<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT 0F 1934




For the Quarterly Period                  Commission File Numbers:
Ended June 30, 2000                       2-99959, 33-29851,
                                          33-31711, 33-41858,
                                          33-43008, 33-58853
                                          and 333-11699


                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
             (Exact name of registrant as specified in its charter)


     Delaware                                     04-2461439
- --------------------------------------- --------------------------------
(State or other jurisdiction of              (IRS Employer I.D. No.)
 incorporation or organization)


One Sun Life Executive Park,       Wellesley Hills, MA           02481
--------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                     (Zip Code)

Registrant's telephone number, including area code          (781) 237-6030


                                        NONE
--------------------------------------------------------------------------------
Former name, former address, and former fiscal year, if changed since last
report.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
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.

      (1) Yes |X| No |_|
      (2) Yes |X| No |_|

Registrant has no voting stock outstanding held by non-affiliates.

Registrant has 5,900 shares of common stock outstanding on August 14, 2000,
all of which are owned by Sun Life of Canada (U.S.) Holdings, Inc.

<PAGE>

                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                           (WHOLLY-OWNED SUBSIDIARY OF
                    SUN LIFE OF CANADA (U.S.) HOLDINGS, INC.)


                                     INDEX


                                                                        PAGE
                                                                       NUMBER

PART I:   Financial Information

  Item 1: Financial Statements:

         Consolidated Statements of Income (unaudited) --
            Six Months Ended
            June 30, 2000 and June 30, 1999                               1

         Consolidated Statements of Income (unaudited) --
            Three Months Ended
            June 30, 2000 and June 30, 1999                               2

         Consolidated Balance Sheets --
            June 30, 2000 (unaudited) and December 31, 1999 (audited)     3

         Consolidated Statements of Comprehensive Income (unaudited) --
            Six Months Ended
            June 30, 2000 and June 30, 1999                               4

         Consolidated Statements of Changes in Stockholder's
                  Equity (unaudited) --
            Six Months Ended
            June 30, 2000 and June 30, 1999                               5

         Consolidated Statements of Cash Flows (unaudited) --
            Six Months Ended
            June 30, 2000 and June 30,1999                                6

         Notes to Unaudited Consolidated Financial Statements             7

  Item 2: Management's Discussion and Analysis of
       Financial Condition and Results of Operations                     21

  Item 3. Quantitative and Qualitative Disclosures
       About Market Risk                                                 31


PART II:  Other Information

  Item 6: Exhibits and Reports on Form 8-K                               34

<PAGE>


                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                          (A WHOLLY-OWNED SUBSIDIARY OF
                    SUN LIFE OF CANADA (U.S.) HOLDINGS, INC.)

                        CONSOLIDATED STATEMENTS OF INCOME
                                  (IN MILLIONS)

                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                UNAUDITED      UNAUDITED
                                                                                  2000            1999
                                                                                  ----            ----
<S>                                                                            <C>            <C>
Revenues

Premiums and annuity considerations                                            $      24.5    $       24.0
Net investment income                                                                158.5           189.1
Net realized investment gains (losses)                                                (2.7)             7.3
Other income                                                                         144.2           103.8
                                                                               -----------    ------------

Total  revenues                                                                      324.5           324.2
                                                                               -----------    ------------

Benefits and expenses

Policyowner benefits                                                                 160.5           170.7
Underwriting, acquisition and other operating expenses                                67.1            46.5
Amortization of deferred policy acquisition costs                                     39.5            50.9
                                                                               -----------    ------------

Total benefits and expenses                                                          267.1           268.1
                                                                               -----------    ------------

Income from operations                                                                57.4            56.1

Interest expense                                                                      21.6            21.6
                                                                               -----------    ------------

Income before income tax expense and discontinued operations                          35.8            34.5

Income tax expense                                                                    11.4             8.3
                                                                               -----------    ------------

Net income from continuing operations                                                 24.4            26.2

Net loss on disposal of subsidiary, after tax                                           --           (25.4)

Net income from discontinued operations                                                 --             0.9
                                                                               -----------    ------------

Net income                                                                     $      24.4    $        1.7
                                                                               ===========    ============

     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


                                        1
<PAGE>


                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                          (A WHOLLY-OWNED SUBSIDIARY OF
                    SUN LIFE OF CANADA (U.S.) HOLDINGS, INC.)

                        CONSOLIDATED STATEMENTS OF INCOME
                                  (IN MILLIONS)

                FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                UNAUDITED      UNAUDITED
                                                                                  2000            1999
                                                                                  ----            ----
<S>                                                                            <C>            <C>
Revenues

Premiums and annuity considerations                                            $       9.9    $       13.0
Net investment income                                                                 78.6            90.7
Net realized investment gains (losses)                                                (2.9)            2.8
Other income                                                                          77.6            53.9
                                                                               -----------    ------------

Total  revenues                                                                      163.2           160.4
                                                                               -----------    ------------

Benefits and expenses

Policyowner benefits                                                                  80.2            86.0
Underwriting, acquisition and other operating expenses                                40.1            26.5
Amortization of deferred policy acquisition costs                                     38.9            26.5
                                                                               -----------    ------------

Total benefits and expenses                                                          159.2           139.0
                                                                               -----------    ------------

Income from operations                                                                 4.0            21.4

Interest expense                                                                      10.8            10.8
                                                                               -----------    ------------

Income (loss) before income tax expense and discontinued operations                   (6.8)           10.6

Income tax expense (benefit)                                                          (3.5)            5.0
                                                                               -----------    ------------

Net income (loss) from continuing operations                                          (3.3)            5.6

Net loss on disposal of subsidiary, after tax                                           --             0.2

Net income from discontinued operations                                                 --             0.1
                                                                               -----------    ------------

Net income (loss)                                                              $      (3.3)   $        5.9
                                                                               ===========    ============

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


                                        2
<PAGE>


                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                          (A WHOLLY-OWNED SUBSIDIARY OF
                    SUN LIFE OF CANADA (U.S.) HOLDINGS, INC.)

                           CONSOLIDATED BALANCE SHEETS
                                  (IN MILLIONS)


<TABLE>
<CAPTION>
                                                                                    UNAUDITED               AUDITED
                                  ASSETS                                          JUNE 30, 2000        DECEMBER 31, 1999
                                                                                  -------------        -----------------
<S>                                                                               <C>                  <C>
Investments
Fixed maturities available-for-sale at fair value (amortized cost of
$2,660.1 and $2,685.4 in 2000 and 1999, respectively)                             $     2,642.7        $         2,677.3
Trading fixed maturities at fair value (amortized cost of $216.8 and
$1.0 in 2000 and 1999, respectively)                                                      218.6                      1.0
Short-term investments                                                                     56.8                    177.2
Mortgage loans                                                                            892.7                    931.4
Real estate                                                                                96.7                     95.1
Policy loans                                                                               41.2                     40.7
Other invested assets                                                                      75.4                     67.9
                                                                                  -------------        -----------------
Total investments                                                                       4,024.1                  3,990.6

Cash and cash equivalents                                                                 308.9                    550.3
Accrued investment income                                                                  50.4                     50.5
Deferred policy acquisition costs                                                         734.4                    686.3
Outstanding premiums                                                                        2.0                      2.7
Other assets                                                                               49.5                     81.2
Separate account assets                                                                17,406.0                 16,123.3
                                                                                  -------------        -----------------

TOTAL ASSETS                                                                      $    22,575.3        $        21,484.9
                                                                                  =============        =================

                                LIABILITIES

Future contract and policy benefits                                               $       724.2        $           729.3
Contractholder deposit funds and other policy liabilities                               2,978.9                  3,144.8
Unearned revenue                                                                            6.2                      7.1
Accrued expenses and taxes                                                                 98.0                     98.8
Deferred federal income taxes                                                              64.3                     77.7
Long-term debt payable to affiliates                                                      565.0                    565.0
Other liabilities                                                                          46.2                     67.7
Separate account liabilities                                                           17,406.0                 16,123.3
                                                                                  -------------        -----------------

Total liabilities                                                                      21,888.8                 20,813.7
                                                                                  -------------        -----------------

                                  STOCKHOLDER'S EQUITY

 Common stock, $1,000 par value - 10,000 shares authorized;
 5,900 shares issued and outstanding                                                        5.9                      5.9
 Additional paid-in capital                                                               199.4                    199.4
 Accumulated other comprehensive income                                                     3.0                      7.1
 Retained earnings                                                                        478.2                    458.8
                                                                                  -------------        -----------------
 Total stockholder's equity                                                               686.5                    671.2
                                                                                  -------------        -----------------

 Total liabilities and stockholder's equity                                       $    22,575.3        $        21,484.9
                                                                                  =============        =================

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


                                        3
<PAGE>


                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                          (A WHOLLY-OWNED SUBSIDIARY OF
                    SUN LIFE OF CANADA (U.S.) HOLDINGS, INC.)

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                  (IN MILLIONS)

                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                UNAUDITED      UNAUDITED
                                                                                  2000            1999
                                                                                  ----            ----
<S>                                                                            <C>            <C>
 Net income                                                                    $      24.4    $        1.7
 Other comprehensive income:
 Net change in unrealized holding gains and losses on available-for-sale
         securities, net of tax                                                       (4.2)           31.6
 Other                                                                                 0.1              --
                                                                               -----------    ------------
 Other comprehensive income:                                                          (4.1)           31.6
                                                                               -----------    ------------

 Comprehensive income                                                          $      20.3    $       33.3
                                                                               ===========    ============


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


                                        4
<PAGE>


                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                          (A WHOLLY-OWNED SUBSIDIARY OF
                    SUN LIFE OF CANADA (U.S.) HOLDINGS, INC.)

