2)		Lowest		Highest		Lowest		Highest
Templeton Global Bond VIP Class 2
2018	$	9.26	$	12.52	9,627,263	$	95,140,630	0.00	%	0.30	%	2.00	%	(0.09	)%	1.63	%
2017	9.25		12.37		9,560,513	93,539,600		0.00	%	0.30	%	2.00	%	(0.09	)%	1.62	%
2016	9.24		12.23		8,882,675	86,217,009		0.00	%	0.30	%	2.00	%	0.91	%	2.53	%
2015	9.14		11.97		8,791,978	83,842,346		7.77	%	0.40	%	2.00	%	(6.20	)%	(4.69	)%
2014	9.72		12.60		6,421,265	64,880,109		4.98	%	0.40	%	2.00	%	(0.18	)%	1.43	%
Ivy VIP Asset Strategy Class II
2018	$	8.91	$	11.25	1,483,636	$	13,696,205	1.83	%	0.30	%	2.00	%	(7.32	)%	(5.72	)%
2017	9.61		11.93		1,570,854	15,529,480		1.54	%	0.30	%	2.00	%	15.94	%	17.80	%
2016	8.29		8.65		1,823,068	15,402,009		0.57	%	0.40	%	2.00	%	(4.49	)%	(2.96	)%
2015	8.68		8.92		1,897,465	16,667,679		0.34	%	0.40	%	2.00	%	(10.03	)%	(8.71	)%
05/09/2014 - 12/31/2014	9.67		9.77		1,047,942	10,170,502		0.04	%	0.40	%	1.95	%	(1.66	)%	(1.66	)%
Ivy VIP Energy Class II
2018	$	5.06	$	5.61	2,874,689	$	14,926,807	0.00	%	0.30	%	2.00	%	(35.45	)%	(34.34	)%
2017	7.84		8.54		2,560,099	20,441,453		0.74	%	0.30	%	2.00	%	(14.37	)%	(12.90	)%
2016	9.16		9.80		2,795,729	25,853,628		0.13	%	0.30	%	2.00	%	31.89	%	34.02	%
05/01/2015 - 12/31/2015	6.94		7.02		650,366	4,532,752		0.01	%	0.40	%	2.00	%	(30.42	)%	(30.30	)%
Janus Henderson Balanced Service Shares
2018	$	11.05	$	15.53	151,998,954	$	2,154,003,803	1.79	%	0.30	%	2.00	%	(1.57	)%	0.13	%
2017	11.17		15.53		123,407,941	1,770,974,243		1.44	%	0.30	%	2.00	%	15.80	%	17.78	%
2016	10.11		13.20		107,014,619	1,322,530,489		2.00	%	0.30	%	2.00	%	2.26	%	3.91	%
2015	11.50		12.70		92,751,839	1,116,940,950		1.50	%	0.40	%	2.00	%	(1.58	)%	0.01	%
2014	11.66		12.70		45,580,660	555,635,249		1.65	%	0.40	%	2.00	%	6.10	%	7.81	%
Janus Henderson Flexible Bond Service Shares
2018	$	9.66	$	10.41	2,570,835	$	25,650,617	2.64	%	0.30	%	2.00	%	(3.25	)%	(1.58	)%
2017	9.98		10.59		2,770,207	28,344,424		2.55	%	0.30	%	2.00	%	1.31	%	2.94	%
2016	9.85		10.28		2,601,100	26,083,540		2.44	%	0.40	%	2.00	%	0.25	%	1.81	%
2015	9.84		10.10		2,111,629	20,986,875		2.27	%	0.40	%	1.95	%	(1.89	)%	(0.46	)%
05/06/2014 - 12/31/2014	10.05		10.15		846,509	8,532,151		5.17	%	0.40	%	1.85	%	0.51	%	0.58	%
JPMorgan Insurance Trust Core Bond Class 1
2018	$	14.31	$	14.74	11,899	$	175,221	2.46	%	1.40	%	1.60	%	(1.55	)%	(1.35	)%
2017	14.54		14.94		25,121	375,134		2.52	%	1.40	%	1.60	%	1.93	%	2.14	%
2016	14.26		14.63		29,216	427,188		2.72	%	1.40	%	1.60	%	0.50	%	0.70	%
2015	14.19		14.52		31,509	457,178		3.63	%	1.40	%	1.60	%	(0.49	)%	(0.29	)%
2014	14.26		14.57		34,315	499,408		3.62	%	1.40	%	1.60	%	3.25	%	3.46	%
JPMorgan Insurance Trust Global Allocation Class 2
2018	$	10.21	$	11.08	993,900	$	10,545,527	0.00	%	0.30	%	2.00	%	(8.18	)%	(6.59	)%
2017	11.12		11.86		754,917	8,639,406		1.62	%	0.30	%	2.00	%	14.54	%	16.38	%
2016	9.71		9.97		426,423	4,191,901		3.38	%	0.40	%	2.00	%	3.75	%	5.41	%
05/04/2015 - 12/31/2015	9.36		9.46		270,644	2,545,334		3.71	%	0.40	%	2.00	%	(5.88	)%	(5.88	)%
JPMorgan Insurance Trust Income Builder Class 2
2018	$	10.06	$	10.76	874,702	$	9,065,181	0.00	%	0.30	%	2.00	%	(6.81	)%	(5.20	)%
2017	10.80		11.35		760,276	8,380,795		3.58	%	0.30	%	2.00	%	9.50	%	11.26	%
2016	9.86		10.13		648,065	6,463,331		4.14	%	0.40	%	2.00	%	4.10	%	5.78	%
05/06/2015 - 12/31/2015	9.47		9.58		291,766	2,772,891		8.63	%	0.40	%	2.00	%	(4.18	)%	(4.18	)%
JPMorgan Insurance Trust Mid Cap Value Class 1
2018	$	24.31	$	25.03	3,373	$	83,917	0.97	%	1.40	%	1.60	%	(13.24	)%	(13.07	)%
2017	28.02		28.79		3,381	96,807		0.79	%	1.40	%	1.60	%	11.96	%	12.19	%
2016	25.02		25.66		3,813	97,391		0.86	%	1.40	%	1.60	%	12.88	%	13.11	%
2015	22.17		22.69		3,876	87,570		0.99	%	1.40	%	1.60	%	(4.20	)%	(4.01	)%
2014	23.14		23.64		3,963	93,285		0.55	%	1.40	%	1.60	%	13.28	%	13.51	%
JPMorgan Insurance Trust U.S. Equity Class 1
2018	$	26.25	$	26.25	588	$	15,447	0.62	%	1.40	%	1.40	%	(7.48	)%	(7.48	)%
2017	28.37		28.37		2,329	66,081		0.88	%	1.40	%	1.40	%	20.63	%	20.63	%
2016	23.52		23.52		2,353	55,336		0.99	%	1.40	%	1.40	%	9.40	%	9.40	%
2015	21.50		21.50		2,433	52,289		1.13	%	1.40	%	1.40	%	(0.54	)%	(0.54	)%
2014	21.61		21.61		2,679	57,893		0.90	%	1.40	%	1.40	%	12.32	%	12.32	%
ClearBridge Variable Aggressive Growth - Class II
2018	$	9.60	$	10.62	678,630	$	6,923,122	0.41	%	0.30	%	2.00	%	(10.34	)%	(8.84	)%
2017	11.08		11.65		583,639	6,588,820		0.30	%	0.30	%	2.00	%	13.70	%	15.52	%
2016	9.74		9.93		375,796	3,692,453		0.70	%	0.40	%	2.00	%	(0.71	)%	0.53	%
11/03/2015 - 12/31/2015	9.85		9.87		64,765	638,633		0.64	%	0.40	%	1.65	%	(3.34	)%	(3.27	)%

See Notes to Financial Statements See explanation of references on page SA-52

SA-49

SEPARATE ACCOUNT A

FINANCIAL HIGHLIGHTS (Continued)

	At the End of Each Year or Period							Investment
Variable Accounts	AUV (1)				Units	Net		Income		Expense Ratios (3)				Total Returns (4)
For Each Year or Period	Lowest		Highest		Outstanding	Assets		Ratios (2)		Lowest		Highest		Lowest		Highest
Lord Abbett Bond Debenture Class VC
2018	$	9.94	$	12.70	7,732,403	$	91,539,827	4.49	%	0.30	%	2.00	%	(5.93	)%	(4.31	)%
2017	11.03		13.29		7,119,649	88,873,085		4.58	%	0.30	%	2.00	%	7.06	%	8.78	%
2016	11.12		12.22		5,866,815	68,036,796		5.03	%	0.40	%	2.00	%	9.92	%	11.69	%
2015	10.10		10.94		5,177,743	54,280,623		4.52	%	0.40	%	2.00	%	(3.48	)%	(1.92	)%
2014	10.44		11.15		3,596,954	38,865,874		6.20	%	0.40	%	2.00	%	2.28	%	3.93	%
Lord Abbett International Equity Class VC
2018	$	8.26	$	12.58	5,019,994	$	57,329,495	1.71	%	0.30	%	2.00	%	(19.97	)%	(18.59	)%
2017	10.32		15.52		4,639,673	65,862,191		1.90	%	0.30	%	2.00	%	23.19	%	25.17	%
2016	8.38		12.44		5,059,147	58,308,401		2.67	%	0.40	%	2.00	%	(3.68	)%	(2.13	)%
2015	8.70		12.76		5,001,721	59,337,178		1.56	%	0.40	%	2.00	%	(3.72	)%	(2.17	)%
2014	9.04		13.09		4,224,106	52,268,554		1.31	%	0.40	%	2.00	%	(10.82	)%	(10.15	)%
Lord Abbett Total Return Class VC
2018	$	9.91	$	12.65	25,481,194	$	287,709,206	3.16	%	0.30	%	2.00	%	(3.00	)%	(1.32	)%
2017	10.14		12.88		25,749,327	296,912,405		2.42	%	0.30	%	2.00	%	1.81	%	3.45	%
2016	10.07		12.49		25,285,912	283,114,112		2.62	%	0.40	%	2.00	%	2.20	%	3.85	%
2015	9.85		12.07		25,005,242	272,387,576		2.79	%	0.40	%	2.00	%	(2.62	)%	(1.05	)%
2014	10.12		12.24		22,125,357	245,477,681		2.34	%	0.40	%	2.00	%	4.50	%	5.29	%
MFS Total Return Series - Service Class
2018	$	9.95	$	15.28	27,386,021	$	372,281,332	1.96	%	0.30	%	2.00	%	(7.75	)%	(6.15	)%
2017	10.73		16.36		29,971,293	440,019,701		2.19	%	0.30	%	2.00	%	9.81	%	11.69	%
2016	10.12		14.84		27,639,529	369,435,455		2.81	%	0.30	%	2.00	%	6.67	%	8.38	%
2015	11.23		13.86		22,077,173	275,386,885		2.42	%	0.40	%	2.00	%	(2.55	)%	(0.98	)%
2014	11.50		14.16		19,182,534	245,389,009		1.75	%	0.40	%	2.00	%	6.09	%	7.80	%
MFS Utilities Series - Service Class
2018	$	11.75	$	14.20	3,586,304	$	45,546,448	0.85	%	0.30	%	2.00	%	(1.20	)%	0.51	%
2017	11.87		14.14		3,260,393	41,643,404		4.17	%	0.30	%	2.00	%	12.23	%	14.04	%
2016	10.56		12.40		3,228,395	36,521,402		4.16	%	0.40	%	2.00	%	9.04	%	10.79	%
2015	9.66		11.19		2,760,090	28,475,673		4.05	%	0.40	%	2.00	%	(16.45	)%	(15.10	)%
2014	11.54		13.18		3,250,292	40,479,521		2.10	%	0.40	%	2.00	%	10.24	%	12.02	%
MFS Value Series - Service Class
2018	$	17.95	$	22.29	3,700,200	$	72,135,293	1.32	%	0.75	%	1.50	%	(11.70	)%	(11.03	)%
2017	20.33		25.05		3,800,832	83,439,888		1.73	%	0.75	%	1.50	%	15.61	%	16.47	%
2016	17.59		21.51		3,957,067	74,782,485		1.87	%	0.75	%	1.50	%	12.09	%	12.93	%
2015	15.69		19.05		4,178,023	70,018,651		2.13	%	0.75	%	1.50	%	(2.41	)%	(1.67	)%
2014	16.08		19.37		3,946,952	67,462,964		1.41	%	0.75	%	1.50	%	8.56	%	9.38	%
MFS Massachusetts Investors Growth Stock - Service Class
2018	$	12.68	$	13.04	5,156,328	$	67,121,008	0.33	%	0.75	%	1.50	%	(0.93	)%	(0.18	)%
2017	12.80		13.06		5,881,500	76,740,305		0.41	%	0.75	%	1.50	%	26.20	%	27.15	%
2016	10.14		10.28		6,711,748	68,909,823		0.38	%	0.75	%	1.50	%	4.27	%	5.05	%
03/27/2015 - 12/31/2015	9.72		9.78		7,107,735	69,496,824		0.61	%	0.75	%	1.50	%	(2.75	)%	(2.19	)%
Neuberger Berman U.S. Equity Index PutWrite Strategy Class S
2018	$	9.15	$	9.90	100,732	$	938,759	0.00	%	0.30	%	1.80	%	(8.45	)%	(7.16	)%
2017	9.99		10.30		64,702	652,725		0.00	%	0.40	%	1.80	%	4.84	%	6.26	%
2016	9.54		9.69		43,063	412,716		0.00	%	0.40	%	1.75	%	(2.36	)%	(1.73	)%
11/18/2015 - 12/31/2015	9.77		9.78		4,525	44,231		0.00	%	1.10	%	1.75	%	(1.47	)%	(1.47	)%
Oppenheimer Global Fund/VA Service Shares
2018	$	10.50	$	11.85	1,385,063	$	15,319,920	0.85	%	0.30	%	2.00	%	(15.12	)%	(13.65	)%
2017	12.28		13.72		1,407,294	18,166,007		0.71	%	0.30	%	2.00	%	33.63	%	35.78	%
2016	9.52		9.70		193,754	1,856,673		0.75	%	0.40	%	2.00	%	(1.88	)%	(1.30	)%
11/13/2015 - 12/31/2015	9.73		9.74		10,774	104,875		0.00	%	1.15	%	1.75	%	(0.57	)%	(0.53	)%
Oppenheimer International Growth Fund/VA Service Shares
2018	$	9.17	$	10.40	1,233,981	$	11,685,079	0.62	%	0.30	%	2.00	%	(21.15	)%	(19.79	)%
2017	11.63		12.96		901,922	10,707,364		1.14	%	0.30	%	2.00	%	23.95	%	25.94	%
2016	9.38		9.56		359,358	3,397,657		0.81	%	0.40	%	2.00	%	(4.40	)%	(3.10	)%
10/30/2015 - 12/31/2015	9.84		9.86		30,407	299,519		0.00	%	0.40	%	1.75	%	(1.49	)%	(1.49	)%
PIMCO All Asset All Authority - Advisor Class
2018	$	8.89	$	9.52	320,055	$	2,918,666	3.06	%	0.40	%	1.95	%	(8.42	)%	(7.07	)%
2017	9.68		10.24		428,374	4,242,265		4.76	%	0.40	%	2.00	%	8.84	%	10.53	%
2016	8.88		9.26		542,324	4,902,835		2.95	%	0.40	%	2.00	%	11.31	%	13.10	%
2015	7.98		8.19		372,038	3,000,639		2.95	%	0.40	%	2.00	%	(14.14	)%	(12.75	)%
05/09/2014 - 12/31/2014	9.29		9.39		272,931	2,546,554		10.96	%	0.40	%	2.00	%	(7.26	)%	(7.26	)%

See Notes to Financial Statements See explanation of references on page SA-52

SA-50

SEPARATE ACCOUNT A

FINANCIAL HIGHLIGHTS (Continued)

	At the End of Each Year or Period							Investment
Variable Accounts	AUV (1)				Units	Net		Income		Expense Ratios (3)				Total Returns (4)
For Each Year or Period	Lowest		Highest		Outstanding	Assets		Ratios (2)		Lowest		Highest		Lowest		Highest
PIMCO CommodityRealReturn Strategy - Advisor Class
2018	$	4.59	$	8.77	1,366,854	$	6,776,551	1.99	%	0.30	%	2.00	%	(15.91	)%	(14.46	)%
2017	5.46		10.25		1,223,238	7,120,775		10.87	%	0.30	%	2.00	%	0.03	%	1.74	%
2016	5.46		10.07		1,335,186	7,664,516		1.04	%	0.30	%	2.00	%	12.77	%	14.41	%
2015	4.87		5.25		910,614	4,605,365		4.61	%	0.40	%	1.95	%	(27.03	)%	(25.96	)%
2014	6.67		7.15		863,444	5,943,758		0.27	%	0.40	%	1.95	%	(20.11	)%	(18.94	)%
Jennison Class II
2018	$	26.36	$	27.29	2,270	$	61,280	0.00	%	1.40	%	1.75	%	(2.76	)%	(2.56	)%
2017	26.45		28.01		6,326	170,351		0.00	%	1.40	%	1.75	%	33.78	%	34.25	%
2016	19.77		20.86		17,740	354,124		0.00	%	1.40	%	1.75	%	(3.00	)%	(2.66	)%
2015	20.38		21.43		19,719	406,002		0.00	%	1.40	%	1.75	%	9.10	%	9.49	%
2014	18.68		19.58		20,021	377,567		0.00	%	1.40	%	1.75	%	7.68	%	8.06	%
SP International Growth Class II
2018	$	15.79	$	16.82	2,732	$	44,330	0.00	%	1.40	%	1.75	%	(14.72	)%	(14.42	)%
2017	18.52		19.65		3,029	57,516		0.00	%	1.40	%	1.75	%	33.08	%	33.54	%
2016	13.92		14.72		14,385	202,331		0.00	%	1.40	%	1.75	%	(5.82	)%	(5.49	)%
2015	14.78		15.57		16,566	247,639		0.00	%	1.40	%	1.75	%	1.30	%	1.65	%
2014	14.59		15.32		18,351	270,374		0.00	%	1.40	%	1.75	%	(7.75	)%	(7.43	)%
SP Prudential U.S. Emerging Growth Class II
2018	$	27.69	$	29.42	3,261	$	91,288	0.00	%	1.40	%	1.75	%	(9.78	)%	(9.46	)%
2017	30.69		32.49		3,595	111,362		0.00	%	1.40	%	1.75	%	19.83	%	20.25	%
2016	25.61		27.02		14,581	375,455		0.00	%	1.40	%	1.75	%	2.02	%	2.37	%
2015	25.11		26.40		14,641	369,492		0.00	%	1.40	%	1.75	%	(4.42	)%	(4.09	)%
2014	26.27		27.52		14,317	378,018		0.00	%	1.40	%	1.75	%	7.26	%	7.63	%
Value Class II
2018	$	19.16	$	20.35	5,417	$	107,427	0.00	%	1.40	%	1.75	%	(11.80	)%	(11.49	)%
2017	21.72		23.00		5,785	129,739		0.00	%	1.40	%	1.75	%	14.49	%	14.89	%
2016	18.97		20.02		7,086	139,067		0.00	%	1.40	%	1.75	%	9.04	%	9.42	%
2015	17.40		18.29		9,315	166,883		0.00	%	1.40	%	1.75	%	(10.13	)%	(9.82	)%
2014	19.36		20.28		11,486	227,422		0.00	%	1.40	%	1.75	%	7.76	%	8.14	%
Schwab Government Money Market
05/07/2018 - 09/06/2018	$	9.86	$	9.86	—	$	—	1.56	%	0.60	%	0.60	%	0.32	%	0.32	%
2017
2016
04/08/2015 - 12/01/2015	9.90		9.90		—	—		0.01	%	0.60	%	0.60	%	(0.38	)%	(0.38	)%
03/18/2014 - 11/06/2014	9.96		9.96		—	—		0.01	%	0.60	%	0.60	%	(0.38	)%	(0.38	)%
Schwab VIT Balanced
2018	$	10.51	$	11.95	4,934,852	$	58,844,444	1.33	%	0.60	%	1.00	%	(5.59	)%	(5.21	)%
2017	11.13		12.61		4,673,447	58,777,056		1.19	%	0.60	%	1.00	%	8.91	%	9.35	%
2016	10.22		11.53		4,573,038	52,603,578		1.06	%	0.60	%	1.00	%	3.74	%	4.15	%
2015	9.85		11.07		4,158,299	45,981,448		1.02	%	0.60	%	1.00	%	(2.59	)%	(2.59	)%
2014	11.36		11.36		3,592,206	40,815,210		0.58	%	0.60	%	0.60	%	3.53	%	3.53	%
Schwab VIT Balanced with Growth
2018	$	10.79	$	12.83	10,008,190	$	126,869,239	1.54	%	0.60	%	1.00	%	(7.64	)%	(7.26	)%
2017	11.68		13.83		10,035,039	137,192,784		1.38	%	0.60	%	1.00	%	12.57	%	13.02	%
2016	10.38		12.24		10,156,593	122,988,482		1.29	%	0.60	%	1.00	%	5.32	%	5.74	%
2015	9.85		11.58		9,449,983	108,559,408		1.24	%	0.60	%	1.00	%	(3.06	)%	(3.06	)%
2014	11.94		11.94		7,816,994	93,344,353		0.76	%	0.60	%	0.60	%	3.53	%	3.53	%
Schwab VIT Growth
2018	$	11.08	$	13.87	9,611,058	$	132,422,989	1.49	%	0.60	%	1.00	%	(9.27	)%	(8.91	)%
2017	12.21		15.22		9,505,102	143,880,388		1.34	%	0.60	%	1.00	%	15.98	%	16.44	%
2016	10.53		13.07		9,713,795	126,342,860		1.36	%	0.60	%	1.00	%	6.60	%	7.02	%
2015	9.88		12.22		9,591,644	116,693,982		1.30	%	0.60	%	1.00	%	(3.43	)%	(3.43	)%
2014	12.65		12.65		8,114,949	102,661,192		0.80	%	0.60	%	0.60	%	3.35	%	3.35	%
State Street Total Return V.I.S. Class 3
2018	$	10.05	$	19.66	26,335,073	$	404,148,979	1.86	%	0.30	%	2.00	%	(8.47	)%	(6.89	)%
2017	10.93		21.13		28,254,998	478,275,225		1.73	%	0.30	%	2.00	%	12.99	%	14.92	%
2016	10.16		18.41		30,770,276	465,604,170		1.58	%	0.30	%	2.00	%	3.99	%	5.66	%
2015	10.67		17.42		33,170,514	487,260,624		1.52	%	0.40	%	2.00	%	(3.30	)%	(1.74	)%
2014	11.01		17.73		33,433,586	514,307,423		1.52	%	0.40	%	2.00	%	2.99	%	4.65	%

See Notes to Financial Statements See explanation of references on page SA-52

SA-51

SEPARATE ACCOUNT A

FINANCIAL HIGHLIGHTS (Continued)

	At the End of Each Year							Investment
Variable Accounts	AUV (1)				Units	Net		Income		Expense Ratios (3)				Total Returns (4)
For Each Year	Lowest		Highest		Outstanding	Assets		Ratios (2)		Lowest		Highest		Lowest		Highest
VanEck VIP Global Hard Assets Class S
2018	$	5.15	$	6.78	2,121,470	$	11,751,306	0.00	%	0.30	%	2.00	%	(29.85	)%	(28.64	)%
2017	7.34		9.50		2,200,630	17,210,080		0.00	%	0.30	%	2.00	%	(3.91	)%	(2.36	)%
2016	7.63		8.40		2,635,249	21,129,905		0.28	%	0.40	%	2.00	%	40.58	%	42.84	%
2015	5.43		5.93		1,604,342	9,153,344		0.03	%	0.40	%	2.00	%	(34.94	)%	(33.89	)%
2014	8.27		9.04		908,958	7,848,908		0.00	%	0.40	%	2.00	%	(20.95	)%	(19.67	)%

(1)The AUV is presented as a range from lowest to highest based on the ending AUV for all product groupings as of December 31 of each year or period ended. The lowest and highest AUV may be the same for a variable account if there is only one product which had investments at the end of the year or period.

(2)The investment income ratios represent the dividends, excluding distributions of capital gains, received by the variable accounts from the underlying portfolios/funds, divided by the average daily net assets (See Note 3 in Notes to Financial Statements for information on dividends and distributions). These ratios exclude those expenses, such as mortality and expense risk (“M&E”) fees, administrative fees, and additional death benefit rider charges, if any, that are assessed against contract owner accounts, either through reductions in the unit values or the redemption of units. The recognition of investment income by the variable accounts is affected by the timing of the declaration of dividends by the underlying portfolios/funds in which the variable accounts invest. The investment income ratios for periods of less than one full year are annualized.

(3)The expense ratios represent annualized contract fees and expenses of the Separate Account divided by the average daily net assets for each period indicated. These ratios include only those expenses that result in a direct reduction of unit values. Excluded are expenses of the underlying portfolios/funds in which the variable accounts invest and charges made directly to contract owner accounts through the redemption of units (See Note 4 in Notes to Financial Statements). The expense ratios are presented as a range of lowest to highest based on the product groupings. The expense ratios for periods of less than one full year are annualized.

(4)Total returns reflect changes in unit values of the underlying portfolios/funds and deductions for M&E fees, administrative fees, and additional death benefit rider charges, if any, assessed through the daily AUV calculation. These fees and charges are assessed at annual rates ranging from 0.30% to 2.00% based on the average daily net assets of each variable account as discussed in Note 4 in Notes to Financial Statements. Total returns do not include deductions at the separate account or contract level for any premium loads, maintenance fees, premium tax charges, withdrawal and surrender charges, charges for other optional benefit riders, or other charges that may be incurred under a contract which, if incurred, would have resulted in lower returns. Total returns are presented as a range from lowest to highest values based on the product grouping representing the minimum to maximum expense ratio amounts. Total returns for those contracts which commenced operations subsequent to the beginning of the year or period indicated for each variable account may not be within the ranges presented, and these contracts are excluded when calculating the total returns from lowest to highest as presented in the table. Total returns are calculated for each period indicated and are not annualized for periods of less than one full year.

(5)Subsequent to commencement of operations, the American Funds IS Blue Chip Income and Growth Class 4, American Funds IS Bond Class 4, American Funds IS Global Balanced Class 4, and American Funds IS High-Income Bond Class 4 Variable Accounts received their annual distributions. The annualized investment income ratios were 11.92%, 12.14%, 10.77%, and 41.92%, respectively. Prior to annualization, the ratios were 1.60%, 1.27%, 1.10%, and 5.38%, respectively.

See Notes to Financial Statements

SA-52

SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS

1.ORGANIZATION

The Separate Account A (the “Separate Account”) of Pacific Life Insurance Company (“Pacific Life”) is registered as a unit investment trust under the Investment Company Act of 1940, as amended. The Separate Account consists of subaccounts (each, a “Variable Account” and collectively, the “Variable Accounts”) which invest in shares of corresponding portfolios or funds (each, a “Portfolio” and collectively, the “Portfolios”) of registered investment management companies (each, a “Fund” and collectively, the “Funds”). As of December 31, 2018, the Fund investment options are Pacific Select Fund (See Note 4), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), American Century Variable Portfolios, Inc., American Funds Insurance Series®, BlackRock Variable Series Funds, Inc., Fidelity Variable Insurance Products Funds, First Trust Variable Insurance Trust, Franklin Templeton Variable Insurance Products Trust, Ivy Variable Insurance Portfolios, Janus Aspen Series, JPMorgan Insurance Trust, Legg Mason Partners Variable Equity Trust, Lord Abbett Series Fund, Inc., MFS Variable Insurance Trust, Neuberger Berman Advisers Management Trust, Oppenheimer Variable Account Funds, PIMCO Variable Insurance Trust, Prudential Series Fund, Schwab Annuity Portfolios, State Street Variable Insurance Series Funds, Inc., and Van Eck VIP Trust. The Variable Accounts which have not commenced operations as of December 31, 2018 are not presented in this annual report.

Each of the Portfolios pursues different investment objectives and policies. The financial statements of the Funds, including the schedules of investments, are provided separately and should be read in conjunction with the Separate Account’s financial statements.

On March 29, 2018, the BlackRock iShares Dynamic Fixed Income V.I. Class I and BlackRock iShares Equity Appreciation V.I. Class I Variable Accounts were liquidated. On August 31, 2018, the BlackRock iShares Alternative Strategies V.I. Class I Variable Account was liquidated. Any units that remained in each of these three BlackRock Variable Accounts (the “Liquidated BlackRock Variable Accounts”) after the close of business on the liquidation dates were transferred to the Fidelity VIP Government Money Market Service Class Variable Account. Such transfers were based on the applicable Variable Accounts’ accumulation unit values and the relative net asset values of the respective Portfolios as of the close of the business of the liquidation dates. Because the Liquidated BlackRock Variable Accounts were liquidated prior to December 31, 2018, no other information for the Liquidated BlackRock Variable Accounts are included in this annual report.

On June 28, 2018, the net assets of the Pacific Select Fund’s Long/Short Large-Cap Portfolio Class I, the underlying Portfolio for the Long/Short Large-Cap Variable Account, were transferred to the Pacific Select Fund Main Street Core Portfolio Class I, the underlying Portfolio for the Main Street Core Variable Account through a reorganization (the “Reorganization”). In connection with the Reorganization, any units that remained in the Long/Short Large-Cap Variable Account after the close of business on June 28, 2018 were transferred to the Main Street Core Variable Account. Such transfers were based on the applicable Variable Account accumulation unit values and the relative net asset values of the respective Portfolios, as of the close of business on June 28, 2018. The Long/Short Large-Cap Variable Account is not included in this annual report.

Under applicable insurance law, the assets and liabilities of the Separate Account are clearly identified and distinguished from the other assets and liabilities of Pacific Life. The assets of the Separate Account will not be charged with any liabilities arising out of any other business conducted by Pacific Life, but the obligations of the Separate Account, including benefits related to variable annuity contracts, are obligations of Pacific Life.

The Separate Account funds individual flexible premium deferred variable annuity contracts (the “Contracts”). The investments of the Separate Account are carried at fair value.

2.SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policies followed by the Separate Account in the preparation of its financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Separate Account qualifies as an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to Investment Companies Topic of U.S. GAAP.

A. Valuation of Investments

Investments in shares of the Portfolios are valued at the reported net asset values of the respective Portfolios. Valuation of securities held by the Funds is discussed in the notes to their financial statements.

B. Security Transactions and Income

Transactions are recorded on the trade date. Realized gains and losses on sales of investments are determined on the basis of identified cost. Dividends and capital gains distributions, if any, from mutual fund investments are recorded on the ex-dividend date.

C. Federal Income Taxes

The operations of the Separate Account are included within the total operations of Pacific Life, which files income tax returns as part of the Pacific Mutual Holding Company consolidated federal income tax return. Under the current tax law, no federal income taxes are expected to be paid with respect to the operations of the Separate Account and no changes were made as a result of the enactment of the Tax Cuts and Jobs Act. Pacific Life will periodically review the status of this policy in the event of changes in the tax law.

SA-53

SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (Continued)

D. Contracts in Payout Period

Net assets allocated to Contracts in payout period are computed, on a current basis, according to the Annuity 2000 Mortality Table or 2012 IAR Mortality Table depending on the year of annuitization. The assumed investment return is 4.0 or 5.0 percent depending on the product. The mortality risk is fully borne by Pacific Life and may result in additional amounts being transferred into the Variable Accounts by Pacific Life to cover greater longevity of annuitants than expected. Conversely, if amounts allocated exceed the amounts required, transfers may be made to Pacific Life. These transfers, if any, are shown as adjustments to net assets allocated to contracts in payout (annuitization) period in the accompanying Statements of Changes in Net Assets.

3.DIVIDENDS AND DISTRIBUTIONS FROM MUTUAL FUND INVESTMENTS

All dividend and capital gain distributions, if any, received from the Portfolios are reinvested in additional full and fractional shares of the related Portfolios and are recorded by the Variable Accounts on the ex-dividend date.

Each of the Portfolios in the Pacific Select Fund is treated as a partnership for federal income tax purposes only (the “Partnership Portfolios”). The Partnership Portfolios are not required to distribute taxable income and capital gains for federal income tax purposes. Therefore, no dividend or capital gain distributions were received from any Portfolios in the Pacific Select Fund nor were they recorded by the applicable Variable Accounts in the Statements of Operations for the year ended December 31, 2018.

4.CHARGES AND EXPENSES AND RELATED PARTY TRANSACTIONS

Pacific Life deducts from the Separate Account daily charges for mortality and expense risks (“M&E”) and administrative fees Pacific Life assumes, and additional death benefit rider charges, if applicable. Contracts funded by the Separate Account currently being sold or administered, along with their respective annual expense ratios, are summarized in the following table. The mortality risk assumed by Pacific Life is the risk that the annuitant will live longer than predicted and will receive more annuity payments than anticipated. Pacific Life also assumes mortality risk in connection with any death benefit paid under the Contracts. The expense risk assumed is that expenses incurred in administering the Contracts and the Separate Account will exceed the amounts realized from fees and charges assessed against the Contracts. These charges are assessed daily at the following annual rates based on the average daily net assets of each Variable Account and result in a direct reduction in unit values. M&E fees and administrative fees are included in the Statements of Operations.

