2014 Pacific Mutual Report to Members . Pacific Mutual Holding Company Pacific Mutual Holding Company (Pacific Mutual) is the parent company of Pacific LifeCorp, which is the parent company of Pacific Life Insurance Company. Policyholders of Pacific Life Insurance Company are members of Pacific Mutual and, as such, are invited to attend an annual meeting of Pacific Mutual and to elect its board of directors. Through its direct and indirect subsidiaries, Pacific Mutual is engaged in a wide variety of insurance, financial services, and other investment-related businesses. 2014 Financial Summary Pacific Mutual Holding Company Dollars in Millions 2014 2013 % Change Company Assets $137,048 $129,921 5% Policyholder & Other Liabilities $126,817 $120,948 5% $ 8,672 $ 8,132 7% $ 7,712 $ 7,521 3% $ 597 $ 541 10% Equity December 31, 1 Operating Revenues Pacific Life Insurance Company Offering insurance since 1868, Pacific Life provides a wide range of life insurance products, annuities, and mutual funds, and offers a variety of investment products and services to individuals, businesses, and pension plans. Pacific Life counts more than half of the 100 largest U.S. companies as its clients. Operating Income 2 3 Company Assets Operating Revenues In Billions of Dollars In Billions of Dollars 2012 2013 124 130 2014 Pacific Life & Annuity Company Pacific Life & Annuity Company offers a wide range of products, including life insurance, annuities, structured settlement annuities, and other investment products and services for individuals and businesses. 7.3 2013 7.5 2014 Equity 7.7 Operating Income In Billions of Dollars In Millions of Dollars 2012 2013 “Pacific Life” refers to Pacific Life Insurance Company and its affiliates, including Pacific Life & Annuity Company.

Client count as of June 2014 is compiled by Pacific Life using the 2014 FORTUNE 500®list. Pacific Life Insurance Company, a subsidiary of Pacific Mutual Holding Company, is licensed in all states except New York. In New York, individual life insurance and annuity products are available through Pacific Life & Annuity Company, a subsidiary of Pacific Life Insurance Company.

Product availability and features vary by state. Insurance product and rider guarantees are backed by the financial strength and claims-paying ability of the issuing company and do not protect the value of the variable investment options. Each company is solely responsible for the financial obligations accruing under the policies it issues. Variable products are issued by Pacific Life Insurance Company and Pacific Life & Annuity Company.

These products and mutual funds are distributed by Pacific Select Distributors, LLC (member FINRA & SIPC), a subsidiary of Pacific Life Insurance Company and an affiliate of Pacific Life & Annuity Company, and are available through licensed third-party broker-dealers. In order to sell life insurance products, a financial professional must be a properly licensed and appointed life insurance producer. For current ratings, visit us online at www.PacificLife.com/ratings. 137 2012 2014 7.4 8.1 8.7 2012 2013 522 541 2014 597 1 Excludes accumulated other comprehensive income and noncontrolling interest. 2 Excludes net realized investment gain (loss) (NRIGL) and other than temporary impairments (OTTI). 3 Excludes NRIGL (net of an estimate of related amortization of deferred policy acquisition costs (DAC) for variable annuity products), adjustments to variable annuity DAC resulting from true-ups, assumption unlockings and modeling refinements, OTTI, and discontinued operations, net of taxes. Pacific Mutual Holding Company’s 2014 audited GAAP consolidated financial statements are online at www.PacificLife.com/financials and at our online voting site, www.webvotedirect.com/pal.