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                                  (IN MILLIONS)

                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                       ACCUMULATED
                                                       ADDITIONAL         OTHER                            TOTAL
                                           COMMON       PAID-IN       COMPREHENSIVE      RETAINED      STOCKHOLDER'S
                                           STOCK        CAPITAL           INCOME         EARNINGS         EQUITY
                                       ------------  -------------  -----------------  ------------  ----------------
<S>                                    <C>           <C>            <C>                <C>           <C>
Balance at December 31, 1998           $        5.9  $       199.4  $            75.9  $      496.4  $          777.6

Comprehensive income:
    Net income                                                                                  1.7               1.7
    Other comprehensive income                                                   31.6                            31.6
Dividends to stockholder                                                                      (75.0)            (75.0)
                                       ------------  -------------  -----------------  ------------  ----------------

Balance at June 30, 1999               $        5.9  $       199.4  $           107.5  $      423.1  $          735.8
                                       ============  =============  =================  ============  ================


Balance at December 31, 1999           $        5.9  $       199.4  $             7.1  $      458.8  $          671.2

Comprehensive income:
    Net income                                                                                 24.4              24.4
    Other comprehensive income (loss)                                            (4.1)                           (4.1)
Dividends to stockholder                                                                       (5.0)             (5.0)
                                       ------------  -------------  -----------------  ------------  ----------------

Balance at June 30, 2000               $        5.9  $       199.4  $             3.0  $      478.2  $          686.5
                                       ============  =============  =================  ============  ================


   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


                                        5
<PAGE>


                   SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                          (A WHOLLY-OWNED SUBSIDIARY OF
                    SUN LIFE OF CANADA (U.S.) HOLDINGS, INC.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (IN MILLIONS)

                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                UNAUDITED      UNAUDITED
                                                                                  2000            1999
                                                                                  ----            ----
<S>                                                                            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income from continuing operations                                          $      24.4    $       26.2
Adjustments to reconcile net income from continuing operations to net cash
     provided by operating activities:
     Amortization of discount and premiums                                            (1.3)           (0.2)
     Depreciation and amortization                                                     1.1             1.1
     Net realized (gains) losses on investments                                        2.7            (7.2)
     Tax benefit on disposal of subsidiary                                              --            14.9
     Interest credited to contractholder deposits                                     97.9           113.4
     Deferred federal income taxes                                                   (11.1)           (5.3)
Changes in assets and liabilities:
     Deferred acquisition costs                                                      (45.2)          (31.3)
     Accrued investment income                                                         0.1             8.9
     Other assets                                                                     25.2           (38.5)
     Future contract and policy benefits                                              (5.1)           (3.4)
     Other, net                                                                       14.2            22.3
                                                                               -----------    ------------
Net cash provided by operating activities                                            102.9           100.9
                                                                               -----------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Sales, maturities and repayments of:
     Available-for-sale fixed maturities                                             539.4           849.7
     Subsidiary                                                                         --            29.5
     Mortgage loans                                                                   76.8            65.4
     Real estate                                                                       7.3              --
     Purchases of:
     Available-for-sale fixed maturities                                            (522.4)         (324.1)
     Trading fixed maturities                                                       (218.1)
     Other invested assets                                                            (0.5)           (1.6)
     Mortgage loans                                                                  (37.0)         (140.8)
     Real estate                                                                     (11.2)             --
     Changes in other investing activities, net                                        1.6             2.6
     Net change in policy loans                                                       (0.5)           (1.3)
     Net change in short term investments                                             88.4           (94.0)
                                                                               -----------    ------------
Net cash provided by (used in) investing activities                                  (76.2)          385.4
                                                                               -----------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Deposits to contractholder deposit funds                                        840.0           754.3
     Withdrawals from contractholder deposit funds                                (1,103.1)       (1,085.7)
     Dividends paid to stockholder                                                    (5.0)          (75.0)
                                                                               -----------    ------------
Net cash used in financing activities                                               (268.1)         (406.4)
                                                                               -----------    ------------

Net change in cash and cash equivalents                                             (241.4)           79.9

     Cash and cash equivalents, beginning of period                                  550.3           264.7

     Cash and cash equivalents, end of period                                  $     308.9    $      344.6
                                                                               ===========    ============

SUPPLEMENTAL CASH FLOW INFORMATION:
     Income taxes paid, net of refunds (benefits)                                     38.1           (14.3)
     Interest Paid                                                                    21.2            21.2

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


                                        6
<PAGE>


NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



(1)     DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        General

        Sun Life Assurance Company of Canada (U.S.) (the "Company") was
        incorporated in 1970 as a life insurance company domiciled in the state
        of Delaware. The Company and its subsidiaries are licensed in 49 states
        and certain other territories and are engaged in the sale of individual
        variable life insurance, individual fixed and variable annuities, group
        fixed and variable annuities, group pension contracts, guaranteed
        investment contracts, group life and disability insurance, and other
        asset management services.

        The Company is a wholly-owned subsidiary of Sun Life of Canada (U.S.)
        Holdings, Inc. ("Life Holdco"), which is an indirect wholly-owned
        subsidiary of Sun Life Assurance Company of Canada ("SLOC"), the
        Company's ultimate parent as of December 31, 1999. SLOC is a life
        insurance company domiciled in Canada which reorganized from a mutual
        life insurance company to a stock life insurance company on March 22,
        2000. As a result of the demutualization, a new holding company, Sun
        Life Financial Services of Canada Inc. ("Sun Life Financial"), is now
        the ultimate parent of SLOC and the Company.

        Basis of Presentation

        For the year ended December 31, 1999, the Company filed its Annual
        Report on Form 10-K using audited statutory financial statements. The
        Company prepared these financial statements using accounting practices
        prescribed or permitted by the Insurance Department of the State of
        Delaware, which is a comprehensive basis of accounting other than
        generally accepted accounting principles. The Company changed its basis
        of accounting to generally accepted accounting principles ("GAAP") and
        has restated the financial statements for the prior year ended December
        31, 1999 (Consolidated Balance Sheet) and for the period ended June 30,
        1999 (Consolidated Statement of Income, Consolidated Statement of
        Comprehensive Income, Consolidated Statement of Changes in Stockholder's
        Equity, and Consolidated Statement of Cash Flows) to conform with GAAP.
        See Note 5 for a reconciliation of statutory surplus to GAAP equity and
        statutory net income to GAAP net income.

        The consolidated financial statements include the accounts of the
        Company and its subsidiaries. The Company owns all of the outstanding
        shares of Sun Life Insurance and Annuity Company of New York ("Sun Life
        (N.Y.)"), Sun Life of Canada (U.S.) Distributors, Inc. ("Sundisco"), Sun
        Life Financial Services Limited ("SLFSL"), Sun Benefit Services Company,
        Inc. ("Sunbesco"), Sun Capital Advisers, Inc. ("Sun Capital"), Sun Life
        Finance Corporation ("Sunfinco"), Sun Financial Group Advisers, Inc.
        ("Sunad"), Sun Life of Canada (U.S.) SPE 97-1, Inc. ("SPE 97-1"), and
        Clarendon Insurance Agency, Inc. ("Clarendon"). The


                                        7
<PAGE>

        results are also consolidated with Sun Life of Canada Funding, LLC
        ("Sun Life Funding"), which is owned by a trust capitalized by the
        Company. All significant intercompany transactions have been eliminated
        in consolidation.

        Sun Life (N.Y.) is engaged in the sale of individual fixed and variable
        annuity contracts and group life and disability insurance contracts in
        its state of domicile, New York. Sundisco is a registered investment
        adviser and broker-dealer. SLFSL serves as the marketing administrator
        for the distribution of the offshore products of Sun Life Assurance
        Company of Canada (Bermuda), an affiliate. Sun Capital is a registered
        investment adviser. SPE 97-1 was organized for the purpose of engaging
        in activities incidental to securitizing mortgage loans. Clarendon is a
        registered broker-dealer that acts as the general distributor of certain
        annuity and life insurance contracts issued by the Company and its
        affiliates. Sun Life Funding was organized in connection with the
        issuance of guaranteed investment contracts to unrelated third parties
        in overseas markets. Sunbesco, Sunfinco and Sunad are currently
        inactive.

        In June, 2000, the Company transferred all of the outstanding shares of
        Sun Life Information Services Ireland Limited ("SLIRL") to SLOC. SLIRL
        provides information systems development services to SLOC and its
        subsidiaries.

        During 1999, the Company sold two of its subsidiaries, Massachusetts
        Casualty Insurance Company ("MCIC") (sold February, 1999) and New London
        Trust F.S.B. ("NLT")(sold October, 1999). MCIC is a life insurance
        company which issues only individual disability income policies. NLT is
        a federally chartered savings bank, which grants commercial, residential
        real estate and installment loans. The results of operations of NLT are
        reported as discontinued operations.

        Use of Estimates

        The preparation of financial statements in conformity with GAAP requires
        management to make estimates and assumptions that affect the reported
        amounts of assets and liabilities and disclosure of contingent assets
        and liabilities at the date of the financial statements and the reported
        amount of revenues and expenses during the reporting period. The most
        significant estimates are those used in determining deferred policy
        acquisition costs, investment allowances, and the liabilities for future
        policyholder benefits. Actual results could differ from those estimates.

        Financial Instruments

        In the normal course of business, the Company enters into transactions
        involving various types of financial instruments, including cash and
        cash equivalents, investments such as fixed maturities, mortgage loans
        and equity securities, off balance sheet financial instruments, debt,
        loan commitments and financial guarantees. These instruments involve
        credit risk and also may be subject to risk of loss due to interest rate
        fluctuation. The Company evaluates and monitors each financial
        instrument individually and, when appropriate, obtains collateral or
        other security to minimize losses.


                                        8
<PAGE>

        Cash and Cash Equivalents

        Cash and cash equivalents primarily include cash, commercial paper,
        money market investments, and short term bank participations. All such
        investments have maturities of three months or less and are considered
        cash equivalents for purposes of reporting cash flows.

