UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT 0F 1934









|For the quarterly period endedSeptember 30, 2004 | Commission File Numbers: 2-99959, 33-29851, 33-31711, 33-41858, 33-31711, 33-41858, 33-43008, 33-58853, 333-11699 and 333-111636
|------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------





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 incorporation or organization) | (IRS Employer Identification No.)





|One Sun Life Executive Park,             | Wellesley Hills, MA | 02481
|---------------------------------------- | ------------------- | -----
|(Address of principal executive offices) | (Zip Code)         

(781) 237-6030

(Registrant's telephone number, including area code)

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.

Yes [x] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes [ ] No [x]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date.

Registrant has 6,437 shares of common stock outstanding on November 10, 2004, all of which are owned by Sun Life of Canada (U.S.) Holdings, Inc.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H(1)(a) AND (b)  OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT PERMITTED BY GENERAL INSTRUCTION H.



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2004



TABLE OF CONTENTS

| | Page
| | ----

|PART I - | Financial Information                                                                                                                         |   
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------- | --
|         |                                                                                                                                               |   
|Item 1:  | Financial Statements:                                                                                                                         |   
|         |                                                                                                                                               |   
|         | Condensed Consolidated Statements of Income for the nine-month periods ended September 30, 2004 and 2003 (Unaudited)                          | 3 
|         |                                                                                                                                               |   
|         | Condensed Consolidated Statements of Income for the three-month periods ended September 30, 2004 and 2003 (Unaudited)                         | 4 
|         |                                                                                                                                               |   
|         | Condensed Consolidated Balance Sheets as of September 30, 2004 (Unaudited) and December 31, 2003 (Audited)                                    | 5 
|         |                                                                                                                                               |   
|         | Condensed Consolidated Statements of Comprehensive Income for the nine and three-month 
periods ended September 30, 2004 and 2003 (Unaudited) | 6 
|         |                                                                                                                                               |   
|         | Condensed Consolidated Statements of Stockholder's Equity for the nine-month periods ended 
September 30, 2004 and 2003 (Unaudited)           | 7 
|         |                                                                                                                                               |   
|         | Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2004 and 2003 (Unaudited)                      | 8 
|         |                                                                                                                                               |   
|         | Notes to Unaudited Condensed Consolidated Financial Statements                                                                                | 10
|         |                                                                                                                                               |   
|Item 2:  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                                         | 21
|         |                                                                                                                                               |   
|Item 3:  | Quantitative and Qualitative Disclosures About Market Risk                                                                                    | 29
|         |                                                                                                                                               |   
|Item 4:  | Controls and Procedures                                                                                                                       | 29



|PART II - | Other Information                                   |   
|--------- | --------------------------------------------------- | --
|          |                                                     |   
|Item 1:   | Legal Proceedings                                   | 29
|          |                                                     |   
|Item 2:   | Changes in Securities and Use of Proceeds           | 29
|          |                                                     |   
|Item 3:   | Defaults Upon Senior Securities                     | 29
|          |                                                     |   
|Item 4:   | Submission of Matters to a Vote of Security Holders | 29
|          |                                                     |   
|Item 5:   | Other Information                                   | 29
|          |                                                     |   
|Item 6:   | Exhibits and Reports on Form 8-K                    | 30

2





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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands)



For the nine-month periods ended September 30,

| |                                                                                                              |   | Unaudited
| | ------------------------------------------------------------------------------------------------------------ | - | ---------
| |                                                                                                              |   | 2004     
| |                                                                                                              |   |          
| | Revenues                                                                                                     |   |          
| |                                                                                                              |   |          
| | Premiums and annuity considerations                                                                          | $ | 44,710   
| | Net investment income                                                                                        |   | 833,988  
| | Net derivative loss                                                                                          |   | (92,386) 
| | Net realized investment gains                                                                                |   | 73,543   
| | Fee and other income                                                                                         |   | 270,106  
| |                                                                                                              |   |          
| | Total revenues                                                                                               |   | 1,129,961
| |                                                                                                              |   |          
| | Benefits and Expenses                                                                                        |   |          
| |                                                                                                              |   |          
| | Interest credited                                                                                            |   | 505,412  
| | Interest expense                                                                                             |   | 100,548  
| | Policyowner benefits                                                                                         |   | 110,179  
| | Other operating expenses                                                                                     |   | 153,022  
| | Amortization of deferred policy acquisition costs and value of 
business acquired                            |   | 42,185   
| |                                                                                                              |   |          
| | Total benefits and expenses                                                                                  |   | 911,346  
| |                                                                                                              |   |          
| | Income before income tax expense, minority interest and 
cumulative effect of change in accounting principle |   | 218,615  
| |                                                                                                              |   |          
| | Income tax expense                                                                                           |   | 52,680   
| |                                                                                                              |   |          
| | Net income before minority interest and cumulative effect of 
change in accounting principle                 |   | 165,935  
| |                                                                                                              |   |          
| | Minority interest share of income                                                                            |   | 1,524    
| |                                                                                                              |   |          
| | Net income before cumulative effect of change in accounting 
principle                                       |   | 164,411  
| |                                                                                                              |   |          
| | Cumulative effect of change in accounting principle, net of tax 
benefit of $477                             |   | (886)    
| |                                                                                                              |   |          
| | Net income                                                                                                   | $ | 163,525  











The accompanying notes are an integral part of the condensed consolidated financial statements.

3



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands)



For the three-month periods ended September 30,

| |                                                                                   |   | Unaudited
| | --------------------------------------------------------------------------------- | - | ---------
| |                                                                                   |   | 2004     
| |                                                                                   |   |          
| | Revenues                                                                          |   |          
| |                                                                                   |   |          
| | Premiums and annuity considerations                                               | $ | 15,582   
| | Net investment income                                                             |   | 298,971  
| | Net derivative loss                                                               |   | (104,263)
| | Net realized investment gains                                                     |   | 6,530    
| | Fee and other income                                                              |   | 94,202   
| |                                                                                   |   |          
| | Total revenues                                                                    |   | 311,022  
| |                                                                                   |   |          
| | Benefits and Expenses                                                             |   |          
| |                                                                                   |   |          
| | Interest credited                                                                 |   | 171,986  
| | Interest expense                                                                  |   | 26,625   
| | Policyowner benefits                                                              |   | 35,423   
| | Other operating expenses                                                          |   | 60,224   
| | Amortization of deferred policy acquisition costs and value of 
business acquired |   | 45,795   
| |                                                                                   |   |          
| | Total benefits and expenses                                                       |   | 340,053  
| |                                                                                   |   |          
| | (Loss) income before income tax expense and minority interest                     |   | (29,031) 
| |                                                                                   |   |          
| | Income tax (benefit) expense                                                      |   | (14,395) 
| |                                                                                   |   |          
| | Net (loss) income before minority interest                                        |   | (14,636) 
| |                                                                                   |   |          
| | Minority interest share of loss                                                   |   | (152)    
| |                                                                                   |   |          
| | Net (loss) income                                                                 | $ | (14,484) 

The accompanying notes are an integral part of the condensed consolidated financial statements.

4



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except per share data)

| |                                                                                                                             |   | Unaudited          |   |                  
| | --------------------------------------------------------------------------------------------------------------------------- | - | ------------------ | - | -----------------
| | ASSETS                                                                                                                      |   | September 30, 2004 |   | December 31, 2003
| |                                                                                                                             |   |                    |   |                  
| | Fixed maturities available-for-sale at fair value (amortized cost                                                           |   |                    |   |                  
| | of  $16,075,639 and $16,338,241 in 2004 and 2003, respectively)                                                             | $ | 16,570,178         | $ | 16,858,414       
| | Trading fixed maturities at fair value (amortized cost of                                                                   |   |                    |   |                  
| | $1,403,389 and $1,434,654 in 2004 and 2003, respectively)                                                                   |   | 1,487,630          |   | 1,527,619        
| | Subordinated note from affiliate held-to-maturity (fair value of  
   $693,287 and $699,069 in 2004 and 2003, respectively) |   | 600,000            |   | 600,000          
| | Short-term investments                                                                                                      |   | 21,514             |   | 24,662           
| | Mortgage loans                                                                                                              |   | 1,322,917          |   | 972,102          
| | Derivative instruments - receivable                                                                                         |   | 420,404            |   | 400,037          
| | Limited partnerships                                                                                                        |   | 308,365            |   | 330,562          
| | Equity securities (amortized cost of $14,432 and $1,234 in 2004 and 2003,      
   respectively)                            |   | 17,586             |   | 1,452            
| | Real estate                                                                                                                 |   | 162,250            |   | 84,421           
| | Policy loans                                                                                                                |   | 691,353            |   | 692,887          
| | Other invested assets                                                                                                       |   | 41,507             |   | 46,996           
| | Cash and cash equivalents                                                                                                   |   | 568,497            |   | 513,454          
| | Total investments                                                                                                           |   | 22,212,201         |   | 22,052,606       
| |                                                                                                                             |   |                    |   |                  
| | Accrued investment income                                                                                                   |   | 291,614            |   | 285,224          
| | Deferred policy acquisition costs                                                                                           |   | 1,135,217          |   | 889,601          
| | Value of business acquired                                                                                                  |   | 35,767             |   | 22,391           
| | Goodwill                                                                                                                    |   | 697,768            |   | 705,202          
| | Receivable for investments sold                                                                                             |   | 26,981             |   | 37,049           
| | Reinsurance receivable from affiliate                                                                                       |   | 1,710,316          |   | 1,741,962        
| | Other assets                                                                                                                |   | 372,036            |   | 349,944          
| | Separate account assets                                                                                                     |   | 18,011,242         |   | 17,521,009       
| | Total assets                                                                                                                | $ | 44,493,142         | $ | 43,604,988       
| | LIABILITIES                                                                                                                 |   |                    |   |                  
| | Contractholder deposit funds and other policy liabilities                                                                   | $ | 18,503,061         | $ | 18,317,422       
| | Future contract and policy benefits                                                                                         |   | 716,163            |   | 716,819          
| | Payable for investments purchased                                                                                           |   | 345,456            |   | 261,673          
| | Accrued expenses and taxes                                                                                                  |   | 44,269             |   | 73,111           
| | Deferred federal income taxes                                                                                               |   | 65,687             |   | 18,897           
| | Long-term debt                                                                                                              |   | 33,500             |   | 40,500           
| | Long-term debt payable to affiliates                                                                                        |   | 1,025,000          |   | 1,025,000        
| | Partnership capital securities                                                                                              |   | 620,615            |   | 607,826          
| | Ceded funds withheld - affiliate                                                                                            |   | 1,717,209          |   | 1,741,962        
| | Derivative instruments - payable                                                                                            |   | 248,498            |   | 248,272          
| | Other liabilities                                                                                                           |   | 296,169            |   | 174,871          
| | Separate account liabilities                                                                                                |   | 18,011,242         |   | 17,509,294       
| | Total liabilities                                                                                                           |   | 41,626,869         |   | 40,735,647       
| |                                                                                                                             |   |                    |   |                  
| | Commitments and contingencies - Note 5                                                                                      |   |                    |   |                  
| | Minority interest                                                                                                           |   | 1,524              |   | -                
| | STOCKHOLDER'S EQUITY                                                                                                        |   |                    |   |                  
| | Common stock, $1,000 par value - 10,000 shares authorized;                                                                  |   |                    |   |                  
| | 6,437 shares issued and outstanding                                                                                         |   | 6,437              |   | 6,437            
| | Additional paid-in capital                                                                                                  |   | 2,071,888          |   | 2,071,888        
| | Accumulated other comprehensive income                                                                                      |   | 209,564            |   | 227,681          
| | Retained earnings                                                                                                           |   | 576,860            |   | 563,335          
| | Total stockholder's equity                                                                                                  |   | 2,864,749          |   | 2,869,341        
| |                                                                                                                             |   |                    |   |                  
| | Total liabilities and stockholder's equity                                                                                  | $ | 44,493,142         | $ | 43,604,988       