You may also request a paper copy of the financial statements by contacting us at AnnualMeeting@PacificMutual.com or at (800) 800-7646, ext. 3200. 1 . Our Core Values Integrity We do the right thing in all aspects of our business, demonstrating honesty, fairness, and respect. People OUR MISSION We provide financial security through products and services that stand the test of time. OUR VISION Financial Strength We recognize our mission of helping clients achieve financial security can only be accomplished through our people. We invest in developing the talents and expertise of our employees and foster a work environment that is challenging, inclusive, collaborative, and results-oriented. We believe financial strength is essential to fulfilling the needs of our clients. We manage our businesses with a long-term view, focusing on consistent growth, profitability, and effective capital management. Innovation Accountability We hold ourselves accountable by honoring our commitments, taking personal responsibility for our actions, and focusing on solutions. To be the company of choice for clients who seek asset protection and growth. We actively seek out opportunities for new products, services, and creative solutions. We believe that innovation requires rigorous analysis, open-mindedness, and a clear understanding of the needs of our clients. Community Customer Focus OUR CORE VALUES We live our core values each and every day. They define us and guide us. 2 We meet the needs of our clients by developing carefully designed products, services, and solutions, and treat each request from customers as an opportunity to meet or exceed their expectations. We are active in our communities through involvement, volunteerism, and charitable giving. 3 . To Our Policyholders & Clients I n 2014, we remained firmly committed to our focus on long-term strategies, our financial strength, and making decisions that benefit our policyholders and clients. Today, Pacific Life operates in an industry that is going through significant change brought on by economic, demographic, and regulatory forces. Our approach to this change is to embrace it and be innovative in seeking new opportunities to grow our businesses. This approach has positioned us well to achieve our vision of being the company of choice for those who seek asset protection and growth. At the core of this vision is building a relationship with and having an understanding of our customers — the financial professionals who sell our products and the individuals who purchase them.

Our company’s organization is designed to make decisions that are based on customer needs. Product development, customer service, and technology innovation teams are integrated within each of our divisions and subsidiaries, enabling faster feedback and implementation. I’m particularly proud that Pacific Life excels at developing innovative products and services that evolve with our customers’ needs, offering a variety of financial strategies that help provide a lifetime of financial security. 2014 Financial Review Pacific Life continued to achieve financial success during 2014, reporting strong financial results and growth within all areas of the company.

Company assets grew 5 percent to our highest level ever at $137 billion, and our net income was $540 million. We accomplished this by broadening the life insurance, annuity, and mutual fund products we offer, while preserving our strong financial, investment, and risk profiles. Our investment areas reported continued strong investment returns in a rather difficult low interest rate environment. Our Life Insurance Division continued to lead the industry in our chosen product lines, ranking first in sales of indexed universal life and universal life insurance for 2014, and finishing the year ranked fourth in overall life insurance sales. We completed a full year of sales with our new term life insurance product, increasing sales by 117 percent with a simpler application process and a competitively priced product.

We also introduced a program called Producer Experience, an effort to optimize the financial professional experience with Pacific Life and tailor the experience to individual needs. For the 17th year in a row, the Retirement Solutions Division received the DALBAR Service Award for customer-focused dedication to providing best-in-class products and services. We continued to help individuals with new retirement income solutions by introducing an innovative deferred income annuity that can provide a pension-like stream of guaranteed income. We introduced several new variable annuity features, including 14 new investment options for greater investment diversification, a new optional death benefit rider, and an innovative online tool to help showcase the impact of tax deferral on accumulating assets. I’m particularly proud that Pacific Life excels at developing innovative products and services that evolve with our Aviation Capital Group (ACG), one of the premier aircraft lessors in the world, has consistently produced attractive earnings and provides our company global diversification with over 90 airline customers in over 40 countries. ACG is prepared to remain competitive far into the future, with 108 new aircraft on order from Airbus and Boeing. customers’ needs .

. . Headquartered in London, Pacific Life Re is our reinsurance company that provides a range of life insurance risk management products and services in the United Kingdom, Ireland, Asia, and North America. In 2014, Pacific Life Re achieved a 17 percent market share of new protection business, making it the second-largest reinsurer by new business in the U.K.

and Ireland. Transactions In the fourth quarter of 2014, we assumed from RGA Reinsurance Company approximately $200 billion of individual life reinsurance in force, increasing Pacific Life’s total life insurance in force to over $750 billion. This transaction furthers Pacific Life’s strategy of diversification through reinsurance growth and improves our overall risk profile. Acknowledgments Scott D. Stowell was elected to the board of Pacific Mutual Holding Company in May 2014. Scott is the chief executive officer of luxury homebuilder Standard Pacific Homes, which has homebuilding operations in 25 of the country’s top housing markets.