	Death Benefit Options
Pacific Choice Contracts (Without Stepped-Up	Standard Death Benefit		Standard Death Benefit		Standard Death Benefit
Death Benefit II Rider Charge)	With 5 Year Option		With 3 Year Option		With 0 Year Option
M&E Charge	0.95	%	1.25	%	1.35	%
Administrative Fee	0.25	%	0.25	%	0.25	%
Total Annual Expenses	1.20	%	1.50	%	1.60	%
Pacific Choice Contracts (With Stepped-Up
Death Benefit II Rider Charge)
M&E Charge	0.95	%	1.25	%	1.35	%
Administrative Fee	0.25	%	0.25	%	0.25	%
Death Benefit Rider Charge	0.20	%	0.20	%	0.20	%
Total Annual Expenses	1.40	%	1.70	%	1.80	%
			With Stepped-Up Death
Pacific Destinations and			Benefit Rider or Stepped-Up
Pacific Destination O - Series Contracts	Standard Death Benefit		Death Benefit II Rider
M&E Charge	0.60	%	0.60	%
Administrative Fee	0.15	%	0.15	%
Death Benefit Rider Charge	None		0.20	%
Total Annual Expenses	0.75	%	0.95	%
	Without Stepped-Up Death						With Stepped-Up Death
	Benefit Rider and Four Year		With Stepped-Up Death		With Four Year Withdrawal		Benefit Rider and Four Year
Pacific Journey Select Contracts	Withdrawal Charge Option		Benefit Rider Only		Charge Option Only		Withdrawal Charge Option
M&E Charge	0.95	%	0.95	%	0.95	%	0.95	%
Administrative Fee	0.15	%	0.15	%	0.15	%	0.15	%
Death Benefit Rider Charge	None		0.20	%	None		0.20	%
Four Year Withdrawal Charge	None		None		0.35	%	0.35	%
Total Annual Expenses	1.10	%	1.30	%	1.45	%	1.65	%

SA-54

SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (Continued)

	Death Benefit Options
	Without Stepped-Up Death						With Stepped-Up Death
	Benefit Rider II and Four Year		With Stepped-Up Death		With Four Year Withdrawal		Benefit Rider II and Four Year
Pacific Navigator Contracts	Withdrawal Charge Option		Benefit Rider II Only		Charge Option Only		Withdrawal Charge Option
M&E Charge	1.05	%	1.05	%	1.05	%	1.05	%
Administrative Fee	0.25	%	0.25	%	0.25	%	0.25	%
Death Benefit Rider Charge	None		0.20	%	None		0.20	%
Four Year Withdrawal Charge	None		None		0.45	%	0.45	%
Total Annual Expenses	1.30	%	1.50	%	1.75	%	1.95	%

			With Stepped-Up		With Premier
Pacific Destinations B Contracts	Standard Death Benefit		Death Benefit Rider		Death Benefit Rider
M&E Charge	1.15	%	1.15	%
Administrative Fee	0.15	%	0.15	%
Death Benefit Rider Charge	None		0.20	%
Total Annual Expenses	1.30	%	1.50	%

Pacific Journey Contracts
M&E Charge	0.90	%	0.90	%
Administrative Fee	0.15	%	0.15	%
Death Benefit Rider Charge	None		0.20	%
Total Annual Expenses	1.05	%	1.25	%

Pacific Odyssey Contracts
(issued on or after 12/1/2016)
M&E Charge	0.15	%	0.15	%
Administrative Fee	0.15	%	0.15	%
Death Benefit Rider Charge	None		0.20	%
Total Annual Expenses	0.30	%	0.50	%

Pacific Odyssey Contracts
(issued prior to 12/1/2016)
M&E Charge	0.15	%	0.15	%	0.15	%
Administrative Fee	0.25	%	0.25	%	0.25	%
Death Benefit Rider Charge	None		0.20	%	0.35	%
Total Annual Expenses	0.40	%	0.60	%	0.75	%

Pacific One and Pacific
Portfolios Contracts
M&E Charge	1.25	%	1.25	%
Administrative Fee	0.15	%	0.15	%
Death Benefit Rider Charge	None		0.20	%
Total Annual Expenses	1.40	%	1.60	%

Pacific One Select (issued on or after 8/1/2006)
and Pacific Value Edge Contracts
M&E Charge	1.50	%	1.50	%
Administrative Fee	0.25	%	0.25	%
Death Benefit Rider Charge	None		0.20	%
Total Annual Expenses	1.75	%	1.95	%

Pacific One Select (issued prior to 8/1/2006)
and Pacific Innovations Select Contracts
M&E Charge	1.40	%	1.40	%	1.40	%
Administrative Fee	0.25	%	0.25	%	0.25	%
Death Benefit Rider Charge	None		0.20	%	0.35	%
Total Annual Expenses	1.65	%	1.85	%	2.00	%

SA-55

SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (Continued)

	Death Benefit Options
			With Stepped-Up		With Premier
Pacific Value and Pacific Innovations Contracts	Standard Death Benefit		Death Benefit Rider		Death Benefit Rider
M&E Charge	1.25	%	1.25	%	1.25	%
Administrative Fee	0.15	%	0.15	%	0.15	%
Death Benefit Rider Charge	None		0.20	%	0.35	%
Total Annual Expenses	1.40	%	1.60	%	1.75	%

Pacific Value Select Contracts
M&E Charge	1.45	%	1.45	%
Administrative Fee	0.15	%	0.15	%
Death Benefit Rider Charge	None		0.20	%
Total Annual Expenses	1.60	%	1.80	%

Pacific Voyages Contracts
M&E Charge	1.00	%	1.00	%
Administrative Fee	0.15	%	0.15	%
Death Benefit Rider Charge	None		0.20	%
Total Annual Expenses	1.15	%	1.35	%

Schwab Retirement			With Return of Purchase		With Stepped-Up
Income Variable Annuity Contracts	Standard Death Benefit		Payments Death Benefit Rider		Death Benefit Rider
M&E Charge	0.35	%	0.35	%	0.35	%
Administrative Fee	0.25	%	0.25	%	0.25	%
Death Benefit Rider Charge	None		0.20	%	0.40	%
Total Annual Expenses	0.60	%	0.80	%	1.00	%

Under the Contracts, Pacific Life makes certain deductions from the net assets of each Variable Account through a redemption of units for maintenance fees, any other optional riders, any state premium taxes, and any withdrawal and surrender charges, and are shown as a decrease in net assets from contract owner transactions in the accompanying Statements of Changes in Net Assets. For some Contracts, a surrender charge is imposed if the Contract is partially or fully surrendered within the specified surrender charge period and charges will vary depending on the individual Contract. Most Contracts offer optional benefits that can be added to the Contract by rider. The charges for riders can range depending on the individual Contract. These fees and charges are assessed directly to each Contract owner account through redemption of units. Withdrawal and surrender charges are included in contract benefits and terminations; and maintenance fees, any other optional benefit riders and state premium taxes are included in contract charges and deductions in the accompanying Statements of Changes in Net Assets. The operating expenses of the Separate Account are paid by Pacific Life and are not reflected in the accompanying financial statements.

In addition to charges and expenses described above, the Variable Accounts also indirectly bear a portion of the operating expenses of the applicable Portfolios in which they invest.

The assets of certain Variable Accounts invest in Class I or Class D shares of the corresponding Portfolios of the Pacific Select Fund (“PSF”). Each Portfolio of PSF pays an advisory fee to Pacific Life Fund Advisors LLC (“PLFA”), a wholly-owned subsidiary of Pacific Life, pursuant to PSF’s Investment Advisory Agreement and pays a class-specific non-12b-1 service fee for class I shares and a class-specific 12b-1 distribution and service fee for class D shares to Pacific Select Distributors, LLC (“PSD”), also a wholly-owned subsidiary of Pacific Life, for providing shareholder servicing activities under PSF’s non-12b-1 Service Plan and 12b-1 Distribution and Service Plan. Each Portfolio of PSF also compensates Pacific Life and PLFA on an approximate cost basis pursuant to PSF’s Agreement for Support Services for providing services to PSF that are outside the scope of the Investment Adviser’s responsibilities under the Investment Advisory Agreement. The advisory fee and distribution and/or service fee rates are disclosed in the Notes to Financial Statements of PSF, which are provided separately. For the year ended December 31, 2018, PLFA received net advisory fees from the corresponding Portfolios of PSF at effective annual rates ranging from 0.05% to 1.00%, and PSD received a non-12b-1 service fee of 0.20% on Class I shares only and a 12b-1 service fee of 0.20% and a distribution fee of 0.05% on Class D shares only, all of which are based on the average daily net assets of each Portfolio.

5.RELATED PARTY AGREEMENT

PSD serves as principal underwriter of the Contracts funded by interests in the Separate Account, without remuneration from the Separate Account.

SA-56

SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (Continued)

6.FAIR VALUE MEASUREMENTS

The Variable Accounts characterize their holdings in the Portfolios as Level 1, Level 2, or Level 3 based upon the various inputs or methodologies used to value the holdings. The three-tier hierarchy of inputs is summarized in the three broad levels listed below:

Level 1 — Quoted prices (unadjusted) in active markets for identical holdings

Level 2 — Significant observable market-based inputs, other than Level 1 quoted prices, or unobservable inputs that are corroborated by market data

Level 3 — Significant unobservable inputs that are not corroborated by observable market data

The inputs or methodologies used for valuing the Variable Accounts’ holdings are not necessarily an indication of risks associated with investing in those holdings. As of December 31, 2018, the Variable Accounts’ holdings as presented in the Investments section of this report were all categorized as Level 1 under the three-tier hierarchy of inputs.

7.CHANGES IN UNITS OUTSTANDING

The changes in units outstanding for the year or period ended December 31, 2018 and 2017 were as follows:

	2018					2017
	Units	Units		Net Increase		Units	Units		Net Increase
Variable Accounts	Issued	Redeemed		(Decrease)		Issued	Redeemed		(Decrease)
Core Income	517,053	(277,998	)	239,055		536,558	(164,626	)	371,932
Diversified Bond	3,262,059	(2,838,968	)	423,091		3,178,887	(2,418,210	)	760,677
Floating Rate Income	3,870,225	(2,006,802	)	1,863,423		2,037,993	(1,827,363	)	210,630
Floating Rate Loan	5,629,377	(4,269,027	)	1,360,350		4,320,065	(4,264,399	)	55,666
High Yield Bond	2,667,834	(3,581,110	)	(913,276	)	3,472,397	(4,227,338	)	(754,941	)
Inflation Managed	1,693,324	(2,711,687	)	(1,018,363	)	1,990,396	(2,677,329	)	(686,933	)
Inflation Strategy	394,833	(374,582	)	20,251		352,846	(304,612	)	48,234
Managed Bond	4,065,461	(5,166,797	)	(1,101,336	)	4,286,317	(4,994,296	)	(707,979	)
Short Duration Bond	7,000,806	(7,762,664	)	(761,858	)	7,116,030	(5,886,076	)	1,229,954
Emerging Markets Debt	828,212	(1,044,234	)	(216,022	)	1,543,734	(937,822	)	605,912
Comstock	1,250,522	(1,677,658	)	(427,136	)	1,388,249	(2,264,581	)	(876,332	)
Developing Growth	1,998,105	(2,064,988	)	(66,883	)	624,478	(1,267,469	)	(642,991	)
Dividend Growth	2,217,897	(2,838,759	)	(620,862	)	2,050,369	(2,456,152	)	(405,783	)
Equity Index	10,844,220	(6,980,160	)	3,864,060		11,206,056	(4,804,880	)	6,401,176
Focused Growth	1,522,559	(1,458,774	)	63,785		1,387,591	(1,244,604	)	142,987
Growth	1,833,336	(1,523,246	)	310,090		1,586,810	(1,283,254	)	303,556
Large-Cap Growth	3,341,220	(2,897,054	)	444,166		2,596,620	(2,331,011	)	265,609
Large-Cap Value	1,186,681	(1,758,068	)	(571,387	)	1,392,757	(2,019,776	)	(627,019	)
Main Street Core	2,027,530	(2,091,838	)	(64,308	)	1,010,664	(2,103,263	)	(1,092,599	)
Mid-Cap Equity	1,492,315	(1,435,349	)	56,966		1,675,349	(1,560,626	)	114,723
Mid-Cap Growth	2,261,377	(2,578,195	)	(316,818	)	1,625,123	(2,043,652	)	(418,529	)
Mid-Cap Value	939,195	(995,971	)	(56,776	)	1,091,071	(925,063	)	166,008
Small-Cap Equity	697,097	(558,271	)	138,826		820,759	(950,227	)	(129,468	)
Small-Cap Index	2,758,051	(2,032,080	)	725,971		2,890,211	(1,938,885	)	951,326
Small-Cap Value	852,641	(988,317	)	(135,676	)	1,282,700	(1,400,066	)	(117,366	)
Value Advantage	730,953	(540,705	)	190,248		813,207	(651,912	)	161,295
Emerging Markets	2,773,068	(2,499,379	)	273,689		2,951,580	(2,134,451	)	817,129
International Large-Cap	2,239,029	(2,701,474	)	(462,445	)	2,074,178	(3,883,530	)	(1,809,352	)
International Small-Cap	819,373	(820,143	)	(770	)	749,142	(915,708	)	(166,566	)
International Value	1,458,711	(1,698,282	)	(239,571	)	1,181,050	(2,197,738	)	(1,016,688	)
Health Sciences	1,781,284	(1,837,532	)	(56,248	)	1,803,965	(1,894,522	)	(90,557	)
Real Estate	819,969	(1,634,627	)	(814,658	)	1,044,912	(1,268,311	)	(223,399	)
Technology	3,176,788	(2,807,781	)	369,007		2,793,432	(2,060,394	)	733,038
Currency Strategies	100,741	(112,558	)	(11,817	)	79,000	(129,573	)	(50,573	)
Diversified Alternatives	180,329	(142,058	)	38,271		150,680	(53,704	)	96,976
Equity Long/Short	567,317	(404,459	)	162,858		532,691	(347,451	)	185,240
Global Absolute Return	194,234	(253,006	)	(58,772	)	290,344	(175,148	)	115,196
Pacific Dynamix - Conservative Growth	6,067,704	(6,278,898	)	(211,194	)	5,460,408	(5,708,816	)	(248,408	)
Pacific Dynamix - Moderate Growth	23,239,431	(21,025,573	)	2,213,858		27,006,346	(16,043,249	)	10,963,097
Pacific Dynamix - Growth	7,285,860	(6,685,068	)	600,792		9,058,711	(6,590,728	)	2,467,983

SA-57

SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (Continued)

	2018					2017
	Units	Units		Net Increase		Units	Units		Net Increase
Variable Accounts	Issued	Redeemed		(Decrease)		Issued	Redeemed		(Decrease)
Portfolio Optimization Conservative	20,730,446	(38,934,198	)	(18,203,752	)	14,293,374	(39,151,107	)	(24,857,733	)
Portfolio Optimization Moderate-Conservative	8,841,424	(38,219,095	)	(29,377,671	)	11,103,845	(38,893,504	)	(27,789,659	)
Portfolio Optimization Moderate	25,919,427	(127,996,493	)	(102,077,066	)	28,174,547	(131,499,431	)	(103,324,884	)
Portfolio Optimization Growth	13,374,214	(95,684,716	)	(82,310,502	)	16,887,960	(102,619,935	)	(85,731,975	)
Portfolio Optimization Aggressive-Growth	5,419,249	(20,320,805	)	(14,901,556	)	4,545,834	(22,076,892	)	(17,531,058	)
PSF DFA Balanced Allocation	7,541,142	(1,699,537	)	5,841,605		5,798,064	(701,283	)	5,096,781
Invesco V.I. Balanced-Risk Allocation Series II	3,010,449	(5,643,763	)	(2,633,314	)	4,589,542	(6,654,228	)	(2,064,686	)
Invesco V.I. Equity and Income Series II	1,027,941	(622,546	)	405,395		1,627,906	(1,341,550	)	286,356
Invesco V.I. Global Real Estate Series II	319,621	(242,737	)	76,884		288,467	(118,968	)	169,499
American Century VP Mid Cap Value Class II	1,050,999	(852,550	)	198,449		1,826,555	(1,826,800	)	(245	)
American Funds IS Asset Allocation Class 4	44,667,650	(38,861,058	)	5,806,592		47,159,493	(38,000,860	)	9,158,633
American Funds IS Blue Chip Income and Growth Class 4	2,875,425	(1,377,778	)	1,497,647		3,345,946	(2,099,285	)	1,246,661
American Funds IS Bond Class 4	2,283,674	(706,674	)	1,577,000		1,898,752	(350,650	)	1,548,102
American Funds IS Capital Income Builder Class 4	1,996,677	(1,078,046	)	918,631		1,788,870	(772,959	)	1,015,911
American Funds IS Global Balanced Class 4	2,205,794	(1,183,706	)	1,022,088		2,714,922	(315,259	)	2,399,663
American Funds IS Global Bond Class 4	692,987	(270,456	)	422,531		535,789	(132,798	)	402,991
American Funds IS Global Growth and Income Class 4	1,168,880	(406,107	)	762,773		1,126,619	(191,354	)	935,265
American Funds IS Global Growth Class 4	2,329,588	(1,119,505	)	1,210,083		2,039,109	(698,645	)	1,340,464
American Funds IS Global Small Capitalization Class 4	912,756	(147,000	)	765,756		493,914	(57,185	)	436,729
American Funds IS Growth Class 4	6,921,925	(6,136,266	)	785,659		6,074,525	(4,833,195	)	1,241,330
American Funds IS Growth-Income Class 4	4,818,224	(4,689,485	)	128,739		3,891,954	(4,370,383	)	(478,429	)
American Funds IS High-Income Bond Class 4	958,769	(787,710	)	171,059		1,120,111	(463,357	)	656,754
American Funds IS International Class 4	2,424,645	(970,864	)	1,453,781		2,190,468	(617,123	)	1,573,345
American Funds IS International Growth and Income Class 4	1,416,630	(967,080	)	449,550		1,087,611	(480,541	)	607,070
American Funds IS Managed Risk Asset Allocation Class P2	3,033,276	(2,207,174	)	826,102		3,477,845	(1,696,434	)	1,781,411
American Funds IS New World Fund Class 4	1,616,156	(921,360	)	694,796		1,835,459	(835,716	)	999,743
American Funds IS U.S. Government/AAA-Rated Securities Class 4	1,733,113	(1,377,519	)	355,594		1,665,562	(2,417,002	)	(751,440	)
BlackRock Capital Appreciation V.I. Class III	97,695	(340,802	)	(243,107	)	57,566	(400,551	)	(342,985	)
BlackRock Global Allocation V.I. Class III	9,026,291	(28,321,306	)	(19,295,015	)	10,595,202	(27,943,658	)	(17,348,456	)
BlackRock iShares Dynamic Allocation V.I. Class I	741,825	(577,557	)	164,268		535,144	(236,525	)	298,619
Fidelity VIP Contrafund Service Class 2	3,195,259	(2,410,930	)	784,329		3,316,748	(1,529,911	)	1,786,837
Fidelity VIP FundsManager 60% Service Class 2	5,996,014	(3,704,543	)	2,291,471		4,373,328	(2,829,757	)	1,543,571
Fidelity VIP Government Money Market Service Class	47,036,828	(40,777,997	)	6,258,831		30,722,574	(35,110,797	)	(4,388,223	)
Fidelity VIP Strategic Income Service Class 2	2,084,124	(1,393,794	)	690,330		2,253,555	(1,076,201	)	1,177,354
First Trust Dorsey Wright Tactical Core Class I	1,668,410	(372,700	)	1,295,710		690,913	(171,891	)	519,022
First Trust/Dow Jones Dividend & Income Allocation Class I	9,498,038	(8,176,424	)	1,321,614		10,317,056	(7,446,637	)	2,870,419
First Trust Multi Income Allocation Class I	669,653	(243,602	)	426,051		245,447	(280,582	)	(35,135	)
Franklin Founding Funds Allocation VIP Class 2	157,666	(134,646	)	23,020		146,550	(98,520	)	48,030
Franklin Founding Funds Allocation VIP Class 4	955,405	(4,830,836	)	(3,875,431	)	2,203,321	(4,573,881	)	(2,370,560	)
Franklin Income VIP Class 2	1,186,580	(917,668	)	268,912		2,015,357	(650,059	)	1,365,298
Franklin Mutual Global Discovery VIP Class 2	1,244,432	(1,800,926	)	(556,494	)	2,114,766	(2,108,136	)	6,630
Franklin Rising Dividends VIP Class 2	2,025,384	(2,136,687	)	(111,303	)	2,293,670	(2,254,569	)	39,101
Templeton Global Bond VIP Class 2	2,549,808	(2,483,058	)	66,750		2,410,707	(1,732,869	)	677,838
Ivy VIP Asset Strategy Class II	217,598	(304,816	)	(87,218	)	148,119	(400,333	)	(252,214	)
Ivy VIP Energy Class II	1,418,672	(1,104,082	)	314,590		1,327,084	(1,562,714	)	(235,630	)
Janus Aspen Series Balanced Service Shares	45,214,299	(16,623,286	)	28,591,013		31,396,179	(15,002,857	)	16,393,322
Janus Aspen Series Flexible Bond Service Shares	521,402	(720,774	)	(199,372	)	730,683	(561,576	)	169,107
JPMorgan Insurance Trust Core Bond Class 1	—	(13,222	)	(13,222	)	330	(4,425	)	(4,095	)
JPMorgan Insurance Trust Global Allocation Class 2	336,625	(97,642	)	238,983		375,769	(47,275	)	328,494
JPMorgan Insurance Trust Income Builder Class 2	280,863	(166,437	)	114,426		299,170	(186,959	)	112,211
JPMorgan Insurance Trust Mid Cap Value Class 1	—	(8	)	(8	)	—	(432	)	(432	)
JPMorgan Insurance Trust U.S. Equity Class 1	—	(1,741	)	(1,741	)	—	(24	)	(24	)
ClearBridge Variable Aggressive Growth - Class II	411,586	(316,595	)	94,991		411,320	(203,477	)	207,843
Lord Abbett Bond Debenture Class VC	2,442,617	(1,829,863	)	612,754		2,677,555	(1,424,721	)	1,252,834
Lord Abbett International Equity Class VC	899,624	(519,303	)	380,321		351,414	(770,888	)	(419,474	)
Lord Abbett Total Return Class VC	2,980,605	(3,248,738	)	(268,133	)	3,496,613	(3,033,198	)	463,415

SA-58

SEPARATE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (Continued)

	2018					2017
	Units	Units		Net Increase		Units	Units		Net Increase
Variable Accounts	Issued	Redeemed		(Decrease)		Issued	Redeemed		(Decrease)
MFS Total Return Series - Service Class	4,406,828	(6,992,100	)	(2,585,272	)	7,404,597	(5,072,833	)	2,331,764
MFS Utilities Series - Service Class	1,170,962	(845,051	)	325,911		840,732	(808,734	)	31,998
MFS Value Series - Service Class	328,512	(429,144	)	(100,632	)	297,962	(454,197	)	(156,235	)
MFS Massachusetts Investors Growth Stock - Service Class	187,384	(912,556	)	(725,172	)	187,688	(1,017,936	)	(830,248	)
Neuberger Berman U.S. Equity Index PutWrite Strategy Class S	58,039	(22,009	)	36,030		29,336	(7,697	)	21,639
Oppenheimer Global Fund/VA Service Shares	1,033,769	(1,056,000	)	(22,231	)	1,477,044	(263,504	)	1,213,540
Oppenheimer International Growth Fund/VA Service Shares	626,001	(293,942	)	332,059		711,352	(168,788	)	542,564
PIMCO All Asset All Authority - Advisor Class	19,165	(127,484	)	(108,319	)	24,952	(138,902	)	(113,950	)
PIMCO CommodityRealReturn Strategy - Advisor Class	652,654	(509,038	)	143,616		403,482	(515,430	)	(111,948	)
Jennison Class II	—	(4,056	)	(4,056	)	37,198	(48,612	)	(11,414	)
SP International Growth Class II	—	(297	)	(297	)	—	(11,356	)	(11,356	)
SP Prudential U.S. Emerging Growth Class II	—	(334	)	(334	)	—	(10,986	)	(10,986	)
Value Class II	—	(368	)	(368	)	—	(1,301	)	(1,301	)
Schwab Government Money Market	34,233	(34,233	)	—
Schwab VIT Balanced	885,705	(624,300	)	261,405		791,857	(691,448	)	100,409
Schwab VIT Balanced with Growth	991,182	(1,018,031	)	(26,849	)	918,280	(1,039,834	)	(121,554	)
Schwab VIT Growth	1,071,019	(965,063	)	105,956		834,200	(1,042,893	)	(208,693	)
State Street Total Return V.I.S. Class 3	3,248,720	(5,168,645	)	(1,919,925	)	2,213,532	(4,728,810	)	(2,515,278	)
VanEck VIP Global Hard Assets Class S	718,937	(798,097	)	(79,160	)	939,020	(1,373,639	)	(434,619	)

SA-59

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of

Pacific Life Insurance Company:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statements of assets and liabilities of Separate Account A of Pacific Life Insurance Company (the “Separate Account”) comprising the Core Income, Diversified Bond, Floating Rate Income, Floating Rate Loan, High Yield Bond, Inflation Managed, Inflation Strategy, Managed Bond, Short Duration Bond, Emerging Markets Debt, Comstock, Developing Growth, Dividend Growth, Equity Index, Focused Growth, Growth, Large-Cap Growth, Large-Cap Value, Main® Street Core, Mid-Cap Equity, Mid-Cap Growth, Mid-Cap Value, Small-Cap Equity, Small-Cap Index, Small-Cap Value, Value Advantage, Emerging Markets, International Large-Cap, International Small-Cap, International Value, Health Sciences, Real Estate, Technology, Currency Strategies, Diversified Alternatives, Equity Long/Short, Global Absolute Return, Pacific Dynamix - Conservative Growth, Pacific Dynamix - Moderate Growth, Pacific Dynamix - Growth, Portfolio Optimization Conservative, Portfolio Optimization Moderate-Conservative, Portfolio Optimization Moderate, Portfolio Optimization Growth, Portfolio Optimization Aggressive-Growth, PSF DFA Balanced Allocation, Invesco V.I. Balanced-Risk Allocation Series II, Invesco V.I. Equity and Income Series II, Invesco V.I. Global Real Estate Series II, American Century VP Mid Cap Value Class II, American Funds IS Asset Allocation Fund Class 4 , American Funds IS Blue Chip Income and Growth Class 4, American Funds IS Bond Class 4, American Funds IS Capital Income Builder® Class 4 , American Funds IS Global Balanced Class 4, American Funds IS Global Bond Class 4, American Funds IS Global Growth and Income Class 4, American Funds IS Global Growth Class 4, American Funds IS Global Small Capitalization Class 4, American Funds IS Growth Class 4 , American Funds IS Growth-Income Class 4, American Funds IS High-Income Bond Class 4, American Funds IS International Class 4, American Funds IS International Growth and Income Class 4, American Funds IS Managed Risk Asset Allocation Class P2, American Funds IS New World Fund® Class 4, American Funds IS U.S. Government/AAA-Rated Securities Class 4, BlackRock® Capital Appreciation V.I. Class III, BlackRock Global Allocation V.I. Class III, BlackRock iShares® Dynamic Allocation V.I. Class I, Fidelity® VIP Contrafund® Service Class 2, Fidelity VIP FundsManager® 60% Service Class 2, Fidelity VIP Government Money Market Service Class, Fidelity VIP Strategic Income Service Class 2, First Trust Dorsey Wright Tactical Core Class I, First Trust/Dow Jones Dividend & Income Allocation Class I, First Trust Multi Income Allocation Class I, Franklin Founding Funds Allocation VIP Class 2, Franklin Founding Funds Allocation VIP Class 4, Franklin Income VIP Class 2, Franklin Mutual Global Discovery VIP Class 2, Franklin Rising Dividends VIP Class 2, Templeton Global Bond VIP Class 2, Ivy VIP Asset Strategy Class II, Ivy VIP Energy Class II, Janus Henderson Balanced Service Shares, Janus Henderson Flexible Bond Service Shares, JPMorgan Insurance Trust Core Bond Class 1, JPMorgan Insurance Trust Global Allocation Class 2, JPMorgan Insurance Trust Income Builder Class 2, JPMorgan Insurance Trust Mid Cap Value Class 1, JPMorgan Insurance Trust U.S. Equity Class 1, ClearBridge Variable Aggressive Growth - Class II, Lord Abbett Bond Debenture Class VC, Lord Abbett International Equity Class VC, Lord Abbett Total Return Class VC, MFS® Total Return Series - Service Class, MFS Utilities Series - Service Class, MFS Value Series - Service Class, MFS Massachusetts Investors Growth Stock - Service Class, Neuberger Berman U.S. Equity Index PutWrite Strategy Class S, Oppenheimer Global Fund/VA Service Shares, Oppenheimer International Growth Fund/VA Service Shares, PIMCO All Asset All Authority - Advisor Class, PIMCO CommodityRealReturn® Strategy - Advisor Class, Jennison Class II, SP International Growth Class II, SP Prudential U.S. Emerging Growth Class II, Value Class II, Schwab Government Money Market, Schwab VIT Balanced, Schwab VIT Balanced with Growth, Schwab VIT Growth, State Street Total Return V.I.S. Class 3 and VanEck VIP Global Hard Assets Class S, (collectively, the “Variable Accounts”) including the schedules of investments as of December 31, 2018; the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended for Diversified Bond, Floating Rate Income, Floating Rate Loan, High Yield Bond, Inflation Managed, Inflation Strategy, Managed Bond, Short Duration Bond, Emerging Markets Debt, Comstock, Developing Growth, Dividend Growth, Equity Index, Focused Growth, Growth, Large-Cap Growth, Large-Cap Value, Main Street Core, Mid-Cap Equity, Mid-Cap Growth, Mid-Cap Value, Small-Cap Equity, Small-Cap Index, Small-Cap Value, Value Advantage, Emerging Markets, International Large-Cap, International Small-Cap, International Value, Health Sciences, Real Estate, Technology, Currency Strategies, Global Absolute Return, Pacific Dynamix - Conservative Growth, Pacific Dynamix - Moderate Growth, Pacific Dynamix - Growth, Portfolio Optimization Conservative, Portfolio Optimization Moderate-Conservative, Portfolio Optimization Moderate, Portfolio Optimization Growth, Portfolio Optimization Aggressive-Growth, Invesco V.I. Balanced-Risk Allocation Series II, American Century VP Mid Cap Value Class II, American Funds IS Global Growth Class 4, American Funds IS International Growth and Income Class 4, American Funds IS Managed Risk Asset Allocation Class P2, American Funds IS New World Fund Class 4, American Funds IS U.S. Government/AAA-Rated Securities Class 4, BlackRock Capital Appreciation V.I. Class III, BlackRock Global Allocation V.I. Class III, Fidelity VIP Contrafund Service Class 2, Fidelity VIP FundsManager 60% Service Class 2, Fidelity VIP Strategic Income Service Class 2, First Trust/Dow Jones Dividend & Income Allocation Class I, Franklin Founding Funds Allocation VIP Class 2, Franklin Founding Funds Allocation VIP Class 4, Franklin Mutual Global Discovery VIP Class 2, Franklin Rising Dividends VIP Class 2, Templeton Global Bond VIP Class 2, Janus Henderson Balanced Service Shares, JPMorgan Insurance Trust Core Bond Class 1, JPMorgan Insurance Trust Mid Cap Value Class 1, JPMorgan Insurance Trust U.S. Equity Class 1, Lord Abbett Bond Debenture Class VC, Lord Abbett International Equity Class VC, Lord Abbett Total Return Class VC, MFS Total Return Series - Service Class, MFS Utilities Series -

SA-60

Service Class, MFS Value Series - Service Class, PIMCO CommodityRealReturn Strategy - Advisor Class, Jennison Class II, SP International Growth Class II, SP Prudential U.S. Emerging Growth Class II, Value Class II, Schwab VIT Balanced, Schwab VIT Balanced with Growth, Schwab VIT Growth, State Street Total Return V.I.S. Class 3 and VanEck VIP Global Hard Assets Class S; the related statements of operations, changes in net assets, and the financial highlights for the periods indicated in the table below for Core Income, Diversified Alternatives, Equity Long/Short, PSF DFA Balanced Allocation, Invesco V.I. Equity and Income Series II , Invesco V.I. Global Real Estate Series II, American Funds IS Asset Allocation Fund Class 4 , American Funds IS Blue Chip Income and Growth Class 4, American Funds IS Bond Class 4, American Funds IS Capital Income Builder Class 4 , American Funds IS Global Balanced Class 4, American Funds IS Global Bond Class 4, American Funds IS Global Growth and Income Class 4, American Funds IS Global Small Capitalization Class 4, American Funds IS Growth Class 4 , American Funds IS Growth-Income Class 4, American Funds IS High-Income Bond Class 4, American Funds IS International Class 4, BlackRock iShares Dynamic Allocation V.I. Class I, Fidelity VIP Government Money Market Service Class, First Trust Dorsey Wright Tactical Core Class I, First Trust Multi Income Allocation Class I, Franklin Income VIP Class 2, Ivy VIP Asset Strategy Class II, Ivy VIP Energy Class II, Janus Henderson Flexible Bond Service Shares, JPMorgan Insurance Trust Global Allocation Class 2, JPMorgan Insurance Trust Income Builder Class 2, ClearBridge Variable Aggressive Growth - Class II, MFS Massachusetts Investors Growth Stock - Service Class, Neuberger Berman U.S. Equity Index PutWrite Strategy Class S, Oppenheimer Global Fund/VA Service Shares, Oppenheimer International Growth Fund/VA Service Shares, PIMCO All Asset All Authority - Advisor Class and Schwab Government Money Market; and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of each of the Variable Accounts constituting the Separate Account A of Pacific Life Insurance Company as of December 31, 2018, and the results of their operations for the year then ended (or for the period listed in the table below), the changes in their net assets for each of the two years in the period then ended (or for the period listed in the table below), and the financial highlights for each of the five years in the period then ended (or for the period listed in the table below), in conformity with accounting principles generally accepted in the United States of America.