The accompanying notes are an integral part of the condensed consolidated financial statements.

5



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)



For the nine-month periods ended September 30,

|                                                                                                                       |   | Unaudited
|---------------------------------------------------------------------------------------------------------------------- | - | ---------
|                                                                                                                       |   | 2004     
|                                                                                                                       |   |          
|Net income                                                                                                             | $ | 163,525  
|Other comprehensive income (loss):                                                                                     |   |          
|Net change in unrealized holding (losses) gains on available-for-
sale securities, net of tax and policyholder amounts |   | 76,064   
|Reclassification adjustments of realized investment (gains) into 
net income                                           |   | (94,181) 
|Other comprehensive (loss) income                                                                                      |   | (18,117) 
|                                                                                                                       |   |          
|Comprehensive income                                                                                                   | $ | 145,408  





For the three-month periods ended September 30,

|                                                                                                                       |   | Unaudited
|---------------------------------------------------------------------------------------------------------------------- | - | ---------
|                                                                                                                       |   | 2004     
|                                                                                                                       |   |          
|Net (loss) income                                                                                                      | $ | (14,484) 
|Other comprehensive income (loss):                                                                                     |   |          
|Net change in unrealized holding gains (losses) on available-for-
sale securities, net of tax and policyholder amounts |   | 152,782  
|Reclassification adjustments of realized investment losses into 
net income                                            |   | (5,824)  
|Other comprehensive income (loss)                                                                                      |   | 146,958  
|                                                                                                                       |   |          
|Comprehensive income (loss)                                                                                            | $ | 132,474  

























The accompanying notes are an integral part of the condensed consolidated financial statements.

6



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

(in thousands)



For the nine-month periods ended September 30, 2004 and 2003

Unaudited

| |                                          |   |        |   |            |   | Accumulated   |   |           |   |              
| | ---------------------------------------- | - | ------ | - | ---------- | - | ------------- | - | --------- | - | -------------
| |                                          |   |        |   | Additional |   | Other         |   |           |   | Total        
| |                                          |   | Common |   | Paid-In    |   | Comprehensive |   | Retained  |   | Stockholder's
| |                                          |   | Stock  |   | Capital    |   | Income        |   | Earnings  |   | Equity       
| |                                          |   |        |   |            |   |               |   |           |   |              
| | Balance at December 31, 2002 - Restated  | $ | 6,437  | $ | 2,071,888  | $ | 248,911       | $ | 468,344   | $ | 2,795,580    
| |                                          |   |        |   |            |   |               |   |           |   |              
| | Comprehensive income:                    |   |        |   |            |   |               |   |           |   |              
| | Net income - Restated                    |   |        |   |            |   |               |   | 69,211    |   | 69,211       
| | Other comprehensive income - Restated    |   |        |   |            |   | 9,463         |   |           |   | 9,463        
| |                                          |   |        |   |            |   |               |   |           |   |              
| | Balance at September 30, 2003 - Restated | $ | 6,437  | $ | 2,071,888  | $ | 258,374       | $ | 537,555   | $ | 2,874,254    
| |                                          |   |        |   |            |   |               |   |           |   |              
| |                                          |   |        |   |            |   |               |   |           |   |              
| |                                          |   |        |   |            |   |               |   |           |   |              
| |                                          |   |        |   |            |   |               |   |           |   |              
| | Balance at December 31, 2003             | $ | 6,437  | $ | 2,071,888  | $ | 227,681       | $ | 563,335   | $ | 2,869,341    
| |                                          |   |        |   |            |   |               |   |           |   |              
| | Comprehensive income:                    |   |        |   |            |   |               |   |           |   |              
| | Net income                               |   |        |   |            |   |               |   | 163,525   |   | 163,525      
| | Dividends                                |   |        |   |            |   |               |   | (150,000) |   | (150,000)    
| | Other comprehensive loss                 |   |        |   |            |   | (18,117)      |   |           |   | (18,117)     
| |                                          |   |        |   |            |   |               |   |           |   |              
| | Balance at September 30, 2004            | $ | 6,437  | $ | 2,071,888  | $ | 209,564       | $ | 576,860   | $ | 2,864,749    





































The accompanying notes are an integral part of the condensed consolidated financial statements.

7





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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the nine-month periods ended September 30,

|                                                                      |                                                                      |           |             | Unaudited
|--------------------------------------------------------------------- | -------------------------------------------------------------------- | --------- | ----------- | ---------
|                                                                      |                                                                      |           |             | 2004     
|Cash Flows From Operating Activities:                                 |                                                                      |           |             |          
|Net income                                                            | $                                                                    | 163,525   | $           | 69,211   
|Adjustments to reconcile net income to net cash provided by (used in) |                                                                      |           |             |          
|                                                                      | Operating activities:                                                |           |             |          
|                                                                      | Income to minority interest                                          |           | 1,524       |          
|                                                                      | Amortization of discount and premiums                                |           | 61,621      |          
|                                                                      | Amortization of DAC and VOBA                                         |           | 42,185      |          
|                                                                      | Depreciation and amortization                                        |           | 2,110       |          
|                                                                      | Non cash derivative activity                                         |           | (12,766)    |          
|                                                                      | Net realized gains on investments                                    |           | (73,543)    |          
|                                                                      | Net unrealized losses (gains) on trading investments                 |           | 8,724       |          
|                                                                      | Net change in unrealized and undistributed (gains) losses in private |           |             |          
|                                                                      | equity limited partnerships                                          |           | (46,414)    |          
|                                                                      | Interest credited to contractholder deposits                         |           | 564,284     |          
|                                                                      | Deferred federal income taxes                                        |           | 51,028      |          
|                                                                      | Cumulative effect of change in accounting principles, net of tax     |           | 886         |          
|Changes in assets and liabilities:                                    |                                                                      |           |             |          
|                                                                      | Deferred acquisition costs                                           |           | (273,653)   |          
|                                                                      | Accrued investment income                                            |           | (6,416)     |          
|                                                                      | Other assets                                                         |           | 162,950     |          
|                                                                      | Future contract and policy benefits                                  |           | (32,144)    |          
|                                                                      | Other, net                                                           |           | 2,999       |          
|                                                                      | Net sales (purchases) of trading fixed maturities                    |           | 32,654      |          
|                                                                      |                                                                      |           |             |          
|Net cash provided by operating activities                             |                                                                      | 649,554   |             | 673,102  
|                                                                      |                                                                      |           |             |          
|Cash Flows From Investing Activities:                                 |                                                                      |           |             |          
|Sales, maturities and repayments of:                                  |                                                                      |           |             |          
|                                                                      | Available-for-sale fixed maturities                                  |           | 8,412,314   |          
|                                                                      | Mortgage loans                                                       |           | 123,927     |          
|                                                                      | Real estate                                                          |           | -           |          
|                                                                      | Equity securities                                                    |           | 853         |          
|                                                                      | Other invested assets                                                |           | 144,145     |          
|                                                                      | Net cash in disposition of subsidiary                                |           | 39,688      |          
|Purchases of:                                                         |                                                                      |           |             |          
|                                                                      | Available-for-sale fixed maturities                                  |           | (8,135,156) |          
|                                                                      | Mortgage loans                                                       |           | (475,298)   |          
|                                                                      | Real estate                                                          |           | (79,940)    |          
|                                                                      | Equity securities                                                    |           | (13,624)    |          
|                                                                      | Other invested assets                                                |           | (142,024)   |          
|                                                                      | Changes in other investing activities, net                           |           | -           |          
|                                                                      | Net change in policy loans                                           |           | 1,534       |          
|                                                                      | Net change in short term investments                                 |           | (7,348)     |          
|                                                                      |                                                                      |           |             |          
|Net cash (used in) provided by investing activities                   | $                                                                    | (130,929) | $           | 89,201   

The accompanying notes are an integral part of the condensed consolidated financial statements.