He brings strong leadership experience and business acumen to our board. Life insurance rankings are from the 2014 Confidential Annual Sales Survey of Participating Companies by LIMRA International. Pacific Life Insurance Company sales are based on planned recurring premiums as measured against 83 participating companies. DALBAR Service Awards awarded 1997–2014.

DALBAR, Inc. is a Boston-based financial services market research company. Pacific Life Re ranking by NMG Consulting, Life & Health Reinsurance Programme 2014. 4 5 . Business Highlights Bringing Your Vision to Life Families can best meet their financial needs by using our industry’s products and services and, in many instances, can meet these needs by relying on the lifetime income that life insurers alone provide. We know that you have a choice when looking for financial solutions. It gives me tremendous satisfaction to know that in choosing Pacific Life as a provider, you, our policyholders and clients, chose a company you can trust and people to work with who care about your financial success. Thank you for letting us help bring your vision of your future to life. The Pacific Mutual Holding Company Annual Meeting of Members (Annual Meeting) will be held on Wednesday, May 20, 2015, at 11:30 a.m., Pacific time, at 700 Newport Center Drive, Newport Beach, California 92660 company assets paid in insurance and annuity benefits $540 million 147 years net income founded in 1868 10th indexed universal life and universal life insurance sales NOTICE OF ANNUAL MEETING OF MEMBERS OF PACIFIC MUTUAL HOLDING COMPANY $1.4 billion 1st James T.

Morris Chairman and Chief Executive Officer $137 billion variable annuity sales 4th 333rd total life insurance sales FORTUNE 500 company ® and is open to Pacific Life Insurance Company policyholders and contract holders as members of Pacific Mutual Holding Company. The purpose of the Annual Meeting is the election of directors to the Pacific Mutual Holding Company Board of Directors and such other business as may properly come before the meeting. Jane M. Guon, Secretary 6 Life insurance rankings are from the 2014 Confidential Annual Sales Survey of Participating Companies by LIMRA International.

Pacific Life Insurance Company sales are based on planned recurring premiums as measured against 83 participating companies. Annuity ranking is from the Variable Annuity Sales and Asset Survey by Morningstar, Inc., as of December 31, 2014. Fortune ranking as of June 2014 is of the top 500 U.S.

