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 ended September 30, 2011 Commission File Numbers: 2-99959, 33-29851, 33-31711, 33-41858, 33-43008, 33-58853, 333-11699, 333-77041, 333-62837, 333-45923, 333-88069, 333-39306, 333-46566, 333-82816, 333-82824, 333-111636, 333-130699, 333-130703, 333-130704, 333-133684, 333-133685, 333-133686, 333-39034, 333-144903-01, 333-144908-01, 333-144911-01, 333-144912-01, 333-155716, 333-333-155726, 333-155791, 333-155792, 333-155793, 333-155797, 333-156303, 333-156304, 333-156308, 333-160605, 333-160606, 333-160607, 333-169558-01, 333-169559-01, 333-169560-01, and 333-169561-01

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.                                                             þ Yes   ¨ No

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).  þ Yes   ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer  þ	(Do not check if a smaller reporting company)	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).¨ Yes   þ No

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 as of November 14, 2011, 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.

1

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, 2011

TABLE OF CONTENTS

Page

	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Condensed Consolidated Statements of Operations for the nine-month periods ended September 30, 2011 and 2010 (Unaudited)	3
	Condensed Consolidated Statements of Operations for the three-month periods ended September 30, 2011 and 2010 (Unaudited)	4
	Condensed Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010 (Unaudited)	5
	Condensed Consolidated Statements of Comprehensive Income for the nine and three-month periods ended September 30, 2011 and 2010 (Unaudited)	6
	Condensed Consolidated Statements of Changes in  Stockholder’s Equity for the nine-month periods ended September 30, 2011 and 2010 (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2011 and 2010 (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management's Discussion and Analysis of Financial Position and Results of Operations	73
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	85
Item 4.	Controls and Procedures	85

	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	85
Item 1A.	Risk Factors	85
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	85
Item 3.	Defaults Upon Senior Securities	85
Item 4.	(Removed and Reserved)	85
Item 5.	Other Information	86
Item 6.	Exhibits	86

2

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 OPERATIONS

(in thousands)

For the nine-month periods ended September 30,

	Unaudited
	2011		2010
Revenues
Premiums and annuity considerations	$	104,020	$	100,387
Net investment income (1)		610,663		1,333,987
Net derivative loss (Note 5)		(669,065)		(623,064)
Net realized investment gains, excluding impairment losses on available-for-sale securities		14,576		16,859
Other-than-temporary impairment losses (2)  (Note 5)		(71)		(885)
Fee and other income		468,789		361,524
Total revenues		528,912		1,188,808
Benefits and Expenses
Interest credited		263,407		308,693
Interest expense		33,275		39,517
Policyowner benefits		57,455		143,673
Amortization of deferred policy acquisition costs, value of
business and customer renewals acquired		(684,001)		177,434
Other operating expenses		261,284		236,347
Total benefits and expenses		(68,580)		905,664
Income before income tax expense		597,492		283,144
Income tax expense		194,820		91,088
Net income	$	402,672	$	192,056

(1)Net investment income includes an increase in market value of trading investments of $144.7 million and $748.7 million for the nine-month periods ended September 30, 2011 and 2010, respectively, for securities still held at the reporting date.

(2)The other-than-temporary impairment (“OTTI”) losses for the nine-month periods ended September 30, 2011 and 2010 represent solely credit losses.  The Company incurred no non-credit OTTI losses during the nine-month periods ended September 30, 2011 and 2010, as such, no non-credit OTTI losses were recognized in other comprehensive income for the periods.

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

3

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 OPERATIONS

 (in thousands)

For the three-month periods ended September 30,

	Unaudited
	2011		2010
Revenues
Premiums and annuity considerations	$	33,473	$	32,145
Net investment income (1)		73,933		482,540
Net derivative loss (Note 5)		(561,066)		(55,899)
Net realized investment (losses) gains, excluding impairment
losses on available-for-sale securities		(8,498)		520
Other-than-temporary impairment losses (2)  (Note 5)		-		-
Fee and other income		163,616		125,296
Total revenues		(298,542)		584,602
Benefits and Expenses
Interest credited		79,252		131,882
Interest expense		10,674		13,065
Policyowner benefits		(22,036)		27,096
Amortization of deferred policy acquisition costs, value of
business and customer renewals acquired		(921,466)		430,666
Other operating expenses		85,090		76,554
Total benefits and expenses		(768,486)		679,263
Income before income tax expense		469,944		(94,661)
Income tax expense (benefit)		159,071		(30,266)
Net income (loss)	$	310,873	$	(64,395)

(1) Net investment income includes a (decrease) increase in market value of trading investments of $(65.9) million and $298.8 million for the three-month periods ended September 30, 2011 and 2010, respectively, for securities still held at the reporting date.

(2) No OTTI losses, credit or non-credit, were recorded for the three-month periods ended September 30, 2011 and 2010.

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

4

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 share data)

		Unaudited
ASSETS	September 30, 2011		December 31, 2010
Investments
Available-for-sale fixed maturities (amortized cost of $1,574,535 and $1,422,951 in 2011 and 2010, respectively) (Note 5)	$	1,658,191	$	1,495,923
Trading fixed maturities (amortized cost of $10,649,342 and $11,710,416 in 2011 and 2010, respectively) (Note 4)		10,555,952		11,467,118
Mortgage loans (Note 5)		1,514,439		1,737,528
Derivative instruments – receivable (Note 5)		527,209		198,064
Limited partnerships		39,384		41,622
Real estate		225,324		214,665
Policy loans		608,535		717,408
Other invested assets		29,618		27,456
Short-term investments		137,120		832,739
Cash and cash equivalents		937,346		736,323
Total investments and cash		16,233,118		17,468,846
Accrued investment income		182,963		188,786
Deferred policy acquisition costs and sales inducement asset		2,652,357		1,682,559
Value of business and customer renewals acquired		122,295		134,985
Net deferred tax asset (Note 9)		151,364		394,297
Goodwill (Note 11)		7,299		7,299
Receivable for investments sold		5,616		5,328
Reinsurance receivable		2,250,694		2,347,086
Other assets		140,565		125,529
Separate account assets		26,337,791		26,880,421
Total assets	$	48,084,062	$	49,235,136
LIABILITIES
Contractholder deposit funds and other policy liabilities	$	13,752,978	$	14,593,228
Future contract and policy benefits		872,444		849,514
Payable for investments purchased		19,318		44,827
Accrued expenses and taxes		42,063		52,628
Debt payable to affiliates		683,000		783,000
Reinsurance payable		2,096,011		2,231,835
Derivative instruments – payable (Note 5)		348,734		362,023
Other liabilities		369,592		285,056
Separate account liabilities		26,337,791		26,880,421
Total liabilities		44,521,931		46,082,532
Commitments and contingencies (Note 7)
STOCKHOLDER’S EQUITY
Common stock, $1,000 par value – 10,000 shares authorized; 6,437 shares    issued and outstanding in 2011 and 2010	$	6,437	$	6,437
Additional paid-in capital		3,929,210		3,928,246
Accumulated other comprehensive income		52,444		46,553
Accumulated deficit		(425,960)		(828,632)
Total stockholder’s equity		3,562,131		3,152,604
Total liabilities and stockholder’s equity	$	48,084,062	$	49,235,136

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

5

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
		2011		2010
Net income	$	402,672	$	192,056
Other comprehensive income (loss):
Change in unrealized holding gains on available-for-sale fixed     maturity securities, net of tax (1)		28,004		58,513
Reclassification adjustment for OTTI losses, net of tax (2)		1,111		938
Reclassification adjustments of net realized investment losses into     net income, net of tax (3)		(23,224)		(17,922)
Other comprehensive income		5,891		41,529
Comprehensive income	$	408,563	$	233,585

(1) Net of tax expense of $(15.1) million and $(31.5.) million for the nine-month periods ended September 30, 2011 and 2010, respectively.

(2) Represents an adjustment to OTTI losses due to the sale of other-than-temporarily impaired available-for-sale fixed maturity securities.

(3) Net of tax benefit of $12.5 million and $9.7 million for the nine-month periods ended September 30, 2011 and 2010, respectively.