8



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(in thousands)



For the nine-month periods ended September 30,

|                                         |                                                |           |             | Unaudited
|---------------------------------------- | ---------------------------------------------- | --------- | ----------- | ---------
|                                         |                                                |           |             | 2004     
|                                         |                                                |           |             |          
|Cash Flows From Financing Activities:    |                                                |           |             |          
|Dividends                                | $                                              | (100,000) | $           | -        
|Deposits to contractholder deposit funds |                                                | 2,042,795 |             | 1,967,433
|                                         | Withdrawals from contractholder deposit funds  |           | (2,406,377) |          
|                                         |                                                |           |             |          
|Net cash used in financing activities    |                                                | (463,582) |             | (766,211)
|                                         |                                                |           |             |          
|Net change in cash and cash equivalents  |                                                | 55,043    |             | (3,908)  
|                                         |                                                |           |             |          
|                                         | Cash and cash equivalents, beginning of period |           | 513,454     |          
|                                         |                                                |           |             |          
|                                         | Cash and cash equivalents, end of period       | $         | 568,497     | $        

Supplemental Schedule of non-cash investing and financing activities

On June 30, 2004, the Company sold its interest in one of its consolidated variable interest entities ("VIEs"). As a result of the sale, bonds decreased by $51.0 million, other liabilities decreased by $11.1 million, deferred tax liability decreased by $3.8 million, notes payable decreased by $7.0 million and other invested assets decreased by $0.6 million in a non-cash transaction.









































The accompanying notes are an integral part of the condensed consolidated financial statements.

9



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

GENERAL

Sun Life Assurance Company of Canada (U.S.) ("SLUS") was incorporated in 1970 as a life insurance company domiciled in the State of Delaware.  On April 3, 2003, SLUS and its affiliate Keyport Life Insurance Company ("Keyport"), filed a Form D (Prior notice of Transaction) with the Division of Insurance, Department of Business Regulation of the State of Rhode Island and filed similar documents with the Delaware Department of Insurance.  Both filings sought regulatory approval for the merger of Keyport with and into SLUS.  On December 31, 2003 at 5:00 p.m., SLUS and Keyport completed the merger.  Pursuant to the Merger Agreement, Keyport merged with and into SLUS with SLUS as the surviving company ("the Company").  The Company is licensed and authorized to write all business that was previously written by Keyport and SLUS.  The merger had no effect on the existing rights and benefits of policyholders or contractholders from either company.  Both Keyport and SLUS were direct wholly-owned subsidiaries of Sun Life of Canada (U.S.) Holdings, Inc. ("SLC U.S. Holdings"), and indirect wholly-owned subsidiaries of Sun Life Financial Inc. ("SLF"), a reporting company under the Securities Exchange Act of 1934.



The merger was accounted for under Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations."  Under SFAS No. 141, transfers of net assets and exchanges of shares between entities under common control are recorded at their carrying amounts at the date of transfer.  The financial statements of prior periods have been restated to give effect to the merger as of November 1, 2001, the date on which the companies came under common control. The inclusion of Keyport increased the Company's net income by $83.3 million and $25.8 million for the nine-month periods ended September 30, 2004 and 2003, respectively, and decreased net income by $3.1 million for the three-month periods ended September 30, 2004 and increased net income by $8.1 million for the three-month periods ended September 30, 2003. Total assets also increased by $21.4 billion and $21.1 billion at September 30, 2004 and December 31, 2003, respectively.



The Company is licensed in 49 states and certain other territories. In addition, the Company's wholly-owned subsidiary, Sun Life Insurance and Annuity Company of New York ("SLNY"), is licensed in New York.  The Company and its subsidiaries are engaged in the sale of individual and group universal and variable life insurance, individual fixed and variable annuities, group fixed and variable annuities, group pension contracts, guaranteed investment contracts ("GICs"), group life, group disability, stop loss insurance, and other asset management services.



The Company is a wholly-owned subsidiary of SLC U.S. Holdings, which is an indirect wholly-owned subsidiary of Sun Life Assurance Company of Canada ("SLOC").  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, SLF, is now the ultimate parent of SLOC and the Company.



BASIS OF PRESENTATION



The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") for stock life insurance companies and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included.  Operating results for the three and nine-month periods ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.  These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003.



10



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

BASIS OF PRESENTATION (continued)



The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries.  As of  September 30, 2004, the Company owned all of the outstanding shares of SLNY, Sun Benefit Services Company, Inc. ("SBSC"), Sun Capital Advisers, Inc. ("SCA"), Sun Life of Canada (U.S.) SPE 97-I, Inc. ("SPE 97-I), Sun Life of Canada (U.S.) Holdings General Partner LLC ("the General Partner"), Clarendon Insurance Agency, Inc. ("Clarendon"), and Independence Life and Annuity Company ("Independence Life").



The General Partner is the sole general partner in Sun Life of Canada (U.S.) Limited Partnership I ('the Partnership") and, as a result, the Partnership is consolidated with the results of the Company.  In addition, the Company consolidates certain investments in variable interest entities ("VIEs").  The consolidation of the VIEs requires the Company to report the minority interest relating to the equity ownership not controlled by the Company.



SLNY is engaged in the sale of individual fixed and variable annuity contracts, variable universal life insurance, and group life, group disability and stop loss insurance in its state of domicile, New York.  SBSC is an inactive subsidiary.  SCA is a registered investment adviser.  SPE 97-I was organized for the purpose of engaging in activities incidental to securitizing mortgage loans. The General Partner is the sole general partner of the Partnership.  The Partnership was established to purchase subordinated debentures issued by the Company's parent, SLC U.S. Holdings, and to issue Partnership capital securities to an affiliated business trust, Sun Life of Canada (U.S.) Capital Trust I. 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.  Independence Life is a life insurance company that sold variable and whole life insurance products.

All significant intercompany transactions have been eliminated in consolidation.



USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates. The most significant estimates are those used in determining the fair value of financial instruments, deferred policy acquisition costs ("DAC"), value of business acquired ("VOBA"), goodwill, the liabilities for future contract and policyholder benefits, and other than temporary impairments of investments.

RECLASSIFICATIONS



Certain amounts in the prior years' financial statements have been reclassified to conform with the 2004 presentation.



NEW ACCOUNTING PRONOUNCEMENTS

On January 1, 2004, the Company adopted American Institute of Certified Public Accountants' Statement of Position 03-1 ("SOP 03-1"), "Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts."  The major provisions of the SOP that affect the Company require:



|o | Establishment of reserves primarily related to death benefit and income benefit guarantees provided under variable annuity contracts;
|- | -------------------------------------------------------------------------------------------------------------------------------------
|o | Deferral of sales inducements that meet certain criteria, and amortization using the same method used for DAC; and                   
|o | Reporting and measuring the Company's interest in its separate accounts as investments.                                              

11



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued)

NEW ACCOUNTING PRONOUNCEMENTS (continued)



Effects of Adoption

The cumulative effect, reported after tax and net of related effects on DAC, upon adoption of SOP 03-1 at January 1, 2004, decreased net income and stockholder's equity by $0.9 million and reduced accumulated other comprehensive income by $2.1 million.  The decrease in net income was comprised of an increase in benefit reserves (primarily for variable annuity contracts) of $34.3 million, pretax, an increase in DAC of $29.5 million, pretax, and the recognition of the unrealized gain on investments in separate accounts of $3.5 million, pretax.



Liabilities for contract guarantees



The Company offers various guarantees to certain policyholders including a return of no less than (a) total deposits made on the contract less any customer withdrawals, (b) total deposits made on the contract less any customer withdrawals plus a minimum return, or (c) the highest contract value on a specified anniversary date minus any customer withdrawals following the contract anniversary.  These guarantees include benefits that are payable in the event of death, upon annuitization, or at specified dates during the accumulation period of an annuity.



The table below represents information regarding the Company's variable annuity contracts with guarantees at September 30, 2004 (in 000's):





|Benefit Type                        |  | Account balance   | Net Amount at Risk  | Average 
Attained Age
|----------------------------------- |  | ----------------- | ------------------- | ---------------------
|Minimum Death                       |  | $    16,020,577   | $  2,950,548        | 66.0                 
|Minimum Income                      |  | $         360,124 | $       77,981      | 59.8                 
|Minimum Accumulation or 
Withdrawal |  | $         681,360 | $                 - | 61.9                 



The following summarizes the reserve for the minimum guaranteed death benefit and income benefit at September 30, 2004 (in 000's):





|                              | Minimum Guaranteed Death Benefit |  | Guaranteed Minimum Income Benefit |  | Totals     
|----------------------------- | -------------------------------- |  | --------------------------------- |  | -----------
|Balance at January 1, 2004    | $           32,853               |  | $           1,457                 |  | $    34,310
|                              |                                  |  |                                   |  |            
|Incurred guaranteed benefits  | 25,603                           |  | 139                               |  | 25,742     
|Paid guaranteed benefits      | (40,246)                         |  | -                                 |  | (40,246)   
|Interest                      | 1,398                            |  | 82                                |  | 1,480      
|                              |                                  |  |                                   |  |            
|Balance at September 30, 2004 | $           19,608               |  | $           1,678                 |  | $    21,286

















12



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NEW ACCOUNTING PRONOUNCEMENTS (continued)

The liability for death and income benefit guarantees is established equal to a benefit ratio multiplied by the cumulative contract charges earned, plus accrued interest less contract benefit payments.  The benefit ratio is calculated as the estimated present value of all expected contract benefits divided by the present value of all expected contract charges.  The benefit ratio may be in excess of 100%.  For guarantees in the event of death, benefits represent the current guaranteed minimum death payments in excess of the current account balance.  For guarantees at annuitization, benefits represent the present value of the minimum guaranteed annuity benefits in excess of the current account balance.