        Investments

        The Company accounts for its investments in accordance with Statement of
        Financial Accounting Standards No. 115, Accounting for Certain
        Investments of Debt and Equity Securities. At the time of purchase,
        fixed maturity securities are classified based on intent, as
        held-to-maturity, available-for-sale, or trading. In order for the
        security to be classified as held-to-maturity, the Company must have
        positive intent and ability to hold the securities to maturity.
        Securities held-to-maturity are stated at cost, adjusted for
        amortization of premiums, and accretion of discounts. Trading securities
        are carried at estimated fair value with changes in unrealized gains or
        losses reported as a component of net investment income. Securities that
        do not meet this criterion are classified as available-for-sale.
        Available-for-sale securities are carried at estimated fair value with
        changes in unrealized gains or losses reported net of taxes in a
        separate component of stockholder's equity. Fair values are obtained
        from external market quotations. All securities transactions are
        recorded on a trade date basis.

        Mortgage loans are stated at unpaid principle balances, net of
        provisions for estimated losses. Mortgage loans acquired at a premium or
        discount are carried at amortized values net of provisions for estimated
        losses. Loans, which include primarily commercial first mortgages, and
        real estate are diversified by property type and geographic area
        throughout the United States. Mortgage loans are collateralized by the
        related properties and generally are no more than 75% of the properties'
        value at the time that the original loan is made.

        A loan is recognized as impaired when it is probable that the principal
        or interest is not collectible in accordance with the contractual terms
        of the loan. Measurement of impairment is based on the present value of
        expected future cash flows discounted at the loan's effective interest
        rate, or at the loan's observable market price. A specific valuation
        allowance is established if the fair value of the impaired loan is less
        than the recorded amount. Loans are also charged against the allowance
        when determined to be uncollectible. The allowance is based on a
        continuing review of the loan portfolio, past loss experience and
        current economic conditions, which may affect the borrower's ability to
        pay. While management believes that it uses the best information
        available to establish the allowance, future adjustments to the
        allowance may become necessary if economic conditions differ from the
        assumptions used in making the evaluation.

        Real estate investments are held for the production of income or
        held-for-sale. Real estate investments held for the production of income
        are carried at the lower of cost adjusted for accumulated


                                        9
<PAGE>

        depreciation or fair value. Real estate investments held-for-sale are
        primarily acquired through foreclosure of mortgage loans. The cost of
        real estate that has been acquired through foreclosure is the estimated
        fair value at the time of foreclosure. Depreciation of buildings and
        improvements is calculated using the straight-line method over the
        estimated useful life of the property, generally 40 to 50 years.

        Policy loans are carried at the amount of outstanding principal balance
        not in excess of net cash surrender values of the related insurance
        policies.

        Other invested assets consist primarily of leveraged leases and tax
        credit partnerships.

        The Company uses derivative financial instruments including financial
        futures contracts, equity options, interest rate swaps, foreign currency
        swaps and forward spread lock contracts as a means of hedging exposure
        to interest rate, currency and equity price risk. Hedge accounting is
        used to account for certain derivatives. To qualify for hedge
        accounting, the changes in fair value of the derivative must be expected
        to substantially offset the changes in the value of the hedged item.
        Hedges are monitored to ensure that there is a correlation between the
        derivative instrument and the hedged investment. Derivative instruments
        qualifying for hedge accounting treatment are marked to market and the
        related changes in fair value are included in a separate component of
        stockholder's equity. To the extent that the correlation of the
        derivative instrument and hedged item is not established, the derivative
        instrument is marked to market and the related change in fair value is
        recognized in the statement of operations as a component of net
        investment income.

        Investment income is recognized on an accrual basis. Realized gains and
        losses on the sales of investments are recognized in operations at the
        date of sale and are determined using the specific cost identification
        method. When an impairment of a specific investment or a group of
        investments is determined to be other than temporary, a realized
        investment loss is recorded. Changes in the provision for estimated
        losses on mortgage loans and real estate are included in net realized
        investment gains and losses.

        Interest income on loans is recorded on the accrual basis. Loans are
        placed in a non-accrual status when management believes that the
        borrower's financial condition, after giving consideration to economic
        and business conditions and collection efforts, is such that collection
        of principal and interest is doubtful. When a loan is placed in
        non-accrual status, all interest previously accrued is reversed against
        current period interest income. Interest accruals are resumed on such
        loans only when they are brought fully current with respect to principal
        and interest, have performed on a sustained basis for a reasonable
        period of time, and when, in the judgment of management, the loans are
        estimated to be fully collectible as to both principal and interest.


                                       10
<PAGE>


        Deferred Policy Acquisition Costs

        Acquisition costs consist of commissions, underwriting and other costs
        which vary with and are primarily related to the production of revenues.
        Acquisition costs related to investment-type contracts, primarily
        deferred annuity and guaranteed investment contracts, and universal and
        variable life products are deferred and amortized with interest in
        proportion to the present value of estimated gross profits to be
        realized over the estimated lives of the contracts. Estimated gross
        profits are composed of net investment income, net realized investment
        gains and losses, life and variable annuity fees, surrender charges and
        direct variable administrative expenses. This amortization is reviewed
        annually and adjusted retrospectively by a cumulative charge or credit
        to current operations when the Company revises its estimate of current
        or future gross profits to be realized from this group of products,
        including realized and unrealized gains and losses from investments.
        Acquisition costs related to fixed annuities and other life insurance
        products are deferred and amortized, generally in proportion to the
        ratio of annual revenue to the estimated total revenues over the
        contract periods based upon the same assumptions used in estimating the
        liability for future policy benefits.

        Deferred acquisition costs for each life product are reviewed to
        determine if they are recoverable from future income, including
        investment income. If such costs are determined to be unrecoverable,
        they are expensed at the time of determination. Although realization of
        deferred policy acquisition costs is not assured, the Company believes
        it is more likely than not that all of these costs will be realized. The
        amount of deferred policy acquisition costs considered realizable,
        however, could be reduced in the near term if the estimates of gross
        profits or total revenues discussed above are reduced. The amount of
        amortization of deferred policy acquisition costs could be revised in
        the near term if any of the estimates discussed above are revised.

        Other Assets

        Property, equipment, leasehold improvements, and capitalized software
        costs, which are included in other assets, are stated at cost, less
        accumulated depreciation and amortization. Depreciation is provided
        using the straight-line or accelerated method over the estimated useful
        lives of the related assets, which generally range from 3 to 30 years.
        Amortization of leasehold improvements is provided using the
        straight-line method over the lesser of the term of the leases or the
        estimated useful life of the improvements. Reinsurance receivables from
        reinsurance ceded are also included in other assets.


                                       11
<PAGE>

        Policy Liabilities and Accruals

        Future contract and policy benefits are liabilities for life, health and
        annuity products. Such liabilities are established in amounts adequate
        to meet the estimated future obligations of policies in force. Future
        policy benefits for individual life insurance and annuity policies are
        computed using interest rates ranging from 4.5% to 5.5% for life
        insurance and 6% to 11.25% for annuities. The liabilities associated
        with traditional life insurance, annuity and disability insurance
        products are computed using the net level premium method based on
        assumptions about future investment yields, mortality, morbidity and
        persistency. The assumptions used are based upon both the Company's and
        its affiliates' experience and industry standards. Estimated liabilities
        are established for group life and health policies that contain
        experience rating provisions.

        Policyholder contract deposits consist of policy values that accrue to
        the holders of universal life-type contracts and investment-related
        products such as deferred annuities and guaranteed investment contracts.
        The liabilities are determined using the retrospective deposit method
        and consist of net deposits and investment earnings less administrative
        charges. The liability is before the deduction of any applicable
        surrender charges.

        Other policy liabilities include liabilities for policy and contract
        claims. These amounts consist of the estimated amount payable for claims
        reported but not yet settled and an estimate of claims incurred but not
        reported. The amount reported is based upon historical experience,
        adjusted for trends and current circumstances. Management believes that
        the recorded liability is sufficient to provide for the associated
        claims adjustment expenses. Revisions to these estimates are included in
        operations in the year such refinements are made.

        Revenue and Expenses

        Premiums for traditional individual life and annuity products are
        considered revenue when due. Premiums related to group life and group
        disability insurance are recognized as revenue pro-rata over the
        contract period. The unexpired portion of these premiums is recorded as
        unearned premiums. Revenue from universal life-type products and
        investment-related products includes charges for cost of insurance
        (mortality), initiation and administration of the policy and surrender
        charges. Revenue is recognized when the charges are assessed except that
        any portion of an assessment that relates to services to be provided in
        future years is deferred and recognized over the period during which the
        services are provided.

        Benefits and expenses, other than deferred policy acquisition costs,
        related to traditional life, annuity, and disability contracts,
        including group policies, are recognized when incurred in a manner
        designed to match them with related premium revenue and spread income
        recognition over expected policy lives. For universal life-type and
        investment-type contracts, benefits include interest credited to
        policyholders' accounts and death benefits in excess of account values,
        which are recognized as incurred.


                                       12
<PAGE>

        Income Taxes

        The Company and its subsidiaries participate in a consolidated federal
        income tax return with Sun Life Assurance Company of Canada - U.S.
        Operations Holdings, Inc., a direct wholly-owned subsidiary of SLOC and
        parent company of Life Holdco and other affiliates. Deferred income
        taxes are generally recognized when assets and liabilities have
        different values for financial statement and tax reporting purposes, and
        for other temporary taxable and deductible differences as defined by
        Statement of Financial Accounting Standards No. 109, Accounting for
        Income Taxes. These differences result primarily from policy reserves,
        policy acquisition expenses and unrealized gains or losses on
        investments.

        Separate Accounts

        The Company has established separate accounts applicable to various
        classes of contracts providing for variable benefits. Contracts for
        which funds are invested in separate accounts include variable life
        insurance and individual and group qualified and non-qualified variable
        annuity contracts. Assets and liabilities of the separate accounts,
        representing net deposits and accumulated net investment earnings less
        fees, held primarily for the benefit of contract holders, are shown as
        separate captions in the financial statements. Assets held in the
        separate accounts are carried at market value and the investment risk of
        such securities is retained by the policyholder.

