U.S. Securities and Exchange Commission 

Washington, D.C. 20549 

**Form 40-F**

**[    ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE**

**SECURITIES EXCHANGE ACT OF 1934**

**OR**

**[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE**

**SECURITIES EXCHANGE ACT OF 1934**

 

**Sun Life Financial Inc.**

(Exact name of Registrant as specified in its charter) 

**Canada**

(Province or other jurisdiction of incorporation or organization) 

**52411**

(Primary Standard Industrial Classification Code Number (ifapplicable)) 

**Not Applicable**

(I.R.S. Employer Identification Number (if applicable)) 

**150 King Street West, 6th Floor, Toronto, Ontario, Canada M5H 1J9 (416) 979-4800**

(Address and telephone number of Registrant’s principal executive offices) 

**Sun Life Assurance Company of Canada – U.S. Operations Holdings, Inc.**

**One Sun Life Executive Park**

**Wellesley Hills, Massachusetts 02481**

**(781) 237-6030**

(Name, address (including zip code) and telephone number (including area code) of 

agent for service in the United States) 

Securities registered or to be registered pursuant to Section 12(b) of the Act: 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act. 

**Not Applicable**

(Title of Class) 

Securities for which there is a reporting obligation pursuant toSection 15(d) of the Act. 

**Not Applicable**

(Title of Class) 

For annual reports, indicate by check mark the information filed with this Form: 

[ **X** ] Annual information form                                 [**X**] Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report. 

 
**Common Shares**    ** ****609,376,407****  **  **Class A Preferred Shares Series 1**    ** ****16,000,000****  **  **Class A Preferred Shares Series 2**    ** ****13,000,000****  **  **Class A Preferred Shares Series 3**    ** ****10,000,000****  **  **Class A Preferred Shares Series 4**    ** ****12,000,000****  **  **Class A Preferred Shares Series 5**    ** ****10,000,000****  **  **Class A Preferred Shares Series 6R**    ** ****10,000,000****  **  **Class A Preferred Shares Series 8R**    ** ****11,200,000****  **  **Class A Preferred Shares Series 10R**    ** ****8,000,000****  **  **Class A Preferred Shares Series 12R**    ** ****12,000,000****  **  
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishingthe information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the filing number assigned to theRegistrant in connection with such Rule. 

Yes ̈                            No þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yesþ                            No  ̈

**INCORPORATION BY REFERENCE**

The following information is incorporated by reference in this annual report on Form 40-F: 

**Disclosure Controls and Procedures**

The information under the heading “Accounting andControl Matters – Disclosure Controls and Procedures” in the Company’s annual management’s discussion and analysis for the year ended December 31, 2013 (the “**2013 Annual MD&A**”) is incorporated herein byreference. 

A copy of the Company’s 2013 Annual MD&A is attached hereto as Exhibit 1. 

**Management’s Annual Report on Internal Control Over Financial Reporting**

The information under the heading “Accounting and Control Matters – Disclosure Controls and Procedures” in the Company’s 2013 Annual MD&A and the information in the managementreport titled “Financial Reporting Responsibilities”, with respect to the Company’s annual consolidated financial statements for the year ended December 31, 2013 (the “**2013 Annual Financial Statements”**) isincorporated herein by reference. 

Copies of the management report titled “Financial Reporting Responsibilities” and theCompany’s 2013 Annual Financial Statements are attached hereto as Exhibit 2. 

**Attestation Report of the Registered Public Accounting Firm**

The “Report of Independent Registered Chartered Accountants” with respect to the Company’s 2013 Annual Financial Statements, whichaccompanies the Company’s 2013 Annual Financial Statements, is incorporated herein by reference. 

**Changes in Internal Control OverFinancial Reporting**

The information under the heading “Accounting and Control Matters – Disclosure Controls andProcedures” in the Company’s 2013 Annual MD&A is incorporated herein by reference. 

**Identification of Audit Committee**

The information under the heading “Directors and Executive Officers – Audit and Conduct Review Committee” in theCompany’s annual information form dated February 13 , 2013 (the “**2013 AIF**”) is incorporated herein by reference. 

Acopy of the Company’s 2013 AIF is attached hereto as Exhibit 3. 

**Audit Committee Financial Expert**

**The information under the heading “Directors and Executive Officers – Audit and Conduct Review Committee” in the Company’s2013 AIF is incorporated herein by reference*.*

**Code of Ethics**

The information under the heading “Directors and Executive Officers – Code of Business Conduct” in the Company’s 2013 AIF is incorporated herein by reference. 

The Company has adopted a code of business conduct, which applies to all of the directors, officers and employees of the Company and its subsidiaries.The Company’s code of business conduct was amended in August 2013, to reinforce the Company’s commitments to high standards of integrity, acting ethically, and reporting breaches. The most significant updates provide enhanced guidance onthe prevention of corruption and bribery, conflicts of interest, privacy, sustainability and records management. 

A copy of the Company’scode of business conduct is attached hereto as Exhibit 4. 

**Principal Accountant Fees and Services**

The information under the headings “Principal Accountant Fees and Services” in the Company’s 2013 AIF is incorporated herein by reference.

None of the services provided by the Company’s external auditor, which are described under the heading “Principal Accountant Feesand Services” in the Company’s 2013 AIF, were approved pursuant to the waiver of pre-approval provisions in paragraph (c)(7)(i)(C) of SEC Rule 2-01 ofRegulation S-X.

**Off-Balance Sheet Arrangements**

The information under the heading “Capital and Liquidity Management – Off-Balance Sheet Arrangements” in the Company’s 2013 AnnualMD&A is incorporated herein by reference. 

**Tabular Disclosure of Contractual Obligations**

The table entitled “Financial Liabilities and Contractual Commitments” included under the heading “Risk Management – RiskCategories – Liquidity Risk” in the Company’s 2013 Annual MD&A is incorporated herein by reference. 

**Comparisonwith New York Stock Exchange Governance Rules**

The Company’s governance processes and practices are consistent with the New YorkStock Exchange corporate governance rules for U.S. publicly-listed companies. 

**UNDERTAKING**

Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnishpromptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions insaid securities. 

**SIGNATURES**

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalfby the undersigned, thereto duly authorized. 

 
**Sun Life Financial Inc.****By:** 
/S/  “Thomas A. Bogart”
 
**Thomas A. Bogart**

**Executive Vice-President, Business Development and**

**General Counsel**
**Dated: February 13, 2014**
**EXHIBITS:**

 
1.Annual Management’s Discussion and Analysis for the year ended December 31, 2013 
 
2.Consolidated Financial Statement for the year ended December 31, 2013 
 
3.Annual Information Form dated February 12 , 2014 
 
4.Sun Life Financial Code of Business Conduct 
 
5.Consent of Independent Registered Chartered Accountants 
 
6.Consent of Appointed Actuary 
 
7.Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of United States Code, pursuant to Section 906 of the*Sarbanes-Oxley Act* of 2002 
 
8.Certifications required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002