For the three-month periods ended September 30,

	Unaudited
		2011		2010
Net income (loss)	$	310,873	$	(64,395)
Other comprehensive income (loss):
Change in unrealized holding gains on available-for-sale fixed    maturity securities, net of tax (4)		21,247		50,345
Reclassification adjustment for OTTI losses, net of tax (2)		-		834
Reclassification adjustments of net realized investment losses
into net income, net of tax (5)		(5,062)		(15,539)
Other comprehensive income		16,185		35,640
Comprehensive income (loss)	$	327,058	$	(28,755)

(4)   Net of tax expense of $(11.4) million and $(27.1) million for the nine-month periods ended September 30, 2011 and 2010, respectively.

(5)   Net of tax benefit of $2.7 million and $8.4 million for the nine-month periods ended September 30, 2011 and 2010, respectively.

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

6

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 CHANGES IN STOCKHOLDER’S EQUITY

(in thousands)

For the nine-month periods ended September 30, 2011 and 2010

Unaudited

	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income(1)		Accumulated  Deficit		Total Stockholder’s Equity
Balance at December 31, 2009	$	6,437	$	3,527,677	$	35,244	$	(962,906)	$	2,606,452
Net income		-		-		-		192,056		192,056
Tax benefit from stock options		-		209		-		-		209
Capital contribution from Parent		-		400,000		-		-		400,000
Other comprehensive income		-		-		41,529		-		41,529
Balance at September 30, 2010	$	6,437	$	3,927,886	$	76,773	$	(770,850)	$	3,240,246
Balance at December 31, 2010	$	6,437	$	3,928,246	$	46,553	$	(828,632)	$	3,152,604
Net income		-		-		-		402,672		402,672
Tax benefit from stock options	$	-		964		-		-		964
Other comprehensive income		-		-		5,891		-		5,891
Balance at September 30, 2011	$	6,437	$	3,929,210	$	52,444	$	(425,960)	$	3,562,131

(1) As of September 30, 2011, the total amount of after tax non-credit OTTI losses recorded in the Company’s accumulated other comprehensive income was $6.9 million.

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

7

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
	2011		2010
Cash Flows From Operating Activities:
Net income	$	402,672	$	192,056
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization of premiums on investments		33,850		19,720
Amortization of deferred policy acquisition costs and value of  business and customer renewals acquired		(684,001)		177,434
Depreciation and amortization		8,401		2,396
Net losses on derivatives		639,077		525,706
Net realized gains and OTTI credit losses on available-for-sale investments		(14,505)		(15,974)
Net increase in fair value of trading investments		(144,703)		(748,723)
Net realized losses on trading investments		25,970		32,454
Undistributed (gain) loss on private equity limited partnerships		(5,597)		399
Interest credited to contractholder deposits		263,407		308,693
Deferred federal income taxes		239,761		136,956
Changes in assets and liabilities:
Additions to deferred policy acquisition costs, sales inducement asset, value of business and customer renewals acquired		(263,120)		(191,025)
Accrued investment income		5,823		24,555
Net change in reinsurance receivable/payable		28,110		90,732
Future contract and policy benefits		22,930		41,039
Other, net		77,732		115,574
Net cash provided by operating activities		635,807		711,992
Cash Flows From Investing Activities:
Sales, maturities and repayments of:
Available-for-sale fixed maturity securities		408,519		382,800
Trading fixed maturity securities		2,516,833		3,104,949
Mortgage loans		192,910		119,411
Other invested assets (1)		294,714		(102,786)
Purchases of:
Available-for-sale fixed maturity securities		(523,940)		(675,547)
Trading fixed maturity securities		(1,551,009)		(3,460,100)
Mortgage loans		(5,020)		(29,613)
Real estate		(9,075)		(3,502)
Other invested assets (2)		(48,356)		(47,524)
Net change in policy loans		(2,995)		12,530
Net change in short-term investments		695,619		1,252,268
Net cash provided by investing activities	$	1,968,200	$	552,886

Continued on next page

(1) Includes $278.7 million and $(157.2) million related to settlement of derivative instruments during the nine-month periods ended September 30, 2011 and 2010, respectively.

(2) Includes $(47.3) million and $(46.3) million related to issuance of derivative instruments during the nine-month periods ended September 30, 2011 and 2010, respectively.

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

8

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
	2011		2010
Cash Flows From Financing Activities:
Additions to contractholder deposit funds	$	773,437	$	962,790
Withdrawals from contractholder deposit funds		(3,055,667)		(2,917,432)
Repayment of debt		(100,000)		(100,000)
Capital contribution from Parent		-		400,000
Other, net		(20,754)		(19,767)
Net cash used in financing activities		(2,402,984)		(1,674,409)
Net change in cash and cash equivalents		201,023		(409,531)
Cash and cash equivalents, beginning of period		736,323		1,804,208
Cash and cash equivalents, end of period	$	937,346	$	1,394,677

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

9

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

GENERAL

Sun Life Assurance Company of Canada (U.S.) (the “Company”) is a stock life insurance company incorporated under the laws of Delaware.  The Company is a direct wholly-owned subsidiary of Sun Life of Canada (U.S.) Holdings, Inc. (the “Parent”) which in turn is wholly-owned by Sun Life Financial Inc. (“SLF”), a reporting company under the Securities Exchange Act of 1934.  SLF and its subsidiaries are collectively referred to herein as “Sun Life Financial.”

The Company and its subsidiaries are engaged in the sale of a variety of wealth accumulation products, protection products and institutional investment contracts.  These products include funding agreements, individual and group fixed and variable annuities, individual and group variable life insurance, individual universal life insurance, and group life, group disability, group dental and group stop loss insurance.  These products are distributed through individual insurance agents, financial planners, insurance brokers, and broker-dealers to both the tax qualified and non-tax-qualified markets.  The Company is authorized to transact business in 49 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands.  In addition, the Company’s wholly-owned subsidiary, Sun Life Insurance and Annuity Company of New York (“SLNY”), is authorized to transact business in the State of New York.

BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements are unaudited and 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 nine-month period ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.  These condensed consolidated 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, 2010.

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries.  As of September 30, 2011, the Company directly or indirectly owned all of the outstanding shares of SLNY, a New York life insurance company which issues individual fixed and variable annuity contracts, individual life insurance, group life, group disability, group dental and group stop loss insurance in New York; Independence Life and Annuity Company, a Rhode Island life insurance company that sold variable and whole life insurance products; Clarendon Insurance Agency, Inc., a registered broker-dealer; SLF Private Placement Investment Company I, LLC, 7101 France Avenue Manager, LLC; Sun MetroNorth, LLC; SLNY Private Placement Investment Company I, LLC; and SL Investment DELRE Holdings 2009-1, LLC.

The Company’s condensed consolidated financial statements also include a variable interest entity (“VIE”) in which the Company is required to consolidate.  Refer to Note 5 for further information about VIEs.

All inter-company transactions and balances between the Company and its subsidiaries have been eliminated in consolidation.

On June 30, 2011, the Company dissolved Sun Parkaire Landing LLC which was one of the Company’s special purpose entities established for real estate investment purposes.  As a result of this dissolution, Sun Parkaire Landing LLC’s assets of $19.9 million (including $18.6 million in real estate) and liabilities of $0.1 million at June 30, 2011, were transferred to the Company.  This transfer did not have any impact on the Company’s condensed consolidated financial statements.

10

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS (CONTINUED)

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.  The most significant estimates are those used in determining the fair value of financial instruments, goodwill, deferred policy acquisition costs (“DAC”), including sales inducement asset (“SIA”), value of business acquired (“VOBA”), value of customer renewals acquired (“VOCRA”), liabilities for future contract and policyholder benefits, unearned revenue reserves, accruals, other-than-temporary impairments of investments, allowance for loan loss, valuation allowance on deferred tax assets and provision for income taxes.  Actual results could differ from those estimates.