        New Accounting Pronouncements

        In June 1998, the Financial Accounting Standards Board ("FASB") issued
        Statement of Financial Accounting Standards No. 133, "Accounting for
        Derivative Instruments and Hedging Activities" ("SFAS No. 133"), which
        establishes accounting and reporting standards for derivative
        instruments. SFAS No. 133 requires that an entity recognize all
        derivatives as either assets or liabilities at fair value in the balance
        sheet and establishes special accounting for the following three types
        of hedges: fair value hedges, cash flow hedges, and hedges of foreign
        currency exposures of net investments in foreign operations.

        In June 1999, the FASB issued Statement of Financial Accounting
        Standards No. 137 ("SFAS No. 137"), "Accounting for Derivative
        Instruments and Hedging Activities - Deferral of the Effective Date of
        FASB SFAS No. 133." SFAS No. 137 delays the effective date of SFAS No.
        133 for all fiscal quarters until fiscal years beginning after June 15,
        2000. The Company is evaluating SFAS No. 133 and has not determined its
        effect on the consolidated financial statements.

        On January 1, 1999, the Company adopted the American Institute of
        Certified Public Accountants ("AICPA") Statement of Position 97-3 ("SOP
        97-3"), "Accounting by Insurance and Other Enterprises for
        Insurance-Related Assessments." This statement provides guidance on when
        an insurance or other enterprise should recognize a liability for
        guaranty fund and other assessments and on how to measure such
        liability. The adoption of SOP 97-3 had no material impact on the
        financial position or results of operations of the Company.


                                       13
<PAGE>


        On January 1, 1999, the Company adopted AICPA Statement of Position 98-1
        ("SOP 98-1"), "Accounting for the Costs of Computer Software Developed
        or Obtained for Internal Use." SOP 98-1 provides guidance for
        determining whether costs of software developed or obtained for internal
        use should be capitalized or expensed as incurred. In the past, the
        Company has expensed such costs as they were incurred.

(2)     TRANSACTIONS WITH AFFILIATES

        The Company has an agreement with SLOC which provides that SLOC will
        furnish, as requested, personnel as well as certain services and
        facilities on a cost-reimbursement basis. Expenses under this agreement
        amounted to approximately $9,468,000 and $16,842,000 for the three and
        six month periods in 2000 and $8,508,000 and $15,306,000 for the same
        periods in 1999.

        The Company leases office space to SLOC under lease agreements with
        terms expiring in September, 2004 and options to extend the terms for
        each of twelve successive five-year terms at fair market rental not to
        exceed 125% of the fixed rent for the term which is ending. Rent
        received by the Company under the leases for the three and six month
        periods in 2000 amounted to approximately $1,994,000 and $3,988,000,
        respectively. The rent received for the same periods in 1999 was
        $1,762,000 and $3,524,000, respectively.

        During January 2000, the Company purchased $200 million of term notes
        issued by an affiliate, Massachusetts Financial Services Company,
        maturing in 2003 and 2004.

(3)     SEGMENT INFORMATION

        The Company offers financial products and services such as fixed and
        variable annuities, guaranteed investment contracts, retirement plan
        services, and life insurance on an individual and group basis, as well
        as disability insurance on a group basis. Within these areas, the
        Company conducts business principally in four operating segments and
        maintains a corporate segment to provide for the capital needs of the
        four operating segments and to engage in other financing related
        activities.

        The Individual Protection segment markets and administers a variety of
        life insurance products sold to individuals and corporate owners of
        individual life insurance. The products include whole life, universal
        life and variable life products.

        The Group Protection segment markets and administers group life and
        long-term disability insurance to small and mid-size employers in the
        State of New York.

        The Wealth Management segment markets and administers individual and
        group variable annuity products, individual and group fixed annuity
        products which include market value adjusted annuities, and other
        retirement benefit products. The company began offering guaranteed
        investment contracts to unrelated third parties in overseas markets
        during the second quarter of 2000. These contracts may contain any of


                                       14
<PAGE>

        a number of features including variable or fixed interest rates and
        equity index options and may be denominated in foreign currencies. The
        Company uses derivative instruments to manage the risks inherent in the
        contract options.

        Summarized unaudited financial information by segment is provided in the
        tables below:


<TABLE>
<CAPTION>
(IN MILLIONS)                                                                                                  JUNE 30,
                                             SIX MONTHS ENDED JUNE 30, 2000                                      2000
                                             ------------------------------                             --------------------


                             TOTAL                TOTAL               PRETAX           NET                     TOTAL
                            REVENUES           EXPENDITURES           INCOME          INCOME                   ASSETS
                         --------------    --------------------    ------------    -------------        --------------------
<S>                      <C>               <C>                     <C>             <C>                  <C>
Individual Protection     $      19.4       $            22.2       $    (2.8)      $     (1.8)           $           826.1
Group Protection                  8.7                     7.7             1.0               .7                         28.7
Wealth Management               281.0                   234.6            46.4             34.1                     21,522.7
Corporate                        15.4                    24.2            (8.8)            (8.6)                       197.8
                         ==============    ====================    ============    =============        ====================
Total                     $     324.5       $           288.7       $    35.8       $     24.4            $        22,575.3
                         ==============    ====================    ============    =============        ====================


<CAPTION>
                                                                                                            DECEMBER 31,
                                             SIX MONTHS ENDED JUNE 30, 1999                                     1999
                                             ------------------------------                             --------------------
<S>                      <C>               <C>                     <C>             <C>                  <C>
Individual Protection     $       7.7       $             9.4       $    (1.7)      $    (1.0)            $           291.5
Group Protection                  8.4                     7.8             0.6             0.3                          20.0
Wealth Management               293.0                   247.1            45.9            32.1                      20,534.2
Corporate                        15.1                    25.4           (10.3)           (5.2)                        639.2
                         ==============    ====================    ============    =============        ====================
Total                     $     324.2       $           289.7       $    34.5       $    26.2             $        21,484.9
                         ==============    ====================    ============    =============        ====================
</TABLE>








                                       15
<PAGE>

<TABLE>
<CAPTION>
(IN MILLIONS)                                                                                                 JUNE 30,
                                           THREE MONTHS ENDED JUNE 30, 2000                                     2000
                                           --------------------------------                             --------------------

                             TOTAL                TOTAL               PRETAX           NET                     TOTAL
                            REVENUES           EXPENDITURES           INCOME          INCOME                   ASSETS
                         --------------    --------------------    ------------    -------------        --------------------
<S>                      <C>               <C>                     <C>             <C>                  <C>
Individual Protection     $      16.3       $            19.0       $   ($2.7)      $    (1.7)           $            826.1
Group Protection                  4.5                     4.4             0.1              .1                          28.7
Wealth Management               134.1                   135.3            (1.2)            1.5                      21,522.7
Corporate                         8.3                    11.3            (3.0)           (3.2)                        197.8
                         ==============    ====================    ============    =============        ====================
Total                     $     163.2       $           170.0       $    (6.8)      $    (3.3)           $         22,575.3
                         ==============    ====================    ============    =============        ====================

<CAPTION>
                                                                                                           DECEMBER 31,
                                           THREE MONTHS ENDED JUNE 30, 1999                                    1999
                                           --------------------------------                             --------------------
<S>                      <C>               <C>                     <C>             <C>                  <C>
Individual Protection     $       3.3       $             5.0       $    (1.7)      $    (1.0)           $            291.5
Group Protection                  4.2                     4.3            (0.1)           (0.1)                         20.0
Wealth Management               146.7                   126.5            20.2            14.0                      20,534.2
Corporate                         6.2                    14.0            (7.8)           (7.3)                        639.2
                         ==============    ====================    ============    =============        ====================
Total                     $     160.4       $           149.8       $    10.6       $     5.6            $         21,484.9
                         ==============    ====================    ============    =============        ====================
</TABLE>


(4)  DISCONTINUED OPERATIONS

         In February 1999, the Company completed the sale of its wholly-owned
         subsidiary, MCIC, for approximately $34,000,000 million. The Company
         realized a loss of $25,600,000 on the sale.

         In October 1999, the Company completed the sale of its wholly-owned
         subsidiary, NLT.

         A summary of the results of these discontinued operations follows:

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED            SIX MONTHS ENDED
        (in millions)                                                JUNE 30, 1999               JUNE 30, 1999
                                                                  ------------------            ----------------
        <S>                                                       <C>                           <C>
        Revenue                                                     $          7.2                $        14.7
        Expenses                                                               6.7                         12.9
        Provision for income taxes                                             0.4                          0.9
                                                                  ==================            ================
        Income from discontinued operations                         $          0.1                $         0.9
                                                                  ==================            ================
</TABLE>





                                       16
<PAGE>


(5)     STATUTORY FINANCIAL INFORMATION

        For the year ended December 31, 1999, the Company filed its Annual
        Report on Form 10-K using audited statutory financial statements. The
        Company prepared these financial statements using accounting practices
        prescribed or permitted by the Insurance Department of the State of
        Delaware, which is a comprehensive basis of accounting other than GAAP.
        The Company changed its basis of accounting to GAAP and has restated the
        financial statements for the prior year ended December 31, 1999
        (Consolidated Balance Sheet) and for the period ended June 30, 1999
        (Consolidated Statement of Income, Consolidated Statement of
        Comprehensive Income, Consolidated Statement of Changes in Stockholder's
        Equity, and Consolidated Statement of Cash Flows) to conform with GAAP.
        The Statutory Balance Sheet filed as part of the 1999 Annual Report on
        Form 10K is shown below:















                                       17
<PAGE>


SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(WHOLLY-OWNED SUBSIDIARY OF SUN LIFE OF CANADA (U.S.) HOLDINGS, INC.)

STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND
CAPITAL STOCK AND SURPLUS

<TABLE>
<CAPTION>
                                                                                                       DECEMBER 31, 1999
                                                                                                  ----------------------------
<S>                                                                                           <C>
ADMITTED ASSETS
Bonds                                                                                         $                     1,221,970
Common stocks                                                                                                          75,283
Mortgage loans on real estate                                                                                         528,911
Properties acquired in satisfaction of debt                                                                            15,641
Investment real estate                                                                                                 79,182
Policy loans                                                                                                           40,095
Cash and short-term investments                                                                                       316,971
Other invested assets                                                                                                  67,938
Investment income due and accrued                                                                                      25,303
Other assets                                                                                                            5,807
                                                                                                  ----------------------------
General account assets                                                                                              2,377,101
Separate account assets
 Unitized                                                                                                          15,490,328
 Non-unitized                                                                                                       2,080,726
      TOTAL ADMITTED ASSETS                                                                   $                    19,948,155
                                                                                                  ============================

LIABILITIES
Aggregate reserve for life policies and contracts                                             $                     1,153,642
Supplementary contracts                                                                                                 3,182
Policy and contract claims                                                                                                962
Liability for premium and other deposit funds                                                                         564,820
Surrender values on cancelled policies                                                                                     16
Interest maintenance reserve                                                                                           41,771
Commissions to agents due or accrued                                                                                    3,253
General expenses due or accrued                                                                                        14,055
Transfers from Separate Accounts due or accrued                                                                     (467,619)
Taxes, licenses and fees due or accrued, excluding FIT                                                                    379
Federal income taxes due or accrued                                                                                    89,031
Unearned investment income                                                                                                 22
Amounts withheld or retained by company as agent or trustee                                                             (442)
Remittances and items not allocated                                                                                     1,078
Asset valuation reserve                                                                                                44,071
Payable to parent, subsidiaries, and affiliates                                                                        26,284
Other liabilities                                                                                                      16,674
                                                                                                  ----------------------------
General account liabilities                                                                                         1,491,179
Separate account liabilities:
 Unitized                                                                                                          15,489,908
 Non-unitized                                                                                                       2,080,726
                                                                                                  ----------------------------
    TOTAL LIABILITIES                                                                                              19,061,813
                                                                                                  ----------------------------
</TABLE>





                                       18
<PAGE>


<TABLE>
<S>                                                                                            <C>
CAPITAL STOCK AND SURPLUS
Common capital stock                                                                                            5,900
                                                                                                  --------------------
Surplus notes                                                                                                 565,000
Gross paid in and contributed surplus                                                                         199,355
Unassigned funds                                                                                              116,087
                                                                                                  --------------------
Surplus                                                                                                       880,442
 Total common capital stock and surplus                                                                       886,342
                                                                                                  ====================
      TOTAL LIABILITIES, CAPITAL STOCK AND SURPLUS                                            $            19,948,155
                                                                                                  ====================
</TABLE>


              The following information reconciles statutory net income and
              statutory surplus with net income and equity on a GAAP basis:

<TABLE>
<CAPTION>
(in millions)                                                                          SIX MONTHS ENDED JUNE 30,
                                                                                      2000                  1999
                                                                                      ----                  ----
<S>                                                                                <C>                     <C>
Statutory net income                                                               $  35.6                 $ 41.3

Adjustments to GAAP for life insurance companies:
  Statutory interest maintenance reserve                                              (1.6)                  (1.8)
  Investment income and realized gains(losses)                                        (8.2)                   4.7
  Policyowner benefits                                                               (66.8)                 (82.2)
  Deferred policy acquisition costs                                                   45.8                   32.4
  Deferred income taxes                                                                6.9                    3.9
Other, net                                                                            12.7                    3.4
                                                                                   -----------            ----------
GAAP net income (loss)                                                             $  24.4                 $  1.7
                                                                                   ===========            ==========

<CAPTION>
(in millions)                                                                         THREE MONTHS ENDED JUNE 30,
                                                                                      2000                  1999
                                                                                      ----                  ----
<S>                                                                                <C>                     <C>
Statutory net income                                                               $  14.2                 $  3.6

Adjustments to GAAP for life insurance companies:
  Statutory interest maintenance reserve                                              (0.8)                  (0.9)
  Investment income and realized gains(losses)                                       (10.1)                  19.2
  Policyowner benefits                                                               (42.4)                 (46.8)
  Deferred policy acquisition costs                                                    6.8                   15.8
  Deferred income taxes                                                               18.0                   12.9
Other, net                                                                            11.0                    2.1
                                                                                   -----------            ----------
GAAP net income (loss)                                                             $  (3.3)                $  5.9
                                                                                   ===========            ==========
</TABLE>




                                       19
<PAGE>


<TABLE>
<CAPTION>
(in millions)
                                                                                   JUNE 30,            DECEMBER 31,
                                                                                     2000                  1999
                                                                                   --------            ------------
<S>                                                                               <C>                  <C>
Statutory surplus                                                                 $   916.1             $    886.3

Adjustments to GAAP for life insurance companies:
  Valuation of investments                                                             (6.9)                   3.7
  Deferred policy acquisition costs                                                   734.4                  686.3
  Future policy benefits and
     Contractholder deposit funds                                                    (423.8)                (350.2)
  Deferred income taxes                                                               (63.8)                 (86.1)
  Statutory interest maintenance reserve                                               39.2                   42.3
  Statutory asset valuation reserve                                                    40.4                   45.3
  Surplus notes                                                                      (565.0)                (565.0)
  Capitalized software costs                                                            5.9                    6.2
  Other, net                                                                           10.0                    2.4
                                                                                   -----------            ----------
GAAP equity                                                                       $   686.5             $    671.2
                                                                                   ===========            ==========
</TABLE>

        The National Association of Insurance Commissioners has codified
        statutory accounting practices, which are expected to constitute the
        only source of prescribed statutory accounting practices and are
        effective in 2001. Codification will change prescribed statutory
        accounting practices and may result in changes to the accounting
        practices that insurance enterprises use to prepare their statutory
        financial statements. The changes of codification will not have a
        material impact on statutory surplus.

(6)     COMMITMENTS AND CONTINGENT LIABILITIES

        The Company is involved in pending and threatened litigation in the
        normal course of its business in which claims for monetary and punitive
        damages have been asserted. Although there can be no assurances, at the
        present time the Company does not anticipate that the ultimate liability
        arising from such pending or threatened litigation, after consideration
        of provisions made for potential losses and costs of defense, will have
        a material adverse effect on the financial condition of operating
        results of the Company.

        Under insurance guaranty fund laws in each state, the District of
        Columbia and Puerto Rico, insurers licensed to do business can be
        assessed by state insurance guaranty associations for certain
        obligations of insolvent insurance companies to policyholders and
        claimants. Recent regulatory actions against certain large life insurers
        encountering financial difficulty have prompted various state insurance
        guaranty associations to begin assessing life insurance companies for
        the deemed losses. Most of these laws do provide, however, that an
        assessment may be excused or deferred it would threaten an insurer's
        solvency and further provide annual limits on such assessments. Part of
        the assessments paid by the Company and its subsidiaries pursuant to
        these laws may be used as credits for a portion of the associated
        premium taxes.


                                       20
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

CAUTIONARY STATEMENT

This Form 10-Q includes forward-looking statements by the Company under the
Private Securities Litigation Reform Act of 1995. These statements are not
matters of historical fact; they relate to such topics as future product sales,
Year 2000 compliance, volume growth, market share, market risk and financial
goals. It is important to understand that these forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those that the statements anticipate. These risks and
uncertainties may concern, among other things:

-   Heightened competition, particularly in terms of price, product features,
    and distribution capability, which could constrain the Company's growth and
    profitability.

-   Changes in interest rates and market conditions.

-   Regulatory and legislative developments.

-   Developments in consumer preferences and behavior patterns.

-   The Company's ability to identify and address any remaining Year 2000 issues
    successfully, in a timely manner, and at reasonable cost. They also may
    concern the ability of the Company's vendors, suppliers, other service
    providers, and customers to successfully address any of their own remaining
    Year 2000 issues in a timely manner.


RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999:

NET INCOME

Net income increased by $22.7 million to $24.4 million in the first six months
of 2000, reflecting a decrease of $1.8 million in income from continuing
operations, a decrease of $.9 million in income from discontinued operations,
and $25.4 million of after-tax loss from the sale of MCIC which occurred in
February 1999.

NET INCOME FROM OPERATIONS BY SEGMENT

The Company's income from operations reflects the operations of its four
business segments: the Wealth Management segment, the Individual Protection
segment, the Group Protection segment and the Corporate segment.

The following table provides a summary of income from operations by segment,
which is discussed more fully below.


                                       21
<PAGE>


<TABLE>
<CAPTION>
                                             2000               1999              $ CHANGE
                                             ----               ----              --------
<S>                                        <C>               <C>                 <C>
WEALTH MANAGEMENT                          $    34.1         $     32.1          $      2.0
INDIVIDUAL PROTECTION                           (1.8)              (1.0)               (0.8)
GROUP PROTECTION                                 0.7                0.3                 0.4
CORPORATE                                       (8.6)              (5.2)               (3.4)
                                           ---------         ----------          ----------
                                           $    24.4         $     26.2          $     (1.8)
                                           =========         ==========          ==========
</TABLE>


WEALTH MANAGEMENT SEGMENT

The Wealth Management segment focuses on the savings and retirement needs of
individuals preparing for retirement or who have already retired. It primarily
markets to upscale consumers in the U.S., selling individual and group fixed and
variable annuities. Its major product lines, "Regatta" and "Futurity," are
combination fixed/variable annuities. In these combination annuities,
contractholders have the choice of allocating payments either to a fixed
account, which provides a guaranteed rate of return, or to variable accounts.
Withdrawals from the fixed account are subject to market value adjustment. In
the variable accounts, the contractholder can choose from a range of investment
options and styles. The return depends upon investment performance of the
options selected. Investment funds available under Regatta products are managed
by Massachusetts Financial Services Company ("MFS"), an affiliate of the
Company. Investment funds available under Futurity products are managed by
several investment managers, including MFS and Sun Capital Advisers, Inc., a
subsidiary of the Company.