Projected benefits and assessments used in determining the liability for guarantees are developed using models and stochastic scenarios that are also used in the development of estimated expected future gross profits.  Underlying assumptions for the liability related to income benefits include assumed future annuitization elections based upon factors such as eligibility conditions and the annuitant's attained age.



The liability for guarantees will be re-evaluated periodically, and adjustments will be made to the liability balance through a charge or credit to policyowner benefits.



Guaranteed minimum accumulation benefits or withdrawal benefits are considered to be derivatives under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and are recognized at fair value through earnings. The guaranteed minimum accumulation or withdrawal benefit was a $0.5 million receivable at January 1, 2004 and a liability of $9.3 million at September 30, 2004.



Interest in Separate accounts



At December 31, 2003, the Company had $11.7 million representing unconsolidated interests in its own separate accounts.  These interests were recorded as separate account assets, with changes in fair value recorded through other comprehensive income.  On January 1, 2004, the Company reclassified these interests to investments as a component of other assets.

Sales Inducements



The Company currently offers enhanced or bonus crediting rates to policyholders on certain of its annuity products.  Through December 31, 2003, the expenses associated with certain of these bonuses were deferred and amortized.  Others were expensed as incurred. Effective January 1, 2004, upon adoption of SOP 03-1, the expenses associated with offering a bonus are deferred and amortized over the life of the related contract in a pattern consistent with the amortization of DAC.

























13



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NEW ACCOUNTING PRONOUNCEMENTS (continued)

Other Accounting Pronouncements



In June 2004, the Financial Accounting Standards Board ("FASB") issued FASB Staff Position ("FSP") FAS 97-1 to address questions that exist in practice regarding when it is appropriate to recognize an unearned revenue liability under SFAS No. 97, "Accounting and Reporting by Insurance Enterprises for Certain Long Duration Contracts and for Realized Gains and Losses from the Sale of Investments."  FSP FAS 97-1 is effective for financial statements for fiscal periods beginning after June 18, 2004.  The Company's adoption of  FSP FAS 97-1 had no material impact.



In November 2003, the FASB ratified a consensus on the disclosure provisions of Emerging Issues Task Force ("EITF") Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments."  The Company complied with the disclosure provisions of this rule in Note 4 to the Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2003.  In March 2004, the FASB reached a consensus regarding the application of a three-step impairment model to determine whether cost method investments are other-than-temporarily impaired.  The provisions of this rule are required to be applied prospectively to all current and future investments accounted for in accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," and other cost method investments for fiscal reporting periods beginning after June 15, 2004.  On September 30, 2004, the FASB voted unanimously to defer the effective date of paragraphs 10 through 20, effectively deferring application of EITF Issue No. 03-1 guidance on how to evaluate and recognize an impairment loss that is other than temporary.



The Company is currently evaluating the impact of this new accounting standard on its process for determining other-than-temporary impairment of equity and fixed maturity securities.  Adoption of this standard may cause the Company to recognize impairment losses in the Consolidated Statements of Operations which would not have been recognized under the current guidance or to recognize such losses in earlier periods, especially those due to increases in interest rates, and will likely also impact the recognition of investment income on impaired securities.  Since fluctuations in the fair value for available-for-sale securities are already recorded in Accumulated Other Comprehensive Income, the Company's adoption of this standard is not expected to have a significant impact on equity.



2. TRANSACTIONS WITH AFFILIATES



The Company has an agreement with SLOC which provides that SLOC will furnish, as requested, certain services and facilities on a cost-reimbursement basis.  Expenses under this agreement amounted to approximately $18.3 million and $58.4 million for the three and nine-month periods ended September 30, 2004, respectively, and $20.9 million and $62.4 million for the three and nine-month periods ended September 30, 2003, respectively.



In accordance with a management service agreement between the Company and SLOC, the Company provides personnel and certain services to SLOC, as requested.  Reimbursements under this agreement, which are recorded as a reduction of other operating expenses, were approximately $100.4 million and $109.1 million for the nine-month periods ended September 30, 2004 and 2003, respectively, and $32.6 million and $36.5 million for the three-month periods ended September 30, 2004 and 2003, respectively.



On January 6, 2003, the Company sold a $100 million note issued by Massachusetts Financial Services Company ("MFS"), an affiliate, to another affiliate, Sun Life (Hungary) Group Financing Limited Liability Company, for approximately $109.1 million.  The note was sold at a gain of $9.1 million.





14





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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. TRANSACTIONS WITH AFFILIATES (continued)



The Company leases office space to SLOC under lease agreements with terms expiring in December 2009 and options to extend the terms for each of eleven successive five-year terms at fair market rental not to exceed 125% of the fixed rent for the term that is then ending.  Rent received by the Company under the lease for the three and nine-month periods ended September 30, 2004 and 2003 amounted to approximately $3.0 million and $8.9 million, respectively.



On March 22, 2004, the Company declared a dividend payment of $50 million, which was paid on April 15, 2004.  On April 27, 2004, the Company declared a dividend payment of $50 million, which was paid on June 30, 2004. On July 29, 2004 the Company declared a dividend payment of $50 million, which was paid on November 8, 2004.  The Company did not make any dividend payments in 2003.



The Company has an administrative services agreement with Sun Life Assurance Company of Canada - U.S. Operations Holdings, Inc., under which the Company provides administrative and investor services with respect to certain open-end management investment companies for which MFS serves as the investment adviser, and which are offered to certain of the Company's separate accounts established in connection with the variable annuity contracts issued by the Company.  Amounts received under this agreement amounted to approximately $5.5 million and $17.0 million for the three and nine-month periods ended September 30, 2004, respectively, and $5.4 million and $15.8 million for the three and nine-month periods ended September 30, 2003, respectively.



During the second and fourth quarters of 2003, the Company purchased an aggregate of $80 million in promissory notes from MFS.  These promissory notes are included with fixed maturities available-for-sale in the financial statements.  The interest rates on these notes range from 2.988% to 3.512% and the terms are from 3 to 5 years. In addition, during the three-month period ended March 31, 2004, the Company purchased an additional $60 million in promissory notes from MFS.  Interest earned on the promissory notes amounted to approximately $1.1 million and $2.9 million for the three and nine-month periods ended September 30, 2004, respectively, and $153,000 and $217,000 for the three and nine-month periods ended September 30, 2003, respectively.



The Company paid $3.6 million and $13.4 million for the three and nine-month periods ended September 30, 2004, respectively, and $3.2 million and $10.5 million for the three and nine-month periods ended September 30, 2003, respectively, in commission fees to MFS/Sun Life Financial Distributors, Inc., an affiliate.



The Company paid $9.5 million and $38.0 million for the three and nine-month periods ended September 30, 2004, respectively, and $11.2 million and $51.9 million for the three and nine-month periods ended September 30, 2003, respectively, in commission fees to Independent Financial Marketing Group, Inc., an affiliate.



Management believes intercompany revenues and expenses are calculated on a reasonable basis.  However, these amounts may not necessarily be indicative of the amounts that would be incurred if the Company operated on a standalone basis.

3. SEGMENT INFORMATION

The Company and its subsidiaries offer financial products and services such as fixed and variable annuities, GICs, retirement plan services, and life insurance on an individual and group basis, as well as disability and stop-loss insurance on a group basis. As described below, the Company conducts business principally in three operating segments and maintains a corporate segment to provide for the capital needs of the three operating segments and to engage in other financing and investment related activities.



15



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

3. SEGMENT INFORMATION (continued)

Net investment income is allocated based on segmented assets by line of business.  Management evaluates the results of the operating segments on an after-tax basis.  The Company does not depend on one or a few customers, brokers or agents for a significant portion of its operations.



The Wealth Management Segment markets and administers individual and group variable annuity products, individual and group fixed annuity products and other retirement benefit products.  These contracts may contain any of a number of features including variable or fixed interest rates, equity index options, and may be denominated in foreign currencies.  The Company uses derivative instruments to manage the risks inherent in the contract options.



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



The Group Protection Segment markets and administers group life, long-term disability, short-term disability and stop loss insurance to small and mid-size companies in the State of New York.



The Corporate Segment includes the unallocated capital of the Company, its debt financing, its consolidated investments in VIE's, and items not otherwise attributable to the other segments.