Out Of Period Adjustments

During the quarter ended September 30, 2011, upon settlement of certain note obligations, the Company recognized $35.4 million of adjustments to contract liabilities that were not previously recorded.  These adjustments should have been recorded during prior years.  Prior periods have not been adjusted as the previously unrecognized amounts were not deemed to be material under Staff Accounting Bulletin (“SAB”) No. 99 “Materiality” and SAB No. 108 “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements.”

Supplemental cash and non-cash information

The Company paid interest of $22.5 million and received income tax refunds of 38.1 million during the nine-month period ended September 30, 2011.

In addition, the Company exchanged $88.7 million of fixed maturity securities and converted $16.0 million of fixed maturity securities to equity securities during the nine-month period ended September 30, 2011.  Equity securities are reported in the Company’s balance sheets as part of other invested assets.  Mortgage foreclosures resulted in a reclassification of $9.0 million from mortgage loans to real estates during the nine-month period ended September 30, 2011.  Refer to Note 6 for details of non-cash adjustments to policy loans during the nine-month period ended September 30, 2011.

SIGNIFICANT ACCOUNTING POLICIES

For a description of the Company’s significant accounting policies, refer to Note 1 to the consolidated financial statements included in Part II, Item 8 of the Company’s annual report on Form 10-K for year ended December 31, 2010, which should be read in conjunction with the accompanying condensed consolidated financial statements.

11

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS (CONTINUED)

ACCOUNTING PRONOUNCEMENTS

New and Adopted Accounting Pronouncements

In April 2011, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring,” which clarifies when a loan modification or restructuring is considered a troubled debt restructuring (“TDR”).  In evaluating whether a restructuring constitutes a TDR a creditor must use judgment to determine whether the following exist:

1. The borrower is experiencing financial difficulties, and

2. The lender has granted a concession to the borrower.

ASU 2011-02 amends Accounting Standard Codification (“ASC”) Topic 310 to include financial difficulty indicators (such as debtor default, debtor bankruptcy or concerns about the future as a going concern) that the lender should consider in determining whether a borrower is experiencing financial difficulties.  The amendments also clarify that a borrower could be experiencing financial difficulties even though the borrower is not currently in payment default but default is probable in the foreseeable future.

ASU 2011-02 provides guidance on whether the lender has granted a concession to the borrower and notes that:

· A borrower’s inability to access funds at a market rate for a new loan with similar risk characteristics as the modified loan indicates that the modification was executed at a below-market rate and therefore may indicate that a concession was granted.

· A temporary or permanent increase in the contractual interest rate as a result of restructuring does not preclude the restructuring from being considered a concession because the rate may still be below market.

· A restructuring that results in an insignificant delay in contractual cash flow is not considered to be a concession.

The amendments in ASU 2011-02 are effective for the first interim or annual period beginning on or after June 15, 2011.  These amendments are to be applied retrospectively to modifications occurring on or after the beginning of the annual period of adoption.  The Company adopted ASU 2011-2 on July 1, 2011 and the TDR disclosure requirements are included in Note 5 of these condensed consolidated financial statements.

In December 2010, the FASB issued ASU 2010-28, “Intangibles–Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (a consensus of the FASB Emerging Issues Task Force).”  The amendments of ASU 2010-28 require reporting units with zero or negative carrying amounts to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists and to consider adverse qualitative factors when performing the impairment test.  The amendments in ASU 2010-28 are effective for interim periods and fiscal years beginning after December 15, 2010.  Early adoption is not permitted.  The Company adopted ASU 2010-28 on January 1, 2011 and the adoption did not have a significant impact on the Company’s condensed consolidated financial statements.

In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations (a consensus of the FASB Emerging Issues Task Force).”  The amendments in ASU 2010-29 provide guidance to clarify the acquisition date that should be used for reporting the pro forma financial information disclosures when comparative financial statements are presented.  ASU 2010-29 requires a public entity that presents comparative financial statements to disclose revenue and earnings of the combined entity as if the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period.  The amendments also require the supplemental pro forma disclosure to include a description of the nature and amount of material, nonrecurring pro forma adjustments that are directly related to the business combination.  The amendments in ASU 2010-29 are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010.  The Company adopted ASU 2010-29 on January 1, 2011 and will apply this guidance to future business combinations.

12

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS (CONTINUED)

ACCOUNTING PRONOUNCEMENTS (CONTINUED)

New and Adopted Accounting Pronouncements (continued)

In April 2010, the FASB issued ASU 2010-15, “Financial Services–Insurance (Topic 944): How Investments Held through Separate Accounts Affect an Insurer’s Consolidation Analysis of Those Investments–a consensus of the FASB Emerging Issues Task Force,” to provide guidance regarding accounting for investment funds determined to be VIE’s.  Under this guidance, an insurance entity would not be required to consolidate a voting-interest investment fund when it holds the majority of the voting interests of the fund through its separate accounts.  In addition, an insurance entity would not consider the interests held through separate accounts for the benefit of policyholders in the insurer’s evaluation of its controlling interest in a VIE, unless the separate account contract holder is a related party.  The guidance is effective, on a retrospective basis, for fiscal years and interim periods within those fiscal years, beginning after December 15, 2010.  The Company adopted ASU 2010-15 on January 1, 2011 and the adoption did not have a significant impact on the Company’s condensed consolidated financial statements.

Refer to Note 1 of the consolidated financial statements included in Part II, Item 8 of the Company’s annual report on Form 10-K for the year ended December 31, 2010 for other accounting pronouncements that the Company adopted during the year ended December 31, 2010.

Accounting Standards Not Yet Adopted

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income,” which revises the manner in which entities present comprehensive income in their financial statements. The amendments in ASU 2011-05 require entities to present components of comprehensive income in either a single continuous statement of comprehensive income or in two separate but consecutive statements.  Under the two-statement approach, the first statement or statement of net income must present total net income and its components followed consecutively by the statement of comprehensive income which should include total other comprehensive income and its components.  Under either method, entities must display adjustments for items that are classified from other comprehensive income to net income in both statements of net income and comprehensive income.

ASU 2011-05 does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments in ASU 2011-05 are effective, on a retrospective basis, for fiscal years and interim periods within those fiscal years beginning after December 15, 2011.  The Company will adopt ASU 2011-05 on March 31, 2012 and does not expect the requirements of this ASU to significantly impact the Company’s condensed consolidated financial statements.

In October 2010, the FASB issued ASU 2010-26 “Financial Services–Insurance (Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts (a consensus of the FASB Emerging Issues Task Force),” which amends FASB ASC Topic 944 to modify the definition of the types of costs incurred by insurance entities that can be capitalized in the acquisition of new and renewal contracts.  The amendments specify that only incremental costs of successful contract acquisition that result directly from and are essential to the contract transactions can be capitalized as deferred acquisition costs.  The incremental direct costs are those costs that would not have been incurred by the insurance entity if the contract transactions did not occur.  The amendments in ASU 2010-26 are effective for interim periods and fiscal years beginning after December 15, 2011.  The Company intends to adopt ASU 2010-26 prospectively on January 1, 2012.

13

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2. SIGNIFICANT TRANSACTIONS WITH AFFILIATES

The Company has significant transactions with affiliates.  Management believes inter-company revenues and expenses are calculated on a reasonable basis.  However, these amounts may not necessarily be indicative of the costs that would be incurred if the Company operated on a stand-alone basis and these transactions were with unrelated parties.  Below is a summary of transactions with non-consolidated affiliates.

Related Party Reinsurance Transactions

As more fully described in Note 6 to the Company’s condensed consolidated financial statement, the Company and its subsidiary, SLNY, are party to several reinsurance transactions with Sun Life Assurance Company of Canada (“SLOC”) and other affiliates.  Reinsurance premiums with related parties are based on market rates.

Capital Transactions

The Company did not receive any capital contribution from the Parent during the nine-month period ended September 30, 2011.  During the year ended December 31, 2010, the Company received capital contribution totaling $400.0 million from the Parent.  The cash contributions were recorded as additional paid-in capital and were made to ensure the Company continues to exceed certain capital requirements prescribed by the National Association of Insurance Commissioners (the “NAIC”).  The NAIC has established regulations that provide minimum capitalization requirements based on risk-based capital formulas for life insurance companies.  The risk-based capital formulas for life insurance companies establish capital requirements relating to insurance, business, asset and interest rate risks, including equity, interest rate and expense recovery risks associated with variable annuities that contain death benefits or certain living benefits.