The Company distributes its annuity products through a variety of channels. For
the Regatta products, about half are sold through securities brokers; a further
one-fourth through financial institutions, and the remainder through insurance
agents and financial planners. The Futurity products, introduced in February
1998, are primarily distributed through a dedicated wholesaler network,
including Sun Life of Canada (U.S.) Distributors, Inc., a subsidiary.

Although new pension products are not currently sold in the U.S., there is a
substantial block of group retirement business in-force, including guaranteed
investment contracts ("GICs"), pension plans and group annuities. A significant
portion of these pension contracts are non-surrenderable, with the result that
the Company's liquidity exposure is limited. GICs were marketed directly in the
U.S. through independent managers. In 1997, the Company decided to no longer
market group pension and GIC products in the U.S. Beginning in the second
quarter of 2000, the Company began marketing GIC to unrelated third parties in
overseas markets.

Net income increased by $2.0 million to $34.1 million in 2000 primarily due to
the increased volume of in-force business offset by strain associated with the
successful introduction of new products which credit the policyholder with a
bonus upon receipt of the deposit. Following are the major factors affecting the
Wealth Management segment's results for the six months of 2000 as compared to
the same period in 1999.

-   Fee income increased primarily as a result of higher variable annuity
    account balances. Fee income was higher by approximately $30 million in the
    first six months of 2000 compared to the same period in 1999. Market
    appreciation and net deposit activity have been key factors in the growth in
    the account balances. This growth has generated corresponding increases in
    fee income, since fees are determined based on the average assets held in
    these accounts. Variable annuity assets have increased by almost $5 billion
    since January 1,


                                       22
<PAGE>

    1999. Net deposits of annuity products decreased by $49 million compared
    with 1999. The decrease in net deposits results primarily from increases in
    variable annuity surrenders in 2000. The increases are primarily related to
    older products which are no longer actively marketed. The Company expects
    that as the separate account block of business continues to grow, from both
    net deposits and asset appreciation, and as an increasing number of
    accounts are no longer subject to surrender charges, surrenders will tend
    to increase.

    Total new deposits of fixed and variable annuities increased by $64 million
    to $1,451 million in 2000. Sales of the Futurity line of products
    represented $357 million of total annuity deposits in 2000, an increase of
    $206 million from the same six month period in 1999. The Company expects
    that sales of the Futurity product will continue to increase in the future,
    based on management's beliefs that market demand is growing for
    multi-manager variable annuity products such as Futurity; that the
    productivity of Futurity's wholesale distribution network, established in
    1998, will continue to grow; and that the marketplace will continue to
    respond favorably to introductions of new Futurity products and product
    enhancements.

-   There has been a shift in demand to variable account annuity products from
    general account annuity products. As a consequence, there has been a decline
    in average general account invested assets and, in turn, net investment
    income has declined. Net investment income reflects only income earned on
    invested assets of the general account. Net investment income and realized
    gains for the Wealth Management segment decreased by $39 million for the
    first six months of 2000 as compared to the same period in 1999. This
    decline in average general account assets primarily reflects the Company's
    decision in 1997 to no longer market group pension and GIC products in the
    U.S. and as a consequence, a declining block of in-force business as U.S.
    issued GICs mature and are surrendered. The introduction of GIC products
    marketed to unrelated third parties in overseas markets, generated $177
    million of new deposits for the second quarter of 2000. The Company expects
    the new GIC products to result in an increase in general account assets in
    the future as additional deposits are received.

-   Policyholder benefits (the major elements of which are interest credited to
    contractholder deposits and annuity benefits) decreased by approximately
    $11.6 million in the six months ended June 30, 2000 as compared to the same
    period in 1999. This is less than the decrease in investment income as the
    surrenders of maturing GIC contracts on which the Company earns a positive
    spread are being partially replaced by sales of annuities under the
    Company's Dollar Cost Averaging ("DCA") programs. Under these programs,
    deposits are made into the fixed portion of the annuity contract and receive
    a bonus rate of interest for the policy year. During the year, the fixed
    deposit is systematically transferred to the variable portion of the
    contract in equal periodic installments. In addition, the bonus payments
    credited to policyholder deposits totaled over $10 million during 2000.
    Sales of the new GIC products had no significant impact on benefits during
    2000.

-   Underwriting, acquisition and other operating expenses increased by $5.5
    million in the six months ended June 30, 2000 as compared to the same period
    in 1999 reflecting the increased volumes of both new business and in-force
    business.

-   Amortization of deferred policy acquisition costs decreased by $11.3 million
    in the six months ended June 30, 2000 as compared to the same period in 1999


                                       23
<PAGE>

    primarily reflecting an increase in expected future gross profits. The
expectation of future gross profits increased due to favorable surrender
activity and growth in variable annuity asset balances which increased during
the later part of 1999 through the first quarter of 2000 due to significant
market appreciation. Both factors result in increased fee income. Since
future gross profits are expected to be higher, the current amortization of
deferred policy acquisition costs is lower.

INDIVIDUAL PROTECTION SEGMENT

The Company currently markets individual variable life insurance products. These
products include variable universal life products marketed to the
corporate-owned life insurance ("COLI") market, which products were first
introduced in late 1997. In September 1999, the Company introduced a new
variable life product as part of the Futurity product portfolio. The Company's
management expects that the Company's variable life business will grow and
become more significant in the future.

Net loss from the Individual Protection segment decreased by $0.8 million during
the first six months of 2000 as compared to the same period in 1999 due
primarily to increased death benefits. During the second quarter of 2000 the
Company received a $500 million deposit to its new privately placed COLI
variable life product. This resulted in increased fee income of $11 million
which was offset by increased acquisition costs associated with the sale.


GROUP PROTECTION SEGMENT

The Group Protection segment focuses on providing life and disability insurance
to small and medium size employers as part of those companies' employee benefit
plans. This segment operates only in the state of New York through a subsidiary.
Net income from the Group Protection segment increased by $0.4 million for the
six months ended June 30, 2000 as compared to the same period in 1999 primarily
due to favorable claims experience.


CORPORATE SEGMENT

The Corporate segment includes the unallocated capital of the Company, its debt
financing, and items not otherwise attributable to the other segments.

In the first six months of 2000, the net loss from operations for the Corporate
segment increased by $3.4 million to a loss of $8.6 million. This increase
reflected increased operational expenses and increased income taxes. Income
taxes in 1999 reflected an income tax benefit associated with tax operating
losses of subsidiaries not allocated to the operating segments.

THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999:

NET INCOME

Net income for the second quarter decreased by $9.2 million to a net loss of
($3.3) million in 2000, reflecting a decrease of $8.9 million in income from
continuing operations and a decrease of $.1 million in income from discontinued
operations and an adjustment to the loss on disposal of Massachusetts Casualty
Insurance Company ("MCIC") in the second quarter of 1999 of $.2 million.


                                       24
<PAGE>

NET INCOME FROM OPERATIONS BY SEGMENT

The following table provides a summary of income from operations by segment,
which is discussed more fully below.




<TABLE>
<CAPTION>
                                             2000               1999              $ CHANGE
                                             ----               ----              --------
<S>                                        <C>               <C>                 <C>
WEALTH MANAGEMENT                          $     1.5          $    14.0          $    (12.5)
INDIVIDUAL PROTECTION                           (1.7)              (1.0)                (.7)
GROUP PROTECTION                                  .1                (.1)                0.2
CORPORATE                                       (3.2)              (7.3)                4.1
                                           ---------         ----------          ----------
                                           $    (3.3)        $      5.6          $     (8.9)
                                           =========         ==========          ==========
</TABLE>


WEALTH MANAGEMENT SEGMENT

Net income decreased by $12.5 million to $1.5 million in the second quarter of
2000 as compared to 1999 primarily due to the strain associated with the
introduction of bonus credit products and the decline in market appreciation of
variable annuities in the second quarter of 2000. The bonus credit products
credit the policyholders account with a bonus at the time of receipt of the
deposit. The introduction of new GIC products marketed to foreign investors had
minimal impact on the second quarter 2000 net income.

Following are the major factors affecting the Wealth Management segment's
results in the second quarter of 2000 as compared to the same period in 1999.

-   Fee income increased primarily as a result of higher variable annuity
    account balances. Fee income was higher by approximately $11 million in the
    second quarter of 2000 compared to the same period in 1999. Market
    appreciation and net deposit activity have been key factors in the growth in
    the account balances. This growth has generated corresponding increases in
    fee income, since fees are determined based on the average assets held in
    these accounts. Variable annuity assets have increased by almost $3.4
    billion since June 30, 1999. During the second quarter of 2000 the variable
    annuity assets recognized a decrease from investment performance of almost
    $600 million, after having an increase of almost $1 billion in the first
    quarter of 2000.

-   Net deposits of annuity products increased by $50 million compared with the
    second quarter of 1999. The increase in net deposits results primarily from
    increases in variable annuity deposits during the second quarter of 2000.
    The sales increase is primarily related to the introduction of new Regatta
    and Futurity products that credit the policyholder with a bonus upon receipt
    of the deposit. These bonus products are becoming a significant part of the
    total variable annuity market.

-   Surrenders of contractholder deposits have decreased by $12 million during
    the second quarter of 2000 as compared to 1999. The decrease relates to the
    U.S. issued GIC's which have been maturing over the past three years. The
    decrease in surrenders of GIC's is largely offset by increases in surrenders
    of variable annuity products.


                                       25
<PAGE>

    Total new deposits to fixed and variable annuities increased by $38 million
    to $781 million during the second quarter of 2000. Sales of the Futurity
    line of products represented $203 million of total annuity deposits during
    the second quarter of 2000, an increase of $109 million from the same three
    month period in 1999.

-   Net investment income and realized gains for the Wealth Management segment
    decreased by $19 million for the second quarter of 2000 as compared to the
    same period in 1999. This decline reflects the decline in average general
    account assets.