Variable Account comprising the Separate Account	Statement of Operations	Statement of Changes in Net Assets	Financial Highlights
Core Income	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from May 4, 2015 (commencement of operations) through December 31, 2015
Diversified Alternatives	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from November 3, 2015 (commencement of operations) through December 31, 2015
Equity Long/Short	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from May 12, 2015 (commencement of operations) through December 31, 2015
PSF DFA Balanced Allocation	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017 and the period from May 3, 2016 (commencement of operations) through December 31, 2016
Invesco V.I. Equity and Income Series II	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016, 2015 and the period from May 6, 2014 (commencement of operations) through December 31, 2014
Invesco V.I. Global Real Estate Series II	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from May 4, 2015 (commencement of operations) through December 31, 2015
American Funds IS Asset Allocation Class 4	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016, 2015 and the period from May 13, 2014 (commencement of operations) through December 31, 2014
American Funds IS Blue Chip Income and Growth Class 4	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from November 2, 2015 (commencement of operations) through December 31, 2015
American Funds IS Bond Class 4	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from November 3, 2015 (commencement of operations) through December 31, 2015
American Funds IS Capital Income Builder Class 4	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016, 2015 and the period from May 1, 2014 (commencement of operations) through December 31, 2014

SA-61

Variable Account comprising the Separate Account	Statement of Operations	Statement of Changes in Net Assets	Financial Highlights
American Funds IS Global Balanced Class 4	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from November 10, 2015 (commencement of operations) through December 31, 2015
American Funds IS Global Bond Class 4	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from November 5, 2015 (commencement of operations) through December 31, 2015
American Funds IS Global Growth and Income Class 4	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from October 30, 2015 (commencement of operations) through December 31, 2015
American Funds IS Global Small Capitalization Class 4	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from November 3, 2015 (commencement of operations) through December 31, 2015
American Funds IS Growth Class 4	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016, 2015 and the period from May 13, 2014 (commencement of operations) through December 31, 2014
American Funds IS Growth-Income Class 4	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016, 2015 and the period from May 19, 2014 (commencement of operations) through December 31, 2014
American Funds IS High-Income Bond Class 4	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from October 30, 2015 (commencement of operations) through December 31, 2015
American Funds IS International Class 4	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016, 2015 and the period from May 13, 2014 (commencement of operations) through December 31, 2014
BlackRock iShares Dynamic Allocation V.I. Class I	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016, 2015 and the period from May 9, 2014 (commencement of operations) through December 31, 2014
Fidelity VIP Government Money Market Service Class	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016, 2015 and the period from April 30, 2014 (commencement of operations) through December 31, 2014
First Trust Dorsey Wright Tactical Core Class I	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from November 3, 2015 (commencement of operations) through December 31, 2015
First Trust Multi Income Allocation Class I	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016, 2015 and the period from May 14, 2014 (commencement of operations) through December 31, 2014
Franklin Income VIP Class 2	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from May 6, 2015 (commencement of operations) through December 31, 2015
Ivy VIP Asset Strategy Class II	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016, 2015 and the period from May 9, 2014 (commencement of operations) through December 31, 2014
Ivy VIP Energy Class II	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from May 1, 2015 (commencement of operations) through December 31, 2015
Janus Henderson Flexible Bond Service Shares	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016, 2015 and the period from May 6, 2014 (commencement of operations) through December 31, 2014
JPMorgan Insurance Trust Global Allocation Class 2	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from May 4, 2015 (commencement of operations) through December 31, 2015
JPMorgan Insurance Trust Income Builder Class 2	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from May 6, 2015 (commencement of operations) through December 31, 2015

SA-62

Variable Account comprising the Separate Account	Statement of Operations	Statement of Changes in Net Assets	Financial Highlights
ClearBridge Variable Aggressive Growth - Class II	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from November 3, 2015 (commencement of operations) through December 31, 2015
MFS Massachusetts Investors Growth Stock - Service Class	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from March 27, 2015 (commencement of operations) through December 31, 2015
Neuberger Berman U.S. Equity Index PutWrite Strategy Class S	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from November 18, 2015 (commencement of operations) through December 31, 2015
Oppenheimer Global Fund/VA Service Shares	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from November 13, 2015 (commencement of operations) through December 31, 2015
Oppenheimer International Growth Fund/VA Service Shares	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016 and the period from October 30, 2015 (commencement of operations) through December 31, 2015
PIMCO All Asset All Authority - Advisor Class	For the year ended December 31, 2018	For the years ended December 31, 2018 and 2017	For the years ended December 31, 2018, 2017, 2016, 2015 and the period from May 9, 2014 (commencement of operations) through December 31, 2014
Schwab Government Money Market	For the period from May 7, 2018 through September 6, 2018	For the period from May 7, 2018 (commencement of operations) through September 6, 2018	For the period from May 7, 2018(commencement of operations) through September 6, 2018, April 8, 2015(commencement of operations) through December 1, 2015 and the period from March 18,2014 (commencement of operations) through November 6, 2014

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Separate Account’s management. Our responsibility is to express an opinion on the Separate Account’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Separate Account in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Separate Account is not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Separate Account’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of investments owned as of December 31, 2018, by correspondence with the transfer agents. We believe that our audits provide a reasonable basis for our opinion.

Costa Mesa, California

February 25, 2019

We have served as the auditor of Separate Account A of Pacific Life Insurance Company since 1996.

SA-63

PACIFIC LIFE INSURANCE COMPANY

AND SUBSIDIARIES

Consolidated Financial Statements

as of December 31, 2018 and 2017 and

for the years ended December 31, 2018, 2017 and 2016

and Independent Auditors’ Report

PL-1

INDEPENDENT AUDITORS’ REPORT

Pacific Life Insurance Company and Subsidiaries:

We have audited the accompanying consolidated financial statements of Pacific Life Insurance Company and Subsidiaries (the “Company”), which comprise the consolidated statements of financial condition as of December 31, 2018 and 2017, and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the three years in the period ended December 31, 2018 and the related notes to consolidated financial statements.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements.  The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.  In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.  Accordingly, we express no such opinion.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Pacific Life Insurance Company and Subsidiaries as of December 31, 2018 and 2017, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2018 in accordance with accounting principles generally accepted in the United States of America.

March 8, 2019

PL-2

Pacific Life Insurance Company and Subsidiaries

C O N S O L I D A T E D   S T A T E M E N T S   O F   F I N A N C I A L   C O N D I T I O N

	December 31,
(In Millions, except share data)	2018		2017
ASSETS
Investments:
Fixed maturity securities available for sale, at fair value	$	51,180	$	47,460
Fair value option securities (includes VIE assets of $954 and $621)	1,488		1,182
Mortgage loans (includes VIE assets of $1,800 and $1,800)	14,886		13,558
Policy loans	7,975		7,681
Other investments (includes VIE assets of $572 and $397)	4,039		3,719
TOTAL INVESTMENTS	79,568		73,600
Cash, cash equivalents, and restricted cash (includes VIE assets of $60 and $66)	2,934		2,850
Deferred policy acquisition costs	5,023		4,693
Aircraft, net	9,016		7,834
Other assets (includes VIE assets of $8 and $6)	4,465		4,465
Separate account assets	53,709		61,456
TOTAL ASSETS	$	154,715	$	154,898
LIABILITIES AND EQUITY
Liabilities:
Policyholder account balances	$	53,878	$	48,765
Future policy benefits	18,095		16,895
Debt (includes VIE debt of $1,594 and $1,658)	11,505		10,251
Fair value option debt (represents VIE debt)	880		462
Other liabilities (includes VIE liabilities of $110 and $108)	4,305		4,174
Separate account liabilities	53,709		61,456
TOTAL LIABILITIES	142,372		142,003
Commitments and contingencies (Note 17)
Stockholder’s Equity:
Common stock - $50 par value; 600,000 shares authorized, issued and outstanding	30		30
Additional paid-in capital	1,023		1,023
Retained earnings	10,434		9,534
Accumulated other comprehensive income	73		1,613
Total Stockholder’s Equity	11,560		12,200
Noncontrolling interests	783		695
TOTAL EQUITY	12,343		12,895
TOTAL LIABILITIES AND EQUITY	$	154,715	$	154,898

The abbreviation VIE above means variable interest entity.

See Notes to Consolidated Financial Statements

PL-3

Pacific Life Insurance Company and Subsidiaries

C O N S O L I D A T E D   S T A T E M E N T S   O F   O P E R A T I O N S

	Years Ended December 31,
(In Millions)	2018			2017			2016
REVENUES
Policy fees and insurance premiums	$	4,750		$	4,347		$	4,108
Net investment income	3,247			2,840			2,587
Net investment gain	54			48			110
OTTI, consisting of $15, $11 and $53 in total, net of $0, $0 and $11 recognized in OCI	(15		)	(11		)	(42		)
Investment advisory fees	295			300			294
Aircraft leasing revenue	954			898			1,018
Other income	359			314			379
TOTAL REVENUES	9,644			8,736			8,454
BENEFITS AND EXPENSES
Policy benefits paid or provided	3,644			3,463			3,182
Interest credited to policyholder account balances	1,490			1,383			1,306
Commission expenses	1,264			769			953
Operating and other expenses	2,205			2,145			2,023
TOTAL BENEFITS AND EXPENSES	8,603			7,760			7,464
INCOME BEFORE PROVISION (BENEFIT) FOR INCOME TAXES	1,041			976			990
Provision (benefit) for income taxes	114			(384		)	207
Net income	927			1,360			783
Less: net income attributable to noncontrolling interests	(56		)	(6		)	(26		)
NET INCOME ATTRIBUTABLE TO THE COMPANY	$	871		$	1,354		$	757

The abbreviation OTTI above means other than temporary impairment losses.

The abbreviation OCI above means other comprehensive income (loss).

See Notes to Consolidated Financial Statements

PL-4

Pacific Life Insurance Company and Subsidiaries

C O N S O L I D A T E D   S T A T E M E N T S   O F   C O M P R E H E N S I V E   I N C O M E   ( L O S S )

	Years Ended December 31,
(In Millions)	2018			2017			2016
NET INCOME	$	927		$	1,360		$	783
Other comprehensive income (loss), net of tax:
Gain (loss) on derivatives and unrealized gain (loss) on securities available for sale, net	(1,529		)	411			225
Other, net	(8		)	8			(4		)
Other comprehensive income (loss)	(1,537		)	419			221
Comprehensive income (loss)	(610		)	1,779			1,004
Less: comprehensive income attributable to noncontrolling interests	(56		)	(6		)	(26		)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	(666	)	$	1,773		$	978

See Notes to Consolidated Financial Statements

PL-5

Pacific Life Insurance Company and Subsidiaries

C O N S O L I D A T E D   S T A T E M E N T S   O F   E Q U I T Y

			Additional					Accumulated Other			Total
	Common		Paid-in		Retained			Comprehensive			Stockholder’s			Noncontrolling			Total
(In Millions)	Stock		Capital		Earnings			Income			Equity			Interests			Equity
BALANCES, JANUARY 1, 2016	$	30	$	1,012	$	7,868		$	688		$	9,598		$	88		$	9,686
Comprehensive income:
Net income					757						757			26			783
OCI								221			221						221
Total comprehensive income											978			26			1,004
Assumption of noncontrolling interest			7								7			(7		)	—
Change in equity of noncontrolling interests														18			18
BALANCES, DECEMBER 31, 2016	30		1,019		8,625			909			10,583			125			10,708
Comprehensive income:
Net income					1,354						1,354			6			1,360
OCI								419			419						419
Total comprehensive income											1,773			6			1,779
Dividend to parent					(160		)				(160		)				(160		)
Reclassification of deferred tax effects (Note 1)					(285		)	285			—						—
Partial sale of subsidiary (Note 6)			4								4			587			591
Change in equity of noncontrolling interests														(23		)	(23		)
BALANCES, DECEMBER 31, 2017	30		1,023		9,534			1,613			12,200			695			12,895
Cumulative effect of adoption of accounting change (Note 1)					29			(3		)	26						26
BALANCES, JANUARY 1, 2018	30		1,023		9,563			1,610			12,226			695			12,921
Comprehensive income (loss):
Net income					871						871			56			927
OCI								(1,537		)	(1,537		)				(1,537		)
Total comprehensive income (loss)											(666		)	56			(610		)
Change in equity of noncontrolling interests														32			32
BALANCES, DECEMBER 31, 2018	$	30	$	1,023	$	10,434		$	73		$	11,560		$	783		$	12,343

The abbreviation OCI above means other comprehensive income (loss).

See Notes to Consolidated Financial Statements

PL-6

Pacific Life Insurance Company and Subsidiaries

C O N S O L I D A T E D   S T A T E M E N T S   O F   C A S H   F L O W S

	Years Ended December 31,
(In Millions)	2018			2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	927		$	1,360		$	783
Adjustments to reconcile net income to net cash provided by operating activities:
Net accretion on fixed maturity securities	(45		)	(46		)	(50		)
Depreciation and amortization	467			426			418
Deferred income taxes	235			(643		)	123
Net investment gain	(54		)	(48		)	(110		)
Other than temporary impairments	15			11			42
Net change in deferred policy acquisition costs	13			(246		)	78
Interest credited to policyholder account balances	1,490			1,383			1,306
Net change in future policy benefits	1,806			1,369			1,398
Other operating activities, net	(200		)	341			(107		)
NET CASH PROVIDED BY OPERATING ACTIVITIES	4,654			3,907			3,881
CASH FLOWS FROM INVESTING ACTIVITIES
Available for sale securities:
Purchases	(10,513		)	(6,685		)	(7,510		)
Sales	1,632			994			805
Maturities and repayments	2,216			2,767			2,697
Purchases of fair value option securities	(882		)	(673		)
Purchases of equity securities (Note 1)	(266		)
Proceeds from sale of equity securities (Note 1)	641
Repayments of mortgage loans	740			295			410
Fundings of mortgage loans and real estate	(2,436		)	(2,318		)	(1,934		)
Net change in policy loans	(294		)	(244		)	(106		)
Terminations of derivative instruments, net	445			400			137
Proceeds from nonhedging derivative settlements	311			105			120
Payments for nonhedging derivative settlements	(524		)	(584		)	(583		)
Net change in cash collateral	(289		)	86			74
Purchases of and advance payments on aircraft	(2,129		)	(2,134		)	(1,241		)
Proceeds from sale of aircraft	501			732			954
Other investing activities, net	259			(108		)	(42		)
NET CASH USED IN INVESTING ACTIVITIES	(10,588		)	(7,367		)	(6,219		)

(Continued)

See Notes to Consolidated Financial Statements

PL-7

Pacific Life Insurance Company and Subsidiaries

C O N S O L I D A T E D   S T A T E M E N T S   O F   C A S H   F L O W S

	Years Ended December 31,
(In Millions)	2018			2017			2016
(Continued)
CASH FLOWS FROM FINANCING ACTIVITIES
Policyholder account balances:
Deposits	$	9,575		$	6,843		$	6,727
Withdrawals	(5,910		)	(4,735		)	(4,751		)
Net change in short-term debt and revolving credit facilities	(133		)	(687		)	546
Issuance of long-term debt	2,667			2,871			504
Partial retirement of surplus notes				(906		)	(80		)
Payments of long-term debt	(1,300		)	(295		)	(1,345		)
Issuance of fair value option debt	460			460
Net change in cash collateral for loaned securities	472			640			23
Dividend to parent				(160		)
Partial sale of subsidiary (Note 6)				591
Other financing activities, net	187			140			152
NET CASH PROVIDED BY FINANCING ACTIVITIES	6,018			4,762			1,776
Net change in cash, cash equivalents, and restricted cash	84			1,302			(562		)
Cash, cash equivalents, and restricted cash, beginning of year	2,850			1,548			2,110
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF YEAR	$	2,934		$	2,850		$	1,548
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Income taxes paid (received), net	$	(53	)	$	249		$	97
Interest paid	450			372			393

See Notes to Consolidated Financial Statements

PL-8

Pacific Life Insurance Company and Subsidiaries

N O T E S   T O   C O N S O L I D A T E D   F I N A N C I A L   S T A T E M E N T S

1.ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND DESCRIPTION OF BUSINESS

Pacific Life Insurance Company (Pacific Life) was established in 1868 and is domiciled in the State of Nebraska as a stock life insurance company.  Pacific Life is an indirect subsidiary of Pacific Mutual Holding Company (PMHC), a Nebraska mutual holding company, and a wholly owned subsidiary of Pacific LifeCorp, an intermediate Delaware stock holding company.  Pacific Life and its subsidiaries (the Company) and affiliates have primary business operations consisting of life insurance, annuities, aircraft leasing and reinsurance.

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of Pacific Life and its majority owned and controlled subsidiaries and the variable interest entities (VIEs) in which the Company is the primary beneficiary.  All significant intercompany transactions and balances have been eliminated in consolidation.

Pacific Life prepares its regulatory financial statements in accordance with statutory accounting practices prescribed or permitted by the Nebraska Department of Insurance (NE DOI), which is a comprehensive basis of accounting other than U.S. GAAP (Note 2).  These consolidated financial statements materially differ from those filed with regulatory authorities.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of 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.

In developing these estimates, management makes subjective and complex judgments that are inherently uncertain and subject to material change as facts and circumstances develop.  Management has identified the following estimates as critical, as they involve a higher degree of judgment and are subject to a significant degree of variability:

·The fair value of investments in the absence of quoted market values

·Other than temporary impairment (OTTI) losses of investments

·Application of the consolidation rules to certain investments

·The fair value of and accounting for derivatives, including embedded derivatives

·Aircraft valuation and impairment

·The capitalization and amortization of deferred policy acquisition costs (DAC)

·The liability for future policy benefits, including guarantees

·Income taxes

·Reinsurance transactions

·Litigation and other contingencies

Certain reclassifications have been made to the 2017 and 2016 consolidated financial statements to conform to the 2018 consolidated financial statement presentation.

The Company has evaluated events subsequent to December 31, 2018 through March 8, 2019, the date the consolidated financial statements were available to be issued.  See Note 6 for discussion of subsequent event.

PL-9

INVESTMENTS

Fixed maturity securities available for sale are reported at fair value, with unrealized gains and losses, net of adjustments related to DAC, future policy benefits and deferred income taxes, recognized as a component of other comprehensive income (loss) (OCI).  Equity securities are reported at fair value in other investments, with changes in fair value recognized in net investment gain.

Amortization of premium and accretion of discount on fixed maturity securities is recorded using the effective interest method.  For mortgage-backed and asset-backed securities, the determination of effective yield is 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.

Investment income consists primarily of interest and dividends, net investment income from partnership interests, prepayment fees on fixed maturity securities and mortgage loans, and income from certain derivatives.  Interest is recognized on an accrual basis and dividends are recorded on the ex-dividend date.

The Company’s available for sale securities are assessed for OTTI, if impaired.  If a decline in the fair value of an available for sale security is deemed to be other than temporary, the OTTI is recognized equal to the difference between the fair value and net carrying amount of the security.  If the OTTI for a fixed maturity security is attributable to both credit and other factors, then the OTTI is bifurcated and the non credit-related portion is recognized in OCI while the credit portion is recognized in earnings, specifically OTTI.  If the OTTI is related to credit factors only or management has determined that it is more likely than not going to be required to sell the security prior to recovery, the OTTI is recognized in earnings, specifically OTTI.

The evaluation of OTTI is a quantitative and qualitative process subject to significant estimates and management judgment.  The Company has controls and procedures in place to monitor securities and identify those that are subject to greater analysis for OTTI.  The Company has an investment impairment committee that reviews and evaluates securities for potential OTTI at minimum on a quarterly basis.

In evaluating whether a decline in value is other than temporary, the Company considers many factors including, but not limited to, the following: the extent and duration of the decline in value; the reasons for the decline (credit event, currency, interest rate related, or spread widening); the ability and intent to hold the investment for a period of time to allow for a recovery of value; and the financial condition of and near-term prospects of the issuer.

Analysis of the probability that all cash flows will be collected under the contractual terms of a fixed maturity security and determination as to whether the Company does not intend to sell the security and that it is more likely than not that the Company will not be required to sell the security before recovery of the investment are key factors in determining whether a fixed maturity security is other than temporarily impaired.

For mortgage-backed and asset-backed securities, the Company evaluates the performance of the underlying collateral and projected future discounted cash flows.  In projecting future discounted cash flows, the Company incorporates inputs from third-party sources and applies reasonable judgment in developing assumptions used to estimate the probability and timing of collecting all contractual cash flows.

Realized gains and losses on investment transactions are determined on a specific identification basis at trade date and are included in net investment gain.

The Company has elected the fair value option (FVO) method of accounting for a portfolio of U.S. Government securities and broadly syndicated bank loans.  The Company elected the FVO in order to report the investments at fair value with changes in the fair value of these securities recognized in net investment gain.  This accounting treatment for the U.S. Government securities will provide a partial offset to the impact of interest rate movements.  The Company has elected the FVO for debt issued from a collateralized loan obligation (CLO) that is classified as a VIE.  The debt and broadly syndicated bank loans were designated as FVO to reduce the impact of market value changes from the CLO on the consolidated financial statements. See Notes 3 and 10.

PL-10

Mortgage loans on real estate are carried at their unpaid principal balance, net of deferred origination fees and write-downs.  Interest is recognized and discounts and deferred origination fees are amortized in interest income using the effective interest method based on the contractual life of the mortgage loan.  Mortgage loans are considered to be impaired when management estimates that based upon current information and events, it is probable that the Company will not be able to collect all amounts due according to the contractual terms of the mortgage loan agreement.  For mortgage loans deemed to be impaired, an impairment loss is recorded when the carrying amount is greater than the Company’s fair value of the underlying collateral of the mortgage loan.

Policy loans are stated at unpaid principal balances.  Interest income is recorded as earned using the contractual interest rate.  Generally, accrued interest is capitalized on the policy’s anniversary date.  Valuation allowances are not established for policy loans, as they are fully collateralized by the cash surrender value of the underlying insurance policies.  Any unpaid principal and accrued interest is deducted from the cash surrender value or the death benefit prior to settlement of the insurance policy.

Other investments primarily consist of investments in private equity partnerships and joint ventures, hedge funds, real estate investments, derivative instruments, non-marketable equity securities, low income housing investments qualifying for tax credits (LIHTC), trading securities, and securities of consolidated investment funds that operate under the Investment Company Act of 1940 (40 Act Funds).  Investments in private equity partnerships, joint venture interests and hedge funds are recorded under either the equity method of accounting or at fair value using the net asset value (NAV) per share practical expedient.  The income and changes in fair value for these investments are recorded in net investment income.  Trading securities and the securities of the 40 Act Funds are reported at fair value with changes in fair value recognized in net investment gain.

Real estate investments are carried at depreciated cost, net of write-downs.  For real estate acquired in satisfaction of debt, cost represents fair value at the date of acquisition.  Depreciation of investment real estate is computed using the straight-line method over estimated useful lives, which range from five to 30 years, and is included in net investment income.  Real estate investments are evaluated for impairment based on the future estimated undiscounted cash flows expected to be received during the estimated holding period.  When the future estimated undiscounted cash flows are less than the current carrying amount of the property (gross cost less accumulated depreciation), the property is considered not recoverable and an impairment loss is recognized as the amount by which the real estate carrying value exceeds its fair value.

Investments in LIHTC are recorded under the effective interest method since they meet certain requirements, including a projected positive yield based solely on guaranteed credits.  The amortization of the original investment and the tax credits are recorded in the provision for income taxes.  See Note 14.

All derivatives, whether designated in a hedging relationship or not, are required to be recorded at fair value.  If the derivative is designated as a cash flow hedge, the effective portion of changes in the fair value of the derivative is recorded in OCI and reclassified to earnings when the hedged item affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized in net investment gain.  If the derivative is designated as a fair value hedge, changes in the fair value of the hedging derivative, including amounts measured as ineffectiveness, and changes in the fair value of the hedged item related to the designated risk being hedged, are reported in net investment gain.  The change in value of the hedged item associated with the risk being hedged is reflected as an adjustment to the carrying amount of the hedged item.  For derivative instruments not designated as a hedge, the entire change in fair value of the derivative is recorded in net investment gain.

The periodic cash flows for all derivatives designated as a hedge are recorded consistent with the hedged item on an accrual basis.  For derivatives that are hedging investments, these amounts are included in net investment income.  For derivatives that are hedging liabilities, these amounts are included in interest credited to policyholder account balances or interest expense, which is included in operating and other expenses.  For derivatives not designated as a hedge, the periodic cash flows are reflected in net investment gain on an accrual basis.  Upon termination of a cash flow hedging relationship, the accumulated amount in OCI is reclassified into earnings into either net investment income, net investment gain, interest credited to policyholder account balances, or operating and other expenses when the forecasted transactions affect earnings.  Upon termination of a fair value hedging relationship, the accumulated adjustment to the carrying amount of the hedged item is amortized into either net investment income, interest credited to policyholder account balances, or operating and other expenses over its remaining life.

PL-11

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

Cash and cash equivalents include all short-term, highly liquid investments with a maturity of three months or less from purchase date.  Cash equivalents consist primarily of U.S. Treasury bills and money market securities.  Restricted cash primarily consists of liquidity reserves related to security deposits, commitment fees, cash collateral, cash held in trusts, and other restricted cash related to the aircraft leasing business.  Restricted cash was $206 million and $211 million as of December 31, 2018 and 2017, respectively.

DEFERRED POLICY ACQUISITION COSTS

The direct and incremental costs associated with the successful acquisition of new or renewal insurance business; principally commissions, medical examinations, underwriting, policy issue and other expenses; are deferred and recorded as an asset referred to as DAC.  DAC related to internally replaced contracts is immediately written off to expense and any new deferrable expenses associated with the replacement are deferred if the contract modification substantially changes the contract.  However, if the contract modification does not substantially change the contract, the existing DAC asset remains in place and any acquisition costs associated with the modification are immediately expensed.  The Company defers sales inducements and amortizes them over the life of the policy using the same methodology and assumptions used to amortize DAC.  The nature of sales inducements include bonus credits equal to a certain percentage of each deposit.

For universal life (UL), variable annuities and other investment-type contracts, acquisition costs are generally amortized through earnings in proportion to the present value of estimated gross profits (EGPs) from projected investment, mortality and expense margins, and surrender charges over the estimated lives of the contracts.  Actual gross margins or profits may vary from management’s estimates, which can increase or decrease the rate of DAC amortization.  DAC related to traditional policies is amortized through earnings over the premium-paying period of the related policies in proportion to premium revenues recognized, using assumptions and estimates consistent with those used in computing policy reserves.  DAC related to certain unrealized components in OCI, primarily unrealized gains and losses on securities available for sale, is adjusted with corresponding charges or benefits, respectively, directly to equity through OCI.

During reporting periods of negative actual gross profits, DAC amortization may be negative, which would result in an increase to the DAC balance.  Negative amortization is only recorded when the increased DAC balance is determined to be recoverable and is also limited to amounts originally deferred plus interest.

Significant assumptions in the development of EGPs include investment returns, surrender and lapse rates, rider utilization, expenses, interest spreads, and mortality margins.  The Company’s long-term assumption for the underlying separate account investment return ranges from 6.75% to 7.50% depending on the product.  A change in the assumptions utilized to develop EGPs results in a change to amounts expensed in the reporting period in which the change was made by adjusting the DAC balance to the level DAC would have been had the EGPs been calculated using the new assumptions over the entire amortization period.  In general, favorable experience variances result in increased expected future profitability and may lower the rate of DAC amortization, whereas unfavorable experience variances result in decreased expected future profitability and may increase the rate of DAC amortization.  All critical assumptions utilized to develop EGPs are evaluated at least annually and necessary revisions are made to certain assumptions to the extent that actual or anticipated experience necessitates such a prospective change.  The Company may also identify and implement actuarial modeling refinements to projection models that may result in increases or decreases to the DAC asset.

The DAC asset is reviewed at least annually to ensure that the unamortized balance does not exceed expected recoverable EGPs.

PL-12

AIRCRAFT, NET

The Company records aircraft and other aircraft components at cost less accumulated depreciation.  Cost consists of the acquisition price, including interest capitalized during the construction period of a new aircraft, and major improvements.  Depreciation to estimated residual values is recorded in operating and other expenses and is computed using the straight-line method over the estimated useful life of the aircraft, which is generally 25 years from the date of manufacture.  Major improvements to aircraft are capitalized as incurred and depreciated over the shorter of the remaining useful life of the aircraft or the improvement.  The Company evaluates the carrying amount of aircraft quarterly or based upon changes in market and other physical and economic conditions that indicate the carrying amount of the aircraft may not be recoverable.  The Company will record impairments to recognize a loss in the value of the aircraft when management believes that, based on future estimated undiscounted cash flows or third party maintenance adjusted appraisal values, the carrying amount of the aircraft is not recoverable.  An impairment is measured as the excess of the aircraft carrying amount over its fair value and recorded in operating and other expenses.

CLOSED BLOCK

In connection with the Company’s conversion to a mutual holding company structure, an arrangement known as a closed block (the Closed Block) was created for the exclusive benefit of certain individual life insurance policies that had an experience based dividend scale in 1997.  The Closed Block was designed to give reasonable assurance to holders of the Closed Block policies that policy dividends would not change.

Assets that support the Closed Block, which are primarily included in fixed maturity securities and policy loans, amounted to $246 million and $250 million as of December 31, 2018 and 2017, respectively.  Liabilities allocated to the Closed Block, which are primarily included in future policy benefits, amounted to $253 million and $254 million as of December 31, 2018 and 2017, respectively.  The net contribution to income from the Closed Block was zero, $3 million and $3 million for the years ended December 31, 2018, 2017 and 2016, respectively.  As of December 31, 2018 and 2017, participating experience rated policies paying dividends represent less than 1% of direct life insurance in force.

GOODWILL

Goodwill represents the excess of acquisition costs over the fair value of net assets acquired.  Goodwill is not amortized but is reviewed for impairment at least annually or more frequently if events occur or circumstances indicate that the goodwill might be impaired.  Goodwill is included in other assets and was $63 million as of December 31, 2018 and 2017.  There were no goodwill impairments recognized during the years ended December 31, 2018, 2017 and 2016.

POLICYHOLDER ACCOUNT BALANCES

Policyholder account balances on UL and certain investment-type contracts, such as funding agreements, are valued using the retrospective deposit method and are equal to accumulated account values, which consist of deposits received, plus interest credited, less withdrawals and assessments.  Other investment-type contracts such as payout annuities without life contingencies are valued using a prospective method that estimates the present value of future contract cash flows at the assumed credited or contract rate.  Interest credited to these contracts ranged from 0.1% to 10.7%.

FUTURE POLICY BENEFITS

Annuity reserves, which primarily consist of group retirement, structured settlement and certain immediate annuities with life contingencies, are equal to the present value of estimated future payments using pricing assumptions, as applicable, for interest rates, mortality, morbidity, retirement age and expenses.  Interest rates used in establishing such liabilities ranged from 0.8% to 11.0%.

The liability for unpaid claims represents claims that have been reported but not yet settled and estimates for claims incurred but not yet reported as of the balance sheet date.  The liability for unpaid claims is based on the Company’s estimated ultimate cost of settling claims.  The estimates are derived principally from the Company’s historical experience.

PL-13

The Company offers annuity contracts with guaranteed minimum benefits, including guaranteed minimum death benefits (GMDBs) and riders with guaranteed living benefits (GLBs) that guarantee net principal over a ten-year holding period or a minimum withdrawal benefit over specified periods, subject to certain restrictions.  If the guarantee includes a benefit that is only attainable upon annuitization or is wholly life contingent (e.g., GMDBs or guaranteed minimum withdrawal benefits for life), it is accounted for as an insurance liability (Note 9).  All other GLB guarantees are accounted for as embedded derivatives (Note 7).