The Company did not declare or pay any dividends during the nine-month period ended September 30, 2011 or during the year ended December 31, 2010.

Debt Transactions

At September 30, 2011 and December 31, 2010, the Company had $18.0 million in promissory notes that was initially issued to Sun Life (Hungary) Group Financing Limited Company (“Sun Life (Hungary) LLC”), an affiliate, for which the Company pays interest semi-annually.  On June 2, 2011, Sun Life (Hungary) LLC sold the $18.0 million promissory note to SLOC.  With the exception of the change in lender, this transaction did not have any impact on the terms of the promissory note.  Effective June 2, 2011, the Company began paying the related interest to SLOC.  Related to these promissory notes, the Company incurred interest expense of $0.3 million and $0.8 million for each of the three and nine-month periods ended September 30, 2011 and 2010, respectively.

At September 30, 2011 and December 31, 2010, the Company had $565.0 million of surplus notes issued to Sun Life Financial (U.S.) Finance, Inc, an affiliate.  The Company expensed $10.6 million and $31.9 million for interest on these surplus notes for each of the three and nine-month periods ended September 30, 2011 and 2010, respectively.

14

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2. SIGNIFICANT TRANSACTIONS WITH AFFILIATES (CONTINUED)

Institutional Investments Contracts

On September 12, 2006, the Company issued two floating rate funding agreements totaling $900.0 million to Sun Life Financial Global Funding III, L.L.C. (“LLC III”), an affiliate, which will mature on October 6, 2013.  On April 7, 2008, the Company issued an additional floating rate funding agreement totaling $5.8 million to LLC III. Total interest credited for the funding agreements was $1.3 million and $4.3 million for the three and nine-month periods ended September 30, 2011, respectively, and $2.0 million and $4.7 million for the three and nine-month periods ended September 30, 2010, respectively.  The Company also issued a $100.0 million floating rate demand note payable to LLC III on September 19, 2006.  The Company expensed $0.2 million and $0.5 million for the three and nine-month periods ended September 30, 2011 and 2010, respectively, for interest on this demand note.

The Company has an interest rate swap agreement with LLC III with an aggregate notional amount of $900.0 million that effectively converts the floating rate payment obligations under the funding agreements to fixed rate obligations.

On May 17, 2006, the Company issued a floating rate funding agreement of $900.0 million to Sun Life Financial Global Funding II, L.L.C. (“LLC II”), an affiliate.  On April 7, 2008, the Company issued an additional floating rate funding agreement totaling $7.5 million to LLC II.  On July 1 and July 19, 2011, the Company paid $901.3 million and $7.5 million, respectively, to LLC II due to the maturity of the funding agreements that the Company issued to LLC II.  The payments included $1.3 million in accrued interest.  Total interest credited for these funding agreements was $0.1 million and $2.6 million for the three and nine-month periods ended September 30, 2011, respectively, and $1.8 million and $4.2 million for the three and nine-month periods ended September 30, 2010, respectively.

The Company also issued a $100.0 million floating rate demand note payable to LLC II on May 24, 2006.  On July 19, 2011, the Company paid off the $100.0 million demand note that was due to LLC II.  The Company expensed $0.3 million for the three and nine-month periods ended September 30, 2011, respectively, and $0.2 million and $0.5 million for the three and nine-month periods ended September 30, 2010, respectively, for interest on this demand note.

The Company also had an interest rate swap agreement with LLC II with an aggregate notional amount of $900.0 million that effectively converted the floating rate payment obligations under the funding agreements to fixed rate obligations.  This interest swap agreement expired on July 6, 2011 due to the maturity of the underlying floating rate funding agreement with LLC II.

On July 1 and July 8, 2010, the Company paid $900.0 million and $10.0 million, respectively, to LLC due to the maturity of the funding agreements.  Total interest credited for these funding agreements was $0.1 million and $2.9 million for the three and nine-month periods ended September 30, 2010.  On August 6, 2010, the Company paid $100.1 million to LLC including $0.1 million in interest due to settle a $100.0 million floating rate demand note payable to LLC.  The Company expensed $0.1 million and $0.5 million for the three and nine-month periods ended September 30, 2010 for interest on this demand note.  The related $900.0 million interest rate swap agreement expired on July 6, 2010 due to the maturity of the underlying floating rate funding agreements with LLC.

The account values related to the funding agreements issued to LLC III and LLC II are reported in the Company’s condensed consolidated balance sheets as a component of contractholder deposit funds and other policy liabilities.

15

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2. SIGNIFICANT TRANSACTIONS WITH AFFILIATES (CONTINUED)

Administrative Service Agreements, Rent and Other

Effective December 31, 2009, the Company transferred all of its employees to an affiliate, Sun Life Financial (U.S.) Services Company, Inc. (“Sun Life Services”), with the exception of 28 employees who were transferred to Sun Life Financial Distributors, Inc. (“SLFD”), another affiliate.  The tax benefits associated with SLF stock options that had been granted to employees of the Company prior to the employee transfer, is recognized by the Company in the stockholder’s equity when these benefits vest.  Neither Sun Life Services nor SLFD are included in the accompanying condensed consolidated financial statements.  Concurrent with this transaction, Sun Life Services assumed the sponsorship of the Company’s retirement plans.  As a result of this transaction, the Company transferred to Sun Life Services all employee-benefits related assets and liabilities, the associated deferred tax asset, and certain property, equipment and software.  For more details on these transactions, see Note 3 of the consolidated financial statements included in Part II, Item 8 of the Company’s annual report on Form 10-K for the year ended December 31, 2010.

The transfer of fixed assets from the Company to Sun Life Services discussed above, along with the administrative service agreement, resulted in a sale-leaseback transaction.  The Company recorded a deposit liability for $17.1 million which represents the cost of certain of the assets transferred.  The Company will amortize the liability over the remaining useful life of the assets that have been sold, which is estimated to be seven years.  As of September 30, 2011, the remaining deposit liability was $12.1 million.

Pursuant to an administrative services agreement between the Company and Sun Life Services, Sun Life Services provides human resources services (e.g., recruiting and maintaining appropriately trained and qualified personnel and equipment necessary for the performance of actuarial, financial, legal, administrative, and other operational support functions) to the Company.  The Company reimburses Sun Life Services for the cost of such services, plus, with respect to certain of those services, pays an arms-length based profit margin agreed upon by the parties.  Total payments under this agreement were $29.5 million and $90.0 million for the three and nine-month periods ended September 30, 2011, respectively, and $32.2 million and $88.0 million for the three and nine-month periods ended September 30, 2010, respectively.

The Company also participated in pension and other retirement plans sponsored by Sun Life Services.  The cost of these benefits to the Company were allocated and charged to the Company in a manner consistent with the allocation of employee compensation expenses and the number of participants.  For the three and nine-month periods ended September 30, 2011, expenses of $1.4 million and $4.2 million, respectively, were allocated to the Company by Sun Life Services for the pension and other benefits plans.  For the three and nine-month periods ended September 30, 2010, expenses of $1.9 million and $5.7 million, respectively, were allocated for the pension and other benefits plans.

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 an affiliate, Massachusetts Financial Services Company (“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 were approximately $3.1 million and $9.7 million for each of the three and nine-month periods ended September 30, 2011, respectively, and $3.2 million and $9.7 million for the three and nine-month periods ended September 30, 2010, respectively.

The Company has an administrative services agreement with Sun Capital Advisers LLC (“SCA”), an affiliate and registered investment adviser, under which the Company provides administrative services with respect to certain open-end management investment companies for which SCA serves as the investment adviser, and which are offered to certain of the Company’s separate accounts established in connection with the variable contracts issued by the Company.  Amounts received under this agreement amounted to approximately $4.2 million and $12.4 million for the three and nine-month periods ended September 30, 2011, respectively, and $3.3 million and $9.2 million for the three and nine-month periods ended September 30, 2010.  The Company also paid $5.1 million and $15.7 million for the three and nine-month periods ended September 30, 2011, respectively, and $5.3 million and $15.8 million during the three and nine-month periods ended September 30, 2010, respectively, in investment management services fees to SCA.