-   Policyholder benefits (the major elements of which are interest credited to
    contractholder deposits and annuity benefits) decreased by approximately
    $6.5 million in the three months ended June 30, 2000 as compared to the same
    period in 1999. This is less than the decrease in investment income as the
    surrenders of maturing GIC contracts on which the Company earns a positive
    spread are being partially replaced by sales of annuities under the
    Company's Dollar Cost Averaging ("DCA") programs. In addition, the bonus
    payments credited to policyholder deposits totaled over $8 million during
    the second quarter of 2000.

-   Underwriting, acquisition and other operating expenses increased by $1.5
    million for the three months ended June 30, 2000 as compared to the same
    period in 1999 reflecting the increased volumes of both new business and
    in-force business.

-   Amortization of deferred policy acquisition costs increased by $10.3 million
    during the second quarter of 2000 primarily reflecting the impact of
    variable annuity asset depreciation during the second quarter of 2000.
    Investment performance decreased separate account assets by almost $600
    million for the three months ended June 30, 2000. This results in a decrease
    in expected future gross profits. Since future gross profits are expected to
    be lower, the current amortization of deferred policy acquisition costs is
    higher.


INDIVIDUAL PROTECTION SEGMENT

Net income from the Individual Protection segment decreased by $.7 million
during the second quarter of 2000 to a loss of ($1.7) million as compared to the
same period in 1999 primarily due to increased death benefits. During the second
quarter of 2000 the Company received a $500 million deposit to its privately
placed COLI variable life product. This resulted in increased fee income of $11
million which was offset by increased acquisition costs associated with the
sale.

GROUP PROTECTION SEGMENT

Net income from the Group Protection segment during the second quarter of 2000
increased by $.2 million from the same period in 1999 primarily due to favorable
claims experience.


                                       26
<PAGE>


CORPORATE SEGMENT

In the second quarter of 2000, income from operations for the Corporate segment
increased by $4.1 million to ($3.2) million. This increase reflected higher net
investment income and lower operational expenses.


FINANCIAL CONDITION & LIQUIDITY

ASSETS

The Company's total assets comprise those held in its general account and those
held in its separate accounts. General account assets support general account
liabilities. Separate accounts are investment vehicles for the Company's
variable life and annuity contracts. Policyholders may choose from among various
investment options offered under these contracts according to their individual
needs and preferences. Policyholders assume the investment risks associated with
these choices. Separate account assets are not available to fund the liabilities
of the general account.

The following table summarizes significant changes in asset balances during the
first six months of 2000. The changes are discussed below.


<TABLE>
<CAPTION>
                                                ASSETS
                                            ($ IN MILLIONS)
                                                                                            % CHANGE
                                            JUNE 30, 2000          DECEMBER 31, 1999        2000/1999
                                            -------------          -----------------        ---------
<S>                                         <C>                    <C>                      <C>
GENERAL ACCOUNT ASSETS                        $  5,169.3              $   5,361.6             (3.6)
SEPARATE ACCOUNT ASSETS                         17,406.0                 16,123.3              8.0
                                            -------------            -------------          ---------

TOTAL ASSETS                                  $ 22,575.3              $  21,484.9              5.1
                                            =============            =============          =========
</TABLE>

General account assets decreased by 3.6% in 2000, but variable separate account
assets increased by 8.0%. This growth in variable separate accounts as compared
to the general account reflects two main factors: appreciation of the funds
held in the variable separate accounts has exceeded that of the funds held in
the general accounts; and deposits into variable accounts, including transfers
under the DCA programs, have increased, while deposits into fixed accounts have
slowed. The Company believes this pattern has reflected a shift in the
preferences of policyholders, which is largely attributable to the strong
performance of equity markets in general and of the Company's variable account
funds in particular. The introduction of the Company's new GIC products is
expected to increase the general account assets in the future.

The assets of the general account are available to support general account
liabilities. For management purposes, it is the Company's practice to segment
its general account to facilitate the matching of assets and liabilities.
General account assets primarily comprise cash, invested assets, and deferred
policy acquisition costs, which represented essentially all of general account
assets at June 30, 2000. Major types of invested asset holdings included fixed
maturity securities, short-term investments, mortgages, real estate and other
invested assets. The Company's fixed maturity securities, totaling $2,861.3
million, comprised 71.1% of the Company's portfolio at June 30, 2000, and


                                       27
<PAGE>

included both public and private issues. It is the Company's policy to acquire
only investment-grade securities in the general account. As a result, the
overall quality of the fixed maturity portfolio is high. At June 30, 2000, only
6% of the fixed maturity portfolio was rated below-investment-grade.
Short-term investments in fixed maturity securities represented 1.4% of the
total portfolio. The Company's mortgage holdings amounted to $892.7 million at
June 30, 2000 representing 22.2% of the total portfolio. All mortgage holdings
at June 30, 2000 were in good standing. The Company believes that the high
quality of its mortgage portfolio is largely attributable to its stringent
underwriting standards. At June 30, 2000, investment real estate amounted to
$96.7 million, representing about 2.4% of the total portfolio. The Company
invests in real estate to enhance yields and, because of the long-term nature
of these investments, the Company uses them for purposes of matching with
products having long-term liability durations. Other invested assets amounted
to $75.4 million, representing about 1.9% of the portfolio. These holdings
comprised mainly leveraged lease investments. Policy loans represent the
remaining 1% of invested assets.

LIABILITIES

As with assets, the proportion of variable separate account liabilities to total
liabilities has been increasing. Most of the Company's liabilities comprise
reserves for life insurance and for annuity contracts and deposit funds. The
Company expects the declining proportional trend in general account liabilities
as compared to separate account liabilities to continue, because it believes
that net deposits to variable products will continue to exceed net deposits for
the fixed contracts associated with these liabilities. The introduction of the
new GIC products is expected to result in an increase in general account
liabilities.

CAPITAL MARKETS RISK MANAGEMENT

See Item 3, "Quantitative and Qualitative Disclosures About Market Risk", in
this Quarterly Report on Form 10-Q for a discussion of the Company's capital
markets risk management.

CAPITAL RESOURCES

CAPITAL ADEQUACY

The National Association of Insurance Commissioners ("NAIC") adopted regulations
at the end of 1993 that established minimum capitalization requirements for
insurance companies, based on risk-based capital ("RBC") formulas applied to
statutory surplus. These requirements are intended to identify undercapitalized
companies, so that specific regulatory actions can be taken on a timely basis.
The RBC formula for life insurance companies calculates capital requirements
related to asset, insurance, interest rate, and business risks. According to the
RBC calculation, the Company's capital was well in excess of its required
capital at June 30, 2000 and at year-end 1999.

LIQUIDITY

The Company's liquidity requirements are generally met by funds from
operations. The Company's main uses of funds are to pay out death benefits and
other maturing insurance and annuity contract obligations; to make pay-outs on
contract terminations; to purchase new investments; to fund new business


                                       28
<PAGE>

ventures; and to pay normal operating expenditures and taxes. The Company's
main sources of funds are premiums and deposits on insurance and annuity
products; proceeds from the sale of investments; income from investments; and
repayments of investment principal.

In managing its general account assets in relation to its liabilities, the
Company has segmented these assets by product or by groups of products. The
Company manages each segment's assets based on an investment policy that it has
established for that segment. Among other matters, this investment policy
considers liquidity requirements and provides cash flow estimates. The Company
reviews these policies quarterly.

The Company's liquidity targets are intended to enable it to meet its day-to-day
cash requirements. On a quarterly basis, the Company compares its total
"liquifiable" assets to its total demand liabilities. Liquifiable assets
comprise cash and assets that could quickly be converted to cash should the need
arise. These assets include short-term investments and other current assets and
investment-grade bonds. The Company's policy is to maintain a liquidity ratio in
excess of 100%. Based on its ongoing liquidity analyses, the Company believes
that its available liquidity is more than sufficient to meet its liquidity
needs.

OTHER MATTERS

DEMUTUALIZATION

The Company's ultimate parent as of December 31, 1999, SLOC, completed its
demutualization on March 22, 2000. As a result of the demutualization, a new
holding company, Sun Life Financial Services of Canada Inc. ("Sun Life
Financial"), is now the ultimate parent of SLOC and the Company. Sun Life
Financial, a corporation organized in Canada, is a reporting company under the
Securities Exchange Act of 1934, as amended, with common shares listed on the
Toronto, New York, London, and Manila stock exchanges.

YEAR 2000 COMPLIANCE

The statements in this section include "Year 2000 Readiness Disclosures" within
the meaning of the Year 2000 Information and Readiness Disclosure Act.

During the fourth quarter of 1996, the Company, its ultimate parent and
affiliates began a comprehensive analysis of its information technology ("IT")
and non-IT systems, including its hardware, software, data, data feed products,
and internal and external supporting services, to address the ability of these
systems to correctly process date calculations through the year 2000 and beyond.
The Company created a full-time Year 2000 project team in early 1997 to manage
this endeavor across the Company. This team, which worked with dedicated
personnel from all business units and with the legal and audit departments,
reported directly to the Company's senior management on a monthly basis. In
addition, the Company's Year 2000 project was periodically reviewed by internal
and external auditors.

Relevant systems were identified and their components inventoried, needed
resolutions were documented, timelines and project plans were developed, and
remediation and testing were completed. All of the Company's critical systems


                                       29
<PAGE>

were assessed, fixed where necessary, tested, and, based on those tests, are
considered to be Year 2000 compliant. The Company regards Year 2000 compliance
as meaning that its business systems have passed tests that indicate they have
operated accurately and will continue to operate accurately after January 1,
2000 with respect to Year 2000 issues.

In mid-1997, the Company's Year 2000 project team contacted all key vendors to
obtain their representation that the products and services provided would not
have a Year 2000 issue. Where appropriate, vendor testing was conducted. In
addition, the project team worked with critical business partners, such as
third-party administrators, investment property managers, investment mortgage
correspondents, and others, with the goal of verifying that these partners would
continue to be able to support the Company's business during and after the Year
2000.