Policy charges assessed against policyholders that represent compensation to the Company for services to be provided in future periods, or for consideration for origination of the contract, are deferred as unearned revenue reserves (URR), and recognized in revenue over the expected life of the contract using the same methods and assumptions used to amortize DAC.  Unearned revenue related to certain unrealized components in OCI, primarily unrealized gains and losses on securities available for sale, is recorded to equity through OCI.

Life insurance reserves are composed of benefit reserves and additional liabilities.  Benefit reserves are valued using the net level premium method on the basis of actuarial assumptions appropriate at policy issue.  Mortality and persistency assumptions are generally based on the Company’s experience, which, together with interest and expense assumptions, include a margin for possible unfavorable deviations.  Interest rate assumptions ranged from 3.0% to 9.3%.  Future dividends for participating business are provided for in the liability for future policy benefits.  Additional liabilities are held for certain insurance benefit features that have amounts assessed in a manner that is expected to result in profits in earlier years and subsequent losses.  The additional liability is valued using a range of scenarios, rather than a single set of best estimate assumptions, which are consistent with assumptions used in estimated gross profits for purposes of amortizing capitalized acquisition costs.

Estimates of future policy benefit reserves and liabilities are continually reviewed and, as experience develops, are adjusted as necessary.  The Company may also identify and implement actuarial modeling refinements to projection models that may result in increases and decreases to the liability for future policy benefits.  Such changes in estimates are included in earnings for the period in which such changes occur.

REINSURANCE

The Company has ceded reinsurance agreements with other insurance companies to limit potential losses, reduce exposure arising from larger risks, and provide additional capacity for future growth.  As part of a strategic alliance, the Company also reinsures risks associated with policies written by an independent producer group through modified coinsurance and yearly renewable term (YRT) arrangements with this producer group’s reinsurance company.  The ceding of risk does not discharge the Company from its primary obligations to contract owners.  To the extent that the assuming companies become unable to meet their obligations under reinsurance contracts, the Company remains liable.  The Company evaluates the financial strength and stability of each reinsurer prior to entering into each reinsurance contract and throughout the period that the reinsurance contract is in place.

All assets associated with business reinsured on a modified coinsurance basis remain with, and under the control of, the Company.  As part of its risk management process, the Company routinely evaluates its reinsurance programs and may change retention limits, reinsurers or other features at any time.

The Company has assumed reinsurance agreements with other insurance companies, which primarily include traditional life reinsurance and non-traditional longevity reinsurance.  Reinsurance agreements related to non-traditional longevity reinsurance are assumed from Pacific Life Re Limited (PLRL), an affiliate of the Company and a wholly owned subsidiary of Pacific LifeCorp.  PLRL is incorporated in the United Kingdom (UK) and provides reinsurance to insurance and annuity providers in the UK, Ireland, Australia and to insurers in select markets in Asia.  Non-traditional longevity reinsurance provides protection to retirement plans and insurers of such plans against changes in mortality improvement.  With a non-traditional longevity reinsurance transaction, the Company agrees with another party to exchange a predefined benefit and the realized benefit for a premium.

The Company utilizes reinsurance accounting for ceded and assumed transactions when risk transfer provisions have been met.  To meet risk transfer requirements, a reinsurance contract must include insurance risk, consisting of both underwriting and timing risk, and a reasonable possibility of a significant loss to the reinsurer.

PL-14

Reinsurance premiums ceded and reinsurance recoveries on benefits and claims incurred are deducted from their respective revenue, benefit, and expense accounts.  Prepaid reinsurance premiums, included in other assets, are premiums that are paid in advance for future coverage.  Amounts receivable and payable to reinsurers are offset for account settlement purposes for contracts where the right of offset exists, with net reinsurance receivables included in other assets and net reinsurance payables included in other liabilities.  Reinsurance receivables and payables may include balances due from reinsurance companies for paid and unpaid losses.  Reinsurance terminations and recapture gains are recorded in other income.

REVENUES, BENEFITS AND EXPENSES

Premiums from annuity contracts with life contingencies and traditional life and term insurance contracts are recognized as revenue when due.  Benefits and expenses are provided against such revenues to recognize profits over the estimated lives of the contracts by providing for liabilities for future policy benefits, expenses for contract administration and DAC amortization.

Receipts for UL and investment-type contracts are reported as deposits to either policyholder account balances or separate account liabilities and are not included in revenue.  Policy fees consist of mortality charges, surrender charges and expense charges that have been earned and assessed against related account values during the period and also include the amortization of URR.  The timing of policy fee revenue recognition is determined based on the nature of the fees.  Benefits and expenses include policy benefits and claims incurred in the period that are in excess of related policyholder account balances, interest credited to policyholder account balances, expenses of contract administration and the amortization of DAC.

Investment advisory fees are primarily fees earned by Pacific Life Fund Advisors LLC (PLFA), a wholly owned subsidiary of Pacific Life, which serves as the investment advisor for the Pacific Select Fund, an investment vehicle provided to the Company’s variable universal life (VUL) and variable annuity contract holders, and the Pacific Funds Series Trust, the investment vehicle for the Company’s mutual fund products and other funds.  These fees are based upon the NAV of the underlying portfolios and are recorded as earned.  Related subadvisory expense is included in operating and other expenses.

Aircraft leases are generally accounted for as operating leases and are structured as triple net leases whereby the lessee is responsible for maintaining the aircraft and paying operational, maintenance and insurance expenses.  The aircraft leases require payment in U.S. dollars.  Aircraft leasing revenue is recognized on a straight-line basis over the term of the lease agreements.  The Company has capital leases in the amount of $234 million and $333 million as of December 31, 2018 and 2017, respectively, which are included in other assets.

INCOME TAXES

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the consolidated financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse.  The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized.  In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.  If the Company determines that it would be able to realize deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with the Accounting Standards Codification’s (Codification) Income Taxes Topic on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties related to unrecognized tax benefits in the provision (benefit) for income taxes in the consolidated statements of operations.  Accrued interest and penalties are included in other liabilities in the consolidated statements of financial condition.

PL-15

The Company accounts for investment tax credits using the deferral method of accounting.

The Company is accounting for the taxes due on future U.S. inclusions in taxable income related to global intangible low-taxed income as a current period expense when incurred (i.e., using the period cost method).

Pacific Life and its includable subsidiaries are included in the consolidated Federal income tax return and the combined California franchise tax return of PMHC and are allocated tax expense or benefit based principally on the effect of including their operations in these returns under a tax sharing agreement.  Certain of the Company’s non-insurance subsidiaries also file separate state tax returns, if necessary.  Some of the Company’s non-U.S. subsidiaries are subject to tax in Singapore and other jurisdictions.

On December 22, 2017, tax reform legislation formally known as the Tax Cuts and Jobs Act (the Act) was enacted, which significantly revised the U.S. corporate income tax system.  See Note 14.

CONTINGENCIES

The Company evaluates all identified contingent matters on an individual basis.  A loss is recorded if the contingent matter is probable of occurring and reasonably estimable.  The Company establishes reserves for these contingencies at the best estimate, or, if no one amount within the range of possible losses is more probable than any other, the Company records an estimated reserve at the low end of the range of losses.

SEPARATE ACCOUNTS

Separate accounts primarily include variable annuity and variable life contracts, as well as other guaranteed and non-guaranteed accounts.  Separate account assets are recorded at fair value and represent legally segregated contract holder funds.  A separate account liability is recorded equal to the amount of separate account assets.  Deposits to separate accounts, investment income and realized and unrealized gains and losses on the separate account assets accrue directly to contract holders and, accordingly, are not reflected in the consolidated statements of operations or cash flows.  Amounts charged to the separate account for mortality, surrender and expense charges are included in revenues as policy fees.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of financial instruments has been determined using available market information and appropriate valuation methodologies.  However, considerable judgment is often required to interpret market data used 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 material effect on the fair value of the financial instruments.  See Note 11.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-13.  This ASU removes, modifies, and adds certain disclosure requirements related to fair value measurements.  This ASU is effective for fiscal years beginning after December 15, 2019, however early adoption is permitted.  The Company early adopted this ASU as of December 31, 2018 and it did not have a material impact on the Company’s consolidated financial statement disclosures.

In 2018, the FASB issued ASU 2018-02.  This ASU permits retrospective reclassification of certain tax effects from accumulated other comprehensive income (AOCI) to retained earnings for stranded tax effects resulting from the Act.  This ASU is effective for fiscal years beginning after December 15, 2018, however early adoption is permitted for financial statements that have not yet been issued.  The Company early adopted this ASU and reclassified $285 million of deferred tax effects from AOCI to retained earnings as of December 31, 2017.  See the consolidated statements of equity and Note 12.

PL-16

In 2016, the FASB issued ASU 2016-01 that amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments.  The new guidance changes the current accounting guidance related to (i) the classification and measurement of certain equity investments, (ii) the presentation of changes in the fair value of financial liabilities measured under the fair value option that are due to instrument-specific credit risk, and (iii) certain disclosures associated with the fair value of financial instruments.  The new guidance most significantly impacts equity interests in limited partnership interests and joint ventures currently accounted for under the cost method which are now measured at fair value utilizing the NAV practical expedient in the Codification’s Financial Services - Investment Companies Topic.  Additionally, due to the elimination of historical classification guidance for equity securities (i.e., trading, available for sale), equity securities historically classified as trading and equity securities historically classified as available for sale all are now presented together as equity securities included in other investments and measured at fair value through net income.  The Company adopted this ASU on January 1, 2018 applying the modified retrospective approach.  The impact of this adoption on January 1, 2018 was an increase of $29 million to beginning retained earnings and a reduction of $3 million to AOCI.  See the consolidated statements of equity and Notes 5 and 11.  Upon adoption, $82 million of equity securities available for sale were reclassified to other investments.  In addition, equity securities of $375 million are no longer categorized as trading.

In 2016, the FASB issued ASU 2016-15 and ASU 2016-18 (the Cash Flow ASUs).  ASU 2016-15 provides guidance clarifying how certain cash receipts and cash payments should be classified.  ASU 2016-18 requires companies to include restricted cash within cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows.  The Company adopted the Cash Flow ASUs on January 1, 2018 and applied it retrospectively.  Adoption changed the Company’s presentation of restricted cash on the consolidated statements of cash flows with the inclusion of the restricted cash balance in the beginning and ending cash and cash equivalents balance and the elimination of the restricted cash activity in other financing activities, net within the net cash provided by financing activities.  As a result, net cash provided by financing activities increased $23 million and decreased $77 million for the years ended December 31, 2017 and 2016, respectively.

FUTURE ADOPTION OF ACCOUNTING PRONOUNCEMENTS

In 2018, the FASB issued targeted improvements to the accounting for long-duration insurance contracts, ASU 2018-12.  The objective of this guidance is to make improvements to the existing recognition, measurement, presentation, and disclosure requirements for long-duration contracts issued by an insurance entity.  The new guidance improves the timeliness of recognizing changes in the liability for future policy benefits for traditional long-duration contracts by requiring that underlying cash flow assumptions be reviewed and updated at least annually.  The rate used to discount future cash flows must be based on an upper-medium grade fixed income investment yield.  The change in the reserve estimate as a result of updating cash flow assumptions will be recognized in net income.  The change in the reserve estimate as a result of updating the discount rate assumption will be recognized in OCI.  The new guidance also creates a new category of market risk benefits (i.e., features that protect the contract holder from more than nominal capital market risk) for certain guarantees associated with contracts which are required to be measured at fair value with changes recognized in net income.  In addition, the new guidance simplifies the amortization of deferred policy acquisition costs and other similar capitalized balances (i.e., unearned revenue reserves) by requiring such costs to be amortized on a constant-level basis that approximates the straight-line method.  Lastly, the new guidance increases and enhances the disclosures related to long-duration insurance contracts.  The new guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years.  Early adoption is permitted.  The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In 2017, the FASB issued targeted improvements to accounting for hedging activities, ASU 2017-12.  The objective of this guidance is to improve the financial reporting of hedging relationships to better portray the economic results of a company’s risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance.  The new guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years.  The amended presentations and disclosure guidance is required only prospectively.  Adoption of this standard on January 1, 2019 did not have a material impact on the Company’s consolidated financial statements.

In 2016, the FASB issued ASU 2016-13 that provides guidance on the measurement of credit losses for certain financial assets.  This ASU replaces the incurred loss impairment methodology with one that reflects expected credit losses.  The measurement of expected credit losses should be based on historical loss information, current conditions, and reasonable and supportable forecasts.  The guidance also requires enhanced disclosures.  This ASU is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years with a cumulative-effect adjustment to retained earnings under a modified-retrospective approach.  Early adoption is permitted for fiscal years beginning after December 31, 2018, including interim periods within those fiscal years.  The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

PL-17

In 2016, the FASB issued ASU 2016-02 that provides guidance on leasing transactions.  The new guidance requires a lessee to recognize assets and liabilities for leases with lease terms of more than 12 months.  Consistent with current guidance, leases would be classified as finance or operating leases.  However, unlike current guidance, the new guidance will require both types of leases to be recognized on the consolidated statements of financial condition by the lessee.  Lessor accounting will remain largely unchanged from current guidance except for certain targeted changes.  The new guidance will also require new qualitative and quantitative disclosures.  This ASU is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, and requires a modified retrospective transition approach which includes a number of optional practical expedients.  Early adoption is permitted.  The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In 2014, the FASB issued ASU 2014-09, a new revenue recognition standard.  The new guidance will supersede nearly all existing revenue recognition guidance under U.S. GAAP; however, it will not impact the accounting for insurance contracts, leases, financial instruments and guarantees.  For those contracts that are impacted by the new guidance, the guidance will require an entity to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled, in exchange for those goods or services.  This ASU is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years and will be applied under a modified retrospective approach.  Adoption of this standard on January 1, 2019 did not have a material impact on the Company’s consolidated financial statements.

2.STATUTORY FINANCIAL INFORMATION AND DIVIDEND RESTRICTIONS

STATUTORY ACCOUNTING PRACTICES

Pacific Life prepares its regulatory financial statements in accordance with statutory accounting practices prescribed or permitted by the NE DOI, which is a comprehensive basis of accounting other than U.S. GAAP.  Statutory accounting practices primarily differ from U.S. GAAP by charging policy acquisition costs to expense as incurred, recognizing certain policy fees as revenue when billed, establishing future policy benefit liabilities using different actuarial assumptions, reporting surplus notes as surplus instead of debt, as well as the valuation of investments and certain assets and accounting for deferred income taxes on a different basis.

The NE DOI has a prescribed accounting practice for certain synthetic guaranteed interest contract (GIC) reserves that differs from National Association of Insurance Commissioners (NAIC) Accounting Practices and Procedures Manual (NAIC SAP).  The NE DOI reserve method is based on an annual accumulation of 30% of the contract fees on synthetic GICs and is subject to a maximum of 150% of the annualized contract fees.  This reserve amounted to $60 million and $59 million as of December 31, 2018 and 2017, respectively, and has been recorded by Pacific Life.  The NAIC SAP basis for this reserve equals the excess, if any, of the value of guaranteed contract liabilities over the market value of the assets in the segregated portfolio less deductions based on asset valuation reserve factors.  As of December 31, 2018 and 2017, the reserve for synthetic GICs using the NAIC SAP basis was zero.

STATUTORY NET INCOME AND SURPLUS

Statutory net income of Pacific Life was $869 million, $1,201 million and $850 million for the years ended December 31, 2018, 2017 and 2016, respectively.  Statutory capital and surplus of Pacific Life was $9,691 million and $9,313 million as of December 31, 2018 and 2017, respectively.

AFFILIATED REINSURANCE

Pacific Life cedes certain statutory reserves to affiliated special purpose financial insurance companies and affiliated captive reinsurance companies that are supported by a combination of cash, invested and other assets and third-party letters of credit or note facilities.  As of December 31, 2018, Pacific Life’s total statutory reserve credit was $2,448 million, of which $1,575 million was supported by third-party letters of credit and note facilities.  As of December 31, 2017, Pacific Life’s total statutory reserve credit was $2,224 million, of which $1,450 million was supported by third-party letters of credit and note facilities, as described below.

PL-18

Pacific Life utilizes affiliated reinsurers to mitigate the statutory capital impact of NAIC Model Regulation “Valuation of Life Insurance Policies” (Regulation XXX) and NAIC Actuarial Guideline 38 on the Company’s UL products with flexible duration no lapse guarantee rider (FDNLGR) benefits.  Pacific Alliance Reinsurance Company of Vermont (PAR Vermont) and Pacific Baleine Reinsurance Company (PBRC) are Vermont based special purpose financial insurance companies subject to regulatory supervision by the Vermont Department of Financial Regulation (Vermont Department).  PAR Vermont and PBRC are wholly owned subsidiaries of Pacific Life and accredited authorized reinsurers in Nebraska.  Pacific Life cedes certain level term life insurance to PBRC and FDNLGR benefits to PAR Vermont and PBRC.  Reinsurance ceded to PAR Vermont is net of the reinsurance ceded under an excess of loss reinsurance agreement with a commercial reinsurer.  Economic reserves, as defined in the PAR Vermont and PBRC reinsurance agreements, are supported by cash and invested and other assets, including funds withheld at Pacific Life.

Reserves in excess of the economic reserves held at PAR Vermont are supported by a letter of credit agreement provided by a highly rated bank, which has a maximum commitment amount of $843 million and a 20 year term expiring October 2031.  The letter of credit agreement is non-recourse to Pacific LifeCorp or any of its affiliates, other than PAR Vermont.  The letter of credit has been approved as an admissible asset by the Vermont Department for PAR Vermont statutory accounting.  As of December 31, 2018 and 2017, the letter of credit amounted to $794 million and $767 million, respectively, and was held in a trust with Pacific Life as beneficiary.  PAR Vermont admitted $794 million and $767 million as assets in its statutory financial statements as of December 31, 2018 and 2017, respectively.

Reserves in excess of the economic reserves held at PBRC are supported by a note facility with a maximum commitment amount of $1.6 billion.  This facility is non-recourse to Pacific Life or any of its affiliates, other than PBRC.  Through this facility, PBRC issued a surplus note with a maturity date of December 2046 and received a note receivable in return with a maturity date of December 2041.  The note receivable is credit enhanced by a highly rated third-party reinsurer for 22 years with a three year extension.  The note receivable has been approved as an admissible asset by the Vermont Department for PBRC statutory accounting.  As of December 31, 2018 and 2017, the note receivable amounted to $361 million and $263 million, respectively, and was held in a trust with Pacific Life as beneficiary.  PBRC admitted $361 million and $263 million as an asset in its statutory financial statements as of December 31, 2018 and 2017, respectively.

Pacific Life has reinsurance agreements with Pacific Life Reinsurance (Barbados) Ltd. (PLRB), an exempt life reinsurance company domiciled in Barbados and wholly owned by Pacific LifeCorp.  The underlying reinsurance is comprised of coinsurance and YRT treaties.  Pacific Life retroceded the majority of the underlying YRT U.S. treaties on a 100% coinsurance with funds withheld basis to PLRB (PLRB Agreement).  The PLRB Agreement is accounted for under deposit accounting for U.S. GAAP and as reinsurance under statutory accounting principles.  The statutory accounting reserve credit is supported by cash, funds withheld at Pacific Life and a $420 million letter of credit issued to PLRB by a highly rated bank for the benefit of Pacific Life, which expires August 2021.  In connection with the letter of credit, Pacific LifeCorp has provided a guarantee to the bank for certain obligations under the letter of credit agreement.  In addition, Pacific LifeCorp entered into a capital maintenance agreement with PLRB.

Pacific Annuity Reinsurance Company (PARC) is a captive reinsurance company subject to regulatory supervision by the Arizona Department of Insurance (AZ DOI) and wholly owned by Pacific LifeCorp.  PARC was formed to reinsure benefits provided by variable annuity contracts and contract rider guarantees issued by Pacific Life.  Base annuity contracts are reinsured on a modified coinsurance basis and the contract guarantees are reinsured on a coinsurance with funds withheld basis.  In December 2012, the effective date of the reinsurance agreement, Pacific Life ceded 5% of its inforce variable annuity business to PARC, after third-party reinsurance, and cedes 5% of new business issued thereafter.

RISK-BASED CAPITAL

Risk-based capital is a method developed by the 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.  Additionally, certain risks are required to be measured using actuarial cash flow modeling techniques, subject to formulaic minimums.  The adequacy of a company’s actual capital is measured by a comparison to the risk-based capital results.  Companies below minimum risk-based capital requirements are classified within certain levels, each of which requires specified corrective action.  As of December 31, 2018 and 2017, Pacific Life, Pacific Life & Annuity Company (PL&A), an Arizona domiciled life insurance company wholly owned by Pacific Life, PAR Vermont, and PBRC all exceeded the minimum risk-based capital requirements.

PL-19

DIVIDEND RESTRICTIONS

The payment of dividends by Pacific Life to Pacific LifeCorp is subject to restrictions set forth in the State of Nebraska insurance laws.  These laws require (i) notification to the NE DOI for the declaration and payment of any dividend and (ii) approval by the NE DOI for accumulated dividends within the preceding twelve months that exceed the greater of 10% of statutory policyholder surplus as of the preceding December 31 or statutory net gain from operations for the preceding twelve months ended December 31.  Generally, these restrictions pose no short-term liquidity concerns for Pacific LifeCorp.  Based on these restrictions and 2018 statutory results, Pacific Life could pay $927 million in dividends in 2019 to Pacific LifeCorp without prior approval from the NE DOI, subject to the notification requirement.  During the year ended December 31, 2017, Pacific Life paid dividends to Pacific LifeCorp of $160 million.  Pacific Life did not pay any dividends to Pacific LifeCorp during the years ended December 31, 2018 and 2016.

The payment of dividends by PL&A to Pacific Life is subject to restrictions set forth in the State of Arizona insurance laws.  These laws require (i) notification to the AZ DOI for the declaration and payment of any dividend and (ii) approval by the AZ DOI for accumulated dividends within the preceding twelve months that exceed the lesser of 10% of statutory surplus as regards to policyholders as of the preceding December 31 or statutory net gain from operations for the preceding twelve months ended December 31.  Based on these restrictions and 2018 statutory results, PL&A could pay $41 million in dividends to Pacific Life in 2019 without prior regulatory approval, subject to the notification requirement.  During the years ended December 31, 2018, 2017 and 2016, PL&A paid dividends to Pacific Life of $40 million, $40 million and $39 million, respectively.

3.VARIABLE INTEREST ENTITIES

The Company evaluates its interests in VIEs on an ongoing basis and consolidates those VIEs in which it has a controlling financial interest and is thus deemed to be the primary beneficiary.  A controlling financial interest has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.  Creditors or beneficial interest holders of VIEs, where the Company is the primary beneficiary, have no recourse against the Company in the event of default by these VIEs.

CONSOLIDATED VIEs

The following table presents, as of December 31, 2018 and 2017, the assets and liabilities, which the Company has consolidated because it is the primary beneficiary:

	Assets		Liabilities
	(In Millions)
December 31, 2018:
Commercial mortgage-backed securities	$	1,805	$	1,525
CLO and warehousing facilities	1,010		920
Sponsored investment funds	544		58
Other	35		81
Total	$	3,394	$	2,584
December 31, 2017:
Commercial mortgage-backed securities	$	1,805	$	1,525
CLO and warehousing facilities	681		612
Sponsored investment funds	380		72
Other	24		19
Total	$	2,890	$	2,228

PL-20

COMMERCIAL MORTGAGE-BACKED SECURITIES

The Company has purchased significant interests in multiple commercial mortgage-backed security trusts secured by commercial real estate properties (CMBS VIEs).  The trusts are classified as VIEs as they have no equity investment at risk and while no future equity infusions should be required to permit the entities to continue their activities, accounting guidance requires trusts with no equity at risk to be classified as VIEs.  The Company has determined that it is the primary beneficiary of the VIEs due to the significant control over the collateral the Company has in the event of a default.  The assets of the CMBS VIEs can only be used to settle their respective liabilities, and the Company is not responsible for any principal or interest shortfalls.  The Company’s exposure is limited to its investment of $279 million as of December 31, 2018 and 2017.  Non-recourse debt consolidated by the Company was $1,521 million as of December 31, 2018 and 2017 (included in CMBS VIE debt in Note 10).

CLO AND WAREHOUSING FACILITIES

The Company provides initial seed capital into sponsored CLO and warehousing facilities, which are classified as VIEs as they have insufficient equity investment at risk.  The Company has determined that it is the primary beneficiary of these VIEs due to its significant control as the collateral manager.  The Company has elected the FVO method of accounting for $954 million and $621 million of investments in the CLO and warehousing facilities as of December 31, 2018 and 2017, respectively.  The Company has also elected the FVO method of accounting for $880 million and $462 million of debt issued from the CLO as of December 31, 2018 and 2017, respectively.  The Company elected the FVO method of accounting for the investments and debt in order to measure both at fair value under a consistent methodology.  This debt is secured by broadly syndicated bank loans, is non-recourse to the Company and the Company is not responsible for any principal shortfalls from the underlying collateral.  Additionally, short-term non-recourse debt consolidated by the Company from warehousing facilities was zero and $50 million as of December 31, 2018 and 2017, respectively (included in other VIE debt in Note 10).

SPONSORED INVESTMENT FUNDS

The Company has leveraged internal expertise to bring investment strategies/products to sophisticated institutional investors and qualified institutional buyers.  Structured as limited partnerships, the Company has provided the initial investments to provide seed capital for these products for the purpose of refining the investment strategies and developing a performance history.  Based on the design and operation of these entities, the Company concluded that they are subject to consolidation under the VIE rules and that the Company is the primary beneficiary.   Short-term non-recourse debt consolidated by the Company was $55 million and $69 million as of December 31, 2018 and 2017, respectively (included in other VIE debt in Note 10).  The lines of credit associated with this debt have a $75 million borrowing capacity.  The Company’s unfunded commitment to the underlying investments of the limited partnerships was $726 million and $545 million as of December 31, 2018 and 2017, respectively.

FINANCING STRUCTURES

Aviation Capital Group LLC (ACG), an 80% owned indirect subsidiary of Pacific Life engaged in the acquisition and leasing of commercial aircraft, has participated in the design and formation of certain legal entities that are consolidated.  These legal entities enable ACG’s lenders to perfect their security interest in financing structures used to purchase, lease, and obtain financings secured by various aircraft.  These legal entities have entered into loans with various third parties and financial institutions which are primarily guaranteed by ACG and supported by secondary guarantees from either the Export-Import Bank of the United States (Ex-Im) or the export credit agencies of the UK, France and/or Germany (ECA).  Some of these legal entities are considered VIEs because they do not have sufficient equity investment at risk.  Additionally, ACG bears significant risk of loss (through guarantees of the loans recourse only to ACG), participates in gains through a capital lease and has the power to direct the activities that most significantly impact the economic performance of these legal entities.  Therefore, it has been determined that ACG is the primary beneficiary of these VIEs.

Aircraft with these financing structures as of December 31, 2018 and 2017, totaled $1,227 million and $1,396 million, respectively, and are included in aircraft, net.  Also, as of December 31, 2018 and 2017, debt, recourse only to ACG, associated with these financing structures totaled $534 million and $693 million, respectively, and are included in debt.  See Notes 6 and 10.

PL-21

NON-CONSOLIDATED VIEs

The following table presents the carrying amount and classification of the investments in VIEs in which the Company holds a variable interest but does not consolidate because it is not the primary beneficiary.  The Company has determined that it is not the primary beneficiary of these VIEs because it does not have the power to direct their most significant activities.  Also presented is the maximum exposure to loss which includes the carrying amount plus any unfunded commitments assuming the commitments are fully funded.

	Carrying Amount		Maximum Exposure to Loss
	(In Millions)
December 31, 2018:
Private equity	$	617	$	1,259
Real estate	92		120
Other	57		57
Total	$	766	$	1,436
December 31, 2017:
Mortgage loans	$	96	$	104
Private equity	547		965
Real estate	147		203
Other	15		15
Total	$	805	$	1,287

MORTGAGE LOANS

Included in mortgage loans was a non-recourse construction loan to a non-consolidated VIE, which was sold during 2018.

PRIVATE EQUITY

Private equity are limited partnership investment funds that are reported in other investments.

REAL ESTATE

Real estate are limited partnership investments that are unconsolidated and accounted for under the equity method which are reported in other investments.

OTHER NON-CONSOLIDATED VIEs NOT INCLUDED IN THE TABLE ABOVE

As part of normal investment activities, the Company will make passive investments in structured securities for which it is not the sponsor.  The structured security investments include residential mortgage-backed securities (RMBS), commercial mortgage-backed securities (CMBS), and other asset-backed securities which are reported in fixed maturity securities available for sale.  The Company has determined that it is not the primary beneficiary of these structured securities due to the fact that it does not control these entities.  The Company’s maximum exposure to loss for these investments is limited to its carrying amount.  See Note 5 for the net carrying amount and fair value of the structured security investments.

PL-22

4.DEFERRED POLICY ACQUISITION COSTS

Components of DAC are as follows:

	Years Ended December 31,
	2018			2017			2016
	(In Millions)
Balance, January 1	$	4,693		$	4,509		$	4,719
Additions:
Capitalized during the year	871			613			490
Amortization:
Impact of assumption unlockings	(38		)	40			(18		)
All other	(846		)	(407		)	(550		)
Total amortization	(884		)	(367		)	(568		)
Allocated to OCI	343			(62		)	(132		)
Balance, December 31	$	5,023		$	4,693		$	4,509

Components of the capitalized sales inducement balance included in the DAC asset are as follows:

	Years Ended December 31,
	2018			2017			2016
	(In Millions)
Balance, January 1	$	513		$	545		$	583
Deferred costs capitalized during the year	9			11			14
Amortization of deferred costs	(85		)	(43		)	(52		)
Balance, December 31	$	437		$	513		$	545

PL-23

5.INVESTMENTS

The net carrying amount, gross unrealized gains and losses, and fair value of available for sale securities are shown below.  The net carrying amount represents amortized cost adjusted for OTTI losses recognized in earnings and terminated fair value hedges.  Effective January 1, 2018, with the adoption of ASU 2016-01 (Note 1), equity securities available for sale were reclassified to equity securities at fair value and are excluded from the table below for December 31, 2018.  See Note 11 for information on the Company’s fair value measurements and disclosure.

	Net
	Carrying		Gross Unrealized
	Amount		Gains		Losses		Fair Value
	(In Millions)
December 31, 2018:
U.S. Government	$	54	$	6			$	60
Obligations of states and political subdivisions	1,172		124		$	3	1,293
Foreign governments	604		26		7		623
Corporate securities (1)	44,477		1,085		1,243		44,319
RMBS (2)	2,098		82		24		2,156
CMBS	1,300		14		21		1,293
Other asset-backed securities	1,407		44		15		1,436
Total fixed maturity securities	$	51,112	$	1,381	$	1,313	$	51,180

	Net
	Carrying		Gross Unrealized
	Amount		Gains		Losses		Fair Value
	(In Millions)
December 31, 2017:
U.S. Government	$	72	$	7			$	79
Obligations of states and political subdivisions	810		172				982
Foreign governments	489		44		$	1	532
Corporate securities (1)	39,099		2,675		168		41,606
RMBS (2)	1,846		92		13		1,925
CMBS	1,025		25		9		1,041
Other asset-backed securities	1,244		56		5		1,295
Total fixed maturity securities	$	44,585	$	3,071	$	196	$	47,460
Perpetual preferred securities	$	13	$	1			$	14
Other equity securities	65		3				68
Total equity securities	$	78	$	4	—		$	82

(1)Gross unrealized losses, for which OTTI has been recognized in earnings in current or prior periods, were $4 million and zero as of December 31, 2018 and 2017, respectively.

(2)Gross unrealized losses, for which OTTI has been recognized in earnings in current or prior periods, were $7 million as of December 31, 2018 and 2017.

PL-24

The net carrying amount and fair value of fixed maturity securities available for sale as of December 31, 2018, by contractual repayment date of principal, are shown below.  Expected maturities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Net
	Carrying		Gross Unrealized
	Amount		Gains		Losses		Fair Value
	(In Millions)
Due in one year or less	$	1,526	$	20	$	5	$	1,541
Due after one year through five years	9,365		172		87		9,450
Due after five years through ten years	19,875		196		617		19,454
Due after ten years	15,541		853		544		15,850
	46,307		1,241		1,253		46,295
Mortgage-backed and asset-backed securities	4,805		140		60		4,885
Total fixed maturity securities	$	51,112	$	1,381	$	1,313	$	51,180

The following tables present the fair value and gross unrealized losses on investments where the fair value has declined and remained continuously below the net carrying amount for less than twelve months and for twelve months or greater.

	Less than 12 Months				12 Months or Greater				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(In Millions)
December 31, 2018:
Obligations of states and political subdivisions	$	221	$	3					$	221	$	3
Foreign governments	118		4		$	28	$	3	146		7
Corporate securities	19,538		777		5,237		466		24,775		1,243
RMBS	418		8		382		16		800		24
CMBS	451		7		264		14		715		21
Other asset-backed securities	319		5		268		10		587		15
Total fixed maturity securities	$	21,065	$	804	$	6,179	$	509	$	27,244	$	1,313
December 31, 2017:
Foreign governments					$	29	$	1	$	29	$	1
Corporate securities	$	2,573	$	34	3,566		134		6,139		168
RMBS	145		1		389		12		534		13
CMBS	167		2		146		7		313		9
Other asset-backed securities	209		1		219		4		428		5
Total fixed maturity securities	3,094		38		4,349		158		7,443		196
Other investments	5		1		7		2		12		3
Total other investments	5		1		7		2		12		3
Total	$	3,099	$	39	$	4,356	$	160	$	7,455	$	199

The number of securities in an unrealized loss position for less than 12 months as of December 31, 2018 and 2017 were 1,745 and 352, respectively.  The number of securities in an unrealized loss position for 12 months or greater as of December 31, 2018 and 2017 were 571 and 372, respectively.