16

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2. SIGNIFICANT TRANSACTIONS WITH AFFILIATES (CONTINUED)

Administrative service agreements, rent and other (continued)

The Company paid distribution fees to SLFD of $9.0 million and $29.7 million during the three and nine-month periods ended September 30, 2011, respectively, and $10.1 million and $31.8 million during the three and nine-month periods ended September 30, 2010, respectively.

The Company has an administrative services agreement with Sun Life Information Services Canada, Inc. (“SLISC”), an affiliate, under which SLISC provides administrative and support services to the Company in connection with the Company’s insurance and annuity business.  Expenses under this agreement were $4.6 million and $14.3 million for the three and nine-month periods ended September 30, 2011, respectively, and $4.3 million and $13.4 million for the three and nine-month periods ended September 30, 2010, respectively.

The Company has a service agreement with Sun Life Information Services Ireland Limited (“SLISIL”), under which SLISIL provides various insurance related and information systems services to the Company.  Expenses under this agreement amounted to approximately $5.7 million and $17.3 million for the three and nine-month periods ended September 30, 2011, respectively, and $6.0 million and $17.4 million for the three and nine-month periods ended September 30, 2010.

The Company leases office space to SLOC under lease agreements with terms expiring on December 31, 2014 and options to extend the terms for each of twelve successive five-year terms at fair market rental value, not to exceed 125% of the fixed rent for the term which is then ending.  Rent received by the Company under the leases amounted to $3.0 million and $9.1 million for each of the three and nine-month periods ended September 30, 2011 and 2010, respectively.  Rental income is reported as a component of net investment income on the Company’s condensed consolidated statements of operations.

17

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3. SEGMENT INFORMATION

As described below, the Company conducts business primarily 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 related activities.  Each segment is defined consistently with the way results are evaluated by the chief operating decision-maker.

Net investment income is allocated based on segmented assets, including allocated capital, by line of business.  Allocations of operating expenses among segments are made using both standard rates and actual expenses incurred.  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.

Wealth Management

The Wealth Management segment markets, sells and administers funding agreements, 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 and equity index options and may be denominated in foreign currencies.  The Company uses derivative instruments to manage the risks inherent in the contract options.  Additionally, the Company consolidates certain VIE as a component of the Wealth Management segment.  Refer to Note 5 for details about the VIE that is consolidated in the Company’s condensed consolidated financial statements.

Individual Protection

The Individual Protection segment markets, sells 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 insurance products.

Group Protection

The Group Protection segment markets, sells and administers group life, group long-term disability, group short-term disability, group dental and group stop loss insurance products to small and mid-size employers in the State of New York through the Company’s subsidiary, SLNY.

Corporate

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

18

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3. SEGMENT INFORMATION (CONTINUED)

The following amounts pertain to the Company’s four segments (in 000’s):

	Nine-month period ended September 30, 2011
	Wealth		Individual		Group
	Management		Protection		Protection		Corporate		Totals
Total revenues	$	360,088	$	64,688	$	94,565	$	9,571	$	528,912
Total benefits and expenses		(231,665)		73,969		82,818		6,298		(68,580)
Income (loss) before income    tax expense (benefit)		591,753		(9,281)		11,747		3,273		597,492
Net income (loss)	$	398,839	$	(5,863)	$	7,656	$	2,040	$	402,672

	Nine-month period ended September 30, 2010
	Wealth		Individual		Group
	Management		Protection		Protection		Corporate		Totals
Total revenues	$	1,080,834	$	43,035	$	96,555	$	(31,616)	$	1,188,808
Total benefits and expenses		760,992		38,563		90,982		15,127		905,664
Income (loss) before income    tax expense (benefit)		319,842		4,472		5,573		(46,743)		283,144
Net income (loss)	$	221,310	$	3,026	$	3,632	$	(35,912)	$	192,056

		Three-month period ended September 30, 2011
		Wealth		Individual		Group
		Management		Protection		Protection		Corporate		Totals
Total revenues	$	(354,811)	$	27,712	$	31,689	$	(3,132)	$	(298,542)
Total benefits and expenses		(821,626)		29,273		24,393		(526)		(768,486)
Income (loss) before income    tax expense (benefit)		466,815		(1,561)		7,296		(2,606)		469,944
Net income (loss)	$	308,162	$	(962)	$	4,747	$	(1,074)	$	310,873

		Three-month period ended September 30, 2010
		Wealth		Individual		Group
		Management		Protection		Protection		Corporate		Totals
Total revenues	$	535,357	$	15,364	$	31,979	$	1,902	$	584,602
Total benefits and expenses		634,805		12,255		28,990		3,213		679,263
(Loss) income before income    tax (benefit) expense		(99,448)		3,109		2,989		(1,311)		(94,661)
Net (loss) income	$	(61,348)	$	2,055	$	1,950	$	(7,052)	$	(64,395)

19

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  In determining fair value, the Company uses various methods including market, income and cost approaches.  The Company utilizes valuation techniques that maximize the use of observable inputs and minimizes the use of unobservable inputs.

The Company has categorized its financial instruments that are carried at fair value into a three-level hierarchy based on the priority of the inputs to the valuation technique.  The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).  If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument.

On April 1, 2009, the FASB issued additional guidance on estimating fair value when the volume and level of activity for the asset or liability have significantly decreased, as well as guidance on identifying circumstances which indicate that a transaction is not orderly.  The Company reviewed its pricing sources and methodologies and has concluded that its various pricing sources and methodologies are in compliance with this guidance.  During the nine-month period ended September 30, 2011, there were no changes to these valuation techniques and the related inputs.

Fair Value Hierarchy

Financial assets and liabilities recorded at fair value in the Company’s unaudited condensed consolidated balance sheets are categorized as follows:

Level 1

· Unadjusted quoted prices for identical assets or liabilities in an active market.

The types of assets and liabilities utilizing Level 1 valuations include U.S. Treasury and agency securities, investments in publicly-traded mutual funds with quoted market prices and listed derivatives.

Level 2

· Quoted prices in markets that are not active or significant inputs that are observable either directly or indirectly.

Level 2 inputs include the following:

a) Quoted prices for similar assets or liabilities in active markets,

b) Quoted prices for identical or similar assets or liabilities in non-active markets,

c) Inputs other than quoted market prices that are observable, and

d) Inputs that are derived principally from or corroborated by observable market data through correlation or other means.

The types of assets and liabilities utilizing Level 2 valuations generally include U.S. Government securities not backed by the full faith and credit of the Government, municipal bonds, structured notes and certain asset-backed securities (“ABS”), including collateralized debt obligations, residential mortgage-backed securities (“RMBS”), commercial mortgage-backed securities (“CMBS”), certain corporate debt, certain private equity investments and certain derivatives, including certain derivatives embedded in reinsurance contracts.

Level 3

· Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.  They reflect management's assumptions about what a market participant would use in pricing the asset or liability.

Generally, the types of assets and liabilities utilizing Level 3 valuations are certain ABS, RMBS, and CMBS, certain corporate debt, certain private equity investments, certain mutual fund holdings and certain derivatives, including certain derivatives embedded in reinsurance and annuity contracts and certain funding agreements.