The following amounts pertain to the various business segments.  Prior year segmented results have been restated to include the results of Keyport in the Wealth Management Segment (in 000's):



|                               | Nine-month period ended September 30, 2004            |   |           
|------------------------------ | ----------------------------------------------------- | - | ----------
|                               |                                                       |   |           
|                               |                                                       |   |           
|                               | Wealth                                                |   | Individual
|                               | Management                                            |   | Protection
|                               |                                                       |   |           
|Total Revenues                 | $         928,358                                     | $ | 49,641    
|Total Expenditures             | 773,054                                               |   | 45,705    
|Pretax Income                  | 155,304                                               |   | 3,936     
|                               |                                                       |   |           
|Net Income                     | $         119,832                                     | $ | 2,664     
|                               |                                                       |   |           
|Total Assets                   | $    39,651,089                                       | $ | 3,879,798 
|                               |                                                       |   |           
|                               |                                                       |   |           
|                               | Nine-month period ended September 30, 2003 - Restated |   |           
|                               |                                                       |   |           
|Total Revenues                 | $    1,097,001                                        | $ | 37,484    
|Total Expenditures             | 968,967                                               |   | 40,165    
|Pretax Income (Loss)           | 128,034                                               |   | (2,681)   
|                               |                                                       |   |           
|Net Income (Loss)              | $         81,522                                      | $ | (2,177)   
|                               |                                                       |   |           
|Total Assets
December 31, 2003 | $ 39,744,874                                          | $ | 2,973,014 

16



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

3. SEGMENT INFORMATION (continued)





|                               | Three-month period ended September  30, 2004           |   |           
|------------------------------ | ------------------------------------------------------ | - | ----------
|                               |                                                        |   |           
|                               |                                                        |   |           
|                               | Wealth                                                 |   | Individual
|                               | Management                                             |   | Protection
|                               |                                                        |   |           
|Total Revenues                 | $       254,197                                        | $ | 20,507    
|Total Expenditures             | 294,188                                                |   | 15,667    
|Pretax Income (Loss)           | (39,991)                                               |   | 4,840     
|                               |                                                        |   |           
|Net Income (Loss)              | $      (20,008)                                        | $ | 3,182     
|                               |                                                        |   |           
|Total Assets                   | $  39,651,089                                          | $ | 3,879,798 
|                               |                                                        |   |           
|                               |                                                        |   |           
|                               | Three-month period ended September 30, 2003 - Restated |   |           
|                               |                                                        |   |           
|Total Revenues                 | $     360,156                                          | $ | 13,640    
|Total Expenditures             | 316,517                                                |   | 15,793    
|Pretax Income (Loss)           | 43,639                                                 |   | (2,153)   
|                               |                                                        |   |           
|Net Income (Loss)              | $        28,713                                        | $ | (1,634)   
|                               |                                                        |   |           
|Total Assets
December 31, 2003 | $ 39,744,874                                           | $ | 2,973,014 

4. REINSURANCE



The Wealth Management Segment currently does not offer traditional life insurance products; however, it manages a closed block of single premium whole life insurance policies ("SPWL"), a retirement-oriented tax-advantaged life insurance product.  The Company discontinued sales of SPWL's in response to certain tax law changes in the 1980s.  The Company had SPWL policyholder balances of approximately $1.7 billion as of September 30, 2004 and December 31, 2003, respectively.  On December 31, 2003, this entire block of business was reinsured on a funds withheld basis with SLOC, an affiliated company.  By reinsuring the SPWL product, the Company reduced net investment income by $23.6 million and $69.7 million for the three and nine-month periods ended September 30, 2004, respectively, and interest credited by $20.9 million and $60.1 million for the three and nine-month periods ended September 30, 2004, respectively.  The liability for the SPWL policies is included in contractholder deposit funds and other policy liabilities.  The recoverable for the reinsurance amount and payable for the funds withheld are reported as separate line items within the accompanying financial statements.





17





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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

4. REINSURANCE (continued)



The Company is contingently liable for the portion of the policies reinsured under each of its existing reinsurance agreements in the event the reinsurance companies are unable to pay their portion of any reinsured claim. Management believes that any liability from this contingency is unlikely.  However, to limit the possibility of such losses, the Company evaluates the financial condition of its reinsurers and monitors concentration of credit risk.



Reinsurance receivables from non-affiliated companies are included in other assets and amounted to $181.4 million and $187.1 million at September 30, 2004 and December 31, 2003, respectively.

5. COMMITMENTS AND CONTINGENT LIABILITIES



REGULATION AND REGULATORY DEVELOPMENTS



The Company's variable annuity contracts and variable life insurance policies are subject to various levels of regulation, including certain federal securities laws administered by the Securities and Exchange Commission (the "SEC") and certain state securities laws.  On or about October 30, 2003, the Company received a request from the SEC for information regarding its policies, practices and procedures with respect to subaccount "market timing," its policies, practicesand procedures with respect to receiving and processing exchange orders from contract owners, and its oversight of such activities in the Company's separate accounts.  The Company responded to this request and an additional related request.  On March 4, 2004, the Boston District Office of the SEC notified the Company that it intended to commence an examination of the Company and certain of its affiliates pursuant to Section 31(b) of the Investment Company Act of 1940 and the Securities Exchange Act of 1934 relating to these and certain other subjects.  The Company is cooperating with the SEC in these matters.  In addition, the SEC and other regulators have conducted or are conducting investigations and examinations of certain of the Company's affiliates relating to various issues, including market timing and late trading of mutual funds and variable insurance products, directed brokerage, revenue-sharing and other arrangements with distributors, and recordkeeping requirements.



LITIGATION, INCOME TAXES AND OTHER MATTERS



The Company is not aware of any contingent liabilities arising from litigation, income taxes or other matters that could have a material effect upon the financial condition, results of operations or cash flows of the Company.



INDEMNITIES

In the normal course of its business, the Company has entered into agreements that include indemnities in favor of third parties, such as engagement letters with advisors and consultants, outsourcing agreements, underwriting and agency agreements, information technology agreements, distribution agreements and service agreements.  The Company has also agreed to indemnify its directors and certain of its officers and employees in accordance with the Company's by-laws.  Due to the nature of these indemnification agreements, it is not possible to estimate the Company's potential liability; therefore, the Company has not recorded any liability for this purpose.





18



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

6.  RETIREMENT PLANS



The following table sets forth the components of the net periodic pension cost for the nine-month periods ended September 30 (in 000's):



|                                                 |                                | 2004                           | 2003                          
|------------------------------------------------ | ------------------------------ | ------------------------------ | ------------------------------
|                                                 |                                | Pension Benefits               | Other Benefits                
|                                                 |                                |                                |                               
|Components of net periodic benefit cost:         |                                |                                |                               
|Service cost                                     | $                        7,404 | $                          900 | $                       6,717 
|Interest cost                                    | 9,090                          | 2,250                          | 7,872                         
|Expected return on plan assets                   | (13,278)                       | -                              | (10,770)                      
|Amortization of transition asset                 | (2,289)                        | -                              | (2,289)                       
|Amortization of prior service cost (credit)      | 642                            | (180)                          | 642                           
|Recognized net actuarial loss                    | 2,355                          | 1,005                          | 3,162                         
|Net periodic benefit cost                        | $                        3,924 | $                       3,975  | $                        5,334
|The Company's share of net periodic benefit cost | $                        4,527 | $                        2,898 | $                        2,246

The following table sets forth the components of the net periodic pension cost for the three-month periods ended September 30, (in 000's):



|                                                 |                                | 2004                           | 2003                          
|------------------------------------------------ | ------------------------------ | ------------------------------ | ------------------------------
|                                                 |                                | Pension Benefits               | Other Benefits                
|                                                 |                                |                                |                               
|Components of net periodic benefit cost:         |                                |                                |                               
|Service cost                                     | $                        2,468 | $                          300 | $                       2,239 
|Interest cost                                    | 3,030                          | 750                            | 2,624                         
|Expected return on plan assets                   | (4,426)                        | -                              | (3,590)                       
|Amortization of transition asset                 | (763)                          | -                              | (763)                         
|Amortization of prior service cost (credit)      | 214                            | (60)                           | 214                           
|Recognized net actuarial loss                    | 785                            | 335                            | 1,054                         
|Net periodic benefit cost                        | $                        1,308 | $                       1,325  | $                       1,778 
|The Company's share of net periodic benefit cost | $                       2,069  | $                          817 | $                          749



Estimated Contributions

The Company does not plan to make any contributions in 2004 to either the pension benefits plan or the other post retirement benefits plan.



The Company did not make any contributions in 2003 to either the pension benefits plan or the other post retirement benefits plan.



19



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)



7.  SALE OF VARIABLE INTEREST ENTITY

On June 30, 2004, the Company sold its interest in one of its consolidated VIEs and recognized a gain of $9.7 million.  The Company received net cash proceeds of $39.7 and reduced consolidated assets and liabilities by $51.6 million and $21.9 million, respectively. The Company's net income related to this VIE for the nine-month period ended September 30, 2004, excluding the gain on the sale, was $7.1 million.



8. GOODWILL



Goodwill represents the difference between the purchase price paid and the fair value of the net assets acquired in connection with the acquisition of Keyport.  In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets," goodwill is tested for impairment on an annual basis.  The Company completed the required impairment tests of goodwill and indefinite-lived intangible assets during the second quarter of 2004 and concluded that these assets are not impaired.



In September 2004, the Company finalized tax periods that predated the acquisition of Keyport.  In accordance with the EITF Issue No. 93-7, "Uncertainties Related to Income Taxes in a Purchase Business Combinations," adjustments upon resolution of income tax uncertainties that predate or result from a purchase business combination should be recorded as an increase or decrease to goodwill regardless of the time that has elapsed since the acquisition date.  The Company reduced Goodwill by $7.4 million in the third quarter of 2004 to record the difference between the estimated tax liability at the acquisition date and the final tax liability for closed tax years that predated the acquisition.



9.  SUBSEQUENT EVENTS



On October 28, 2004, the Board of Directors of SLF and SLOC approved, subject to regulatory approvals, a reorganization plan under which most of SLOC's asset management businesses in Canada and the United States, including the United States annuities businesses will be transferred, effective January 4, 2005, to a newly incorporated holding company that will be a wholly-owned subsidiary of SLF.  SLOC is a wholly owned subsidiary of SLF.

Through a series of transactions that will occur on January 4, 2005, SLOC will transfer its shares of Sun Life Assurance Company of Canada - U.S. Operations Holdings, Inc. ("SLOC U.S. Holdings") to a newly incorporated holding company that will be a wholly-owned subsidiary of SLF.  SLOC U.S. Holdings directly or indirectly holds all of SLOC's U.S. subsidiaries, including the Company.