firms by gross revenue. 7 . Life Insurance Division W e offer solutions to individuals, families, and businesses to help them reach their goals for financial protection, wealth accumulation, and wealth preservation through life insurance coverage. We work with leading financial and insurance professionals to provide high-quality products and services for the diverse and evolving needs of their clients. Our Results Individual Life Insurance in Force Direct Premium In Billions of Dollars In Billions of Dollars 2012 226 2013 232 2014 243 2012 2013 2.7 2014 2.9 3.0 Our Expertise Our Aspirations Financial protection Wealth accumulation Wealth preservation Supplemental retirement income Estate planning tools Family protection Business planning and continuation strategies 2014 Achievements 1st indexed universal life and universal life insurance sales Generated $317 million in life insurance sales, a 9 percent increase over 2013. 2nd variable universal life insurance sales Achieved a 117 percent increase in term life insurance sales over 2013 sales, with a simpler application process and a competitively priced product. 4th total life insurance sales Our Solutions Grow and lead in our chosen product lines. Be the most desirable carrier of choice for distributors. Continue to diversify into new markets. Term life insurance Universal life insurance Variable universal life insurance Indexed universal life insurance Universal life insurance with long-term care benefits Our Markets Individuals and families Small businesses Corporations Launched a survivorship variable universal life insurance product with optional indexed accounts, chronic illness coverage, and a lifetime no-lapse guarantee. Enhanced service to indexed universal life insurance policyowners to include streamlined periodic statements, increased online capabilities, and new communication experiences. Life insurance rankings are from the 2014 Confidential Annual Sales Survey of Participating Companies by LIMRA International, as restated on April 9, 2015. Pacific Life Insurance Company sales are based on planned recurring premiums as measured against 83 participating companies. 8 9 . Retirement Solutions Division W e offer a broad and diversified range of products and solutions designed to help individuals and families achieve asset growth, sustainable retirement income, and long-term financial independence. We also help businesses manage and fulfill their long-term retirement plan commitments to employees. Our Results Individual/Group Annuity Sales Mutual Fund Sales In Billions of Dollars In Billions of Dollars 2012 2012 6.4 2013 7.6 2014 7.3 2013 2014 1.5 1.7 2.1 Our Expertise Our Aspirations Our Aspirations Retirement savings Retirement income Asset allocation strategies Investment strategies Our Solutions Provide the finest service experience to our clients and financial advisors. Manage capital risk for sustainable growth while delivering value to our customers. Fixed annuities Variable annuities Mutual funds Small business 401(k) programs Individual(k) programs Structured settlement annuities Single-premium group annuity contracts 2014 Achievements 10th largest seller of variable annuities 17 years of award-winning customer service to financial professionals and contract owners. 16th largest seller of fixed annuities 3rd Introduced an innovative deferred income annuity to provide the security of a pension-like stream of future retirement income. largest seller of structured settlement annuities Designed the award-winning interactive Pacific Life Tax Deferral Analyzer, which demonstrates in an innovative way the tax deferral advantages of retirement savings. Our Markets Individuals Small businesses Retirement plans DALBAR Service Awards awarded 1997–2014. DALBAR, Inc. is a Boston-based financial services market research company.

Tax Deferral Analyzer awarded in 2014 for excellence in online marketing by Internet Advertising Competition (IAC). Rankings from Morningstar, Inc. Variable Annuity Sales and Assets Survey and from Beacon Research Fixed Annuity Premium Study, as of December 31, 2014.

Structured settlement annuity rankings from LIMRA U.S. Individual Annuities Sales Survey as of December 31, 2014. 10 11 . Investments Positioning the Company for the Long Term Distribution of Investments P acific Life’s investment teams support the Pacific Life family of companies by focusing on investment strategies that stand the test of time and provide attractive risk-adjusted returns. A disciplined investment philosophy and a long-term perspective enable us to deliver products and services that help protect the financial future of our customers. As an independent company with no publicly traded stock, we are focused on long-term investment strategies that benefit our policyholders and clients. $57B Dollars in Millions Highlights Grew our portfolio of fixed maturity securities to Pacific Life invests in carefully selected securities and mortgage loans. Pacific Life has a seasoned management team with experience in both positive and negative market environments.