Non-IT applications, including building security, HVAC systems, and other such
systems, as well as IT applications, were tested. Compliant client server and
mainframe environments were used to allow for testing of critical dates such as
December 31, 1999, January 1, 2000, February 28, 2000, February 29, 2000 and
March 1, 2000 without impact to the Company's production environment.

The Company has completed an assessment of its systems, and has not identified
any significant Year 2000 problems. No material problems were encountered on key
dates including December 31, 1999, January 1, 2000, January 31, 2000 and
February 28, 2000 through March 1, 2000. Although the Company continues to be
free of any Year 2000 issues, the Company will continue to monitor its systems
over the coming months as part of its normal practices. The Company does not
currently anticipate that it will experience any material Year 2000 problems,
however there can be no assurance that a Year 2000 issue will not arise. Factors
giving rise to this uncertainty include loss of knowledgeable technical
resources, failure to identify all susceptible system processing, compliance
issues of third parties whose systems and operations affect the Company, and
other similar uncertainties. A possible worst-case scenario might include
identification of a Year 2000 issue in one or more of the Company's systems.
Such a scenario could result in disruption to the Company's operations.
Consequences of such disruption could include, among other possibilities, the
inability to update customers' accounts, process payments and other financial
transactions; and the inability to report accurate data to customers,
management, regulators, and others. Consequences also could include business
interruptions or shutdowns, reputational harm, increased scrutiny by regulators,
and litigation related to Year 2000 issues. Such potential consequences,
depending on their nature and duration, could have an impact on the Company's
results of operations and financial position.

In order to mitigate the risks to the Company of material adverse operational or
financial impacts from the Year 2000 problem, the Company established
contingency planning at the business unit and corporate levels. Each business
unit ranked its applications as being of high, medium or low business risk,
identified its critical business processes, developed alternative plans of
action where possible, and conducted walkthroughs of those plans. On the
corporate level, the Company enhanced its business continuation plan by
identifying minimum requirements for facilities, computing, staffing, and other
factors and developed a plan to support those requirements.


                                       30
<PAGE>

As of June 30, 2000, the Company had expended, cumulatively, approximately $5.5
million on its Year 2000 effort. The Company has budgeted $200,000 in 2000 for
post-project tasks such as document retention.

SALE OF SUBSIDIARIES

On June 1, 2000, the Company transferred all of the outstanding shares of Sun
Life Information Services Ireland Limited ("SLIRL") to SLOC. SLIRL provides
information systems development services to SLOC and its subsidiaries. The
Company realized a post-tax gain of approximately $293,000 on this transaction.

On February 5, 1999, the Company sold Massachusetts Casualty Insurance Company
("MCIC"), a disability insurance company. The net proceeds of this sale were $34
million and the Company realized a post-tax loss of $25.4 million.

On October 29, 1999, the Company sold New London Trust F.S.B. ("NLT") for
approximately $30 million and realized a post-tax gain of $13.2 million. The net
income of NLT for the period ended June 30, 1999 is reflected in net income from
discontinued operations.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

This discussion covers market risks associated with investment portfolios that
support the Company's general account liabilities. This discussion does not
cover market risks associated with those investment portfolios that support
separate account products. For these products, the policyholder, rather than
the Company, assumes these market risks.

GENERAL

The assets of the general account are available to support general account
liabilities. For purposes of managing these assets in relation to these
liabilities, the Company notionally segments these assets by product or by
groups of products. The Company manages each segment's assets based on an
investment policy that it has established for that segment. The policy covers
the segment's liability characteristics and liquidity requirements, provides
cash flow estimates, and sets targets for asset mix, duration, and quality.
Each quarter, investment and business unit managers review these policies to
ensure that the policies remain appropriate, taking into account each segment's
liability characteristics.

TYPES OF MARKET RISKS

The Company's management believes that stringent underwriting standards and
practices have resulted in high-quality portfolios and have the effect of
limiting credit risk. It is the Company's policy, for example, not to purchase
below-investment-grade securities. The management of interest rate risk
exposure is discussed below.


                                       31
<PAGE>


INTEREST RATE RISK MANAGEMENT

The Company's fixed interest rate liabilities are primarily supported by well-
diversified portfolios of fixed interest investments. They are also supported by
holdings of real estate and floating rate notes. All of these interest bearing
investments can include publicly issued and privately placed bonds and
commercial mortgage loans. Public bonds can include Treasury bonds, corporate
bonds, and money market instruments. The Company's fixed income portfolios also
hold securitized assets, including mortgage-backed securities ("MBS") and
asset-backed securities. These securities are subject to the same standards
applied to other portfolio investments, including relative value criteria and
diversification guidelines. In portfolios backing interest-sensitive
liabilities, the Company's policy is to limit MBS holdings to less than 10% of
total portfolio assets. In all portfolios, the Company restricts MBS investments
to pass-through securities issued by U.S. government agencies and to
collateralized mortgage obligations, which are expected to exhibit relatively
low volatility. The Company does not engage in leveraged transactions and it
does not invest in the more speculative forms of these instruments such as the
interest-only, principal-only, inverse floater, or residual tranches.

Changes in the level of domestic interest rates affect the market value of
fixed interest assets and liabilities. Segments whose liabilities mainly arise
from the sale of products containing interest rate guarantees for certain terms
are sensitive to changes in interest rates. In these segments, the Company uses
"immunization" strategies, which are specifically designed to minimize the loss
from wide fluctuations in interest rates. The Company supports these strategies
using analytical and modeling software acquired from outside vendors.

Significant features of the Company's immunization models include:

-   an economic or market value basis for both assets and liabilities;

-   an option pricing methodology;

-   the use of effective duration and convexity to measure interest rate
    sensitivity; and

-   the use of key rate durations to estimate interest rate exposure at
    different parts of the yield curve and to estimate the exposure to
    non-parallel shifts in the yield curve.

The Company's Interest Rate Risk Committee meets monthly. After reviewing
duration analyses, market conditions and forecasts, the Committee develops
specific asset management strategies for the interest-sensitive portfolios.
These strategies may involve managing to achieve small intentional mismatches,
either in terms of total effective duration or for certain key rate durations,
between the liabilities and related assets of particular segments.
The Company manages these mismatches to a tolerance range of plus or minus 0.5.

Asset strategies may include the use of Treasury futures or interest rate swaps
to adjust the duration profiles for particular portfolios. All derivative
transactions are conducted under written operating guidelines and are marked to
market. Total positions and exposures are reported to the Board of Directors on
a monthly basis. The counterparties to hedging transactions are major highly
rated financial institutions, with respect to which the risk of the Company's
incurring losses related to credit exposures is considered remote.


                                       32
<PAGE>

Liabilities categorized as financial instruments and held in the Company's
general account at June 30, 2000 had a fair value of $2,926.1 million. Fixed
income investments supporting those liabilities had a fair value of $4,124.8
million at that date. The Company performed a sensitivity analysis on these
interest-sensitive liabilities and assets on June 30, 2000. The analysis showed
that if there were an immediate increase of 100 basis points in interest rates,
the fair value of the liabilities would show a net decrease of $73.3 million
and the corresponding assets would show a net decrease of $122.4 million.

By comparison, liabilities categorized as financial instruments and held in the
Company's general account at December 31, 1999 had a fair value of $3,105.2
million. Fixed income investments supporting those liabilities had a fair value
of $4,308.6 million at that date. The Company performed a sensitivity analysis
on these interest-sensitive liabilities and assets at December 31, 1999. The
analysis showed that if there were an immediate increase of 100 basis points in
interest rates, the fair value of the liabilities would show a net decrease of
$63.8 million and the corresponding assets would show a net decrease of $118.0
million.

The Company produced these estimates using computer models. Since these models
reflect assumptions about the future, they contain an element of uncertainty.
For example, the models contain assumptions about future policyholder behavior
and asset cash flows. Actual policyholder behavior and asset cash flows could
differ from what the models show. As a result, the models' estimates of duration
and market values may not reflect what actually will occur. The models are
further limited by the fact that they do not provide for the possibility that
management action could be taken to mitigate adverse results. The Company
believes that this limitation is one of conservatism; that is, it will tend to
cause the models to produce estimates that are generally worse than one might
actually expect, all other things being equal.

Based on its processes for analyzing and managing interest rate risk, the
Company's management believes its exposure to interest rate changes will not
materially affect its near-term financial position, results of operations, or
cash flows.

EQUITY AND FOREIGN CURRENCY EXCHANGE RISK

The Company's new GIC product introduced exposure to equity and foreign currency
exchange risk. This is in addition to the traditional interest rate risk
discussed previously. All of this exposure has been hedged via interest rate,
currency, and equity swaps. The terms of each GIC such as interest rate,
interest payment dates, maturity and redemption dates, and currency denomination
are identical to the terms of the swaps. The GIC (liability) is swapped back to
a US dollar fixed liability through the requisite derivative contracts. All
foreign currency is swapped back to fixed US dollars, all floating rate payments
are swapped to fixed rate payments, and any equity returns that the Company is
required to pay (receive) on the GIC are received from (paid to) the swap. These
interest rate, equity linked and currency exchange swaps effectively hedge the
Company's exposure to interest, equity and foreign currency risks.


                                       33
<PAGE>

PART II:  OTHER INFORMATION

ITEM 6.  Exhibits and Reports on Form 8-K

  (a)  The following exhibits are incorporated by reference unless otherwise
       indicated:

       EXHIBIT NO.
       -----------

       27      Financial Data Schedule (filed herewith)
















                                       34
<PAGE>


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    Sun Life Assurance Company of Canada (U.S.)
                                                    (Registrant)


Date     August 14, 2000                       /s/ Davey S. Scoon
                                            -------------------------------
                                            Davey S. Scoon
                                            Vice President,
                                            Finance and Treasurer

Date     August 14, 2000                       /s/ Michael K. Moran
                                            --------------------------------
                                            Michael K. Moran
                                            Assistant Vice President Finance









                                       35