The reorganization is not expected to have any impact on the financial strength ratings of the Company and it will have no impact on policyholders benefits and the quality of policyholder services will not be diminished. The reorganization is subject to final regulatory approval from certain regulators, which are expected to be received by January 4, 2005.

As part of the reorganization, the Company will dividend SCA to SLOC U.S. Holdings on or before December 31, 2004.  SCA's net income for the three-month periods ended September 30, 2004 and 2003 is $0.1 million and $60,000, respectively, and $0.3 million and $0.6 million for the nine-month periods ended September 30, 2004 and 2003, respectively.  SCA's total assets are $8.0 million and $7.0 million at September 30, 2004 and December 31, 2003, respectively.

20



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)



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



Pursuant to General Instruction H(2)(a) to Form 10-Q, the registrant ("the Company") elects to omit the Management's Discussion and Analysis of Financial Condition and Results of Operations.  Below is an analysis of the Company's results of operations that explains material changes in the Statement of Operations between the nine-month periods ended September 30, 2004 and September 30, 2003.



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, 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:



|o | Heightened competition, particularly in terms of price, product features and distribution capability, which could constrain the Company's growth and profitability.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                    
|o | Changes in interest rates and market conditions.                                                                                                                   
|  |                                                                                                                                                                    
|o | Regulatory and legislative developments.                                                                                                                           
|  |                                                                                                                                                                    
|o | Developments in consumer preferences and behavior patterns.                                                                                                        



CRITICAL ACCOUNTING POLICIES



Deferred Acquisition Costs

Acquisition costs related to the issuance of fixed and variable annuities and life insurance products are deferred and amortized, generally in proportion to total estimated gross profits.  Estimated gross profits are reviewed quarterly and adjusted retrospectively when the Company revises its estimates.  Estimated gross profits include assumptions related to investment yields and interest rates, mortality, lapse, expense and asset growth rates.  Although realization of deferred policy acquisition costs ("DAC") is not assured, the Company believes that all of these costs will be realized.  The amount of DAC considered realizable, however, could be reduced if the estimates of gross profits or total revenues discussed above are reduced.



Changes in any of the assumptions that serve to increase or decrease the estimated future gross profits will cause the amortization of DAC to decrease or increase, respectively, in the current period.  This will cause fluctuation in earnings from period to period.  These changes in assumptions resulted in a decrease in DAC amortization of $(79.6) million and ($20.5) million for the nine-month periods ended September 30, 2004 and 2003, respectively.



DAC is also adjusted for amounts relating to the recognition of unrealized investment gains and losses.  This adjustment, net of tax, is included with the change in net unrealized investment gains or losses that is credited or charged directly to accumulated other comprehensive income (loss). DAC decreased by $(148.8) million and $(132.3) million for the unrealized gains at September 30, 2004 and December 31, 2003, respectively, relating to this adjustment.











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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)



CRITICAL ACCOUNTING POLICIES (continued)

Goodwill



Goodwill represents the difference between the purchase price paid and the fair value of the net assets acquired in connection with the acquisition of Keyport Life Insurance Company ("Keyport").  In accordance with Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets," goodwill is tested for impairment on an annual basis.  The Company completed the required impairment tests of goodwill and indefinite-lived intangible assets during the second quarter of 2004 and concluded that these assets are not impaired.



In September 2004, the Company finalized tax periods that predated the acquisition of Keyport.  In accordance with the Emerging Issues Task Force Issue No. 93-7, "Uncertainties Related to Income Taxes in a Purchase Business Combinations," adjustments upon resolution of income tax uncertainties that predate or result from a purchase business combination should be recorded as an increase or decrease to goodwill regardless of the time that has elapsed since the acquisition date.  The Company reduced Goodwill by $7.4 million in the third quarter of 2004 to record the difference between the estimated tax liability at the acquisition date and the final tax liability for closed tax years that predated the acquisition.



RESULTS OF OPERATIONS



Nine-month period ended September 30, 2004 compared to the Nine-month period ended September 30, 2003:



Net Income



The Company's net income was $163.5 million and $69.2 million for the nine-month periods ended September 30, 2004 and 2003, respectively.  Income before income taxes, minority interest share of income and cumulative effect of change in accounting principle was $218.6 million and $93.0 million for the nine-month periods ended September 30, 2004 and 2003, respectively.  This $125.6 million increase was primarily due to improvements in the Corporate Segment (increase of $89.3 million) and in the Wealth Management Segment (increase of $27.3 million). Federal income tax expense was $52.7 million (24.1%) and $23.8 million (25.6%) for the nine-month periods ended September 30, 2004 and 2003, respectively.  The results of operations by segment are discussed more fully below.



Results of Operations by Segment



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



The following provides a summary of net income (loss) from operations by segment.

Wealth Management Segment

The Wealth Management Segment sells a full range of retirement-oriented insurance products that provide fixed, indexed or variable returns to policyholders.  Annuities are insurance products designed to offer individuals protection against the risk of outliving their financial assets during retirement.  Annuities offer a tax-deferred means of accumulating savings for retirement needs and provide a tax-efficient source of income in the payout period.  The Company earns spread income from fixed and indexed annuities; variable annuities primarily produce fee income.  Through 2002, this segment also marketed guaranteed investment contracts ("GIC's") to unrelated third parties.



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)



The segment's principal products are categorized as follows:

Fixed Annuities - Fixed annuity products are principally single premium deferred annuities ("SPDA").  A SPDA policyholder typically makes a single premium payment at the time of issuance.  The Company obligates itself to credit interest to the policyholder's account at a rate that is guaranteed for an initial term and is reset annually thereafter, subject to a guaranteed minimum rate.  Interest crediting continues until the policy is surrendered, the policyholder dies, or when the policyholder turns age 90.



Variable Annuities - Variable annuities offer a selection of underlying investment alternatives that may satisfy a variety of policyholder risk/return objectives.  Under a variable annuity, the policyholder has the opportunity to select separate account investment options (consisting of underlying mutual funds), which pass the investment risk directly to the policyholder in return for the potential of higher returns.  Variable annuities also include guaranteed fixed interest options.  The Company has several different variable annuity products that currently offer various separate account investment choices, depending on the product, and guaranteed fixed interest options.

Equity-Indexed Annuities - Equity-indexed annuities credit interest to the policyholder at a "participation rate" equal to a portion of the change in value of a specified equity index.  Earnings on the Company's equity-indexed annuity products are based on a percentage of the increase in the Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index") ("S&P", "S&P 500", and "Standard & Poor's" are trademarks of The McGraw Hill Companies, Inc. and have been licensed for use by the Company). The Company's equity-indexed products also provide a guarantee of principal at the end of the term.  Thus, unlike a direct equity investment, even if the S&P 500 Index declines, there is no market risk to the policyholder's principal.



Institutional Investment Contracts - Institutional contracts are contracts issued to institutional investors or to trusts that issued GIC's to unrelated third parties.  These contracts may contain any of a number of features including variable or fixed interest rates, equity index options, and may be denominated in foreign currencies.



In 1997, the Company discontinued the marketing of group pension and GIC products in the U.S.  Although these products are not currently sold in the U.S., there continues to be a block of U.S. group retirement business in-force, including GIC's, pension plans and group annuities.  A significant portion of these pension contracts cannot be surrendered, resulting in limited liquidity exposure to the Company.



The Company uses derivative instruments to manage the risks inherent in the contract options of many of these products.



Other - The Wealth Management segment currently does not offer traditional life insurance products, however, it manages a closed block of single premium whole life insurance policies ("SPWL"), a retirement-oriented tax-advantaged life insurance product.  The Company discontinued sales of SPWL's in response to certain tax law changes in the 1980s.  The Company had SPWL policyholder balances of approximately $1.7 billion as of September 30, 2004 and December 31, 2003, respectively



The Company markets its annuity products via two affiliated broker-dealers, MFS/Sun Life Financial Distributors, Inc. and Clarendon Insurance Agency, Inc., and an affiliated retail distribution organization, Independent Financial Marketing Group, Inc.  The annuity products are also distributed through a variety of unaffiliated retail organizations including securities brokers, financial institutions, insurance agents and financial advisers.  Investment funds available under these products are managed by several investment managers, including Massachusetts Financial Services Company, an affiliate of the Company, and Sun Capital Advisers, Inc., a subsidiary of the Company.







23



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)



Wealth Management Segment (continued)



The prior year results have been restated to include the results of Keyport in the Wealth Management Segment.  The following is a summary of operations for the Wealth Management Segment for the nine-month periods ended September 30 (in 000's):



|                   | 2004                        |   | 2003 - Restated
|------------------ | --------------------------- | - | ---------------
|Total Revenues     | $                  928,358  | $ | 1,097,001      
|Total Expenditures | 773,054                     |   | 968,967        
|Pretax Income      | 155,304                     |   | 128,034        
|                   |                             |   |                
|Net Income         | $                   119,832 | $ | 81,522         



The pre-tax income was $155.3 million and $128.0 million for the nine-month periods ended September 30, 2004 and 2003, respectively.  The significant changes from the nine-month period ended September 30, 2003 were as follows:



REVENUES



Total revenues were $928.4 million and $1,097.0 million for the nine-month periods ended September 30, 2004 and 2003 respectively. The decrease of $168.6 million was primarily due to a decrease in net investment income and net realized investment gain partially offset by improvement in derivative income and fee income.