PL-25

The gross unrealized losses on available for sale investments in the tables above increased from $199 million as of December 31, 2017 to $1,313 million as of December 31, 2018.  The increase is primarily due to rising interest rates, as well as credit spread widening.

The Company has evaluated fixed maturity securities available for sale with gross unrealized losses and has determined that the unrealized losses are temporary.  The Company does not intend to sell the investments and it is more likely than not that the Company will not be required to sell the investments before recovery of their net carrying amounts.

The Company has a securities lending program whereby the Company lends fixed maturity securities (security loans) to financial institutions in short-term arrangements.  The Company received cash collateral (cash collateral liability) equal to 102% of the fair value of the loaned securities and monitors the fair value of loaned securities with additional collateral obtained, as necessary.  The gross carrying amounts are disclosed in the table below.  The borrowers of the loaned securities are permitted to sell or repledge those securities.  All securities lending agreements are callable by the Company at any time.  The contractual maturities on all securities lending arrangements are open as the related loaned security could be returned to the Company on the next business day, which would require the Company to immediately return the cash collateral.

Upon default of the borrower, the Company has the right to purchase replacement securities using the cash collateral held. Similarly, upon default of the Company, the borrower has the right to sell the loaned securities and apply the proceeds from such sale to the Company’s obligation to return the cash collateral held.  The Company has made an accounting policy election not to offset the loaned securities and cash collateral liabilities in its consolidated statements of financial condition.

The Company invests cash collateral received from its securities lending arrangements into repurchase agreements (reinvestment portfolio).  To manage the mismatch of maturity dates between the security lending transactions and the related reinvestment portfolio, the Company reinvests in highly liquid assets maturing within 90 days.  All repurchase agreements must be collateralized by U.S. Treasury Securities, U.S. Agency Securities, or U.S. Corporate bonds with fair value equals to 102% of the repurchase agreements.  Additionally, all repurchase agreements are indemnified by the Company’s securities lending agent against counterparty default.  When counterparty default and price movements of the collateral received present the primary risks for repurchase agreements, the Company mitigates such risks by mandating short maturities, applying proper haircuts, monitoring fair values daily, and securing indemnification from financial institutions with strong financial credit ratings.

The following table presents the Company’s security loans outstanding, reinvestment portfolio and the corresponding collateral held:

	December 31,
	2018		2017
	(In Millions)
Security loans outstanding, fair value (1)	$	1,254	$	797
Reinvestment portfolio, fair value (2)	1,296		824
Cash collateral liability (3)	1,296		824

(1)Included in fixed maturity securities available for sale, at fair value and comprised of corporate securities.

(2)Included in cash, cash equivalents, and restricted cash.  The reinvestment portfolio remaining contractual maturities as of December 31, 2018 are $571 million, $375 million and $350 million maturing in 30 days or less, 31 to 60 days and 61 to 90 days, respectively.

(3)Included in other liabilities.

PL-26

Major categories of investment income and related investment expense are summarized as follows:

	Years Ended December 31,
	2018		2017		2016
	(In Millions)
Fixed maturity securities	$	2,080	$	1,912	$	1,812
FVO securities	52		26		17
Mortgage loans	694		613		550
Real estate	187		148		120
Policy loans	216		212		205
Partnerships and joint ventures	215		115		39
Other	51		37		26
Gross investment income	3,495		3,063		2,769
Investment expense	248		223		182
Net investment income	$	3,247	$	2,840	$	2,587

The components of net investment gain are as follows:

	Years Ended December 31,
	2018			2017			2016
	(In Millions)
Fixed maturity securities:
Gross gains on sales	$	33		$	87		$	37
Gross losses on sales	(36		)	(9		)	(13		)
Total fixed maturity securities	(3		)	78			24
FVO securities and trading securities	(38		)	44			(3		)
Equity securities	(21		)	17			1
Real estate							78
Equity total return swaps	54			(215		)	(107		)
Equity futures	(3		)	(84		)	(215		)
Equity put options	9			(29		)
Equity call options	(256		)	343			98
Foreign currency and interest rate swaps	10			(17		)	(7		)
Synthetic GIC policy fees	44			45			44
Embedded derivatives:
Variable annuity GLB				322			316
Fixed indexed annuities	44			(128		)	(47		)
Life indexed accounts	228			(335		)	(100		)
Other	(8		)	(3		)	19
Other	(6		)	10			9
Net investment gain	$	54		$	48		$	110

PL-27

The tables below summarize OTTI by investment type:

	Recognized in Earnings		Recognized in OCI		Total
	(In Millions)
Year Ended December 31, 2018:
Corporate securities	$	8			$	8
RMBS	1				1
OTTI - fixed maturity securities	9		—		9
Real estate	6				6
Total OTTI	$	15	—		$	15
Year Ended December 31, 2017:
Corporate securities	$	8			$	8
RMBS	1				1
OTTI - fixed maturity securities	9		—		9
Other investments	2				2
Total OTTI	$	11	—		$	11
Year Ended December 31, 2016:
Corporate securities	$	22	$	3	$	25
RMBS	12		8		20
OTTI - fixed maturity securities	34		11		45
Real estate	2				2
Other investments	6				6
Total OTTI	$	42	$	11	$	53

The table below details the amount of OTTI attributable to credit losses recognized in earnings for which a portion was recognized in OCI:

	Years Ended December 31,
	2018			2017
	(In Millions)
Cumulative credit loss, January 1	$	174		$	174
Additions for credit impairments recognized on:
Securities not previously other than temporarily impaired				1
Total additions	—			1
Reductions for credit impairments previously recognized on:
Securities due to an increase in expected cash flows and time value of cash flows	(1		)	(1		)
Securities sold	(9		)
Total subtractions	(10		)	(1		)
Cumulative credit loss, December 31	$	164		$	174

PL-28

Net unrealized gain (loss) recognized in the consolidated statements of operations during the periods presented on securities still held at each period end is as follows:

	Years Ended December 31,
	2018			2017		2016
	(In Millions)
FVO securities	$	(29	)	$	33	$	(7	)
Trading securities	(10		)	7		1
Equity securities	(8		)
Other investments measured at NAV	35			17		8

The change in net unrealized gain (loss) on investments in available for sale securities is as follows:

	Years Ended December 31,
	2018			2017			2016
	(In Millions)
Available for sale securities:
Fixed maturity	$	(2,807	)	$	1,119		$	502
Equity (1)				(6		)	7
Total available for sale securities	$	(2,807	)	$	1,113		$	509

(1)Effective January 1, 2018, with the adoption of ASU 2016-01 (Note 1), available for sale equity securities were reclassified to equity securities at fair value through net income.

Trading securities, included in other investments, totaled $232 million and $624 million as of December 31, 2018 and 2017, respectively.  The cumulative net unrealized gain (loss) on trading securities held as of December 31, 2018 and 2017 was ($8) million and $9 million, respectively.

Mortgage loans are primarily collateralized by commercial properties mainly located throughout the U.S.  The geographic distribution of mortgage loans for the top five states or federal districts is as follows:

	December 31,
	2018		2017
	(In Millions)
Texas	$	2,481	$	2,460
California	2,219		2,033
New York	1,707		1,716
Washington	1,480		1,432
District of Columbia	1,116		1,160
Other	5,883		4,757
Total mortgage loans	$	14,886	$	13,558

Included in the December 31, 2018 and 2017 amounts for Texas and New York are $1,050 million and $750 million, respectively, consolidated from the CMBS VIEs (Note 3).  Included in the December 31, 2018 amounts for Other in the table above are $341 million and $164 million located in Canada and the UK, respectively.  Included in the December 31, 2017 amounts for Other in the table above are $383 million and $176 million located in Canada and the UK, respectively.  The Company did not have any mortgage loans with accrued interest more than 180 days past due as of December 31, 2018 or 2017.  As of December 31, 2018, there was no single mortgage loan investment that exceeded 10% of stockholder’s equity.

PL-29

The Company reviews the performance and credit quality of the mortgage loan portfolio on an on-going basis, including loan payment and collateral performance.  Collateral performance includes a review of the most recent collateral inspection reports and financial statements.  Analysts track each loan’s debt service coverage ratio (DCR) and loan-to-value ratio (LTV).  The DCR compares the collateral’s net operating income to its debt service payments.  DCRs less than 1.0 times indicate that the collateral operations do not generate enough income to cover the loan’s current debt payments.  A larger DCR indicates a greater excess of net operating income over the debt service.  The LTV compares the amount of the loan to the fair value of the collateral and is commonly expressed as a percentage.  LTVs greater than 100% indicate that the loan amount exceeds the collateral value.  A smaller LTV percentage indicates a greater excess of collateral value over the loan amount.

The loan review process will result in each loan being placed into a No Credit Concern category or one of three levels:  Level 1 Minimal Credit Concern, Level 2 Moderate Credit Concern or Level 3 Significant Credit Concern.  Loans in No Credit Concern category are performing and no issues are noted.  The collateral exhibits a strong DCR and LTV and there are no near term maturity concerns.  The loan credit profile and borrower sponsorship have not experienced any significant changes and remain strong.  For construction loans, projects are progressing as planned with no significant cost overruns or delays.

Level 1 loans are experiencing negative market pressure and outlook due to economic factors.  Financial covenants may have been triggered due to declines in performance.  Credit profile and/or borrower sponsorship remain stable but require monitoring.  Near term (6 months or less) maturity requires monitoring due to negative trends.  No impairment loss concerns exist under current conditions, however some possibility of loss may exist under stressed scenarios or changes in sponsorship financial strength.

Level 2 loans are experiencing significant or prolonged negative market pressure and uncertain outlook due to economic factors; financial covenants may have been triggered due to declines in performance and/or borrower may have requested covenant relief.  Loan credit profile, borrower sponsorship and/or collateral value may have declined or give cause for concern.  Near term maturity (12 months or less) coupled with negative market conditions, property performance and value and/or borrower stability result in increased refinance risk.

Level 3 loans are experiencing prolonged and/or severe negative market trends, declines in collateral performance and value, and/or borrower financial difficulties exist.  Borrower may have asked for modification of loan terms.  Without additional capital infusion and/or acceptable modification to existing loan terms, default is likely and foreclosure the probable alternative.  Impairment loss is possible depending on current fair market value of the collateral.  This category includes loans in default and previously impaired restructured loans that underperform despite modified terms and/or for which future loss is probable.

Loans classified as Level 2 or Level 3 are placed on a watch list and monitored weekly.  Loans that have been identified as Level 3 are evaluated to determine if the loan is impaired.  A loan is impaired if it is probable that amounts due according to the contractual terms of the loan agreement will not be collected.

As of  December 31, 2018, 2017 and 2016, there were 11, 14 and 14 loans with a book value of $93 million, $305 million and $307 million, respectively, that were considered impaired.  Since the fair value of the underlying collateral on these loans was greater than their carrying amount of the loans, no impairment loss was recorded.

PL-30

The following tables set forth mortgage loan credit levels as of December 31, 2018 and 2017 ($ In Millions):

	December 31, 2018
				Level 1			Level 2			Level 3
	No Credit Concern			Minimal Credit Concern			Moderate Credit Concern			Significant Credit Concern			Total
			Weighted			Weighted			Weighted			Weighted			Weighted
	Carrying		Average	Carrying		Average	Carrying		Average	Carrying		Average	Carrying		Average
Property Type	Amount		DCR	Amount		DCR	Amount		DCR	Amount		DCR	Amount		DCR
Agricultural	$	321	2.35										$	321	2.35
Apartment	1,464		1.71	$	45	1.09							1,509		1.69
Golf course	21		1.97	16		0.85	$	28	1.01	$	41	0.75	106		1.08
Industrial	90		1.54										90		1.54
Lodging	1,427		2.30	50		1.85							1,477		2.29
Mobile home park	187		3.06										187		3.06
Office	3,640		1.95	524		1.65				22		0.47	4,186		1.91
Office - VIE	750		3.44										750		3.44
Residential	43		1.44										43		1.44
Retail	2,972		2.14										2,972		2.14
Retail - VIE	1,050		2.64										1,050		2.64
Construction	1,808			387									2,195
Total	$	13,773	2.19	$	1,022	1.61	$	28	1.01	$	63	0.66	$	14,886	2.15

	December 31, 2017
				Level 1			Level 2			Level 3
	No Credit Concern			Minimal Credit Concern			Moderate Credit Concern			Significant Credit Concern			Total
			Weighted			Weighted			Weighted			Weighted			Weighted
	Carrying		Average	Carrying		Average	Carrying		Average	Carrying		Average	Carrying		Average
Property Type	Amount		DCR	Amount		DCR	Amount		DCR	Amount		DCR	Amount		DCR
Agricultural	$	115	2.11										$	115	2.11
Apartment	1,003		1.75	$	45	1.05							1,048		1.72
Golf course	22		2.19	16		0.82	$	41	1.00	$	50	0.81	129		1.11
Industrial	34		1.55				18		2.09				52		1.74
Lodging	1,376		2.41							175		0.88	1,551		2.24
Mobile home park	189		2.94										189		2.94
Office	3,307		2.05	446		1.36				21		0.49	3,774		1.96
Office - VIE	750		3.28										750		3.28
Residential	63		1.43										63		1.43
Retail	2,848		2.18										2,848		2.18
Retail - VIE	1,050		2.39										1,050		2.39
Construction	1,989												1,989
Total	$	12,746	2.23	$	507	1.31	$	59	1.33	$	246	0.83	$	13,558	2.16

Pacific Life is a member of the Federal Home Loan Bank (FHLB) of Topeka.  As of December 31, 2018, the Company has received advances of $68 million from the FHLB of Topeka and has issued funding agreements to the FHLB of Topeka.  The funding agreement liabilities are included in policyholder account balances (Note 8).  As of December 31, 2018, mortgage loans with a fair value of $194 million are in a custodial account pledged as approved collateral for the funding agreements.  The Company is required to purchase stock in FHLB of Topeka each time it receives an advance.  As of December 31, 2018, the Company holds $3 million of FHLB of Topeka stock, which is recorded in other investments.

Real estate investments totaled $1,571 million and $1,287 million as of December 31, 2018 and 2017, respectively.

PL-31

6.AIRCRAFT, NET

Aircraft, net, consists of the following:

	December 31,
	2018			2017
	(In Millions)
Aircraft	$	11,000		$	9,498
Accumulated depreciation	(1,984		)	(1,664		)
Aircraft, net	$	9,016		$	7,834

The following table presents, by year, the future minimum operating lease rentals ACG is due under noncancelable operating leases as of December 31, 2018 (In Millions):

Years Ended December 31:
2019	$	946
2020	875
2021	793
2022	707
2023	586
Thereafter	1,858
Total	$	5,765

Included in the table above are aircraft subleased to airlines with lease maturity dates ranging from 2021 to 2024 with total future rentals of $107 million.  The revenue related to these aircraft, included in aircraft leasing revenue, was $27 million for each of the years ended December 31, 2018, 2017 and 2016.  During 2011 to 2013, these aircraft were sold to third parties and subsequently leased back under operating leases with maturity dates ranging from 2023 to 2025 with total minimum future lease commitments on these operating leases of $120 million from 2019 to 2025.

As of December 31, 2018 and 2017, aircraft with a carrying amount of $1,422 million and $1,627 million, respectively, were assigned as collateral to secure debt (Note 10).  See Note 3 for amounts related to VIEs.

Aircraft and other assets held for sale totaled $235 million and $410 million as of December 31, 2018 and 2017, respectively, and are included in aircraft, net.

Included in aircraft, net, as of December 31, 2018 and 2017, are $167 million and $164 million, respectively, of net aircraft maintenance right assets that represent the difference between the maintenance return conditions specified in the lease and the actual physical maintenance condition of acquired aircraft at the purchase date.

During the years ended December 31, 2018, 2017 and 2016, ACG recognized aircraft impairments of $75 million, $156 million and $152 million, respectively, which are included in operating and other expenses.  See Note 11.

During the years ended December 31, 2018, 2017 and 2016, ACG had non cash transfers from aircraft orders and deposits (included in other assets) to aircraft, net of $551 million, $211 million and $319 million, respectively.

During the years ended December 31, 2018, 2017 and 2016, gains on the sale of aircraft of $33 million, $19 million and $11 million, respectively, were recognized and included in other income.

PL-32

In December 2017, TC Skyward Aviation U.S., Inc., a Delaware corporation (the Investor) and direct subsidiary of Tokyo Century Corporation, a Japanese corporation, purchased a 20% member interest in ACG.  At the request of ACG and subject to certain conditions, the Investor has also agreed to provide up to $600 million of additional equity capital to ACG through December 2020 in exchange for additional member interest in ACG.  If the Investor owns less than 30% member interest in ACG after December 2020, the Investor has the right, subject to certain conditions, to purchase additional interests up to an amount of 30% of the member interests of ACG.  In March 2019, the Investor contributed $200 million of equity capital to ACG.

See Note 17 for future aircraft purchase commitments.

7.DERIVATIVES AND HEDGING ACTIVITIES

The Company primarily utilizes derivative instruments to manage its exposure to interest rate risk, foreign currency risk and equity risk.  Derivative instruments are also used to manage the duration mismatch of assets and liabilities.  The Company utilizes a variety of derivative instruments including swaps, futures and options.  In addition, certain insurance products offered by the Company contain features that are separately accounted for as derivatives.

Accounting for derivatives requires the Company to recognize all derivative instruments as either assets or liabilities at fair value.  The accounting for changes in the fair value (i.e., gains or losses) of derivatives depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship.

DERIVATIVES NOT DESIGNATED AS HEDGING

Equity Derivatives

The Company utilizes equity derivatives to manage equity risk associated with embedded derivatives within certain insurance and reinsurance contracts. See below for further information on the Company’s embedded derivatives.

Equity total return swaps are swaps whereby the Company agrees to exchange the difference between the economic risk and reward of an equity index and a floating rate of interest, calculated by reference to an agreed upon notional amount.  Cash is paid and received over the life of the contract based on the terms of the swap.

Equity futures are exchange-traded transactions whereby the Company agrees to purchase or sell a specified number of contracts, the values of which are determined by the underlying equity indices, and to post variation margin on a daily basis in an amount equal to the change in the daily fair value of those contracts.  The Company is also required to pledge initial margin for all futures contracts.  The amount of required margin is determined by the exchange on which it is traded.

Equity put options involve the exchange of an upfront payment for the return, at the end of the option agreement, of the equity index below a specified strike price.

Equity call options are contracts to buy the index at a predetermined time at a contracted price.  These contracts involve the exchange of a premium payment (either paid up front or at the time of exercise) for the return, at the end of the option agreement, of the differentials in the index at the time of exercise and the strike price subject to a cap, net of option premiums.

Foreign Currency Interest Rate Swaps

The Company utilizes foreign currency interest rate swaps primarily to manage the currency risk associated with investments and liabilities that are denominated in foreign currencies.  Foreign currency interest rate swap agreements are used to convert fixed or floating rate foreign-denominated assets or liabilities to U.S. dollar fixed or floating rate assets or liabilities.  A foreign currency interest rate swap involves the exchange of an initial principal amount in two currencies and the agreement to re-exchange the currencies at a future date at an agreed-upon exchange rate.  There are also periodic exchanges of interest payments in the two currencies at specified intervals, calculated using agreed-upon interest rates, exchange rates, and the exchanged principal amounts.  The main currencies that the Company economically hedges are the euro, British pound, Canadian dollar, and Japanese yen (JPY).

PL-33

Interest Rate Swaps

The Company utilizes interest rate swaps to reduce market risk from changes in interest rates and other interest rate exposure arising from duration mismatches between assets and liabilities and to manage interest rate risk in variable annuity GLBs.  An interest rate swap agreement involves the exchange, at specified intervals, of interest payments resulting from the difference between fixed rate and floating rate interest amounts calculated by reference to an underlying notional amount.  Generally, no cash is exchanged at the outset of the contract and no principal payments are made by either party.

Synthetic GICs

The Company issues synthetic GICs to Employee Retirement Income Security Act of 1974 (ERISA) qualified defined contribution employee benefit plans (ERISA Plan) that are considered derivatives.  The ERISA Plan uses the contracts in its stable value fixed income option.  The Company receives a fee, recognized in net investment gain, for providing book value accounting for the ERISA Plan stable value fixed income option.  In the event that plan participant elections exceed the fair value of the assets or if the contract is terminated and at the end of the termination period the book value under the contract exceeds the fair value of the assets, then the Company is required to pay the ERISA Plan the difference between book value and fair value.  The Company mitigates the investment risk through pre-approval and monitoring of the investment guidelines, requiring high quality investments and adjustments to the plan crediting rates to compensate for unrealized losses in the portfolios.

Embedded Derivatives

The Company has certain insurance and reinsurance contracts that contain embedded derivatives.  When it is determined that the embedded derivative possesses economic and risk characteristics that are not clearly and closely related to those of the related insurance or reinsurance contract, and that a separate instrument with the same terms would qualify as a derivative instrument, it is separated from the host contract and accounted for as a stand-alone derivative.

The Company offers a rider on certain variable annuity contracts that guarantees net principal over a ten-year holding period, as well as riders on certain variable annuity contracts that guarantee a minimum withdrawal benefit over specified periods, subject to certain restrictions.  These variable annuity GLBs are considered embedded derivatives.  At inception, the Company attributes to the embedded derivative a portion of the projected future guarantee fees to be collected from the policyholder equal to the present value of projected future guaranteed benefits.

GLBs on variable annuity contracts issued between January 1, 2007 and March 31, 2009 are partially reinsured by third party reinsurers.  These reinsurance arrangements are used to offset a portion of the Company’s exposure to the variable annuity GLBs for the lives of the host variable annuity contracts issued.  The ceded portion of these variable annuity GLBs is considered an embedded derivative.  The Company also reinsures certain variable annuity contracts with guaranteed minimum benefits to an affiliated reinsurer.

The Company employs economic hedging strategies to mitigate equity and interest rate risk associated with the variable annuity GLBs not covered by reinsurance.  The Company utilizes equity total return swaps, equity futures and equity put options based upon domestic and international equity market indices to economically hedge the equity risk of the guarantees in its variable annuity products.  The Company also utilizes interest rate swaps to manage interest rate risk in variable annuity GLBs.

The Company offers fixed indexed annuity products where interest is credited to the policyholder’s account balance based on domestic and/or international equity index changes, subject to various caps or participation rates.  The indexed products contain embedded derivatives.  The Company utilizes equity total return swaps, equity futures and equity call options based upon broad market indices to economically hedge the interest credited to the policyholder based upon the underlying equity index.

The Company offers life insurance products with indexed account options.  The interest credited on the indexed accounts is a function of the underlying domestic or international equity index, subject to various caps, thresholds and participation rates.  The life insurance products with indexed accounts contain embedded derivatives.  The Company utilizes equity call options to economically hedge the interest credited to the policyholder based upon the underlying index for its life insurance products with indexed account options.

PL-34

The following table summarizes amounts recognized in net investment gain for derivatives not designated as hedging instruments.  Gains and losses include the changes in fair value of the derivatives and amounts realized on terminations.  The amounts presented do not include losses from the periodic net payments and amortization of $327 million, $506 million and $464 million for the years ended December 31, 2018, 2017 and 2016, respectively, which are recorded in net investment gain.

	Years Ended December 31,
	2018			2017			2016
	(In Millions)
Equity total return swaps	$	44		$	(13	)	$	(16	)
Equity put options	36			(4		)
Equity call options	41			530			248
Foreign currency and interest rate swaps	60			(30		)	27
Embedded derivatives:
Variable annuity GLBs	(145		)	166			155
Fixed indexed annuities	44			(128		)	(47		)
Life indexed accounts	228			(335		)	(100		)
Other	(8		)	(2		)	19
Total	$	300		$	184		$	286

DERIVATIVES DESIGNATED AS CASH FLOW HEDGES

The Company primarily utilizes foreign currency and interest rate swaps to manage its exposure to variability in cash flows due to changes in foreign currencies and benchmark interest rates.  These cash flows include those associated with existing assets and liabilities.  The maximum length of time over which the Company is hedging its exposure to variability in future cash flows for forecasted transactions does not exceed 15 years.

The effective portion of gains (losses) from changes in the fair value of foreign currency and interest rate swaps designated as cash flow hedges recognized in OCI was $31 million, ($18) million and $6 million for the years ended December 31, 2018, 2017 and 2016, respectively.   The ineffective portion of losses recognized in net investment gain was zero, $1 million and zero for the years ended December 31, 2018, 2017 and 2016, respectively.  No amounts were reclassified from AOCI to earnings due to forecasted cash flows that were no longer probable of occurring for the years ended December 31, 2018, 2017 and 2016.

All of the hedged forecasted transactions for cash flow hedges were determined to be probable of occurring for the years ended December 31, 2018, 2017 and 2016.

Over the next twelve months, the Company anticipates that an immaterial amount of deferred gains on derivative instruments in AOCI will be reclassified to earnings consistent with when the hedged forecasted transaction affects earnings.

PL-35

CONSOLIDATED FINANCIAL STATEMENT IMPACT

Derivative instruments are recorded at fair value and are presented as assets or liabilities based upon the net position for each derivative counterparty by legal entity, taking into account income accruals and net cash collateral.  The following table summarizes the notional amount and gross asset or liability derivative fair value and excludes the impact of offsetting asset and liability positions held with the same counterparty, cash collateral payables and receivables and income accruals.  See Note 11 for information on the Company’s fair value measurements and disclosure.

Notional amount represents a standard of measurement of the volume of over the counter (OTC) and exchange-traded derivatives.  Notional amount is not a quantification of market risk or credit risk and is not recorded in the consolidated statements of financial condition.  Notional amounts generally represent those amounts used to calculate contractual cash flows to be exchanged and are not paid or received, except for certain contracts such as currency swaps.

	December 31, 2018							December 31, 2017
	Notional		Fair Value					Notional		Fair Value
	Amount		Assets		Liabilities			Amount		Assets		Liabilities
	(In Millions)							(In Millions)
Derivatives designated as hedging instruments:
Foreign currency and interest rate swaps	$	550	$	24	$	10	(1)	$	394	$	3	$	22	(1)
Derivatives not designated as hedging instruments:
Equity total return swaps	824		45		1		(1)	1,174		1		13		(1)
Equity futures	2,305							1,074
Equity put options	256		32				(1)	242		2				(1)
Equity call options	9,642		86		78		(1)	6,214		398		2		(1)
Foreign currency and interest rate swaps	1,491		113		13		(1)	1,340		81		36		(1)
Synthetic GICs	23,342							21,623
Other								217
Embedded derivatives:
Variable annuity GLBs					1,057		(3)					846		(3)
Variable annuity GLB - reinsurance contracts			223				(2)			157				(2)
Fixed indexed annuities					732		(4)					465		(4)
Life indexed accounts					180		(4)					526		(4)
Other			9		38		(5)			24		37		(5)
Total derivatives not designated as hedging instruments	37,860		508		2,099			31,884		663		1,925
Total derivatives	$	38,410	$	532	$	2,109		$	32,278	$	666	$	1,947

Location on the consolidated statements of financial condition:

(1)Other investments and other liabilities

(2) Other assets

(3) Future policy benefits

(4) Policyholder account balances

(5) Other assets, policyholder account balances and other liabilities

PL-36

OFFSETTING ASSETS AND LIABILITIES

The following table reconciles the net amount of derivative assets and liabilities (excluding embedded derivatives) subject to master netting arrangements after the offsetting of collateral.  Gross amounts include income or expense accruals.  Gross amounts offset include cash collateral received or pledged limited to the gross fair value of recognized derivative assets or liabilities, net of accruals.  Excess cash collateral received or pledged is not included in the tables due to the foregoing limitation.  Gross amounts not offset include asset collateral received or pledged limited to the gross fair value of recognized derivative assets and liabilities.

	Gross Amounts of							Gross Amounts
	Recognized		Gross Amounts					Not Offset -
	Assets/Liabilities (1)		Offset (2)			Net Amounts		Asset Collateral (3)			Net Amounts
	(In Millions)
December 31, 2018:
Derivative assets	$	262	$	(220	)	$	42	$	(35	)	$	7
Derivative liabilities	250		(245		)	5					5
December 31, 2017:
Derivative assets	$	354	$	(266	)	$	88	$	(87	)	$	1
Derivative liabilities	74		(68		)	6					6

(1) As of December 31, 2018 and 2017, derivative assets include expense accruals of $29 million and $131 million, respectively, and derivative liabilities include expense accruals of $156 million and $1 million, respectively.

(2) As of December 31, 2018 and 2017, the Company received excess cash collateral of $11 million and $8 million, respectively, and provided excess cash collateral of $4 million and $4 million, respectively, which are not included in the table.

(3) As of December 31, 2018 and 2017, the Company accepted excess asset collateral of $2 million and $4 million, respectively, which are not included in the table.

Cash collateral received from counterparties was $99 million and $223 million as of December 31, 2018 and 2017, respectively.  This unrestricted cash collateral is included in cash, cash equivalents, and restricted cash and the obligation to return it is netted against the fair value of derivatives in other investments or other liabilities.  Cash collateral pledged to counterparties was $225 million and $60 million as of December 31, 2018 and 2017, respectively.  A receivable representing the right to call this collateral back from the counterparty is netted against the fair value of derivatives in other investments or other liabilities.  Net exposure to the counterparty is calculated as the fair value of all derivative positions with the counterparty, net of income or expense accruals and cash collateral paid or received.  If the net exposure to the counterparty is positive, the amount is reflected in other investments, whereas, if the net exposure to the counterparty is negative, the fair value is included in other liabilities.

As of December 31, 2018 and 2017, the Company had also accepted collateral, consisting of various securities, with a fair value of $37 million and $91 million, respectively, which are held in separate custodial accounts and are not recorded in the consolidated statements of financial condition.  The Company is permitted by contract to sell or repledge this collateral and as of December 31, 2018 and 2017, none of the collateral had been sold or repledged.  As of December 31, 2018 and 2017, the Company did not provide any collateral in the form of various securities.

CREDIT EXPOSURE AND CREDIT RISK RELATED CONTINGENT FEATURES

The Company is exposed to credit-related losses in the event of nonperformance by counterparties to OTC derivatives, which are bilateral contracts between two counterparties.  The Company manages credit risk by dealing with creditworthy counterparties, establishing risk control limits, executing legally enforceable master netting agreements, and obtaining collateral where appropriate.  In addition, the Company evaluates the financial stability of each counterparty before entering into each agreement and throughout the period that the financial instrument is owned.

The Company’s futures are transacted through regulated exchanges and variation margin is settled on a daily basis.  Therefore, the Company has minimal exposure to credit-related losses in the event of nonperformance by counterparties.  The Company is also required to pledge initial margin for all futures contracts.  The Company currently pledges cash to satisfy this collateral requirement.

PL-37

For OTC derivative transactions, the Company enters into legally enforceable master netting agreements which provide for the netting of payments and receipts with a single counterparty.  The net position with each counterparty is calculated as the aggregate fair value of all derivative instruments with each counterparty, net of income or expense accruals and collateral paid or received.  For all external counterparties, these master netting agreements include collateral arrangements with derivative counterparties, which requires positions be marked to market and margined on a daily basis by the daily settlement of variation margin.  The Company has minimal counterparty exposure to credit-related losses in the event of non performance by these counterparties.

There are no credit-contingent provisions in the Company’s collateral arrangements for its OTC derivatives that provide for a reduction of collateral thresholds in the event of downgrades in the financial strength ratings, assigned by certain independent rating agencies, of the Company and/or the counterparty.

The Company’s credit exposure is measured on a counterparty basis as the net positive fair value of all derivative positions with the counterparty, net of income or expense accruals and cash collateral received.  The Company’s credit exposure for OTC derivatives as of December 31, 2018 was $6 million.  The maximum exposure to any single counterparty was $2 million as of December 31, 2018.  All of the Company’s credit exposure from derivative contracts is with investment grade counterparties.

Certain of the OTC master agreements include a termination event clause associated with financial strength ratings assigned by certain independent rating agencies.  If these financial strength ratings were to fall below a specified level, as defined within each counterparty master agreement or if one of the rating agencies were to cease to provide a financial strength rating, the counterparty could terminate the master agreement with payment due based on the fair value of the underlying derivatives.  As of December 31, 2018, the Company’s financial strength ratings were above the specified level.