20

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value Hierarchy (continued)

The following table presents the Company's categories for its assets measured at fair value on a recurring basis as of September 30, 2011 (in 000’s):

	Level 1		Level 2		Level 3		Total
Assets
Available-for-sale fixed maturity securities:
Asset-backed securities	$	-	$	55	$	1	$	56
Residential mortgage-backed securities		-		28,528		-		28,528
Commercial mortgage-backed securities		-		12,247		2,144		14,391
Foreign government & agency securities		-		-		-		-
U.S. states and political subdivision securities		-		221		-		221
U.S. treasury and agency securities		508,850		-		-		508,850
Corporate securities		-		1,099,401		6,744		1,106,145
Total available-for-sale fixed maturity securities		508,850		1,140,452		8,889		1,658,191
Trading fixed maturity securities:
Asset-backed securities		-		257,103		81,751		338,854
Residential mortgage-backed securities		-		645,259		126,579		771,838
Commercial mortgage-backed securities		-		651,319		61,554		712,873
Foreign government & agency securities		-		116,115		-		116,115
U.S. states and political subdivision securities		-		514		-		514
U.S. treasury and agency securities		329,978		7,100		560		337,638
Corporate securities		-		8,201,357		76,763		8,278,120
Total trading fixed maturity securities		329,978		9,878,767		347,207		10,555,952
Derivative instruments – receivable:
Interest rate contracts		-		381,316		-		381,316
Foreign currency contracts		-		2,249		-		2,249
Equity contracts		50,859		11,804		1,270		63,933
Futures contracts		79,711		-		-		79,711
Total derivative instruments - receivable		130,570		395,369		1,270		527,209
Other invested assets (3)		2,194		22,666		1,978		26,838
Short-term investments		137,120		-		-		137,120
Cash and cash equivalents		937,346		-		-		937,346
Total investments and cash		2,046,058		11,437,254		359,344		13,842,656
Separate account assets:
Mutual fund investments		21,536,816		-		-		21,536,816
Equity investments		150,661		8,033		49		158,743
Fixed income investments		425,478		6,018,554		65,118		6,509,150
Alternative investments		9,253		65,046		371,481		445,780
Other investments		(5,066)		-		-		(5,066)
Total separate account assets (1) (2)		22,117,142		6,091,633		436,648		28,645,423
Total assets measured at fair value on a recurring basis	$	24,163,200	$	17,528,887	$	795,992	$	42,488,079

(1) Pursuant to the conditions set forth in FASB ASC Topic 944,”Financial Services–Insurance,” the value of separate account liabilities is set to equal the fair value of the separate account assets.

(2) Excludes $2,307.6 million, primarily related to investment purchases payable, net of investment sales receivable, that are not subject to FASB ASC Topic 820, “Fair Value Measurement.”

(3)   Excludes $2.8 million of other invested assets that are not subject to FASB ASC Topic 820.

21

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value Hierarchy (continued)

The following table presents the Company's categories for its liabilities measured at fair value on a recurring basis as of September 30, 2011 (in 000’s):

	Level 1		Level 2		Level 3		Total
Liabilities
Other policy liabilities:
Guaranteed minimum withdrawal benefit liability (1)	$	-	$	-	$	1,006,418	$	1,006,418
Guaranteed minimum accumulation benefit liability (1)		-		-		222,881		222,881
Derivatives embedded in reinsurance contracts (1)		-		92,762		1,270		94,032
Fixed index annuities (1)		-		-		105,885		105,885
Total other policy liabilities		-		92,762		1,336,454		1,429,216
Derivative instruments - payable:
Interest rate contracts		-		317,501		-		317,501
Foreign currency contracts		-		2,031		-		2,031
Equity contracts		-		-		-		-
Credit contracts		-		-		26,748		26,748
Futures contracts		2,454		-		-		2,454
Total derivative instruments – payable		2,454		319,532		26,748		348,734
Other liabilities:
Bank overdrafts		39,509		-		-		39,509
Total liabilities measured at fair value on a recurring basis	$	41,963	$	412,294	$	1,363,202	$	1,817,459

(1)The balances are included within the contractholder deposits funds and other policy liabilities in the Company’s condensed consolidated balance sheet.

22

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value Hierarchy (continued)

The following table presents the Company’s categories for its assets measured at fair value on a recurring basis as of December 31, 2010 (in 000’s):

	Level 1		Level 2		Level 3		Total
Assets
Available-for-sale fixed maturity securities:
Asset-backed securities	$	-	$	704	$	11	$	715
Residential mortgage-backed securities		-		34,614		-		34,614
Commercial mortgage-backed securities		-		13,003		2,047		15,050
Foreign government & agency securities		-		563		-		563
U.S. states and political subdivision securties		-		214		-		214
U.S. treasury and agency securities		375,233		-		-		375,233
Corporate securities		-		1,068,399		1,135		1,069,534
Total available-for-sale fixed maturity securities		375,233		1,117,497		3,193		1,495,923
Trading fixed maturity securities:
Asset-backed securities		-		321,129		90,851		411,980
Residential mortgage-backed securities		-		834,074		88,719		922,793
Commercial mortgage-backed securities		-		737,024		82,171		819,195
Foreign government & agency securities		-		116,986		13,790		130,776
U.S. states and political subdivision securities		-		613		-		613
U.S. treasury and agency securities		737,936		8,582		1,101		747,619
Corporate securities		-		8,301,586		132,556		8,434,142
Total trading fixed maturity securities		737,936		10,319,994		409,188		11,467,118
Derivative instruments receivable:
Interest rate contracts		-		97,060		-		97,060
Foreign currency contracts		-		32,504		-		32,504
Equity contracts		14,873		30,739		13,785		59,397
Futures contracts		9,103		-		-		9,103
Total derivative instruments - receivable		23,976		160,303		13,785		198,064
Other invested assets		2,890		11,120		8,343		22,353
Short-term investments		832,739		-		-		832,739
Cash and cash equivalents		736,323		-		-		736,323
Total investments and cash		2,709,097		11,608,914		434,509		14,752,520
Separate account assets:
Mutual fund investments		21,892,209		30,517		-		21,922,726
Equity investments		188,216		277		-		188,493
Fixed income investments		317,713		5,812,900		56,323		6,186,936
Alternative investments		24,094		78,164		293,254		395,512
Other investments		900		-		-		900
Total separate account assets (1) (2)		22,423,132		5,921,858		349,577		28,694,567
Total assets measured at fair value on a recurring basis	$	25,132,229	$	17,530,772	$	784,086	$	43,447,087

(1)  Pursuant to the conditions set forth in FASB ASC Topic 944, the value of separate account liabilities is set to equal the fair value of the separate account assets.

(2)Excludes $1,814.1 million, primarily related to investment purchases payable, net of investment sales receivable, that are not subject to FASB ASC Topic 820.

(3)Excludes $5.1 million of other invested assets that are not subject to FASB ASC Topic 820.

.

23

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value Hierarchy (continued)

The following table presents the Company's categories for its liabilities measured at fair value on a recurring basis as of December 31, 2010 (000’s):

	Level 1		Level 2		Level 3		Total
Liabilities
Other policy liabilities:
Guaranteed minimum withdrawal benefit liability	$	-	$	-	$	2,245	$	2,245
Guaranteed minimum accumulation benefit liability		-		-		49		49
Derivatives embedded in reinsurance contracts		-		41,272		-		41,272
Fixed index annuities		-		-		131,608		131,608
Total other policy liabilities		-		41,272		133,902		175,174
Derivative instruments - payable:
Interest rate contracts		-		329,214		-		329,214
Foreign currency contracts		-		3,878		-		3,878
Credit contracts		-		-		27,341		27,341
Futures contracts		1,590		-		-		1,590
Total derivative instruments - payable		1,590		333,092		27,341		362,023
Other liabilities:
Bank overdrafts		61,227		-		-		61,227
Total liabilities measured at fair value on a recurring basis	$	62,817	$	374,364	$	161,243	$	598,424

24

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value Hierarchy (continued)

The methods and assumptions that the Company uses in determining the estimated fair value of its financial instruments that are measured at fair value on a recurring basis are summarized below:

Fixed maturity securities:  The Company determines the fair value of its publicly traded fixed maturity securities using three primary pricing methods: third-party pricing services, non-binding broker quotes and pricing models.  Prices are first sought from third-party pricing services; the remaining unpriced securities are priced using one of the remaining two methods.  Third-party pricing services derive the security prices through recently reported trades for identical or similar securities with adjustments for trading volumes and market observable information through the reporting date.  In the event that there are no recent market trades, pricing services and brokers may use pricing models to develop a security price based on future expected cash flows discounted at an estimated market rate using collateral performance and vintages.  The Company generally does not adjust quotes or prices obtained from brokers or pricing services.