Our disciplined underwriting and diligent monitoring ensure we maintain portfolio quality over the long horizon. Maintained our focus on credit quality and highly competitive yields to support the attractive crediting rates offered by our product divisions. December 31, 2014 and reported no net credit losses. Continued strong performance of our $12B commercial mortgage and real estate securities portfolios with aggregate net credit losses totaling less than $6 million over the last ten years. 12 Originated $2.1B of new commercial mortgage loan and real estate securities investments at very favorable yields. $555 Other Investments $9,327 Mortgage Loans $336 Real Estate $7,234 Policy Loans $37B $37,398 Fixed Maturity Securities $239 Trading Securities $863 Private Equity $193 Equity Securities $563 Fair Value Option Securities 13 . Investments (continued) Positioning the Company for the Long Term Distribution of Real Estate Investments Quality of Fixed Maturity Securities Pacific Life emphasizes high-quality properties in select major metropolitan areas that exhibit strong demographic and economic trends. Our bond and real estate securities holdings are very strong, with over 95 percent of our fixed maturity securities rated as investment-grade by the Securities Valuation Office of the National Association of Insurance Commissioners (NAIC). Mortgage Loans & Real Estate by Property Type $9.7B December 31, 2014 Dollars in Millions $37B December 31, 2014 $35,707 Investment-Grade NAIC 1 $17,016 High Quality $1,169 Retail $423 Other These featured properties represent two of the high-quality mortgage loans included in Pacific Life’s real estate investment portfolio. Pictured left to right: Weslayan Street Apartments Houston, TX $1,691 Non-Investment-Grade NAIC 3 $1,302 NAIC 4–6 $389 Medium Quality 14 $910 Credit Tenant Loans NAIC 2 $18,691 Highest Quality $1,384 Lodging $1,968 Apartments Dollars in Millions $3,809 Office Buildings Low Quality and below 450 Lexington Avenue New York, NY 15 . Corporate Social Responsibility $5M $6 million in cash contributions from the Pacific Life Foundation to 707 nonprofit agencies during 2014. $6M Beyond our business commitments, we strive to improve our communities and environment through philanthropy and volunteerism. $820,000 in employee and Foundation contributions to the 2014 United Way Campaign, earning Pacific Life the 2014 Dimensions in Giving Partner Award from Orange County United Way. 42% Health & Human Services 31% Civic, Community & Environment 18% Education 9% Arts & Culture Over $600,000 in focus grants supporting the health and welfare of the senior population in our local communities. 16 Improving ocean health with a $5 million pledge toward the Ocean Health Index, an initiative managed by Conservation International, an internationally recognized nonprofit. Pacific Life has invested $3.4 billion in assets related to socially responsible efforts in underserved and low-income communities, as well as environmentally green efforts. We have also made commitments of an additional $1.6 billion toward future investments. Built two community playgrounds from the ground up in partnership with KaBOOM! Over $84 million given to community nonprofits in the past 30 years. $3.4B 7,200 total volunteer hours at 106 different community projects through our Pacific Life Good Guys Program. 17 . Statement of Management’s Responsibility Directors 1, 2 Pacific Mutual Holding Company and Subsidiaries Douglas D. Abbey Chairman Swift Real Estate Partners The management of Pacific Mutual Holding Company and Subsidiaries (the Company) assumes responsibility for the preparation of the Company’s financial information. This responsibility includes maintaining the integrity and objectivity of all such information. The financial information includes amounts that are based on management’s best estimates and judgments. The Company is committed to maintaining internal controls that provide reasonable assurance that assets are safeguarded and that transactions are properly executed and recorded in accordance with management’s authorization. Internal controls are supported by appropriate divisions of responsibilities and separation of duties, specified delegations of authority, established policies and procedures that are clearly communicated, including a code of business conduct to foster a strong ethical climate, and the careful selection, training, and development of employees.

A telephone line is available to all employees to anonymously report suspected violations of the code of business conduct. An internal audit department independently assesses the adequacy and effectiveness of internal controls and recommends possible improvements thereto. Management considers the recommendations of the internal auditors concerning internal controls and takes appropriate actions to respond to these recommendations. 1, 2 1, 2, 3 Mariann Byerwalter Chairman SRI International James T. Morris Chairman and Chief Executive Officer Pacific Life Insurance Company 3 Sharon A.

Cheever Senior Vice President and General Counsel Pacific Life Insurance Company 1 Dwight W. Decker Retired Chairman and Chief Executive Officer Conexant Systems, Inc. 2 Christopher D. Furman President and Chief Executive Officer Ventura Foods, LLC 1 The Board of Directors of Pacific Mutual Holding Company has an audit committee composed entirely of external, independent directors who meet regularly with management, the internal auditors, and the independent auditors.

Both the internal auditors and the independent auditors have direct access to and meet with the audit committee on a regular basis, without management representatives present, to discuss the scope and results of their audits, their views on the adequacy of internal controls, and the quality of financial reporting. John Gottschalk Retired Chairman Omaha World-Herald Company Finally, management also maintains policies to encourage a climate in which the Company’s affairs are conducted in accordance with the highest standards of personal and professional conduct. Jane M. Guon Vice President and Secretary Pacific Life Insurance Company James T. Morris Chairman and Chief Executive Officer 18 Khanh T.