8.POLICYHOLDER LIABILITIES

POLICYHOLDER ACCOUNT BALANCES

Components of the liability for policyholder account balances is as follows:

	December 31,
	2018		2017
	(In Millions)
UL	$	29,915	$	28,651
Annuity and deposit liabilities	22,873		18,957
Fixed indexed annuity embedded derivatives	732		465
Life indexed account embedded derivatives	180		526
Funding agreements	178		166
Total	$	53,878	$	48,765

PL-38

FUTURE POLICY BENEFITS

Components of the liability for future policy benefits is as follows:

	December 31,
	2018		2017
	(In Millions)
Annuity reserves	$	10,358	$	10,134
Policy benefits (1)	2,883		2,808
URR (2)	1,994		1,501
Life insurance	1,435		1,218
Variable annuity GLB embedded derivatives	1,057		846
Closed Block liabilities	253		254
Other	115		134
Total	$	18,095	$	16,895

(1)As of December 31, 2018 and 2017, policy benefits consist primarily of $915 million and $851 million of liabilities for unpaid claims and $1,801 million and $1,812 million primarily representing certain single premium immediate annuity reserves, respectively.

(2)The Company annually revises certain assumptions to develop EGPs for its products subject to URR amortization.  The revised EGPs resulted in decreased URR amortization of $120 million, $43 million and $21 million for the years ended December 31, 2018, 2017 and 2016, respectively.

9.SEPARATE ACCOUNTS AND GUARANTEED BENEFIT FEATURES

The Company issues variable annuity contracts through separate accounts for which investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contract holder (traditional variable annuities).  These contracts also include various types of GMDB and GLB features.  For a discussion of certain GLBs accounted for as embedded derivatives, see Note 7.

The GMDBs provide a specified minimum return upon death.  Many of these death benefits are spousal, whereby a death benefit will be paid upon death of the first spouse.  The survivor has the option to terminate the contract or continue it and have the death benefit paid into the contract and a second death benefit paid upon the survivor’s death.  The GMDB features include those where the Company contractually guarantees to the contract holder either (a) return of no less than total deposits made to the contract less any partial withdrawals (return of net deposits), (b) the highest contract value on any contract anniversary date through age 80 minus any payments or partial withdrawals following the contract anniversary (anniversary contract value), or (c) the highest of contract value on certain specified dates or total deposits made to the contract less any partial withdrawals plus a minimum return (minimum return).

The guaranteed minimum income benefit (GMIB) is a GLB that provides the contract holder with a guaranteed annuitization value after 10 years.  Annuitization value is generally based on deposits adjusted for withdrawals plus a minimum return.  In general, the GMIB requires contract holders to invest in an approved asset allocation strategy.

The Company offers variable and fixed annuity contracts with guaranteed minimum withdrawal benefits for life (GMWBL) features.  The GMWBL is a GLB that provides, subject to certain restrictions, a percentage of a contract holder’s guaranteed payment base will be available for withdrawal for life starting no earlier than age 59.5, regardless of market performance.  The rider terminates upon death of the contract holder or their spouse if a spousal form of the rider is purchased.

PL-39

Information in the event of death on the various GMDB features outstanding was as follows (the Company’s variable annuity contracts with guarantees may offer more than one type of guarantee in each contract; therefore, the amounts listed are not mutually exclusive):

	December 31,
	2018		2017
	($ In Millions)
Return of net deposits:
Separate account value	$	45,795	$	52,825
Net amount at risk (1)	1,300		457
Average attained age of contract holders	68 years		67 years
Anniversary contract value:
Separate account value	$	11,845	$	14,061
Net amount at risk (1)	1,069		432
Average attained age of contract holders	69 years		69 years
Minimum return:
Separate account value	$	708	$	863
Net amount at risk (1)	208		363
Average attained age of contract holders	74 years		73 years

(1) Represents the amount of death benefit in excess of the current contract holder account balance as of December 31.

Information regarding GMIB and GMWBL features outstanding is as follows:

	December 31,
	2018		2017		2018		2017		2018		2017
	GMIB				GMWBL (2)				GMWBL (3)
	($ In Millions)				($ In Millions)				($ In Millions)
Separate account value	$	1,345	$	1,665	$	6,632	$	6,924
Net amount at risk (1)	284		148		861		153		$	101	$	80
Average attained age of contract holders	64 years		64 years		68 years		67 years		68 years		67 years

(1)GMIB net amount at risk represents the amount of estimated annuitization benefits in excess of the current contract holder account balance at December 31.  GMWBL net amount at risk represents the protected balance, as defined, in excess of account value at December 31.

(2)GMWBL related to variable annuities.

(3)GMWBL related to fixed annuities.

PL-40

The determination of GMDB, GMIB and GMWBL liabilities is based on models that involve a range of scenarios and assumptions, including those regarding expected market rates of return and volatility, contract surrender rates and mortality experience.  The following table summarizes the GMDB, GMIB and GMWBL liabilities, which are recorded in future policy benefits, and changes in these liabilities, which are reflected in policy benefits paid or provided:

	December 31,
	2018			2017			2018			2017			2018		2017		2018		2017
	GMDB						GMIB						GMWBL (1)				GMWBL (2)
	(In Millions)						(In Millions)						(In Millions)				(In Millions)
Balance, beginning of year	$	11		$	9		$	39		$	37		$	75	$	55	$	19	$	15
Changes in reserves	16			9			7			9			13		20		11		4
Benefits paid	(9		)	(7		)	(5		)	(7		)
Balance, end of year	$	18		$	11		$	41		$	39		$	88	$	75	$	30	$	19

(1)GMWBL related to variable annuities.

(2)GMWBL related to fixed annuities.

Variable annuity contracts with guarantees were invested in separate account investment options as follows:

	December 31,
	2018		2017
	(In Millions)
Asset type:
Equity	$	29,571	$	34,324
Bonds	13,335		15,536
Other	3,099		3,209
Total separate account value	$	46,005	$	53,069

In addition, the Company issues certain life insurance contracts whereby the Company contractually guarantees to the contract holder a death benefit even when there is insufficient value to cover monthly mortality and expense charges, whereas otherwise the contract would typically lapse.

FDNLGR liabilities are determined by estimating the expected value of FDNLGR costs incurred when the policyholder account balance is projected to be zero and recognizing those costs over the accumulation period based on total expected assessments.  The assumptions used in estimating the FDNLGR liability are consistent with those used for amortizing DAC.  The FDNLGR costs used in calculating the FDNLGR liability are based on the average FDNLGR costs incurred over a range of scenarios.

The following table summarizes the FDNLGR liability, which are recorded in future policy benefits, and changes in these liabilities, which are reflected in policy benefits paid or provided:

	Direct			Ceded			Net
	(In Millions)
Balance, January 1, 2017	$	725		$	195		$	530
Incurred guaranteed benefits	143			87			56
Paid guaranteed benefits	(5		)	(4		)	(1		)
Balance, December 31, 2017	863			278			585
Incurred guaranteed benefits	93			23			70
Paid guaranteed benefits	(6		)	(5		)	(1		)
Balance, December 31, 2018	$	950		$	296		$	654

PL-41

Information regarding life insurance contracts included in the FDNLGR liability is as follows:

	December 31,
	2018		2017
	($ In Millions)
Net amount at risk (1)	$	15,793	$	16,183
Average attained age of policyholders	62 years		61 years

(1)Represents the amount of death benefit in excess of the current policyholder account balance as of December 31.

10.DEBT AND FVO DEBT

SHORT-TERM DEBT AND REVOLVING CREDIT FACILITIES

	December 31,
	2018		2017
	(In Millions)
Short-term debt and revolving credit facilities:
Commercial paper	$	50
Credit facility recourse only to ACG	20		$	235
Commercial paper recourse only to ACG	96
Other VIE debt (Note 3)	55		119
Total short-term debt and revolving credit facilities	$	221	$	354

Pacific Life and PL&A

Pacific Life maintains a $700 million commercial paper program.  There was $50 million and zero commercial paper debt outstanding as of December 31, 2018 and 2017.  Interest is at variable rates and was 2.5% as of December 31, 2018.  In addition, Pacific Life has a bank revolving credit facility of $400 million maturing in June 2023 that will serve as a back-up line of credit to the commercial paper program.  Interest is at variable rates.  This facility had no debt outstanding as of December 31, 2018 and 2017, respectively.

Pacific Life and PL&A maintains uncommitted reverse repurchase lines of credit with various financial institutions.  These borrowings are at variable rates of interest based on collateral and market conditions.  There was no debt outstanding in connection with these reverse repurchase lines of credit as of December 31, 2018 and 2017.

Pacific Life is eligible to receive advances from the FHLB of Topeka based on a percentage of Pacific Life’s statutory general account assets provided it has sufficient available eligible collateral and is in compliance with the FHLB of Topeka requirements, debt covenant restrictions and insurance law and regulations.  The Company had estimated available eligible collateral of $1.1 billion as of December 31, 2018.  Interest is at variable or fixed rates.  The Company had no debt outstanding with the FHLB of Topeka as of December 31, 2018 and 2017.

PL&A is a member of the FHLB of San Francisco.  PL&A is eligible to receive advances from the FHLB of San Francisco based on a percentage of PL&A’s statutory net admitted assets provided it has sufficient available eligible collateral and is in compliance with the FHLB of San Francisco requirements and insurance law and regulations.  PL&A had estimated available eligible collateral of $24 million as of December 31, 2018.  Interest is at variable or fixed rates.  PL&A had no debt outstanding with the FHLB of San Francisco as of December 31, 2018 and 2017.

PL-42

Credit Facility and Commercial Paper Recourse Only to ACG

ACG has revolving credit facilities with banks totaling $1,860 million borrowing capacity as of December 31, 2018.  There was $20 million and $235 million outstanding in connection with these revolving credit facilities as of December 31, 2018 and 2017, respectively.  Interest on these loans is at variable rates, payable monthly and was 3.6% and 2.6% as of December 31, 2018 and 2017, respectively.  The facilities expire at various dates ranging from 2019 to 2023.  These credit facilities are recourse only to ACG.

In May 2018, ACG established a $1.5 billion commercial paper program which is back stopped by one of ACG’s revolving credit facilities.  This commercial paper program is recourse only to ACG.  This commercial paper program had $96 million outstanding as of December 31, 2018, with interest rates ranging from 2.8% to 2.9% that matured in January 2019.

LONG-TERM DEBT

	December 31, 2018							December 31, 2017
($ In Millions)	Carrying Amount			Maturity Date	Interest Rate	Interest Payment Frequency	Type	Carrying Amount
Long-term debt:
Surplus notes:
2017 surplus notes (1)	$	749		2067	4.3% (2)	Semiannually (2)	Fixed (2)	$	749
2013 internal surplus note (3)	405			2043	5.125%	Semiannually	Fixed	405
2010 internal surplus note (3)	56			2020	6.0%	Semiannually	Fixed	56
2009 surplus notes (1)	385			2039	9.25%	Semiannually	Fixed	385
1993 surplus notes (1)	134			2023	7.9%	Semiannually	Fixed	134
Fair value hedge adjustments - terminated interest rate swap agreements (4)	147							154
Non-recourse long-term debt:
Debt recourse only to ACG (5)	6,975			2019 to 2027	0.3% to 7.2%	Quarterly/Semiannually	Variable/ Fixed	5,724
Other non-recourse debt (6)	990			2019 to 2028	3.6% to 5.4%	Monthly	Variable/ Fixed	845
CMBS VIE debt (Note 5) (7)	1,521			2025 to 2044	3.5% to 3.6%	Monthly	Fixed	1,521
Total long-term debt	11,362							9,973
Total short-term debt and revolving credit facilities	221							354
Debt issuance cost	(78		)					(76		)
Total debt	$	11,505						$	10,251
FVO debt - VIE (Note 5)	$	880						$	462

PL-43

(1)The surplus notes are unsecured and subordinated to all present and future senior indebtedness and policy claims of Pacific Life.  All future payments of interest and principal on these surplus notes can be made only with the prior approval of the NE DOI.  The 1993 surplus notes may not be redeemed at the option of Pacific Life or any holder of the surplus notes.  Pacific Life may redeem all or a portion of the 2009 surplus notes at its option at the redemption price described under the terms of the notes and may redeem all or a portion of the 2017 surplus notes at its option at any time on or after October 24, 2047 at the redemption price described under the terms of the notes, subject to the prior approval of the NE DOI noted above.

(2)Represent rate, frequency and type through October 23, 2047.  Thereafter until maturity, interest is payable quarterly at a floating rate equal to three-month London Interbank Offered Rate (LIBOR) for deposits in U.S. dollars plus 2.796%.

(3)The NE DOI approved the issuance of an internal surplus note by Pacific Life to Pacific LifeCorp for $450 million (the 2010 internal surplus note) and $500 million (the 2013 internal surplus note).  The 2010 surplus note is unsecured and subordinated to all present and future senior indebtedness and policy claims of the Company.  The 2013 surplus note is an unsecured debt obligation of the Company and ranks equally with the Company’s existing and future surplus notes or similar obligations.  The 2013 surplus note is subordinated in right of payment to all other existing and future senior indebtedness of the Company and to present and future claims under insurance policies and annuity contracts issued by the Company.  All future payments of interest and principal on these internal surplus notes can be made only with the prior approval of the NE DOI.

(4)Pacific Life previously terminated interest rate swaps converting the 1993 surplus notes and 2009 surplus notes to variable rate notes.  As a result, fair value hedge adjustments were recorded to the net carrying amount of each note and are being amortized as a reduction to interest expense over the remaining life of the surplus notes using the effective interest method.  The total unamortized fair value hedge adjustments as of December 31, 2018 for the 1993 surplus notes and 2009 surplus notes were $23 million and $124 million, respectively.  The total unamortized fair value hedge adjustments as of December 31, 2017 for the 1993 surplus notes and 2009 surplus notes were $28 million and $126 million, respectively.

(5)As of December 31, 2018 and 2017, $664 million and $843 million, respectively, was outstanding on secured loans that are guaranteed by the Ex-Im bank or by the ECA.  The secured loans amount includes $534 million and $693 million related to VIEs as of December 31, 2018 and 2017, respectively.  See Note 3.  As of December 31, 2018 and 2017, $6,311 million and $4,881 million, respectively, was outstanding on senior unsecured notes and loans entered into with third parties.

(6)As of December 31, 2018 and 2017, $939 million and $794 million, respectively, was outstanding on various real estate property related loans entered into by certain subsidiaries of Pacific Asset Holding LLC, a wholly owned subsidiary of Pacific Life.  The real estate property related loans amount includes $18 million related to other VIEs as of December 31, 2018 and 2017.  These loans are secured by real estate properties.  Also included in other non-recourse debt is $51 million as of December 31, 2018 and 2017 on a secured borrowing due to an unrelated third party.  The collateral for the amount borrowed is a participation interest in two of the Company’s commercial mortgage loans that are secured by real estate property.

(7)This debt is secured by commercial real estate property and the Company is not responsible for any principal or interest shortfalls from the underlying collateral.  See Note 3.

PL-44

The following tables summarize the principal activity of long-term debt (excluding debt issuance costs):

(In Millions)	January 1, 2018		Principal Issuances (1)		Repayments (2)			Other (3)			December 31, 2018
Surplus notes	$	1,729									$	1,729
Fair value hedge adjustments	154							$	(7	)	147
Non-recourse long-term debt:
Debt recourse only to ACG	5,724		$	2,552	$	(1,298	)	(3		)	6,975
Other non-recourse debt	845		147		(2		)				990
CMBS VIE debt	1,521										1,521
Total long-term debt	$	9,973	$	2,699	$	(1,300	)	$	(10	)	$	11,362

(In Millions)	January 1, 2017		Principal Issuances (1)		Repayments (2)			Other (3)			December 31, 2017
Surplus notes	$	1,715	$	750	$	(736	)				$	1,729
Fair value hedge adjustments	243							$	(89	)	154
Note payable to Pacific LifeCorp	15				(15		)				—
Non-recourse long-term debt:
Debt recourse only to ACG	4,243		1,761		(271		)	(9		)	5,724
Other non-recourse debt	446		421		(22		)				845
CMBS VIE debt	1,521										1,521
Total long-term debt	$	8,183	$	2,932	$	(1,044	)	$	(98	)	$	9,973

(1)Principal issuances excludes original issue discount fees and debt issuance costs.

(2)Repayments include paydowns, redemptions or retirements pursuant to a tender offer.  Partial retirements pursuant to a tender offer are accounted for as extinguishments of debt and any losses are recognized in interest expense in the year in which the retirement occurs.  Losses of $89 million were recognized during the year ended December 31, 2017 from the extinguishments of surplus notes, net of fair value hedge adjustments.

(3)Other includes amortization of fair value hedge adjustments, debt discounts/premiums and related amortization, foreign currency adjustments or other immaterial adjustments.

Certain of the Company’s debt instruments and credit facilities contain various administrative, reporting, legal and financial covenants.  The Company believes it was in compliance with all such covenants as of December 31, 2018.

PL-45

The following summarizes aggregate scheduled principal payments during the next five years and thereafter:

			Non-recourse Debt
			Debt		Other
	Surplus		Recourse		Non-recourse
	Notes		Only to ACG		Debt		Total
	(In Millions)
Years Ending December 31:
2019			$	366	$	46	$	412
2020	$	56	956		275		1,287
2021			1,679		87		1,766
2022			1,083		31		1,114
2023	134		1,033		49		1,216
Thereafter	1,545		1,885		484		3,914
Total	$	1,735	$	7,002	$	972	$	9,709

The table above excludes short-term debt, revolving credit facilities, VIE debt, fair value hedge adjustments and original issue discount fees of $33 million.  ACG VIE debt is included in the table above as it is recourse to ACG.

FVO DEBT

As of December 31, 2018 and 2017, the Company had FVO debt from CLOs classified as VIEs (Note 3) of $880 million and $462 million, respectively, with floating interest rates that range from three month LIBOR plus 1.09% to 6.68%, with maturities ranging from 2029 to 2031.  This debt is secured by broadly syndicated bank loans, is non-recourse to the Company and the Company is not responsible for any principal or interest shortfalls from the underlying collateral.

11.FAIR VALUE OF FINANCIAL INSTRUMENTS

The Codification’s Fair Value Measurements and Disclosures Topic establishes a hierarchy that prioritizes the inputs of valuation methods used to measure fair value for financial assets and financial liabilities that are carried at fair value.  The determination of fair value requires the use of observable market data when available.  The hierarchy consists of the following three levels that are prioritized based on observable and unobservable inputs.

Level 1Unadjusted quoted prices for identical instruments in active markets.  Level 1 financial instruments include securities that are traded in an active exchange market.

Level 2Observable inputs other than Level 1 prices, such as quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in inactive markets; and model-derived valuations for which all significant inputs are observable market data.

Level 3Valuations derived from valuation techniques in which one or more significant inputs are not market observable.

PL-46

The following tables present, by fair value hierarchy level, the Company’s financial assets and liabilities that are carried at fair value as of December 31, 2018 and 2017.

	Level 1		Level 2		Level 3		Gross Derivatives Fair Value		Netting Adjustments (1)			Total
	(In Millions)
December 31, 2018:
Assets:
U.S. Government			$	60								$	60
Obligations of states and political subdivisions			1,270		$	23						1,293
Foreign governments			623									623
Corporate securities			42,612		1,707							44,319
RMBS			2,146		10							2,156
CMBS			1,272		21							1,293
Other asset-backed securities			1,078		358							1,436
Total fixed maturity securities	—		49,061		2,119		—		—			51,180
FVO securities			1,488									1,488
Other investments:
Trading securities			232									232
Equity securities	$	68	163									231
Other investments (2)			118		8							126
Other investments measured at NAV (4)												762
Total other investments	68		513		8		—		—			1,351
Derivatives:
Foreign currency and interest rate swaps			137				$	137	$	(63	)	74
Equity derivatives					163		163		(150		)	13
Embedded derivatives					232		232					232
Total derivatives	—		137		395		532		(213		)	319
Separate account assets:
Separate account assets	53,390											53,390
Separate account assets measured at NAV (4)												319
Total separate account assets (5)	53,390		—		—		—		—			53,709
Total	$	53,458	$	51,199	$	2,522	$	532	$	(213	)	$	108,047
Liabilities:
FVO debt			$	880								$	880
Derivatives:
Foreign currency and interest rate swaps			23				$	23	$	(63	)	(40		)
Equity derivatives					$	79	79		(150		)	(71		)
Embedded derivatives					2,007		2,007					2,007
Total derivatives	—		23		2,086		2,109		(213		)	1,896
Total	—		$	903	$	2,086	$	2,109	$	(213	)	$	2,776

PL-47

	Level 1		Level 2		Level 3		Gross Derivatives Fair Value		Netting Adjustments (1)			Total
	(In Millions)
December 31, 2017:
Assets:
U.S. Government			$	79								$	79
Obligations of states and political subdivisions			958		$	24						982
Foreign governments			504		28							532
Corporate securities			40,130		1,476							41,606
RMBS			1,910		15							1,925
CMBS			941		100							1,041
Other asset-backed securities			921		374							1,295
Total fixed maturity securities	—		45,443		2,017		—		—			47,460
Perpetual preferred securities			14									14
Other equity securities	$	68										68
Total equity securities	68		14		—		—		—			82
FVO securities			1,182									1,182
Other investments:
Trading securities	375		249									624
Other investments (3)	36		120		5							161
Other investments measured at NAV (4)												275
Total other investments	411		369		5		—		—			1,060
Derivatives:
Foreign currency and interest rate swaps			84				$	84	$	(79	)	5
Equity derivatives					401		401		(262		)	139
Embedded derivatives					181		181					181
Total derivatives	—		84		582		666		(341		)	325
Separate account assets:
Separate account assets	61,067		110									61,177
Separate account assets measured at NAV (4)												279
Total separate account assets (5)	61,067		110		—		—		—			61,456
Total	$	61,546	$	47,202	$	2,604	$	666	$	(341	)	$	111,565
Liabilities:
FVO debt			$	462								$	462
Derivatives:
Foreign currency and interest rate swaps			58				$	58	$	(79	)	(21		)
Equity derivatives					$	15	15		(262		)	(247		)
Embedded derivatives					1,874		1,874					1,874
Total derivatives	—		58		1,889		1,947		(341		)	1,606
Total	—		$	520	$	1,889	$	1,947	$	(341	)	$	2,068

(1)Netting adjustments represent the impact of offsetting asset and liability positions held with the same counterparty as permitted by guidance for offsetting in the Codification’s Derivatives and Hedging Topic.

(2)Excludes investments accounted for under the equity method of accounting.

(3)Excludes investments accounted for under the equity and cost methods of accounting.

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(4)In accordance with the Codification’s Fair Value Measurement Topic 820-10, certain investments that do not have a readily determinable fair value are measured using the NAV per share (or its equivalent) practical expedient and have not been classified in the fair value hierarchy.  The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated statements of financial condition.

(5)Separate account assets are measured at fair value.  Investment performance related to separate account assets is offset by corresponding amounts credited to contract holders whose liability is recorded in the separate account liabilities.  Separate account liabilities are measured to equal the fair value of separate account assets as prescribed by guidance in the Codification’s Financial Services — Insurance Topic for accounting and reporting of certain non traditional long-duration contracts and separate accounts.  Excluded are the separate account assets measured at NAV discussed below.

As a practical expedient to value certain investments that do not have a readily determinable fair value, the Company uses the NAV to determine the fair value.  The following table lists information regarding these investments as of December 31, 2018 ($ In Millions).

Asset Class and Investment Strategy (1)	Fair Value		Redemption Frequency	Remaining Lock-Up Period	Redemption Notice Period	Outstanding Commitment
Hedge fund	$	25	Monthly	None	45 – 90 days
			Quarterly
			Semi-Annually
			Annually
Private equity funds (2)	737		None (3)	N/A	N/A	$	1,077
Separate account hedge funds	319		Monthly	None to 4 years	5 – 120 days
			Quarterly
			Semi-Annually
			Annually
Total measured at NAV	$	1,081				$	1,077

(1)Investment strategies related to private equity funds include multi-strategy primarily invested in leveraged buy-out, growth equity, private credit, and secondary funds.  Investment strategies related to separate account hedge funds include multi-strategy primarily invested in U.S. and international equity and fixed income.

(2)Effective January 1, 2018, with the adoption of ASU 2016-01 (Note 1), certain cost method private equity investments were reclassified as investments recorded at fair value using NAV as a practical expedient.

(3)Distributions by these investments are generated from liquidation of the underlying assets of the funds, which are determined by the general partner.  The Company is not aware of any announcements of planned liquidations.

FAIR VALUE MEASUREMENT

The Codification’s Fair Value Measurements and Disclosures Topic defines fair value as the price that would be received to sell the asset or paid to transfer the liability at the measurement date.  This “exit price” notion is a market-based measurement that requires a focus on the value that market participants would assign for an asset or liability.

The following section describes the valuation methodologies used by the Company to measure various types of financial instruments at fair value and the controls that surround the valuation process.  The Company reviews its valuation methodologies and controls on an ongoing basis and assesses whether these methodologies are appropriate based on the current economic environment.

FIXED MATURITY, FVO, TRADING AND EQUITY SECURITIES

The fair values of fixed maturity securities available for sale, FVO, trading and equity securities are determined by management after considering external pricing sources and internal valuation techniques.  For securities with sufficient trading volume, prices are obtained from third-party pricing services.  For securities that are traded infrequently, fair values are determined after evaluating prices obtained from third-party pricing services and independent brokers or are valued internally using various valuation techniques.

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The Company’s management analyzes and evaluates prices received from independent third parties and determines whether they are reasonable estimates of fair value.  Management’s analysis may include, but is not limited to, review of third-party pricing methodologies and inputs, analysis of recent trades, comparison to prices received from other third parties, and development of internal models utilizing observable market data of comparable securities.  The Company assesses the reasonableness of valuations received from independent brokers by considering current market dynamics and current pricing for similar securities.

For prices received from independent pricing services, the Company applies a formal process to challenge any prices received that are not considered representative of fair value.  If prices received from independent pricing services are not considered reflective of market activity or representative of fair value, independent non-binding broker quotations are obtained, or an internally-developed valuation is prepared.  Upon evaluation, the Company determines which source represents the best estimate of fair value.  Overrides of third-party prices to internally-developed valuations of fair value did not produce material differences in the fair values for the majority of the portfolio.  In the absence of such market observable activity, management’s best estimate is used.

Internal valuation techniques include matrix model pricing and internally-developed models, which incorporate observable market data, where available.  Securities priced by the matrix model are primarily comprised of private placement securities.  Matrix model pricing measures fair value using cash flows, which are discounted using observable market yield curves provided by a major independent data service.  The matrix model determines the discount yield based upon significant factors that include the security’s weighted average life, rating and sector.

Where matrix model pricing is not used, fair values are determined by other internally-derived valuation tools which use market-observable data if available.  Generally, this includes using an actively-traded comparable security as a benchmark for pricing.  These internal valuation methods primarily represent discounted cash flow models that incorporate significant assumptive inputs such as spreads, discount rates, default rates, severity, and prepayment speeds.  These inputs are analyzed by the Company’s portfolio managers and analysts, investment accountants and risk managers.  Internally-developed estimates may also use unobservable data, which reflect the Company’s own assumptions about the inputs market participants would use.

Most securities priced by a major independent third-party pricing service and private placement securities that use the matrix model have been classified as Level 2, as management has verified that the significant inputs used in determining their fair values are market observable and appropriate.  Externally priced securities for which fair value measurement inputs are not sufficiently transparent, such as securities valued based on independent broker quotations, have been classified as Level 3.  Internally valued securities, including adjusted prices received from independent third parties, where significant management assumptions have been utilized in determining fair value, have been classified as Level 3.  Securities categorized as Level 1 consist primarily of investments in mutual funds.

The Company applies controls over the valuation process.  Prices are reviewed and approved by the Company’s credit analysts that have industry expertise and considerable knowledge of the issuers.  Management performs validation checks to determine the completeness and reasonableness of the pricing information, which include, but are not limited to, changes from identified pricing sources, significant or unusual price fluctuations above predetermined tolerance levels from the prior period, and back-testing of fair values against prices of actual trades.  A group comprised of the Company’s investment accountants, portfolio managers and analysts and risk managers meet to discuss any unusual items above the tolerance levels that may have been identified in the pricing review process.  These unusual items are investigated, further analysis is performed and resolutions are appropriately documented.

OTHER INVESTMENTS

Other investments include non-marketable equity securities that do not have readily determinable fair value.  Certain significant inputs used in determining the fair value of these equities are based on management assumptions or contractual terms with another party that cannot be readily observable in the market.  These non-marketable equity securities are classified as Level 3 assets.  Also included in other investments are the securities of the 40 Act Funds, which are valued using the same methodology as described above for fixed maturity, FVO, trading and equity securities.

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DERIVATIVE INSTRUMENTS

Derivative instruments are reported at fair value using pricing valuation models, which utilize market data inputs or independent broker quotations or exchange prices for exchange-traded futures.  The Company calculates the fair value of derivatives using market standard valuation methodologies for foreign currency and interest rate swaps and equity options. Internal models are used to value the equity total return swaps.  The derivatives are valued using mid-market inputs that are predominantly observable in the market.  Inputs include, but are not limited to, interest swap rates, foreign currency forward and spot rates, credit spreads and correlations, interest volatility, equity volatility and equity index levels.  On a monthly basis, the Company performs an analysis of derivative valuations, which includes both quantitative and qualitative analyses.  Examples of procedures performed include, but are not limited to, review of pricing statistics and trends, analysis of the impacts of changes in the market environment, and review of changes in the market value for each derivative by both risk managers and investment accountants.  Internally calculated fair values are reviewed and compared to external broker fair values for reasonableness.

Substantially all of the OTC derivatives were priced by valuation models as of December 31, 2018 and 2017.  A credit valuation analysis was performed for all derivative positions that are uncollateralized to measure the nonperformance risk that the counterparties to the transaction will be unable to perform under the contractual terms and was determined to be immaterial as of December 31, 2018.  Nonperformance risk is the Company’s market-perceived risk of its own or the counterparty’s nonperformance.

Derivative instruments classified as Level 2 primarily include foreign currency and interest rate swaps.  The derivative valuations are determined using pricing models with inputs that are observable in the market or can be derived principally from or corroborated by observable market data, primarily interest swap rates, interest rate volatility and foreign currency forward and spot rates.

Derivative instruments classified as Level 3 include complex derivatives, such as equity options and total return swaps.  Also classified in Level 3 are embedded derivatives in certain insurance and reinsurance contracts.  These derivatives are valued using pricing models, which utilize both observable and unobservable inputs, primarily interest rate volatility, equity volatility, equity index levels, nonperformance risk, and, to a lesser extent, market fees and broker quotations.  A derivative instrument containing Level 2 inputs will be classified as a Level 3 financial instrument in its entirety if it has at least one significant Level 3 input.

VARIABLE ANNUITY GLB EMBEDDED DERIVATIVES

Fair values for variable annuity GLB and related reinsurance embedded derivatives are calculated based upon significant unobservable inputs using internally developed models because active, observable markets do not exist for those items.  As a result, variable annuity GLB and related reinsurance embedded derivatives are categorized as Level 3.  Below is a description of the Company’s fair value methodologies for these embedded derivatives.

Fair value is calculated as an aggregation of fair value and additional risk margins including behavior risk margin, mortality risk margin and credit standing adjustment.  The resulting aggregation is reconciled or calibrated, if necessary, to market information that is, or may be, available to the Company, but may not be observable by other market participants.  Each of the components described below are unobservable in the market place and requires subjectivity by the Company in determining their value.

·Behavior risk margin:  This component adds a margin that market participants would require for the risk that the Company’s assumptions about policyholder behavior used in the fair value model could differ from actual experience.  This component includes assumptions about withdrawal utilization and lapse rates.

·Mortality risk margin:  This component adds a margin in mortality assumptions, both for decrements for policyholders with GLBs, and for expected payout lifetimes in guaranteed minimum withdrawal benefits.

·Credit standing adjustment:  This component makes an adjustment that market participants would make to reflect the chance that GLB obligations or the GLB reinsurance recoverables will not be fulfilled (nonperformance risk).

SEPARATE ACCOUNT ASSETS

Separate account assets are reported at fair value as a summarized total on the consolidated statements of financial condition.  The fair value of separate account assets is based on the fair value of the underlying assets.  Separate account assets are primarily invested in mutual funds, but also have investments in fixed maturity securities and hedge funds.

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Level 1 assets include mutual funds that are valued based on reported NAVs provided by fund managers daily and can be redeemed without restriction.  Management performs validation checks to determine the reasonableness of the pricing information, which include, but are not limited to, price fluctuations above predetermined thresholds from the prior day and validation against similar funds or indices.  Variances are investigated, further analysis is performed and resolutions are appropriately documented.

Level 2 assets include fixed maturity securities.  The pricing methodology and valuation controls are the same as those previously described in fixed maturity securities available for sale.

LEVEL 3 RECONCILIATION

The tables below present reconciliations of the beginning and ending balances of the Level 3 financial assets and liabilities, net, that have been measured at fair value on a recurring basis using significant unobservable inputs.