Structured securities, such as ABS, RMBS and CMBS, are priced using third-party pricing services, a fair value model or independent broker quotations.  ABS and RMBS are priced using models and independent broker quotations.  CMBS securities are priced using the last sale price of the day or a broker quote, if no sales were transacted that day.  Typical inputs used by these three pricing methods include, but are not limited to, reported trades, benchmark yields, issuer spreads, bids and/or estimated cash flows and prepayment speeds.  In addition, estimates of expected future prepayments are factors in determining the price of ABS, RMBS and CMBS.  These estimates are based on the underlying collateral and structure of the security, as well as prepayment speeds previously experienced in the market at interest rate levels projected for the underlying collateral.  Actual prepayment experience may vary from these estimates.

For privately-placed fixed maturity securities, fair values are estimated using models which take into account credit spreads for publicly traded securities of similar credit risk, maturity, prepayment and liquidity characteristics.  A portion of privately-placed fixed maturity securities are also priced using market prices or broker quotes.

Derivative instruments - receivables and payables:  The fair values of swaps are based on current settlement values, dealer quotes and market prices.  Fair values for options and futures are also based on dealer quotes and market prices.  The Company uses credit valuation adjustments (“CVAs”) to properly reflect the component of fair value of certain derivative instruments that arise from default risk.  CVAs are based on a methodology that primarily uses published credit default swap spreads as a key input in determining an implied level of expected loss over the total life of the derivative contract.  When this information is not available, the Company also may utilize credit spreads implied from published bond yields, or published cumulative default experience data adjusted for current trends. CVAs may be calculated based on the credit risk of counterparties for asset positions or the Company's own credit risk for liability positions. The CVAs also take into account contractual factors designed to reduce the Company’s credit exposure to each counterparty, such as collateral and legal rights of offset.

Other invested assets:  This financial instrument primarily consists of equity securities.  The fair value of the Company’s equity securities is first based on quoted market prices.  Similar to fixed maturity securities, the Company uses pricing services and broker quotes to price the equity securities for which the quoted market price is not available.

Cash, cash equivalents and short-term investments:  The carrying value for cash, cash equivalents and short-term investments approximates fair value due to the short-term nature and liquidity of the balances.

Separate accounts, assets and liabilities:  The estimated fair value of assets held in separate accounts is based on quoted market prices.  The fair value of liabilities related to separate accounts is the amount payable on demand, which excludes surrender charges.

25

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value Hierarchy (continued)

Other policy liabilities:  The fair values of S&P 500 Index and other equity-linked embedded derivatives are produced using standard derivative valuation techniques.  Guaranteed minimum accumulation benefit (“GMAB”) or guaranteed minimum withdrawal benefit (“GMWB”) are considered to be derivatives under FASB ASC Topic 815, “Derivatives and Hedging,” and are included in contractholder deposit funds and other policy liabilities in the Company’s unaudited condensed consolidated balance sheets.  Consistent with the provisions of FASB ASC Topic 820, the Company incorporates risk margins and the Company’s own credit standing, as well as changes in assumptions regarding policyholder behavior, in the calculation of the fair value of embedded derivatives.

Other liabilities:  This financial instrument consists of issued checks and transmitted wires that have not been cashed and processed in the Company’s bank accounts as of the end of the reporting period.  Similar to cash, the carrying value for other liabilities approximates fair value due to the liquidity of the balance.

26

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value Hierarchy (continued)

The following table shows a reconciliation of the beginning and ending balances for assets which are categorized as

Level 3 for the nine-month period ended September 30, 2011 (in 000’s):

			Total realized and unrealized     gains (losses)
Assets	Beginning balance		Included in earnings		Included in OCI		Purchases		Sales		Settlements		Transfers into level 3		Transfers out of level 3		Ending balance		Change in unrealized gains (losses) (2)
Available-for-sale fixed maturity  securities:
Asset-backed	$	11	$	(16)	$	6	$	-	$	-	$	-	$	-	$	-	$	1	$	-
Residential mortgage-backed		-		-		-		-		-		-		-		-		-		-
Commercial mortgage-backed securities		2,047		(302)		399		-		-		-		-		-		2,144		-
Foreign government & agency securities		-		-		-		-		-		-		-		-		-		-
U.S. states and political subdivisions securities		-		-		-		-		-		-		-		-		-		-
U.S. treasury and agency		-		-		-		-		-		-		-		-		-		-
Corporate securities		1,135		18		97		6,102		-		-		-		(608)		6,744		-
Total available-for-sale fixed maturity securities		3,193		(300)		502		6,102		-		-		-		(608)		8,889		-
Trading fixed maturity securities:
Asset-backed		90,851		760		-		-		-		(3,636)		14,654		(20,878)		81,751		512
Residential mortgage-backed		88,719		6,025		-		304		(275)		(26,559)		97,000		(38,635)		126,579		15,737
Commercial mortgage-backed securities		82,171		620		-		-		-		(19,679)		-		(1,558)		61,554		1,658
Foreign government & agency securities		13,790		-		-		-		-		-		-		(13,790)		-		-
U.S. states and political subdivisions securities		-		-		-		-		-		-		-		-		-		-
U.S. treasury and agency		1,101		-		-		560		-		-		-		(1,101)		560		-
Corporate securities		132,556		6,488		-		8,053		(5,088)		(7,794)		17,345		(74,797)		76,763		4,566
Total trading fixed maturity securities		409,188		13,893		-		8,917		(5,363)		(57,668)		128,999		(150,759)		347,207		22,473
Derivative instruments – receivable:
Interest rate contracts		-		-		-		-		-		-		-		-		-		-
Foreign currency contracts		-		-		-		-		-		-		-		-		-		-
Equity contracts		13,785		(2,775)		-		1,269		-		(11,009)		-		-		1,270		(2,775)
Futures contracts		-		-		-		-		-		-		-		-		-		-
Total derivative instruments– receivable		13,785		(2,775)		-		1,269		-		(11,009)		-		-		1,270		(2,775)
Other invested assets		8,343		285		-		1,000		-		-		-		(7,650)		1,978		284
Total investments and cash		434,509		11,103		502		17,288		(5,363)		(68,677)		128,999		(159,017)		359,344		19,982
Separate account assets:
Mutual fund investments		-		-		-		-		-		-		-		-		-		-
Equity investments		-		-		-		-		-		-		49		-		49		-
Fixed income investments		56,323		115		-		129,484		(110,779)		(12,061)		35,740		(33,704)		65,118		(816)
Alternative investments		293,254		7,424		-		193,725		(120,082)		(6,040)		3,200		-		371,481		5,864
Other investments		-		-		-		-		-		-		-		-		-		-
Total separate account assets (1)		349,577		7,539		-		323,209		(230,861)		(18,101)		38,989		(33,704)		436,648		5,048
Total assets measured at fair value on a recurring basis	$	784,086	$	18,642	$	502	$	340,497	$	(236,224)	$	(86,778)	$	167,988	$	(192,721)	$	795,992	$	25,030

1) The gains and losses included in net income for separate account assets are offset by an equal amount for separate account liabilities which results in a net zero impact on net income for the Company.

(2) Included in earnings relating to instruments still held at the reporting date.