Net Investment income - was $741.7 million and $901.7 million for the nine-month periods ended September 30, 2004 and 2003, respectively.  Investment income, excluding the mark to market of the trading portfolio and partnership income, was $714.4 million and $848.7 million for the nine-month periods ended September 30, 2004 and 2003, respectively.  The decrease of $134.3 million during 2004, as compared to 2003, was the result of a lower average investment yield  ($66.8 million), and an increase in average invested assets ($2.2 million).  In addition, net investment income was reduced in the current year by $69.7 million due to the SPWL reinsurance agreement. Investment income  related to the changes in the market value of securities in the trading portfolio and changes in the value of the partnership investments was $27.3 million and $53.0 million for the nine-month periods ended September 30, 2004 and 2003, respectively.  The change in the market value is primarily related to the change in the interest rate environment.



Net Derivative losses - were $127.2 million and $151.3 million for the nine-month periods ended September 30, 2004 and 2003, respectively. Derivative losses primarily represent fair value changes of derivative instruments and the net interest received or paid on swap agreements.



All derivatives are recognized on the balance sheet at fair value. Net interest received or paid on swap agreements and changes in the fair value of derivatives are reported in current period operations as a component of net derivative income (losses).  The Company believes that these derivatives provide economic hedges and the cost of formally documenting the effectiveness of the fair value of the hedged assets in accordance with the provisions of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," is not justified.



The Company issues annuity contracts and GICs that contain a derivative instrument that is "embedded" in the contract.  Upon issuing the contract, the embedded derivative is separated from the host contract (annuity contract or GIC contract) and is carried at fair value. The Company also purchases call options and futures on the S&P 500 Index and total return swaps to economically hedge its obligation under certain of these equity-indexed annuity contracts.  Each GIC contract is highly-individualized but typically involves the issuance of foreign currency denominated contracts backed by cross currency swaps or equity linked cross currency swaps.  The combination of these swaps with interest rate swaps allows the Company to lock in U.S. dollar fixed rate payments for the life of the contract.





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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)



Wealth Management Segment (continued)



As a component of its investment strategy and to reduce its exposure to interest rate risk, the Company utilizes interest rate swap agreements.  Interest rate swap agreements are agreements to exchange with a counterparty interest rate payments of differing character (e.g., fixed-rate payments exchanged for variable-rate payments) based on an underlying principal balance (notional principal) to hedge against interest rate changes. The Company also utilizes put options on the S&P 500 Index to hedge against stock market exposure inherent in the mortality and expense risk charges and guaranteed minimum death benefit features of the Company's variable annuities.



Net derivative losses for the Wealth Management Segment consisted of the following (in 000's):



|                                                                               | Nine-month  periods ended September 30,
|------------------------------------------------------------------------------ | ---------------------------------------
|                                                                               | 2004                                   
|Net expense on swap agreements                                                 | $                   46,966             
|Change in fair value of swap agreements 
(interest rate, currency, and equity) | 72,042                                 
|Change in fair value of options, futures and 
embedded derivatives             | 8,159                                  
|                                                                               |                                        
|Total derivative losses                                                        | $                 127,167              



Realized investment gains - were $64.3 million and $112.7 million for the nine-month periods ended September 30, 2004 and 2003, respectively.  Sales of investments generally are made to maximize total return and take advantage of prevailing market conditions. The Company incurred write-downs of fixed maturities for other-than-temporary impairments of $28.2 million and $27.9 million for the nine-month periods ended September 30, 2004 and 2003, respectively.



Fees and other income - consist primarily of separate account fees, including mortality and expense charges earned on variable annuity balances, and surrender charges. Separate account fees, based on the market values of the assets in the separate accounts supporting the contracts, were $159.5 million and $140.7 million for the nine-month periods ended September 30, 2004 and 2003, respectively.  Variable product fees represented 1.44% and 1.39% of the average variable annuity separate account balances for the nine-month periods ended September 30, 2004 and 2003, respectively.  The increase in separate account income was due to an increase in average separate account assets.  Average separate account assets were $14.8 billion and $13.5 billion for the nine-month periods ended September 30, 2004 and 2003, respectively.



Surrender charges represent revenues earned on the early withdrawal of fixed, equity-indexed and variable annuity policyholder balances.  Surrender charges on fixed, equity-indexed and variable annuity surrenders generally are assessed at declining rates applied to policyholder surrenders during the first five to seven years of the contract.  Total surrender charges were $21.2 million and $20.8 million for the nine-month periods ended September 30, 2004 and 2003, respectively.

``

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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)



Wealth Management Segment (continued)

`BENEFITS AND EXPENSES

Total benefits and expenses were $773.1 million and $969.0 million for the nine-month periods ended September 30, 2004 and 2003, respectively. The decrease of $195.9 million was primarily due to a decrease in interest credited, policyholder benefits and DAC, partially offset by an increase in other operating expenses.`

Interest credited -



Interest expense - was $45.6 million and $55.5 million for the nine-month periods ended September 30, 2004 and 2003, respectively. The $9.9 million decrease was due to lower allocated capital charge from the Corporate Segment.

Policyholder benefits - were $92.4 million and $130.5 million for the nine-month periods ended September 30, 2004 and 2003, respectively.  The $38.1 million decrease in 2004 compared to 2003 was primarily due to a decrease in reserves and death benefits of $27.9 million and $9.9 million, respectively.



Other operating expenses - remained consistent andwere $102.4 million and $100.9 million for the nine-month periods ended September 30, 2004 and 2003, respectively.



Amortization of DAC - relates to the costs of acquiring new business, which vary with and are primarily related to, the production of new annuity business.  Such acquisition costs included commissions, costs of policy issuance, underwriting and selling expenses. Amortization expense was $32.0 million and $82.3 million for the nine-month periods ended September 30, 2004 and 2003, respectively. The decrease in DAC amortization for the nine-month period ended September 30, 2004 was primarily due to favorable changes in the equity markets utilized in the estimated future gross profit assumptions used to calculate DAC amortization.



Amortization of value of business acquired ("VOBA") - relates to the actuarially-determined present value of projected future gross profits from policies in force at the date that the Company acquired Keyport (November 1, 2001).  This amount is amortized in proportion to the projected emergence of profits over the estimated lives of the contracts. Amortization was $4.4 million and $6.6 million for the nine-month periods ended September 30, 2004 and 2003, respectively.



Cumulative effect of change in accounting principle - On January 1, 2004, the Company adopted American Institute of Certified Public Accountants' Statement of Position 03-1 ("SOP 03-1"), "Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts."  The major provisions of the SOP that affect the Company require: (a) establishment of reserves primarily related to death benefit and income benefit guarantees provided under variable annuity contracts; and (b) deferral of sales inducements that meet certain criteria, and amortization using the same method used for DAC.



The cumulative effect, reported after tax and net of related effects on DAC, upon adoption of SOP 03-1 at January 1, 2004, decreased net income and stockholder's equity by $0.9 million and reduced accumulated other comprehensive income by $2.1 million.  The decrease in net income was comprised of an increase in benefit reserves (primarily for variable annuity contracts) of $34.4 million, pretax, an increase in DAC of $29.5 million, pretax, and the recognition of the unrealized gain on investments in separate accounts of $3.5 million, pretax.



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)



Individual Protection Segment



The Company primarily markets variable life insurance products.  These products include variable universal life ("VUL") products marketed to individuals, corporate owned life insurance ("COLI") and bank-owned life insurance ("BOLI") markets.  VUL products are insurance products that allow for flexible premiums and the policyholder directs how the cash value is invested, and thus bears the investment risk. The Company's management expects the variable life business to grow and become more significant in the future. Additionally, the Company also administers closed blocks of  SPWL, universal life and variable life insurance business.



The following provides a summary of the operations for the Individual Protection Segment for the nine-month periods ended September 30 (in 000's):



|                     | 2004                           |   | 2003 - Restated
|-------------------- | ------------------------------ | - | ---------------
|Total Revenues       | $                      49,641  | $ | 37,484         
|Total Expenditures   | 45,705                         |   | 40,165         
|Pretax Income (Loss) | 3,936                          |   | (2,681)        
|                     |                                |   |                
|Net Income (Loss)    | $                        2,664 | $ | (2,177)        



Earnings for the Individual Protection Segment increased by $4.8 million for the nine-month period ended September 30, 2004, as compared to the nine-month period ended September 30, 2003.  Pretax income increased by $6.6 million.  This increase was attributed primarily to improvement in fees and other income of $10.2 million and net investment income of $1.9 million.  The increases in revenues were partially offset by additional DAC amortization on the closed blocks of business and the VUL block of $2.7 million and increased interest credited of $1.7 million primarily in the COLI product. Both revenues and expenditures increased from growth in the overall volume of inforce business.



Group Protection Segment



The Group Protection Segment markets and administers group life insurance, stop loss insurance and long-term and short-term disability products to small and mid-size employers as part of those companies' employee benefit plans.  This segment operates only in the State of New York through a wholly owned subsidiary, Sun Life Insurance and Annuity Company of New York.

The following provides a summary of operations for the Group Protection Segment for the nine-month periods ended

September 30 (in 000's):



|                   | 2004                         |   | 2003 - Restated
|------------------ | ---------------------------- | - | ---------------
|Total Revenues     | $                    25,108  | $ | 20,113         
|Total Expenditures | 22,077                       |   | 19,447         
|Pretax Income      | 3,031                        |   | 666            
|                   |                              |   |                
|Net Income         | $                      1,970 | $ | 479            



Total revenues in 2004 increased by $5.0 million in comparison to 2003.  The increase in revenue was primarily attributed to higher premiums in the group life insurance and long-term disability lines of business of approximately $3.1 million and $1.1 million, respectively.



Total expenditures in 2004 increased by $2.6 million in comparison to 2003.  The expense increase is due to increased benefits to policyholders of $1.3 million due primarily to the growing insurance block of business, particularly group life.  Associated with the growth in business, the increase in expenditures is also attributed to higher operating expenses and commission payments of approximately $0.7 million and $0.7 million, respectively.