				Total Gains or Losses					Transfers		Transfers
	January 1,			Included in		Included in			Into		Out of												December 31,
	2018			Earnings		OCI			Level 3		Level 3			Purchases			Sales			Settlements			2018
	(In Millions)
Obligations of states and political subdivisions	$	24				$	(1	)															$	23
Foreign governments	28					(2		)			$	(25	)							$	(1	)	—
Corporate securities	1,476			$	13	(93		)	$	27	(119		)	$	718		$	(224	)	(91		)	1,707
RMBS	15					3			1		(156		)	155						(8		)	10
CMBS	100					(4		)	2		(96		)	19									21
Other asset-backed securities	374			1		(10		)	10		(72		)	97						(42		)	358
Total fixed maturity securities	2,017			14		(107		)	40		(468		)	989			(224		)	(142		)	2,119
Other investments	5													4			(1		)				8
Derivatives, net: (1)
Equity derivatives	386			52							84									(438		)	84
Embedded derivatives	(1,693		)	119										(659		)				458			(1,775		)
Total derivatives	(1,307		)	171		—			—		84			(659		)	—			20			(1,691		)
Total	$	715		$	185	$	(107	)	$	40	$	(384	)	$	334		$	(225	)	$	(122	)	$	436

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				Total Gains or Losses						Transfers		Transfers
	January 1,			Included in			Included in			Into		Out of												December 31,
	2017			Earnings			OCI			Level 3		Level 3			Purchases			Sales			Settlements			2017
	(In Millions)
Obligations of states and political subdivisions	$	26					$	(3	)	$	2										$	(1	)	$	24
Foreign governments	49						(1		)	1		$	(18	)							(3		)	28
Corporate securities	1,587			$	67		57			54		(512		)	$	534		$	(178	)	(133		)	1,476
RMBS	35						2			5		(55		)	35						(7		)	15
CMBS	106						(2		)			(16		)	13						(1		)	100
Other asset-backed securities	484			1			2			29		(129		)	66						(79		)	374
Total fixed maturity securities	2,287			68			55			91		(730		)	648			(178		)	(224		)	2,017
Other investments	5																							5
Derivatives, net: (1)
Equity derivatives	212			488											44						(358		)	386
Embedded derivatives	(1,457		)	(301		)	1								(311		)				375			(1,693		)
Total derivatives	(1,245		)	187			1			—		—			(267		)	—			17			(1,307		)
Total	$	1,047		$	255		$	56		$	91	$	(730	)	$	381		$	(178	)	$	(207	)	$	715

(1)Excludes derivative net settlements of ($314) million and ($414) million for the years ended December 31, 2018 and 2017, respectively, that are recorded in net investment gain.  Excludes synthetic GIC policy fees of $44 million and $45 million for the years ended December 31, 2018 and 2017, respectively, that are recorded in net investment gain.  Excludes embedded derivative policy fees of $145 million and $156 million for the years ended December 31, 2018 and 2017, respectively, that are recorded in net investment gain.

During the years ended December 31, 2018 and 2017, transfers into Level 3 were primarily attributable to the decreased availability and use of market observable inputs to estimate fair value.  The transfers out of Level 3 were generally due to the use of market observable inputs in valuation methodologies, including the utilization of pricing service information.

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Amounts included in earnings of Level 3 financial assets and liabilities are as follows:

	Net Investment Income		Net Investment Gain (Loss)			OTTI			Total
	(In Millions)
Year Ended December 31, 2018:
Corporate securities	$	18	$	(1	)	$	(4	)	$	13
Other asset-backed securities	1								1
Total fixed maturity securities	19		(1		)	(4		)	14
Equity derivatives			52						52
Embedded derivatives			119						119
Total derivatives	—		171			—			171
Total	$	19	$	170		$	(4	)	$	185

	Net		Net
	Investment		Investment
	Income		Gain (Loss)			OTTI			Total
	(In Millions)
Year Ended December 31, 2017:
Corporate securities	$	17	$	55		$	(5	)	$	67
Other asset-backed securities			1						1
Total fixed maturity securities	17		56			(5		)	68
Equity derivatives			488						488
Embedded derivatives			(301		)				(301		)
Total derivatives	—		187			—			187
Total	$	17	$	243		$	(5	)	$	255

The table below represents the net amount of total gains or losses for the period, attributable to the change in unrealized gain (loss) relating to assets and liabilities classified as Level 3 that were still held at the end of the reporting period.

	Years Ended December 31,
	2018			2017
	(In Millions)
Derivatives, net: (1)
Equity derivatives	$	(39	)	$	331
Embedded derivatives	142			(180		)
Total	$	103		$	151

(1)Amounts are recognized in net investment gain.

For the year ended December 31, 2018, the Company recognized $70 million of unrealized losses recorded in OCI for fixed maturity securities classified as Level 3 that were still held at period end.

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The following table presents certain quantitative information of significant unobservable inputs used in the fair value measurement and the sensitivity of the fair value to changes in those inputs for Level 3 assets and liabilities as of December 31, 2018 ($ In Millions).

	Fair Value			Predominant	Significant	Range	Impact of Increase in
	Asset (Liability)			Valuation Method	Unobservable Inputs	(Weighted Average)	Input on Fair Value (6)
Obligations of states and political subdivisions	$	23		Discounted cash flow	Spread (1)	460	Decrease
Corporate securities	1,707			Discounted cash flow	Spread (1)	64-855 (247)	Decrease
				Collateral value	Collateral value (3)	58-68 (65)	Increase
				Market pricing	Quoted prices (2)	88-137 (102)	Increase
RMBS	10			Market pricing	Quoted prices (2)	98	Increase
CMBS	21			Discounted cash flow	Spread (1)	250-358 (269)	Decrease
					Prepayment rate	0%	N/A
					Default rate	0%	Decrease (7)
					Severity	0%	Decrease (7)
Other asset-backed securities	358			Discounted cash flow	Spread (1)	37-353 (115)	Decrease
				Market pricing	Quoted prices (2)	65-108 (100)	Increase
				Cap at call price	Call price	100	N/A
Other investments	8			Redemption value	Redemption value (4)	100	N/A
Equity derivatives	84			Option pricing model	Equity volatility	7% - 47% (18%)	Increase (8)
Embedded derivatives (5)	(1,775		)	Option pricing techniques	Equity volatility	7% - 47%	Increase (9)
					Mortality:
					Ages 0-40	0.01% - 0.18%	Decrease (10)
					Ages 41-60	0.06% - 0.55%	Decrease (10)
					Ages 61-120	0.39% - 100.00%	Decrease (10)
					Mortality improvement	0.00% - 4.47%	Increase (11)
					Withdrawal utilization	0.00% - 97.50%	Varies by product (12)
					Lapse rates	0.00% - 100%	Decrease (13)
					Credit standing adjustment	0.54% - 1.81%	Decrease (14)
Total	$	436

(1)Range and weighted average are presented in basis points over the benchmark interest rate curve and include adjustments attributable to illiquidity premiums, expected duration, structure and credit quality.

(2)Independent third-party quotations were used in the determination of fair value.

(3)Valuation based on the Company’s share of fair values of the underlying assets held in the trusts.

(4)Represents FHLB common stock that is valued at the contractual amount that will be received upon redemption.

(5)This liability consists of embedded derivatives from variable annuity GLBs, fixed indexed annuity products and life indexed account insurance products.  Since the valuation methodology for embedded derivatives uses a range of inputs that vary at the contract level over the cash flow projection period, presenting a range, rather than weighted average, is more representative of the unobservable input used in the valuation.

(6)The impact of a decrease in input would have the opposite impact on fair value as that presented in the table.  For any given contract, each assumption varies throughout the period over which cash flows are projected for purposes of valuing the embedded derivative.

(7)Changes in the assumptions used for the probability of default are accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumptions used for prepayment rates.

(8)Changes in fair values are based on long U.S. dollar positions and will be inversely impacted for short U.S. dollar positions.

(9)Long-term equity volatilities represent equity volatility beyond the period for which observable equity volatilities are available, and vary by equity index.  The assumption is based on historical realized equity volatility.

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(10)Mortality rates vary by age, gender, policy year, and mortality segments.  Mortality rate assumptions are based on Company experience.  There are two mortality segments: the plus segment consists of policies without a lifetime GMWB rider; the minus segment consists of policies with a lifetime GMWB rider.  An increase in the mortality assumption results in an increase (decrease) in the fair value for policies in the plus (minus) segment.  As of the December 31, 2018, the majority of policies in scope are in the minus segment.

(11)Mortality improvement varies by age, gender, calendar year, and mortality segment.  Mortality improvement assumptions are based on Company experience.  Mortality segments are defined in (10) above.  An increase in the mortality improvement assumption results in a decrease (increase) in the fair value for policies in the plus (minus) segment.

(12)The withdrawal utilization assumption estimates the percentage of contractholders with a GMWB benefit who will elect to utilize the benefit.  The assumption varies by the type of GMWB, tax qualification status, policy size, and age at rider issue.  Withdrawal utilization assumptions are based on Company experience.  An increase in the withdrawal utilization assumption results in an increase (decrease) in the fair value for variable (fixed indexed) annuities.

(13)Variable annuity lapse rates vary by policy size, commission option, single/joint life status, surrender charge duration, age, policy month, amount of time until the end of the rider utilization waiting period (if any), and the amount by which the guaranteed amount is greater than the account value.  Fixed indexed annuity lapse rates consist of a base lapse rate that varies by product and policy year, and a dynamic adjustment based on how the credited rate on the contract compares to competitor rates.  Lapse rate assumptions are based on Company experience.

(14)The credit standing adjustment represents the Company’s nonperformance risk spread, and varies by duration.  The assumption is based on Barclays financial credit spreads.

NONRECURRING FAIR VALUE MEASUREMENTS

Certain assets are measured at fair value on a nonrecurring basis and are not included in the tables presented above.  The following table presents assets measured at fair value (at the relevant measurement date) on a nonrecurring basis during the years ended December 31, 2018 and 2017 and still held at year end (In Millions):

	December 31,
	2018				2017
	Level 2		Level 3		Level 2		Level 3
Aircraft and other related assets	$	72	$	244	$	193	$	16

Aircraft and Other Related Assets

The Company measures the fair value of aircraft and other related assets on a nonrecurring basis as part of the recoverability assessment.  The recoverability assessment is performed quarterly and whenever events or changes in circumstances indicate that the carrying amount of aircraft may not be recoverable.  When aircraft are held for sale, the fair value measurement is based on the estimated sales price, less selling costs (Level 2 input).  For aircraft that are held for use, the fair value measurements are based on third party maintenance adjusted appraisal values (i.e., a market approach) based on Level 3 inputs, or the present value of estimated future cash flows (i.e., an income approach) based on Level 3 inputs, which include current contractual lease payments, estimated future lease payments, estimated sales prices, the estimated disposition value less selling costs, and the discount rate.

The Company did not have any other significant nonfinancial assets or liabilities measured at fair value on a nonrecurring basis resulting from impairments as of December 31, 2018 and 2017.  The Company has not made any significant changes in the valuation methodologies for nonfinancial assets and liabilities.

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The carrying amount and fair value of the Company’s financial instruments that are not carried at fair value under the Codification’s Financial Instruments Topic are as follows:

	Fair Value	December 31, 2018				December 31, 2017
	Hierarchy	Carrying				Carrying
	Level	Amount		Fair Value		Amount		Fair Value
	(In Millions)
Assets:
Mortgage loans	Level 3	$	14,886	$	14,649	$	13,558	$	14,005
Policy loans	Level 3	7,975		7,975		7,681		7,681
Other investments	Level 3					217		236
Cash and cash equivalents	Level 1	2,728		2,728		2,639		2,639
Restricted cash	Level 1	206		206		211		211
Liabilities:
Funding agreements	Level 3	178		178		166		167
Annuity and deposit liabilities	Level 3	22,873		22,873		18,957		18,957
Short-term debt and revolving credit facilities	Level 2	221		221		354		354
Long-term debt	Level 2	11,362		11,292		9,973		10,357

This table excludes the following financial instruments: accrued investment income receivables and payables, cash collateral liability for securities lending and collateral receivables and payables for derivatives.  The fair value of these financial instruments, which are primarily classified as Level 2, approximates carrying value as they are short-term in nature such that there is minimal risk of material changes in fair value due to changes in interest rates.  The following methods and assumptions were used to estimate the fair value of these financial instruments as of December 31, 2018 and 2017:

MORTGAGE LOANS

The fair value of the mortgage loan portfolio is determined by discounting the estimated future cash flows, using current rates that are applicable to similar credit quality, property type and average maturity of the composite portfolio.

POLICY LOANS

Policy loans are not separable from their associated insurance contract and bear no credit risk since they do not exceed the contract’s cash surrender value, making these assets fully secured by the cash surrender value of the contracts.  Therefore, the carrying amount of the policy loans is a reasonable approximation of their fair value.

OTHER INVESTMENTS

Included in other investments are private equity investments accounted for under the cost method of accounting prior to the adoption of ASU 2016-01 (Note 1).  The fair value is based on the ownership percentage of the NAV of the underlying equity of the investments.

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

The carrying amounts approximate fair values due to the short-term maturities of these instruments.

FUNDING AGREEMENTS

The fair value of funding agreements is estimated using the rates currently offered for deposits of similar remaining maturities.

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ANNUITY AND DEPOSIT LIABILITIES

Annuity and deposit liabilities primarily includes policyholder deposits and accumulated credited interest.  The fair value of annuity and deposit liabilities approximates carrying amount based on an analysis of discounted future cash flows with maturities similar to the product portfolio liabilities.

DEBT AND REVOLVING CREDIT FACILITIES

The carrying amount of short-term debt and revolving credit facilities is a reasonable estimate of its fair value because the interest rates are variable and based on current market rates.  The fair value of long-term debt is based on market quotes or discounting estimated future cash flows using market rates, except for certain VIE debt and non-recourse debt, for which an analysis is performed to ensure the carrying amounts are reasonable estimates of their fair values.

12.OTHER COMPREHENSIVE INCOME (LOSS)

The Company displays comprehensive income (loss) and its components on the consolidated statements of comprehensive income (loss) and consolidated statements of equity.  The balance of and changes in each component of AOCI attributable to the Company are as follows:

	Unrealized
	Gain (Loss) on
	Securities Available			Gain (Loss) on			Other,			Total
	for Sale, Net (1)			Derivatives			Net			AOCI
	(In Millions)
Balance, January 1, 2016	$	620		$	85		$	(17	)	$	688
Change in OCI before reclassifications	336		(2)	6			(7		)	335
Income tax (expense) benefit	(120		)	(2		)	3			(119		)
(Gain) loss reclassified from AOCI	9			(1		)				8
Income tax benefit	(3		)							(3		)
Balance, December 31, 2016	842			88			(21		)	909
Change in OCI before reclassifications	734		(2)	(18		)	8			724
Income tax (expense) benefit	(255		)	6						(249		)
Gain reclassified from AOCI	(86		)							(86		)
Income tax expense	30									30
Reclassification of deferred tax effects	272			17			(4		)	285
Balance, December 31, 2017	1,537			93			(17		)	1,613
Cumulative effect of adoption of accounting change (Note 1)	(3		)							(3		)
Revised balance, January 1, 2018	1,534			93			(17		)	1,610
Change in OCI before reclassifications	(1,978		)(2)	30			(8		)	(1,956		)
Income tax (expense) benefit	416			(6		)				410
Loss reclassified from AOCI	12									12
Income tax benefit	(3		)							(3		)
Balance, December 31, 2018	$	(19	)	$	117		$	(25	)	$	73

(1)See Note 4 and Note 8 for information related to DAC and future policy benefits.

(2)Includes allocation of net holding gain (loss) from DAC, URR and future policy benefits of $848 million, ($465) million and ($164) million for the years ended December 31, 2018, 2017 and 2016, respectively.

PL-58

RECLASSIFICATIONS FROM AOCI

The table below presents amounts reclassified from each component of AOCI and their locations on the consolidated statements of operations.  Amounts are shown gross of tax.

	Years Ended December 31,
Reclassification adjustments:	2018		2017			2016
	(In Millions)
Unrealized (gain) loss on securities available for sale, net:
Sale of securities available for sale (1)	$	3	$	(95	)	$	(25	)
OTTI recognized on securities available for sale (2)	9		9			34
Total unrealized (gain) loss on securities available for sale, net	12		(86		)	9
Gain on derivatives, net						(1		)
Total amounts reclassified from AOCI	$	12	$	(86	)	$	8

Location on the consolidated statements of operations:

(1)Net investment gain (2) OTTI

13.REINSURANCE

The accounting for reinsurance requires extensive use of assumptions and estimates, particularly related to the future performance of the underlying business and the potential impact of counterparty credit risk.  The Company periodically reviews, and modifies as appropriate, the estimates and assumptions used to establish assets and liabilities relating to assumed and ceded reinsurance.  Reinsurance receivables, included in other assets, were $1,196 million and $1,190 million as of December 31, 2018 and 2017, respectively.  Reinsurance payables, included in other liabilities, were $226 million and $253 million as of December 31, 2018 and 2017, respectively.

The components of insurance premiums are as follows:

	Years Ended December 31,
	2018			2017			2016
	(In Millions)
Direct premiums	$	1,719		$	1,502		$	1,213
Reinsurance assumed (1)	996			1,048			1,034
Reinsurance ceded	(437		)	(409		)	(392		)
Insurance premiums	$	2,278		$	2,141		$	1,855

(1)Included are $56 million, $56 million and $58 million of assumed premiums from PLRL for the years ended December 31, 2018, 2017 and 2016, respectively.

PL-59

14.INCOME TAXES

The provision (benefit) for income taxes is as follows:

	Years Ended December 31,
	2018			2017			2016
	(In Millions)
Current	$	(121	)	$	259		$	84
Deferred	235			(643		)	123
Provision (benefit) for income taxes	$	114		$	(384	)	$	207

A reconciliation of the provision for income taxes based on the Federal corporate statutory tax rate of 21% for the year ended December 31, 2018 and 35% for for the years ended December 31, 2017 and 2016 to the provision (benefit) for income taxes is as follows:

	Years Ended December 31,
	2018			2017			2016
	(In Millions)
Provision for income taxes at the statutory rate	$	218		$	342		$	346
Separate account dividends received deduction	(31		)	(81		)	(107		)
Tax credits	(33		)	(24		)	(22		)
Remeasurement of operating deferred taxes	(49		)	(395		)
Remeasurement of OCI deferred taxes				(285		)
Transition tax on deemed repatriation				23
Tax on financial reporting basis over tax basis of foreign subsidiary				48
Foreign tax credit adjustments	41
Other	(32		)	(12		)	(10		)
Provision (benefit) for income taxes	$	114		$	(384	)	$	207

PL-60

The net deferred tax liability, included in other liabilities, is comprised of the following tax effected temporary differences:

	December 31,
	2018			2017
	(In Millions)
Deferred tax assets:
Policyholder reserves	$	525		$	564
Investment valuation	442			343
Tax credit carryforwards	268			408
Deferred compensation	57			51
Tax net operating loss carryforwards	1			3
Other	105			116
Total deferred tax assets	1,398			1,485
Deferred tax liabilities:
DAC	(678		)	(716		)
Partnership investments	(646		)	(646		)
Hedging	(415		)	(365		)
Depreciation	(7		)	(2		)
Other	(23		)	(27		)
Total deferred tax liabilities	(1,769		)	(1,756		)
Net deferred tax liability	(371		)	(271		)
Unrealized gain on derivatives and securities available for sale	(2		)	(410		)
Other adjustments	(8		)	(8		)
Net deferred tax liability	$	(381	)	$	(689	)

The Company has $135 million of solar tax credits that expire in 2038, $129 million of alternative minimum tax (AMT) credits that are expected to be either fully utilized or refunded between 2020 and 2021, and $4 million of various other credits that expire between 2037 and 2038.

The Company has $5 million of life company Federal loss carryovers that expire between 2026 and 2032.

Management has assessed that it is more likely than not that the Company’s deferred tax assets as of December 31, 2018 will be realized through projected future taxable income and the reversal of existing deferred tax liabilities listed above.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (In Millions):

Balance as of January 1, 2016	$	58
Increase - prior year positions	52
Decrease - prior year positions	(58		)
Balance as of December 31, 2016	52
Decrease - prior year positions	(52		)
Balance as of December 31, 2017	—
Increase - prior year positions	41
Balance as of December 31, 2018	$	41

The Company identified liabilities for uncertain tax positions in 2015 and 2016 for which there is uncertainty about the timing, but not the deductibility, of tax deductions relating to aircraft depreciation and aircraft maintenance reserves.  The unrecognized tax benefits were recorded as a reduction to the deferred tax asset for net operating loss carryforwards.

PL-61

The Company filed an application for an automatic change in the method of accounting for aircraft depreciation with the Internal Revenue Service (IRS) in 2016 and adjusted its net operating loss carryover to 2017 for aircraft maintenance reserves, which reduced the liability for uncertain tax positions by $58 million during 2016 and $52 million during 2017.

During 2018, the outcome in certain European Union (EU) member country tax courts indicated that foreign tax withholding refund claims that the Company had filed in previous years would be refunded.  Upon receipt of such refund, the Company will owe the same amount to the IRS for the foreign tax credit benefit claimed on those foreign tax withholdings.  As a result of this change in facts, the Company has recorded a liability of $41 million for the uncertainty of sustaining the benefit of the foreign tax credits previously claimed; this amount is equal to the pending foreign tax withholding refund claims that the Company expects will be resolved consistently across the EU member countries.  The unrecognized tax benefit was increased in 2018.

The Company does not expect material changes to its unrecognized tax benefits for the twelve month period following the reporting date.

PMHC files income tax returns in U.S. Federal and various state jurisdictions.  PMHC is under continuous audit by the IRS and is audited periodically by some state taxing authorities.  The IRS is currently examining PMHC’s tax returns for the years ended December 31, 2013 through 2016.  The exam of the Federal tax returns through tax years ended December 31, 2012 has been completed and certain issues are under appeals.  The State of California is auditing the tax year ended December 31, 2009 and certain issues are under appeals.  The Company does not expect the current Federal and California audits to result in any material assessments.

On December 22, 2017, tax reform legislation formally known as the Act was enacted, which significantly revised the U.S. corporate income tax system.  Among other things, the Act lowered the Federal corporate income tax rate from 35% to 21%, effective January 1, 2018; implemented a territorial tax system, and imposed a transition tax on deemed repatriated earnings of foreign subsidiaries; broadened the base of taxable income, particularly with respect to the calculation of tax reserves, DAC, and the Dividends Received Deduction (DRD); and repealed the corporate AMT.

Following the guidance in Staff Accounting Bulletin No. 118 (SAB 118), the Company recorded certain effects of the Act as provisional estimates for the year ended December 31, 2017, specifically:

·An income tax benefit of $680 million for the estimated remeasurement of the Company’s U.S. net deferred tax liabilities.

·An income tax expense of $23 million for the deemed repatriation of accumulated earnings in foreign subsidiaries.

The measurement period in SAB 118 ended on December 22, 2018, and the Company has completed the accounting for the tax impact of the Act based on legislative updates relating to the Act currently available.  Adjustments were recorded during the year ended December 31, 2018 to the provisional estimates initially recorded, specifically:

·Additional income tax benefit of $49 million for the remeasurement of the Company’s U.S. net deferred tax liabilities as a result of certain tax positions taken on the 2017 tax return filing.

Prior to the enactment of the Act, the Company considered the earnings in its non-U.S. subsidiaries to be indefinitely reinvested; accordingly, it recorded no deferred income taxes with respect to the excess of the amount for financial reporting over the tax basis in its non-U.S. subsidiaries, including undistributed foreign earnings.  The transition tax included in the Act reduced this excess, but did not eliminate it.  As the remaining excess of the amount for financial reporting over the tax basis reverses, it may result in additional non-U.S. withholding taxes, as well as U.S. Federal and state taxes.  More specifically:

·As of December 31, 2017, the Company changed its prior assertion of indefinite reinvestment of earnings in Singapore, and recorded a deferred tax liability of $48 million, with respect to remaining financial reporting basis over the tax basis in its Singapore subsidiary.  The deferred tax liability has been updated as of December 31, 2018 to account for activity during the year ended December 31, 2018.

PL-62

15.SEGMENT INFORMATION

The Company has four operating segments:  Life Insurance, Retirement Solutions, Aircraft Leasing and Reinsurance.  These segments are managed separately and have been identified based on differences in products and services offered.  All other activity is included in the Corporate and Other segment.

The Life Insurance segment provides a wide range of life insurance products through multiple distribution channels operating in the affluent, broad and corporate markets.  Principal products include universal life, indexed universal life, variable universal life, hybrid Long Term Care, and term life.  Distribution channels include independent producers, financial advisory networks, independent brokerage general agencies, wirehouses, e-tailers and M Financial, an association of independently owned and operated insurance and financial producers.

The Retirement Solutions segment’s principal products include variable and fixed annuity products, mutual funds, and structured settlement and group retirement annuities, which are offered through multiple distribution channels.  Distribution channels include independent planners, regional broker-dealers, wirehouses and financial institution distributors.

The Aircraft Leasing segment offers aircraft leasing to the airline industry throughout the world and provides brokerage and asset management services to other third-parties.

The Reinsurance segment primarily includes the domestic retrocession business, which assumes mortality risks from other life reinsurers.  Additionally, retrocession agreements related to non-traditional longevity reinsurance are assumed from PLRL.  The international retrocession business serves clients primarily in Canada, Europe and Asia.

The Corporate and Other segment consists of assets, liabilities and activities, which support the Company’s operating segments.  Included in these support activities is the management of investments, the Company’s financing activities (including the issuance of long-term and short-term debt), and other expenses and other assets not directly attributable to the operating segments.  The Corporate and Other segment also includes operations that do not qualify as operating segments and the elimination of intersegment transactions.

The Company uses the same accounting policies and procedures to measure segment net income (loss) and assets as it uses to measure its consolidated net income (loss) and assets.  Net investment income and net investment gain (loss) 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.

Certain segments are allocated equity based on formulas determined by management and receive a fixed interest rate of return on interdivision debentures supporting the allocated equity.  The debenture amount is reflected as investment expense in net investment income in the Corporate and Other segment and as net investment income in the operating segments.

The Company generates the majority of its revenues and net income from customers located in the U.S.  As of December 31, 2018 and 2017, the Company had foreign investments of $13.6 billion and $12.7 billion, respectively.  Aircraft leased to foreign customers was $7.6 billion and $6.6 billion as of December 31, 2018 and 2017, respectively.  Revenues derived from any customer did not exceed 10% of consolidated total revenues for the years ended December 31, 2018, 2017 and 2016.

PL-63

The following is segment information as of and for the year ended December 31, 2018:

	Life			Retirement			Aircraft						Corporate
	Insurance			Solutions			Leasing			Reinsurance			and Other			Total
	(In Millions)
REVENUES
Policy fees and insurance premiums	$	1,533		$	2,270					$	947					$	4,750
Net investment income	1,272			1,539			$	4		35			$	397		3,247
Net investment gain (loss)	23			35			(6		)	(17		)	19			54
OTTI	(4		)	(6		)							(5		)	(15		)
Investment advisory fees	28			253									14			295
Aircraft leasing revenue							954									954
Other income	40			190			95			33			1			359
Total revenues	2,892			4,281			1,047			998			426			9,644
BENEFITS AND EXPENSES
Policy benefits	833			1,956						855						3,644
Interest credited	975			510									5			1,490
Commission expenses	460			781						23						1,264
Operating expenses	471			488			182			39			191			1,371
Depreciation of aircraft							352									352
Interest expense	16						244						222			482
Total benefits and expenses	2,755			3,735			778			917			418			8,603
Income before provision (benefit) for income taxes	137			546			269			81			8			1,041
Provision (benefit) for income taxes	(9		)	41			54			18			10			114
Net income (loss)	146			505			215			63			(2		)	927
Less: net income attributable to noncontrolling interests							(53		)				(3		)	(56		)
Net income (loss) attributable to the Company	$	146		$	505		$	162		$	63		$	(5	)	$	871
Total assets	$	44,176		$	87,714		$	11,219		$	1,759		$	9,847		$	154,715
DAC	1,915			3,067						41						5,023
Separate account assets	7,506			46,203												53,709
Policyholder and contract liabilities	34,100			36,627						1,068			178			71,973
Separate account liabilities	7,506			46,203												53,709

PL-64

The following is segment information as of and for the year ended December 31, 2017:

	Life			Retirement			Aircraft					Corporate
	Insurance			Solutions			Leasing			Reinsurance		and Other			Total
	(In Millions)
REVENUES
Policy fees and insurance premiums	$	1,110		$	2,246					$	991				$	4,347
Net investment income	1,201			1,385			$	5		33		$	216		2,840
Net investment gain (loss)	14			(89		)	(5		)	8		120			48
OTTI	(3		)	(6		)						(2		)	(11		)
Investment advisory fees	27			262								11			300
Aircraft leasing revenue							898								898
Other income	39			191			52			30		2			314
Total revenues	2,388			3,989			950			1,062		347			8,736
BENEFITS AND EXPENSES
Policy benefits	668			1,881						914					3,463
Interest credited	915			460								8			1,383
Commission expenses	188			557						24					769
Operating expenses	418			467			261			33		122			1,301
Depreciation of aircraft							322								322
Interest expense	12						221					289			522
Total benefits and expenses	2,201			3,365			804			971		419			7,760
Income (loss) before provision (benefit) for income taxes	187			624			146			91		(72		)	976
Provision (benefit) for income taxes	(59		)	(68		)	(225		)	7		(39		)	(384		)
Net income (loss)	246			692			371			84		(33		)	1,360
Less: net income attributable to noncontrolling interests							(1		)			(5		)	(6		)
Net income (loss) attributable to the Company	$	246		$	692		$	370		$	84	$	(38	)	$	1,354
Total assets	$	44,410		$	90,616		$	9,798		$	1,761	$	8,313		$	154,898
DAC	1,630			3,016						47					4,693
Separate account assets	8,242			53,214											61,456
Policyholder and contract liabilities	32,490			31,949						1,055		166			65,660
Separate account liabilities	8,242			53,214											61,456

PL-65

The following is segment information for the year ended December 31, 2016:

	Life			Retirement			Aircraft					Corporate
	Insurance			Solutions			Leasing			Reinsurance		and Other			Total
	(In Millions)
REVENUES
Policy fees and insurance premiums	$	1,196		$	1,937					$	975				$	4,108
Net investment income	1,146			1,267			$	3		36		$	135		2,587
Net investment gain (loss)				(58		)	(4		)	22		150			110
OTTI	(18		)	(8		)						(16		)	(42		)
Investment advisory fees	25			262								7			294
Aircraft leasing revenue							1,018								1,018
Other income	32			209			48			90					379
Total revenues	2,381			3,609			1,065			1,123		276			8,454
BENEFITS AND EXPENSES
Policy benefits	729			1,596						857					3,182
Interest credited	878			417								11			1,306
Commission expenses	294			634						25					953
Operating expenses	388			461			274			35		104			1,262
Depreciation of aircraft							331								331
Interest expense	10						233			1		186			430
Total benefits and expenses	2,299			3,108			838			918		301			7,464
Income (loss) before provision (benefit) for income taxes	82			501			227			205		(25		)	990
Provision (benefit) for income taxes	9			59			89			72		(22		)	207
Net income (loss)	73			442			138			133		(3		)	783
Less: net income attributable to noncontrolling interests												(26		)	(26		)
Net income (loss) attributable to the Company	$	73		$	442		$	138		$	133	$	(29	)	$	757

16.TRANSACTIONS WITH RELATED PARTIES

PLFA serves as the investment adviser for the Pacific Select Fund (PSF) and the Pacific Funds Series Trust (PFST).  Investment advisory and other fees are based primarily upon the NAV of the underlying portfolios.  These fees, included in investment advisory fees and other income, amounted to $334 million, $342 million and $339 million for the years ended December 31, 2018, 2017 and 2016, respectively.  In addition, Pacific Life and PLFA provide certain support services to the PSF and PFST based on an allocation of actual costs.  These fees amounted to $6 million for the years ended December 31, 2018, 2017 and 2016.  Pacific Life also provides general administrative or investment management services to PMHC, PLC and other affiliates.  These fees amounted to $13 million, $10 million, and $11 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Additionally, the PSF and PFST have service and other plans whereby the funds pay Pacific Select Distributors, LLC (PSD), a wholly owned broker-dealer subsidiary of Pacific Life, as distributor of the funds, a service fee in connection with services rendered to or procured for shareholders of the fund or their variable annuity and life insurance contract owners.  These services may include, but are not limited to, payment of compensation to broker-dealers, including PSD itself, and other financial institutions and organizations, which assist in providing any of the services.  For the years ended December 31, 2018, 2017 and 2016, PSD received $111 million, $116 million and $115 million, respectively, in service and other fees from the PSF and PFST, which are recorded in other income.

PL-66

Pacific Life and PL&A’s structured settlement transactions are typically designed such that an affiliated assignment company assumes settlement obligations from external parties in exchange for consideration.  The affiliated assignment company then funds the assumed settlement obligations by purchasing annuity contracts from Pacific Life and PL&A.  Consequently, substantially all of the Pacific Life and PL&A’s structured settlement annuities are sold to an affiliated assignment company.  Included in the liability for future policy benefits are insurance contracts with the affiliated assignment company with contract values of $3.9 billion and $3.6 billion as of December 31, 2018 and 2017, respectively.  In addition, included in the liability for policyholder account balances are investment contracts with the affiliated assignment company of $3.3 billion and $2.8 billion as of December 31, 2018 and 2017, respectively.  Related to the insurance contracts, Pacific Life and PL&A received $469 million, $475 million and $361 million of insurance premiums and paid $235 million, $210 million and $190 million of policy benefits for the years ended December 31, 2018, 2017 and 2016, respectively.