Tran President Adrian S. Griggs Executive Vice President and Chief Financial Officer 3 Lawrence F. Harr Partner Lamson, Dugan & Murray, LLP 1, 2 Julia S.

Gouw President and Chief Operating Officer East West Bank 3 1 Susan Westerberg Prager Dean and Chief Executive Officer Southwestern Law School 1, 2 J. Michael Shepherd Chairman and Chief Executive Officer BancWest Corporation 1 Scott D. Stowell Chief Executive Officer and President Standard Pacific Homes 2 William S.

Thompson Retired Chief Executive Officer PIMCO 1, 2, 3 Khanh T. Tran President Pacific Life Insurance Company 2 Dean A. Yoost Retired Partner PricewaterhouseCoopers 1 Director of Pacific Mutual Holding Company 2 Director of Pacific LifeCorp 3 Director of Pacific Life Insurance Company 19 .

Contact Information Senior Management James T. Morris, FSA Chairman and Chief Executive Officer Joseph E. Celentano Senior Vice President and Chief Risk Officer Khanh T. Tran President Sharon A.

Cheever Senior Vice President and General Counsel Mary Ann Brown, FSA Executive Vice President Corporate Risk Management, Technology, Fund Advisory & Reinsurance Thomas Gibbons Senior Vice President Corporate Treasury, Tax & Enterprise Consulting Dewey P. Bushaw Executive Vice President Retirement Solutions Division Lorene C. Gordon Senior Vice President Operations & Program Management Office Retirement Solutions Division Adrian S.

Griggs Executive Vice President and Chief Financial Officer Richard J. Schindler, CLU, FLMI Executive Vice President Life Insurance Division Edward R. Byrd Senior Vice President and Chief Accounting Officer Kevin R.

Byrne Senior Vice President Finance & Risk Management Retirement Solutions Division 20 Howard T. Hirakawa Senior Vice President Investment Advisor Operations Tod Nasser Senior Vice President Investment Management Andrew Oleksiw Senior Vice President Corporate Development T. Anthony Premer Senior Vice President Real Estate Investments Kevin M.

Roddy Senior Vice President Finance Life Insurance Division Carol R. Sudbeck Senior Vice President Human Resources & Public Affairs Philip A. Teeter Senior Vice President Technology & Operations Retirement Solutions Division Dawn M.

Trautman Senior Vice President Product & Strategy Management Life Insurance Division Chris van Mierlo Senior Vice President, Sales & Chief Marketing Officer Retirement Solutions Division Pacific Life Insurance Company/ Pacific Life & Annuity Company Principal Subsidiaries 700 Newport Center Drive Newport Beach, CA 92660-6397 (800) 800-7646 (949) 219-3011 Email: Info@PacificLife.com www.PacificLife.com Aviation Capital Group Corp. 840 Newport Center Drive, Suite 300 Newport Beach, CA 92660-6322 (949) 219-4600 www.AviationCapital.com Investment Management (800) 800-7646 Real Estate Investments (800) 800-7646, ext. 4763 Retirement Solutions Division (800) 722-4448 Life Insurance Division 45 Enterprise Aliso Viejo, CA 92656-2601 (800) 800-7681, ext. 6000 (949) 420-6000 Pacific Asset Management (800) 800-7646, ext.

1656 (949) 219-1656 www.PAM.PacificLife.com Pacific Life Re Limited Tower Bridge House St. Katharine’s Way London E1W 1BA +44 (0)20 7709 1700 www.PacificLifeRe.com Pacific Select Distributors, LLC (800) 800-7646, ext. 3881 (949) 219-3881 Richard A.

Vrieling Senior Vice President Corporate Information Technology Brian T. Woolfolk Senior Vice President Product Design & Pricing Retirement Solutions Division 21 . www.PacificMutual.com Printed in the USA on Recycled Paper .