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)



Corporate Segment



The Corporate Segment consists of the unallocated capital of the Company, its consolidated investments in variable interest entities ("VIEs"), its debt financing and items not otherwise attributable to the other segments.



The following provides a summary of operations for the Corporate Segment for the nine-month periods ended

September 30 in (000's):



|                     | 2004                       |   | 2003    
|-------------------- | -------------------------- | - | --------
|Total Revenues       | $                 126,854  | $ | 12,120  
|Total Expenditures   | 70,510                     |   | 45,114  
|Pretax Income (Loss) | 56,344                     |   | (32,994)
|                     |                            |   |         
|Net Income (Loss)    | $                   39,059 | $ | (10,613)



The Corporate Segment had net income (loss) of $39.0 million and $(10.6) for the nine-month periods ended September 30, 2004 and 2003, respectively.  On a pre-tax basis, the results improved by $89.3 million in 2004, as compared to 2003. The increase in pretax income is attributable to a $33.7 million increase in derivative income associated with the consolidation of certain VIEs in 2004, increased earnings on venture capital investments and other alternative investments of $57.1 million; increased realized gains on investments of $8.8 million; lower allocations of earnings on capital to the Wealth Management Segment, due to lower capital requirements; and additional investment income due to increased Corporate assets.  Offsetting the increases in income was an increase in interest expense associated with the VIEs of $11.0 million.









































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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)



Item 3. Quantitative and Qualitative Disclosures About Market Risk



Omitted pursuant to Instruction H(2)(c) of Form 10-Q.



Item 4. Controls and Procedures



Based on an evaluation as of the end of the period covered by this report, the Company's management, including the Company's principal executive officer and principal financial officer, have concluded that the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are effective.  There has been no change in the Company's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the quarter ended September 30, 2004 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1: Legal Proceedings

The Company and its subsidiaries are engaged in various kinds of ordinary routine litigation which, in management's judgment, is not expected to be material to the business or financial condition of the Company or its subsidiaries.

Item 2: Changes in Securities and Use of Proceeds

Omitted pursuant to Instruction H(2)(b) of Form 10-Q.

Item 3: Defaults Upon Senior Securities

Omitted pursuant to Instruction H(2)(b) of Form 10-Q.

Item 4: Submission of Matters to a Vote of Security Holders

Omitted pursuant to Instruction H(2)(b) of Form 10-Q.

Item 5: Other Information

As part of an industry wide investigation, state regulators are investigating certain compensation arrangements and other business practices between insurance companies and brokers.  The Company and certain of its affiliates have received requests for information from state regulators and are cooperating with respect to these matters.

The Company's variable annuity contracts and variable life insurance policies are subject to various levels of regulation, including certain federal securities laws administered by the Securities and Exchange Commission (the "SEC") and certain state securities laws.  On or about October 30, 2003, the Company received a request from the SEC for information regarding its policies, practices and procedures with respect to subaccount "market timing," its policies, practicesand procedures with respect to receiving and processing exchange orders from contract owners, and its oversight of such activities in the Company's separate accounts.  The Company responded to this request and an additional related request.  On March 4, 2004, the Boston District Office of the SEC notified the Company that it intended to commence an examination of the Company and certain of its affiliates pursuant to Section 31(b) of the Investment Company Act of 1940 and the Securities Exchange Act of 1934 relating to these and certain other subjects.  The Company is cooperating with the SEC in these matters.  In addition, the SEC and other regulators have conducted or are conducting investigations and examinations of certain of the Company's affiliates relating to various issues, including market timing and late trading of mutual funds and variable insurance products, directed brokerage, revenue-sharing and other arrangements with distributors, and record keeping requirements.

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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

Item 6: Exhibits and Reports on Form 8-K

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

Exhibit No.

|3.1 | Certificate of Incorporation as amended through March 24, 2004 (Incorporated by reference to Annual Report of the Registrant on Form 10-K, File No. 33-82824, filed on March 29, 2004)                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                 
|3.2 | By-laws, as amended March 19, 2004 (Incorporated by reference to Annual Report of the Registrant on Form 10-K, File No. 33-82824, filed on March 29, 2004)                                                                                                                      
|    |                                                                                                                                                                                                                                                                                 
|4.1 | Certificate to be issued in connection with Flexible Payment Combination Fixed/Variable Annuity Contract (Incorporated by reference to Exhibit 4(b) to Amendment No. 37 to the Registration Statement on Form N-4, File 333-83256, filed on June 22, 2002)                      
|    |                                                                                                                                                                                                                                                                                 
|4.2 | Flexible Payment Combination Fixed/Variable Individual Annuity Contract (Incorporated by reference to Exhibit 4(c) to Amendment No. 37 to the Registration Statement on Form N-4, File 333-83256, filed on June 22, 2002)                                                       
|    |                                                                                                                                                                                                                                                                                 
|4.3 | Certificate to be issued in connection with Flexible Payment Combination Fixed/Variable Annuity Contract (Incorporated by reference to Exhibit 4(b) to the Registration Statement on Form N-4, File No. 333-74844, filed on December 10, 2001)                                  
|    |                                                                                                                                                                                                                                                                                 
|4.4 | Certificate to be issued in connection with Flexible Payment Combination Fixed/Variable Annuity Contract (Incorporated by reference to Exhibit 4(b) to Post-Effective Amendment No. 5 to the Registration Statement on Form N-4, File No 033-41628, filed on September 20, 1994)
|    |                                                                                                                                                                                                                                                                                 
|4.5 | Certificate to be issued in connection with Flexible Payment Combination Fixed/Variable Annuity Contract (Incorporated by reference to Exhibit 4(b) to Post-Effective Amendment No. 9 to the Registration Statement on Form N-4, File No. 033-41628, filed on March 2, 1998)    
|    |                                                                                                                                                                                                                                                                                 
|4.6 | Flexible Payment Combination Fixed/Variable Annuity Contract (Incorporated by reference to Exhibit 4(c) to Registration Statement on Form N-4, File 333-74844, filed on December 10, 2001)                                                                                      
|    |                                                                                                                                                                                                                                                                                 
|4.7 | Certificate to be issued in connection with Flexible Payment Combination Fixed/Variable Annuity Contract (Incorporated by reference to the Registration Statement on Form N-4, File No. 333-37907, filed on October 14, 1997)                                                   
|    |                                                                                                                                                                                                                                                                                 
|4.8 | Certificate to be issued in connection with Flexible Payment Combination Fixed/Variable Annuity Contract (Incorporated by reference to Exhibit 4(a) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File 333-41438, filed on September 25, 2000)    
|    |                                                                                                                                                                                                                                                                                 
|4.9 | Certificate to be issued in connection with Flexible Payment Combination Fixed/Variable Annuity Contract (Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-4, File No. 333-05227, filed on April 10, 1998)                   



30



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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

Item 6: Exhibits and Reports on Form 8-K (continued)

|4.10 | Certificate to be issued in connection with Flexible Payment Combination Fixed/Variable Annuity Contract (Incorporated by reference to Exhibit 4(a) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File 333-30844, filed on June 9, 2000)                                    
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                           
|4.12 | Certificate to be issued in connection with Flexible Payment Combination Fixed/Variable Annuity Contract (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-82957, filed September 29, 1999)                                      
|     |                                                                                                                                                                                                                                                                                                           
|4.13 | Certificate to be issued in connection with Flexible Payment Combination Fixed/Variable Annuity Contract (Incorporated by reference to Exhibit 4(b) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-31248, filed on June 14, 2000)                               
|     |                                                                                                                                                                                                                                                                                                           
|4.14 | Certificate to be issued in connection with Contract (Incorporated by reference to Exhibit 4(b) to the Registration Statement of the Registrant on Form S-2, File 333-62837, filed on February 4, 1998)                                                                                                   
|     |                                                                                                                                                                                                                                                                                                           
|4.15 | Form of Certificate to be issued in connection with Flexible Payment Combination Fixed/Variable Annuity Contract (Incorporated by reference to Exhibit 4(b) to the Registration Statement on Form N-4, File No. 333-74972, filed on December 12, 2001)                                                    
|     |                                                                                                                                                                                                                                                                                                           
|4.16 | Certificate to be issued in connection with Flexible Payment Combination Fixed/Variable Annuity Contract (Incorporated by reference to Post-Effective Amendment No. 9 to the Registration Statement on Form N-4, File No. 033-29852, filed on April 16, 1998)                                             
|     |                                                                                                                                                                                                                                                                                                           
|4.17 | Group Contract Form No. DIA(1); Certificate Form No. DIA(1)/CERT; and Individual Contract Form No. DIA(1)/IND (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement of Keyport Life Insurance Company on Form S-1, File No. 333-13609, filed on or about February 7, 1997)
|     |                                                                                                                                                                                                                                                                                                           
|4.18 | Group Contract Form No. MVA(1) and Certificate Form No. VA(1)/CERT (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement of Keyport Life Insurance Company on Form S-1, File No. 333-1783, filed on August 2, 1996)                                                       
|     |                                                                                                                                                                                                                                                                                                           
|31.1 | Certification pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                           
|31.2 | Certification pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                           
|32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                           
|32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                    



(b) Reports on Form 8-K:

The Company did not file any reports on Form 8-K during the quarter ended September 30, 2004.





31



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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.)
| | -------------------------------------------





November 10, 2004

| | /s/ Robert C. Salipante       
| | ------------------------------
| | Robert C. Salipante, President





November 10, 2004

| | /s/ Gary Corsi                                        
| | ------------------------------------------------------
| | Gary Corsi, Vice President and Chief Financial Officer