ACG has derivative swap contracts with Pacific LifeCorp as the counterparty.  The notional amounts total $318 million and $562 million as of December 31, 2018 and 2017, respectively.  The fair values of the derivatives were net assets (liabilities) of $5 million and ($5) million as of December 31, 2018 and 2017, respectively.

17.COMMITMENTS AND CONTINGENCIES

COMMITMENTS

The Company has outstanding commitments that may be funded to make investments primarily in fixed maturity securities, mortgage loans, limited partnerships and other investments, as follows (In Millions):

					Fixed Maturity
			Limited		Securities and
Years Ending December 31:	Mortgage Loans		Partnerships		Other Investments		Total
2019	$	518	$	383	$	542	$	1,443
2020	318		214				532
2021	205		214				419
2022	112		189				301
2023			173				173
Thereafter	1		236		2		239
Total	$	1,154	$	1,409	$	544	$	3,107

The Company leases office facilities under various operating leases, which in most, but not all cases, are noncancelable.  Rent expense, which is included in operating and other expenses, in connection with these leases was $11 million, $9 million and $8 million for the years ended December 31, 2018, 2017 and 2016, respectively.  Aggregate minimum future office lease commitments are as follows (In Millions):

Years Ending December 31:
2019	$	10
2020 through 2023	37
2024 and thereafter	40
Total	$	87

PL-67

As of December 31, 2018, ACG had commitments to purchase aircraft scheduled for delivery through 2023.  All of these commitments arise from fixed price purchase agreements with Boeing, Airbus and other third parties, and include adjustments for inflation.  As of December 31, 2018, the aggregate estimated total remaining payments (including adjustments for certain contractual escalation provisions) are due as follows (In Millions):

Years Ending December 31:
2019	$	2,393
2020	2,160
2021	1,977
2022	1,434
2023	775
Total	$	8,739

As of December 31, 2018, deposits related to these agreements totaled $1,184 million and are included in other assets.

Pacific Life entered into agreements with PLRL and Pacific Life Re (Australia) Pty Limited (PLRA), a wholly owned indirect subsidiary of Pacific LifeCorp, to guarantee the performance of reinsurance obligations of PLRL and PLRA.  These guarantees are secondary to the guarantees provided by Pacific LifeCorp and would only be triggered in the event of nonperformance by both PLRL or PLRA and Pacific LifeCorp.  Management believes that additional obligations, if any, related to the guarantee agreements are not likely to have a material adverse effect on the Company’s consolidated financial statements.

Pacific Life has an agreement with Pacific Life Reinsurance Company II Limited (PLRC), an exempt life reinsurance company domiciled in Barbados and wholly owned by Pacific Life, to guarantee the performance of reinsurance obligations of PLRC.  Management believes that additional obligations, if any, related to the guarantee agreement are not likely to have a material adverse effect on the Company’s consolidated financial statements.

Pacific Life has a commitment to provide funds, on Pacific LifeCorp’s behalf, of up to 100 million pound sterling to PLRL.  This commitment is secondary to Pacific LifeCorp and is contingent on the nonperformance by Pacific LifeCorp.  Management believes that additional obligations, if any, related to this commitment are not likely to have a material adverse effect on the Company’s consolidated financial statements.

CONTINGENCIES - LITIGATION

The Company is a respondent in a number of legal proceedings, some of which involve allegations for extra-contractual damages.  Although the Company is confident of its position in these matters, success is not a certainty and a judge or jury could rule against the Company.  In the opinion of management, the outcome of such proceedings is not likely to have a material adverse effect on the Company’s consolidated financial statements.  The Company believes adequate provision has been made in its consolidated financial statements for all probable and reasonably estimable losses for litigation claims against the Company.

CONTINGENCIES - IRS REVENUE RULING

In 2007, the IRS issued Rev. Rul. 2007-54, interpreting then-current tax law regarding the computation of the DRD.  Later in 2007, the IRS issued Revenue Ruling 2007-61, suspending Rev. Rul. 2007-54 and indicating that the IRS would re-address this issue in a future regulation project.  In 2014, the IRS issued Rev. Rul. 2014-7, stating that it would not address this issue through regulation, but instead would defer to legislative action.  Rev. Rul. 2014-7 also expressly superseded Rev. Rul. 2007-54, and declared Rev. Rul. 2007-61 obsolete.  With the enactment of the Act (Notes 1 and 14), DRD computations have been modified effective January 1, 2018.  Therefore, the Company does not expect that any of the rulings described above will affect DRD computations in the future.  However, in open tax years before 2018, the Company could still lose a substantial portion of its DRD claims, which could in turn have a material adverse effect on the Company’s consolidated financial statements.

PL-68

CONTINGENCIES - OTHER

In the course of its business, the Company provides certain indemnifications related to dispositions, acquisitions, investments, lease agreements or other transactions that are triggered by, among other things, breaches of representations, warranties or covenants provided by the Company.  These obligations are typically subject to time limitations that vary in duration, including contractual limitations and those that arise by operation of law, such as applicable statutes of limitation.  Because the amounts of these types of indemnifications often are not explicitly stated, the overall maximum amount of the obligation under such indemnifications cannot be reasonably estimated.  The Company has not historically made material payments for these types of indemnifications.  The estimated maximum potential amount of future payments under these obligations is not determinable due to the lack of a stated maximum liability for certain matters.  Management believes that judgments, if any, against the Company related to such matters and the Company’s estimate of reasonably possible losses exceeding amounts already recognized on an aggregated basis is immaterial and are not likely to have a material adverse effect on the Company’s consolidated financial statements.

Most of the jurisdictions in which the Company is admitted to transact business require life insurance companies to participate in guaranty associations, which are organized to pay contractual benefits owed pursuant to insurance policies issued by insolvent life insurance companies.  These associations levy assessments, up to prescribed limits, on all member companies in a particular state based on the proportionate share of premiums written by member companies in the lines of business in which the insolvent insurer operated.  The Company has not received notification of any insolvency that is expected to result in a material guaranty fund assessment.

In connection with the operations of certain subsidiaries, the Company has made commitments to provide for additional capital funding as may be required.

See Note 2 for discussion of contingencies related to reinsurance of statutory reserves to affiliates.

See Note 7 for discussion of contingencies related to derivative instruments.

See Note 14 for discussion of other contingencies related to income taxes.

PL-69

PART II

PART C: OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

	Part A: NONE
	Part B:
(1) Registrant’s Financial Statements
		Audited Financial Statements dated as of December 31, 2018 and for each of the periods presented, included in Part B, 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 Report of Independent Registered Public Accounting Firm
(2) Depositor’s Financial Statements
		Audited Consolidated Financial Statements dated as of December 31, 2018 and 2017, and for each of the three years in the period ended December 31, 2018, included in Part B, include the following for Pacific Life:
			Independent Auditors’ Report Consolidated Statements of Financial Condition 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; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001, and incorporated by reference herein.
	(b)	Resolution of the Board of Directors of Pacific Life Insurance Company authorizing conformity to the terms of the current Bylaws; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001, and incorporated by reference herein.
2.	Not applicable
3.	(a)	Distribution Agreement between Pacific Life Insurance Company, Pacific Life & Annuity Company and Pacific Select Distributors, Inc. (PSD); included in Registrant’s Form N-4, File No. 333-175279,

		Accession No. 0000950123-11-063391 filed on July 1, 2011, and incorporated by reference herein.
	(b)	Form of Selling Agreement between Pacific Life, PSD and Various Broker-Dealers; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-06-000524 filed on April 17, 2006, and incorporated by reference herein.
	(c)	Distribution Agreement between Pacific Life Insurance Company, Pacific Life & Annuity Company and Pacific Select Distributors, LLC (PSD) (Amended and Restated); included in Registrant’s Form N-4, File No. 333-178739, Accession No. 0001104659-17-024470 filed on April 19, 2017, and incorporated by reference herein.
4.	(a)	Individual Flexible Premium Deferred Variable Annuity Contract (Form No. ICC 12:10-1225); included in Registration Statement on Form N-4, File No. 333-178739, Accession No. 0000950123-12-005012, filed on March 21, 2012, and incorporated by reference herein.
	(b)	Qualified Pension Plan Rider (Form No. R90-Pen-V); included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001, and incorporated by reference herein.
	(c)	(1)	Section 457 Plan Rider (Form No. R95-457); included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001, and incorporated by reference herein.
		(2)	Section 457 Plan Rider (Form No. ICC12:20-1271); Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-13-000801 filed on February 5, 2013 and incorporated by reference herein.
	(d)	(1)	Individual Retirement Annuity Rider (Form No. 20-18900); included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-02-002152 filed on December 19, 2002, and incorporated by reference herein.
		(2)	Individual Retirement Annuity Rider (Form No. ICC12:20-1266); Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-13-000801 filed on February 5, 2013 and incorporated by reference herein.
	(e)	(1)	Roth Individual Retirement Annuity Rider (Form No. 20-19000); included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-02-002152 filed on December 19, 2002, and incorporated by reference herein.
		(2)	Roth Individual Retirement Annuity Rider (Form No. ICC12:20-1267); Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-13-000801 filed on February 5, 2013 and incorporated by reference herein.
	(f)	(1)	SIMPLE Individual Retirement Annuity Rider (Form No. 20-19100); included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-02-002152 filed on December 19, 2002, and incorporated by reference herein.
		(2)	SIMPLE Individual Retirement Annuity Rider (Form No. ICC12:20-1268); Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-13-000801 filed on February 5, 2013 and incorporated by reference herein.
	(g)	(1)	Qualified Retirement Plan Rider; included in Registrant’s Form N-4, File No. 333-53040,

			Accession No. 0001017062-02-000784 filed on April 30, 2002, and incorporated by reference herein.
		(2)	Qualified Retirement Plan Rider (Form No. ICC12:20-1269); Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-13-000801 filed on February 5, 2013 and incorporated by reference herein.
	(h)	Guaranteed Withdrawal Benefit IX Rider — Single Life (Form No. ICC 12:20-1226); included in Registration Statement on Form N-4, File No. 333-178739, Accession No. 0000950123-12-005012, filed on March 21, 2012, and incorporated by reference herein.
	(i)	Guaranteed Withdrawal Benefit IX Rider — Joint Life (Form No. ICC 12:20-1227); included in Registration Statement on Form N-4, File No. 333-178739, Accession No. 0000950123-12-005012, filed on March 21, 2012, and incorporated by reference herein.
	(j)	403(b) Tax-Sheltered Annuity Rider (Form No. ICC12:20-1270); Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-13-000801 filed on February 5, 2013 and incorporated by reference herein.
	(k)	Return of Purchase Payments Death Benefit Rider (Form No. ICC 14:20-1302); included in Registration Statement on Form N-4, File No. 333-178739, Accession No. 0001193125-14-361842, filed on October 2, 2014, and incorporated by reference herein.
	(l)	Stepped-Up Death Benefit Rider (Form No. ICC 14:20-1303); included in Registration Statement on Form N-4, File No. 333-178739, Accession No. 0001193125-14-361842, filed on October 2, 2014, and incorporated by reference herein.
5.	(a)	Application Form for Individual Flexible Premium Deferred Variable Annuity Contract (Form No. ICC 12:25-1225); included in Registration Statement on Form N-4, File No. 333-178739, Accession No. 0000950123-12-005012, filed on March 21, 2012, and incorporated by reference herein.
6.	(a)	Pacific Life’s Articles of Incorporation; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001, and incorporated by reference herein.
	(b)	By-laws of Pacific Life; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001, and incorporated by reference herein.
	(c)	Pacific Life’s Restated Articles of Incorporation; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-06-000524 filed on April 17, 2006, and incorporated by reference herein.
	(d)	By-laws of Pacific Life As Amended September 1, 2005; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-06-000524 filed on April 17, 2006, and incorporated by reference herein.
7.	Not applicable
8.	(a)	Pacific Select Fund Participation Agreement; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-01-500230 filed on May 7, 2000, and incorporated by reference herein.

(b)	Schwab Annuity Portfolios Participation Agreement; included in Registration Statement on Form N-4, File No. 333-178739, Accession No. 0000950123-12-006435, filed on April 24, 2012, and incorporated by reference herein.
	(1)	First Amendment to Fund Participation Agreement; included in Registration Statement on Form N-4, File No. 333-178739, Accession No. 0001193125-14-147278, filed on April 17, 2014, and incorporated by reference herein.

9.	Opinion and Consent of legal officer of Pacific Life as to the legality of Contracts being registered; included in Registrant’s Form N-4, File No. 333-178739, Accession No. 0000950123-11-103958 filed on December 23, 2011, and incorporated by reference herein.
10.	Consent of Independent Registered Public Accounting Firm and Consent of Independent Auditors;
11.	Not applicable
12.	Not applicable
13.	Powers of Attorney

Item 25. Directors and Officers of Pacific Life

Name and Address	Positions and Offices with Pacific Life
James T. Morris	Director, Chairman, President and Chief Executive Officer
Adrian S. Griggs	Director, Executive Vice President and Chief Operating Officer
Darryl D. Button	Director, Executive Vice President and Chief Financial Officer
Sharon A. Cheever	Director, Senior Vice President and General Counsel
Joseph E. Celentano	Executive Vice President
Edward R. Byrd	Senior Vice President and Chief Accounting Officer
Jane M. Guon	Vice President and Secretary
Joseph W. Krum	Vice President and Treasurer

The address for each of the persons listed above is as follows:

700 Newport Center Drive Newport Beach, California 92660

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 is a Nebraska Stock Life Insurance Company wholly-owned by Pacific LifeCorp (a Delaware Stock Holding Company), which is, in turn, 100% owned by Pacific Mutual Holding Company (a Nebraska Mutual Insurance Holding Company).

PACIFIC LIFE, SUBSIDIARIES & AFFILIATED ENTERPRISES

LEGAL STRUCTURE

					Jurisdiction of Incorporation or Organization	Percentage of Ownership by its Immediate Parent
Pacific Mutual Holding Company					Nebraska
	Pacific LifeCorp				Delaware	100
	Pacific Life Insurance Company				Nebraska	100
		Pacific Life & Annuity Company			Arizona	100
		Pacific Life Purchasing LLC			Delaware	100
		Pacific Select Distributors, LLC			Delaware	100
		Pacific Asset Holding LLC			Delaware	100
			Pacific TriGuard Partners LLC		Delaware	100
			Grayhawk Golf Holdings, LLC		Delaware	95
				Grayhawk Golf L.L.C.	Arizona	100
			Las Vegas Golf I, LLC		Delaware	100
				Angel Park Golf, LLC	Nevada	100
			PL/KBS Fund Member, LLC		Delaware	100
				KBS/PL Properties, L.P. #	Delaware	100
			Wildflower Member, LLC		Delaware	100
				Epoch-Wildflower, LLC	Florida	99
			Glenoaks Golf Club, LLC		Delaware	100
			Polo Fields Golf Club, LLC		Delaware	100
			PL Regatta Member, LLC		Delaware	100
				Regatta Apartments Investors, LLC	Delaware	90
			PL Vintage Park Member, LLC		Delaware	100
				Vintage Park Apartments GP, LLC	Delaware	90
			PL Broadstone Avena Member, LLC		Delaware	100
				Broadstone Avena Investors, LLC	Delaware	90
			GW Member LLC		Delaware	100
				GW Apartments LLC	Delaware	90

	PL Sierra Member, LLC		Delaware	100
		Sierra at Fall Creek Apartments Investors, LLC	Delaware	90
	PL TOR Member LLC		Delaware	100
		2803 Riverside Apartment Investors, LLC	Delaware	90
	PL Denver Member, LLC		Delaware	100
		1776 Curtis, LLC	Delaware	70
	PL Timberlake Member, LLC		Delaware	100
		80 South Gibson Road Apartment Investors, LLC	Delaware	90
	PL Van Buren Member, LLC		Delaware	100
		1035 Van Buren Holdings, L.L.C.	Delaware	43
	PL Lakemont Member, LLC		Delaware	100
		Overlook at Lakemont Venture LLC	Delaware	88
	PL Teravista Member, LLC		Delaware	100
		401 Teravista Apartment Investors, LLC	Delaware	90
	700 Main Street LLC		Delaware	100
	PL Brier Creek Member, LLC		Delaware	100
		Brier Creek Investors JV LLC	Delaware	90
	PL One Jefferson Member, LLC		Delaware	100
		One Jefferson Venture LLC	Delaware	90
	PL Savannah Member, LLC		Delaware	100
		Savannah at Park Place Apartments LLC	Delaware	90
	PL Redland Member, LLC		Delaware	100
		Redland Road Apartment Investors, LLC	Delaware	100
	PL Spectrum Member, LLC		Delaware	100
		9242 West Russell Road Apartment Investors, LLC	Delaware	90
	PL Mortgage Fund, LLC		Delaware	100
	PL Andate Member, LLC		Delaware	100
	Andante Venture LLC		Delaware	90
	PL Beardslee Member, LLC		Delaware	100
		Village at Beardslee Investor, LLC#	Delaware	90
	PL Monterone Member, LLC		Delaware	100
		Monterone Apartment Investor, LLC	Delaware	90
	PL Reno Member, LLC		Delaware	100
		NPLC BV Manager LLC#	Delaware	81
	PL Wabash Member, LLC		Delaware	100
		THC 1333 S. Wabash LLC	Delaware	90
	PL Alara Member, LLC		Delaware	100
		Greenwood Village Apartment Investors, LLC	Delaware	90
	PL Kierland Member, LLC		Delaware	100
	T&L Apartment Investor, LLC		Delaware	90
	PL Wardman Member, LLC		Delaware	100
	Wardman Hotel Owner, L.L.C.		Delaware	66.6668
	PL Peoria Member, LLC		Delaware	100
	205 Peoria Street Owner, LLC		Delaware	90
	PL Elk Meadows Member, LLC #		Delaware	100
	Elk Meadows JV LLC		Delaware	60
	PL Stonebriar Member, LLC #		Delaware	100
	PL Deer Run Member, LLC #		Delaware	100
	Deer Run JV LLC		Delaware	60
	PL Tessera Member, LLC #		Delaware	100
	Tessera Venture LLC		Delaware	90
	PL Vantage Member, LLC #		Delaware	100
	PL Fairfax Gateway Member, LLC #		Delaware	100
	PL 922 Washington Owner, LLC#		Delaware	100
	PL Hana Place Member, LLC		Delaware	100
	PL LasCo-Owner, LLC		Delaware	100
Confederation Life Insurance and Annuity Company			Georgia	100
Pacific Global Asset Management LLC (Formerly known as Pacific Asset Advisors LLC)			Delaware	100
	Cadence Capital Management LLC		Delaware	100
		Cadence Global Equity GP LLC#	Delaware	100

		Pacific Asset Management LLC	Delaware	100
		Pacific Global Advisors LLC	Delaware	100
	Pacific Private Fund Advisors LLC		Delaware	100
		Pacific Absolute Return Strategies GP LLC #	Delaware	100
		Pacific Co-Invest Credit I GP LLC #	Delaware	100
		Pacific Co-Invest Opportunities I GP LLC#	Delaware	100
		Pacific Multi-Strategy GP LLC #	Delaware	100
		Pacific Private Credit II GP LLC #	Delaware	100
		Pacific Private Credit III GP LLC#	Delaware	100
		Pacific Private Credit IV GP LLC#	Delaware	100
		Pacific Private Equity I GP LLC	Delaware	100
		Pacific Private Equity Opportunities II GP LLC #	Delaware	100
		Pacific Private Equity Opportunities III GP LLC #	Delaware	100
		Pacific Private Feeder III GP, LLC#	Delaware	100
		Pacific Private Equity Opportunities IV GP LLC#	Delaware	100
Pacific Life Fund Advisors LLC			Delaware	100
	PAM Bank Loan GP LLC #		Delaware	100
	PAM CLO Opportunities GP LLC #		Delaware	100
	PAM Trade Receivable GP LLC #		Delaware	100
Pacific Alliance Reinsurance Company of Vermont			Vermont	100
Pacific Services Canada Limited			Canada	100
Pacific Life Reinsurance Company II Limited			Barbados	100
Pacific Baleine Reinsurance Company			Vermont	100
Pacific Private Equity Incentive Allocation LLC			Delaware	100
Swell Investing Holding LLC			Delaware	100
Swell Investing LLC			Delaware	100
Pacific Life Aviation Holdings LLC			Delaware	100
	Aviation Capital Group Holdings, Inc. (Pacific Life Aviation Holdings LLC holds 99.9999% ownership interest of this entity.)		Delaware	99.9999
	Aviation Capital Group LLC (Pacific Life Aviation Holdings LLC holds 79% ownership interest of this entity.)		Delaware	79
	Aviation Capital Group LLC (Aviation Capital Group Holdings, Inc. is the Managing Member of this entity and holds 1% ownership interest as such.)		Delaware	1
		ACG Acquisition 4063 LLC	Delaware	100
		ACG Acquisition 4084 LLC	Delaware	100
		ACG Aircraft Leasing Ireland Limited	Ireland	100
		ACG International Ltd.	Bermuda	100
		ACG Acquisition Ireland V Ltd.	Ireland	100
		ACG Acquisition 4658 LLC	Delaware	100
		ACG Acquisition 4913 LLC	Delaware	100
		ACG Acquisition 4941 LLC	Delaware	100
		ACG Acquisition 4942 LLC	Delaware	100
		ACG Acquisition 4891 LLC	Delaware	100
		ACG Acquisition 5038 LLC	Delaware	100
		ACG Acquisition 5063 LLC	Delaware	100
		ACG Acquisition 5136 LLC	Delaware	100
		ACG Acquisition 38105 LLC	Delaware	100
		ACG Acquisition 6584 LLC	Delaware	100
		ACG Acquisition 5096 LLC	Delaware	100
		ACG Acquisition 5193 LLC	Delaware	100
		ACG Acquisition 5278 LLC	Delaware	100
		ACG Acquisition 5299 LLC	Delaware	100
		ACG Acquisition 6342 LLC	Delaware	100
		ACG Acquisition 6734 LLC	Delaware	100
		ACG Acquisition 38038 LLC	Delaware	100
		ACG Acquisition 39388 LLC	Delaware	100
		ACG Acquisition 39389 LLC	Delaware	100
		ACG Acquisition 39891 LLC	Delaware	100
		ACG Acquisition 40547 LLC	Delaware	100
		ACG ECA Ireland Limited	Ireland	100
		ACG Bermuda Leasing Limited	Bermuda	100
		ACG Acquisition BR 2012-10A LLC	Delaware	100

	ACG Acquisition BR 2012-10B LLC				Delaware	100
	ACG Acquisition BR 2012-11 LLC				Delaware	100
	ACG Acquisition 2688 LLC				Delaware	100
	ACG Acquisition 30744 LLC (Aviation Capital Group LLC is the beneficiary of the owner Trust and is the indirect owner of this entity.)				Delaware	100
	ACG Acquisition 38881 LLC				Delaware	100
	ACG Acquisition 5527 LLC				Delaware	100
	ACG Acquisition 5716 LLC				Delaware	100
	ACG Acquisition 40544 LLC				Delaware	100
	ACG Acquisition 299496 LLC				Delaware	100
	ACG Acquisition 5754 LLC				Delaware	100
	ACG Acquisition 5841 LLC				Delaware	100
	San Miguel Leasing Cayman Limited				Cayman Islands	100
	ACG Acquisitions Sweden AB				Sweden	100
	ACG Acquisition 6457 LLC				Delaware	100
	ACG Acquisition 6498 LLC				Delaware	100
	ACG Trust 2004 -1 Holding LLC				Delaware	100
		ACG Funding Trust 2004-1			Delaware	100
	ACG Trust II Holding LLC				Delaware	100
		Aviation Capital Group Trust II			Delaware	100
			ACG Acquisition XXV LLC		Delaware	100
				ACG Acquisition Ireland II Limited	Ireland	100
	Boullioun Aviation Services LLC				Delaware	100
		Boullioun Aircraft Holding Company LLC			Delaware	100
			Boullioun Portfolio Finance III LLC		Nevada	100
	ACG III Holding LLC				Delaware	100
		ACG Trust III			Delaware	100
			RAIN I LLC		Delaware	100
			RAIN II LLC		Delaware	100
			RAIN IV LLC		Delaware	100
			RAIN VI LLC		Delaware	100
			RAIN VII LLC		Delaware	100
			RAIN VIII LLC		Delaware	100
			ACG Acquisition 1176 LLC		Delaware	100
			Rainier Aircraft Leasing (Ireland) Limited		Ireland	100
			ACG Acquisition (Bermuda) III Ltd.		Bermuda	100
	ACG 2006-ECA LLC				Delaware	100
		ACG ECA-2006 Ireland Limited			Ireland	100
	Aviation Capital Group Singapore Pte. Ltd.				Singapore	100
		ACG Acquisition 2004-1 Ireland Limited			Ireland	100
		ACG 2004-1 Bermuda Limited			Bermuda	100
		ACG Acquisition 31 LLC			Delaware	100
		ACG Acquisition 37 LLC			Delaware	100
		ACG Acquisition 38 LLC			Delaware	100
		ACG Capital Partners Singapore Pte. Ltd.			Singapore	100
		ACGCPS 2011 Pte. Ltd.			Singapore	100
		ACG Capital Partners Ireland Limited			Ireland	100
		ACG Capital Partners LLC			Delaware	100
		ACG France 6280 S.A.S.			France	100
		ACG France 7392 S.A.S.			France	100
		ACG France 7421 S.A.S.			France	100
		ACG France 8082 S.A.S.			France	100
		ACG France 8354 S.A.S.			France	100
		ACG France 35722 S.A.S.			France	100
		ACG France 35723 S.A.S.			France	100
		ACG Trust 2009-1 Holding LLC			Delaware	100
		ACG Funding Trust 2009-1			Delaware	100
		ACG Acquisition 29677 LLC			Delaware	100
		Bellevue Coastal Leasing LLC			Washington	100
Pacific Life & Annuity Services, Inc.					Colorado	100
Bella Sera Holdings, LLC					Delaware	100

Pacific Life Re Holdings LLC					Delaware	100
	Pacific Life Re (Australia) Pty Limited				Australia	100
	Pacific Life Re Bermuda Holdings Limited				Bermuda	100
	Pacific Life Re Bermuda Limited				Bermuda	100
	Pacific Life Re Holdings Limited				England	100
		Pacific Life Re Services Limited			England	100
			Pacific Life Re Limited		England	100
			UnderwriteMe Limited		England	100
				UnderwriteMe Technology Solutions Limited	England	100
				UnderwriteMe Australia Pty Limited	Australia	100
Pacific Life Reinsurance (Barbados) Ltd.					Barbados	100
Pacific Annuity Reinsurance Company					Arizona	100

___________________________________

# = Abbreviated structure

Item 27. Number of Contractholders

Schwab Retirement Income Variable Annuity—Approximately	532	Qualified
	1,125	Non-Qualified

Item 28. Indemnification

(a) The Distribution Agreement between Pacific Life Insurance Company, Pacific Life & Annuity Company (collectively referred to as “Pacific Life”) and Pacific Select Distributors, LLC (PSD) provides substantially as follows:

Pacific Life shall indemnify and hold harmless PSD and PSD’s officers, directors, agents, controlling persons, employees, subsidiaries and affiliates for all attorneys’ fees, litigation expenses, costs, losses, claims, judgments, settlements, fines, penalties, damages, and liabilities incurred as the direct or indirect result of: (i) negligent, dishonest, fraudulent, unlawful, or criminal acts, statements, or omissions by Pacific Life or its employees, agents, officers, or directors; (ii) Pacific Life’s breach of this Agreement; (iii) Pacific Life’s failure to comply with any statute, rule, or regulation; (iv) a claim or dispute between Pacific Life and a Broker/Dealer (including its Representatives) and/or a Contract owner. Pacific Life shall not be required to indemnify or hold harmless PSD for expenses, losses, claims, damages, or liabilities that result from PSD’s misfeasance, bad faith, negligence, willful misconduct or wrongful act.

PSD shall indemnify and hold harmless Pacific Life and Pacific Life’s officers, directors, agents, controlling persons, employees, subsidiaries and affiliates for all attorneys’ fees, litigation expenses, costs, losses, claims, judgments, settlements, fines, penalties, damages and liabilities incurred as the direct or indirect result of: (i) PSD’s breach of this Agreement; and/or (ii) PSD’s failure to comply with any statute, rule, or regulation. PSD shall not be required to indemnify or hold harmless Pacific Life for expenses, losses, claims, damages, or liabilities that have resulted from Pacific Life’s willful misfeasance, bad

faith, negligence, willful misconduct or wrongful act.

(b) The Form of Selling Agreement between Pacific Life, Pacific Select Distributors, LLC (PSD) and Various Broker-Dealers and

Agency (Selling Entities) provides substantially as follows:

Pacific Life and PSD agree to indemnify and hold harmless Selling Entities, their officers, directors, agents and employees, against any and all losses, claims, damages, or liabilities to which they may become subject under the Securities Act, the Exchange Act, the Investment Company Act of 1940, 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 or alleged 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 Securities Act, or any prospectus included as a part thereof, as from time to time amended and supplemented, or in any advertisement or sales literature provided by Pacific Life and PSD.

Selling Entities agree to, jointly and severally, hold harmless and indemnify Pacific Life and PSD and any of their respective affiliates, employees, officers, agents and directors (collectively, “Indemnified Persons”) against any and all claims, liabilities and expenses (including, without limitation, losses occasioned by any rescission of any Contract pursuant to a “free look” provision or by any return of initial purchase payment in connection with an incomplete application), including, without

limitation, reasonable attorneys’ fees and expenses and any loss attributable to the investment experience under a Contract, that any Indemnified Person may incur from liabilities resulting or arising out of or based upon (a) any untrue or alleged untrue statement other than statements contained in the registration statement or prospectus relating to any Contract, (b) (i) any inaccurate or misleading, or allegedly inaccurate or misleading sales material used in connection with any marketing or solicitation relating to any Contract, other than sales material provided preprinted by Pacific Life or PSD, and (ii) any use of any sales material that either has not been specifically approved in writing by Pacific Life or PSD or that, although previously approved in writing by Pacific Life or PSD, has been disapproved, in writing by either of them, for further use, or (c) any act or omission of a Subagent, director, officer or employee of Selling Entities, including, without limitation, any failure of Selling Entities or any Subagent to be registered as required as a broker/dealer under the 1934 Act, or licensed in accordance with the rules of any applicable SRO or insurance regulator.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (“Act”) may be permitted to directors, officers or persons controlling Pacific Life pursuant to the foregoing provisions, Pacific Life has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 29. Principal Underwriters

(a)	PSD also acts as principal underwriter for Pacific Life Insurance Company, on its own behalf and on behalf of its Separate Account I, Separate Account A, Separate Account B, Pacific Select Variable Annuity Separate Account, Pacific Corinthian Variable Separate Account, Pacific Select Exec Separate Account, Pacific COLI Separate Account, Pacific COLI Separate Account II, Pacific COLI Separate Account III, Pacific COLI Separate Account IV, Pacific COLI Separate Account V, Pacific COLI Separate Account VI, Pacific COLI Separate Account X, Pacific COLI Separate Account XI, Pacific Select Separate Account, and Pacific Life & Annuity Company, on its own behalf and on behalf of its Separate Account A, Pacific Select Exec Separate Account, and Separate Account I.
(b)	For information regarding PSD, reference is made to Form B-D, SEC File No. 8-15264, which is herein incorporated by reference.
(c)	PSD 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

(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(f) 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment No. 11 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 18th day of April, 2019.

SEPARATE ACCOUNT A
(Registrant)
By:	PACIFIC LIFE INSURANCE COMPANY
By:
	James T. Morris*
	Director, Chairman, Chief Executive Officer and President
By:	PACIFIC LIFE INSURANCE COMPANY
	(Depositor)
By:
	James T. Morris*
	Director, Chairman, Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 11 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature		Title	Date
		Director, Chairman, Chief Executive Officer and President	April 18, 2019
James T. Morris*
		Director, Executive Vice President and Chief Operating Officer	April 18, 2019
Adrian S. Griggs*
		Director, Executive Vice President and Chief Financial Officer	April 18, 2019
Darryl D. Button*
		Director, Senior Vice President and General Counsel	April 18, 2019
Sharon A. Cheever*
		Vice President and Secretary	April 18, 2019
Jane M. Guon*
		Senior Vice President and Chief Accounting Officer	April 18, 2019
Edward R. Byrd*
		Executive Vice President	April 18, 2019
Joseph E. Celentano*
		Vice President and Treasurer	April 18, 2019
Joseph W. Krum*
*By:	/s/ SHARON A. CHEEVER		April 18, 2019
	Sharon A. Cheever
	as attorney-in-fact

(Powers of Attorney are contained in this Registration Statement as Exhibit 13).