UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
20549 FORM 40-F  (Check One)  ̈Registration statement pursuant to
Section 12 of the Securities Exchange Act of 1934 or þAnnual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 For fiscal year ended:        March
31, 2014                        Commission File number: 1-31402 CAE INC. (Exact name of
Registrant as specified in its charter) Canada (Province or Other Jurisdiction of
Incorporation or Organization)  3699 (Primary Standard Industrial Classification
Code Number, if applicable)  Not Applicable (I.R.S. Employer Identification Number, if
applicable) 8585
Côte-de-Liesse, Saint-Laurent, Québec, H4T 1G6  514-341-6780 (Address and
Telephone Number of Registrant’s principal executive office) CT Corporation System, 111 Eighth Avenue,
13th Floor, New York, NY  10011 (212) 894-8700 (Name, Address
and Telephone Number of Agent for Service in the United States) Securities registered or to be registered pursuant to
Section 12(b) of the Act: Title of Each ClassName
of Each Exchange On
Which Registered Common Shares,                                                                                       New
York Stock Exchange
including associated Common Share 
purchase rights pursuant to the Registrant’s Shareholder Rights Plan, which purchase
rights 
will trade together with the Common Shares Securities
registered or to be registered pursuant to Section 12(g) of the Act:  
none Securities for
which there is a reporting obligation pursuant to Section 15(d) of the
Act:  none For annual reports, indicate by check mark
the information filed with this form: þAnnual Information FormþAudited Annual Financial Statements Indicate the
number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual report:263,771,443
common shares Indicate by check mark whether the
registrant:  (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the proceeding 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 in the past 90 days. YesþNo ̈


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Indicate by
check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such files). Yes ̈No ̈


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DISCLOSURE CONTROLS AND PROCEDURES  A. Evaluation of disclosure controls
and procedures.Disclosure controls and procedures
are designed to ensure that information required to be disclosed by CAE Inc.
(“CAE”) in reports filed with securities regulatory agencies is recorded,
processed, summarized and reported on a timely basis and is accumulated and
communicated to CAE’s management, including our President and Chief Executive
Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding disclosure.  Under the
supervision of the President and Chief Executive Officer and Chief Financial
Officer, management evaluated the effectiveness of CAE’s disclosure controls
and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the U.S.
Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of March
31, 2014, the end of the period covered by this Annual Report on Form 40-F. 
The President and Chief Executive Officer and the Chief Financial Officer
concluded from the evaluation that the design and operation of CAE’s disclosure
controls and procedures were effective as at March 31, 2014. B.
Management’s report on internal control over financial reporting.CAE’s management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. CAE’s
internal control over financial reporting includes those policies and
procedures that: (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of CAE’s assets; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and
that CAE’s receipts and expenditures are being made only in accordance with
authorizations of its management and directors; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of CAE’s assets that could have a material effect on the
financial statements. Management
evaluated the effectiveness of CAE’s internal controls over financial reporting
as of March 31, 2014, based on the framework and criteria set forth inInternal
Control – Integrated Framework  (1992)issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO), and has concluded that CAE’s internal control over
financial reporting is effective as of the end of the period covered by this
Annual Report on Form 40-F. C.
Attestation report of the Independent Auditors.PricewaterhouseCoopers LLP, independent auditors who audited and reported on
CAE’s financial statements included in this annual report, has issued an
attestation report on  the effectiveness of CAE’s internal control over
financial reporting as of the end of the period covered by this Annual Report
on Form 40-F.  This attestation report is included in Exhibit 99.2to
thisAnnual Report
on Form 40-F. D. Changes
in internal control over financial reporting.There were no changes to CAE’s internal control over financial reporting during
the year ended March 31, 2014 that havematerially
affected, or are reasonably likely to materially affect, CAE’s internal control
over financial reporting.


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E.
Limitations on the effectiveness of controls.A
control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance with respect to the reliability of
financial reporting and financial statement preparation.  Accordingly, CAE’s
management, including our President and Chief Executive Officer and our Chief
Financial Officer, does not expect that CAE’s internal control over financial
reporting will prevent or detect all errors and all fraud. CAE will
continue to periodically review its disclosure controls and procedures and
internal control over financial reporting and may make modifications from time
to time as considered necessary or desirable. AUDIT COMMITTEE FINANCIAL EXPERT CAE’s board
of directors has determined that it has at least one audit committee financial
expert serving on its audit committee. The board of directors has determined
that Mr. Paul Gagné is an audit committee financial expert within the
meaning of General Instruction B(8)(a) of Form 40-F and is independent as that
term is defined by the New York Stock Exchange’s corporate governance standards
applicable to CAE. The
Securities and Exchange Commission (the “Commission”) has indicated that the
designation of a person as an audit committee financial expert does not impose
on such person any duties, obligations or liability that are greater than those
imposed on such person as a member of the audit committee and the board of
directors in the absence of such designation and does not affect the duties,
obligations or liability of any other member of the audit committee or board of
directors. CODE OF ETHICS CAE has a
code of ethics entitled “Code of Business Conduct”. The Code of Business
Conduct applies to all officers and employees of CAE, including CAE’s principal
executive officer, principal financial officer, principal accounting officer,
agents, representatives, contractors, suppliers and consultants. CAE also has a
code of ethics called the Board Member Code of Conduct for members of its board
of directors.  The Code of Business Conduct and the Board Member Code of
Conduct are available at CAE’s Internet website,www.cae.com, in the
Corporate Governance section. Amendments to the Code of Business Conduct and
waivers, if any, for executive officers will be disclosed on CAE’s website. 
Unless specifically referred to herein, the information on CAE’s website shall
not be deemed to be incorporated by reference in this annual report. PRINCIPAL ACCOUNTANT FEES AND SERVICES


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The disclosure provided under section11 “Approval Of Services” on page 39 of Exhibit 99.1, Annual Information
Form, providing details on the fees billed by PricewaterhouseCoopers LLP, the
Company’s principal accountant, to CAE in each of the years ended March 31, 2014
and March 31, 2013 for professional services rendered to CAE, is incorporated
by reference herein. AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES The
disclosure provided under section11“Approval of Services” on page 39 of Exhibit 99.1, Annual Information
Form, is incorporated by reference herein. None of the
services described above under the captions “Audit-Related Fees” or “Tax Fees”
were approved by the Audit Committee pursuant to the de minimis exemption to
the pre-approval requirements provided by paragraph (c)(7)(i)(C) of
Rule 2-01 of Regulation S-X. OFF-BALANCE SHEET ARRANGEMENTS The
disclosure provided under section 7.2 “Off balance sheet arrangements” on page 36
of Exhibit 99.3, Management’s Discussion and Analysis, is incorporated by
reference herein. CONTRACTUAL OBLIGATIONS The
disclosure provided under section 6.4  “Contractual Obligations” on page 34 of
Exhibit 99.3, Management’s Discussion and Analysis, is incorporated by
reference herein. IDENTIFICATION OF THE AUDIT COMMITTEE CAE has a separately-designated standing
Audit Committee established in accordance with Section 3(a)(58)(A) of the
Exchange Act.  CAE’s Audit Committee is, as of the date hereof, comprised of
the following directors:  Katharine B. Stevenson, Paul Gagné, Andrew J. Stevens
and Kathleen E. Walsh.


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UNDERTAKING AND
CONSENT TO SERVICE OF PROCESS A.            Undertaking CAE Inc. (the
“Registrant”) undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities in relation to which the obligation to file an
annual report on Form 40-F arises; or transactions in said securities. B.            Consent to Service of Process The Registrant has previously filed with the Commission a Form F-X
in connection with the Common Shares, including the associated Common Share
purchase rights pursuant to the Registrant’s Shareholder Rights Plan, which
purchase rights trade together with the Common Shares.


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SIGNATURES Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized. Date:   June 27, 2014CAE INC.   By:            ___________________________________ Name: Hartland J. A. Paterson Title:   General Counsel, Chief Compliance Officer and Secretary


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EXHIBIT INDEX   Exhibit No.

   Description
  99.1

   Annual Information Formfor the fiscal year ended March 31, 2014, dated June 12, 201499.2

   Audited annual financial statements for the fiscal year ended March 31, 201499.3

   Management’s Discussion and Analysis for the fiscal year ended March 31, 201499.4

   Consent of PricewaterhouseCoopers LLP99.5

   Certification of Marc Parent required by Rule 13a-14(a) or Rule 15d-14(a)99.6

   Certification of Stéphane Lefebvre required by Rule 13a-14(a) or Rule 15d-14(a)99.7

   Certification of Marc Parent pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.8

   Certification of Stéphane Lefebvre pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.9

   Notice and Management Proxy Circular dated June 12, 2014 (incorporated by reference to CAE’s Form 6-K (commission file no. 1-31402) furnished to the Commission on June 27, 2014