27

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value Hierarchy (continued)

The following table shows a reconciliation of the beginning and ending balances for liabilities which are categorized as Level 3

 for the nine-month period ended September 30, 2011 (in 000’s):

			Total realized and unrealized      (gains) losses
Liabilities	Beginning balance		Included in earnings		Included in OCI		Purchases		Sales		Issuances		Settlements		Transfers into level 3		Transfers out of level 3		Ending balance		Change in unrealized (gains) losses (2)
Other policy liabilities:
Guaranteed minimum withdrawal benefit liability benefit liability	$	2,245	$	853,288	$	-	$	-	$	-	$	150,885	$	-	$	-	$	-	$	1,006,418	$	839,449
Guaranteed minimum accumulation  benefit liability		49		206,972		-		-		-		15,860		-		-		-		222,881		201,509
Derivatives embedded in reinsurance contracts		-		(9,450)		-		-		-		21,729		(11,009)		-		-		1,270		(9,449)
Fixed index annuities		131,608		(63,060)		-		-		-		37,337		-		-		-		105,885		(3,659)
Total other policy liabilities (1)		133,902		987,750		-		-		-		225,811		(11,009)		-		-		1,336,454		1,027,850
Derivative instruments – payable:
Interest rate contracts		-		-		-		-		-		-		-		-		-		-		-
Foreign currency contracts		-		-		-		-		-		-		-		-		-		-		-
Credit contracts		27,341		(593)		-		-		-		-		-		-		-		26,748		(593)
Futures contracts		-		-		-		-		-		-		-		-		-		-		-
Total derivative instruments – payable		27,341		(593)		-		-		-		-		-		-		-		26,748		(593)
Other liabilities:
Bank overdrafts		-		-		-		-		-		-		-		-		-		-		-
Total liabilities measured at fair value	$	161,243	$	987,157	$	-	$	-	$	-	$	225,811	$	(11,009)	$	-	$	-	$	1,363,202	$	1,027,257

(1) The balances are included within the contractholder deposits funds and other policy liabilities in the Company’s condensed consolidated balance sheet.

(2) Included in earnings relating to instruments still held at the reporting date.

Gains and losses related to Level 3 assets and liabilities, as included in the Company’s unaudited condensed consolidated statements of operations for the nine-month period ended September 30, 2011, are reported as follows (in 000’s):

		Total gains (losses) included in earnings		Change in unrealized gains (losses) related to assets and liabilities still held  at the reporting date
Net investment income	$	14,178	$	22,757
Net derivative loss		(989,932)		(1,030,032)
Net realized investment losses, excluding impairment
losses on available-for-sale securities		(300)		-
Net losses	$	(976,054)	$	(1,007,275)

28

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value Hierarchy (continued)

The following table shows a reconciliation of the beginning and ending balances for assets which are categorized as

Level 3 for the nine-month period ended September 30, 2010 (in 000’s):

			Total realized and unrealized      gains (losses)
Assets	Beginning balance		Included in earnings		Included in other   comprehensive income		Purchases, issuances, and settlements (net)		Transfers in and/or (out) of level 3		Ending balance		Change in unrealized gains (losses) (2)
Available-for-sale fixed maturity securities:
Asset-backed securities	$	37	$	(31)	$	10	$	-	$	-	$	16	$	-
Collateralized mortgage obligations		-		-		-		-		-		-		-
Commercial mortgage-backed securities		1,930		(371)		(121)		-		-		1,438		-
Foreign government & agency securities		-		-		-		-		-		-		-
U.S. states and political subdivisions securities		-		-		-		-		-		-		-
U.S. treasury and agency securities		-		-		-		-		-		-		-
Corporate securities		7,936		(17)		1,217		1,940		(434)		10,642		-
Total available-for-sale fixed maturity securities		9,903		(419)		1,106		1,940		(434)		12,096		-
Trading fixed maturity securities:
Asset-backed securities		111,650		15,020		-		(36,320)		(30,732)		59,618		17,186
Collateralized mortgage obligations		154,551		3,739		-		(9,211)		(81,506)		67,573		9,017
Commercial mortgage-backed securities		14,084		2,175		-		47,602		(696)		63,165		3,439
Foreign government & agency securities		15,323		(1,050)		-		-		-		14,273		140
U.S. states and political subdivisions securities		-		-		-		-		-		-		-
U.S. treasury and agency securities		-		-		-		-		-		-		-
Corporate securities		107,886		5,716		-		(6,243)		(21,364)		85,995		5,565
Total trading fixed maturity securities		403,494		25,600		-		(4,172)		(134,298)		290,624		35,347
Derivative instruments - receivable:
Interest rate contracts		-		-		-		-		-		-		-
Foreign currency contracts		-		-		-		-		-		-		-
Equity contracts		8,821		(1,509)		-		(1,907)		-		5,405		(1,509)
Futures contracts		-		-		-		-		-		-		-
Total derivative instruments - receivable		8,821		(1,509)		-		(1,907)		-		5,405		(1,509)
Other invested assets		-		(174)		-		1,486		-		1,312		(174)
Total investments and cash		422,218		23,498		1,106		(2,653)		(134,732)		309,437		33,664
Separate account assets:
Mutual fund investments		-		-		-		-		-		-		-
Equity investments		7		8		-		-		-		15		8
Fixed income investments		276,530		6,240		-		(9,135)		(98,550)		175,085		2,560
Alternative investments		267,196		(565)		-		21,824		(16,634)		271,821		(1,270)
Other fund investments		4,108		-		-		-		(4,108)		-		-
Total separate account assets (1)		547,841		5,683		-		12,689		(119,292)		446,921		1,298
Total assets measured at fair value on a recurring basis	$	970,059	$	29,181	$	1,106	$	10,036	$	(254,024)	$	756,358	$	34,962

(1) The gains and losses included in net income for separate account assets are offset by an equal amount for separate account liabilities which results in a net zero impact on net income for the Company.

(2) Included in earnings relating to instruments still held at the reporting date.

29

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value Hierarchy (continued)

The following table shows a reconciliation of the beginning and ending balances for liabilities which are categorized as Level 3 for the nine-month period ended September 30, 2010 (in 000’s):

			Total realized and unrealized     (gains) losses
Liabilities	Beginning balance		Included in earnings		Included in other  comprehensive income		Purchases, issuances, and settlements (net)		Transfers in and/or (out) of level 3		Ending balance		Change in unrealized (gains) losses (2)
Other policy liabilities:
Guaranteed minimum withdrawal benefit liability	$	168,786	$	245,325	$	-	$	105,597	$	-	$	519,708	$	249,721
Guaranteed minimum accumulation benefit liability		81,669		74,640		-		17,288		-		173,597		76,218
Derivatives embedded in reinsurance contracts		-		-		-		-		-		-		-
Fixed index annuities		140,966		(17,026)		-		4,261		-		128,201		10,886
Total other policy liabilities (1)		391,421		302,939		-		127,146		-		821,506		336,825
Derivative instruments - payable:
Interest rate contracts		-		-		-		-		-		-		-
Foreign currency contracts		-		-		-		-		-		-		-
Credit contracts		34,349		(3,716)		-		-		-		30,633		(3,716)
Futures contracts		-		-		-		-		-		-		-
Total derivative instruments - payable		34,349		(3,716)		-		-		-		30,633		(3,716)
Other liabilities:
Bank overdrafts		-		-		-		-		-		-		-
Total liabilities measured at fair value on      a recurring basis	$	425,770	$	299,223	$	-	$	127,146	$	-	$	852,139	$	333,109

(1)The balances are included within the contractholder deposits funds and other policy liabilities in the Company’s condensed consolidated balance sheet.

(2) Included in earnings relating to instruments still held at the reporting date.

Gains and losses, related to Level 3 assets and liabilities, included in the Company’s condensed consolidated statements of operations for the nine-month period ended September 30, 2010, are reported as follows (in 000’s):

		Total  gains (losses) included in earnings		Change in unrealized gains (losses) related to assets and liabilities still held  at the reporting date
Net investment income	$	25,426	$	35,173
Net derivative loss		(300,732)		(334,618)
Net realized investment losses, excluding
impairment losses on available-for-sale securities		(419)		-
Net losses	$	(275,725)	$	(299,445)

30

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value Hierarchy (continued)

The following table shows a reconciliation of the beginning and ending balances for assets which are categorized as Level 3 for the three-month period ended September 30, 2011 (in 000’s):

			Total realized and unrealized      gains (losses)
Assets	Beginning balance		Included in earnings		Included in OCI		Purchases		Sales		Issuances		Settlements		Transfers into level 3		Transfers out of level 3		Ending balance		Change in unrealized gains (losses) (2)
Available-for-sale fixed maturity  securities:
Asset-backed	$	3	$	(3)	$	1	$	-	$	-	$	-	$	-	$	-	$	-	$	1	$	-
Residential mortgage-backed		-		-		-		-		-		-		-		-		-		-		-
Commercial mortgage-backed		2,137		(103)		110		-		-		-		-		-		-		2,144		-
Foreign government & agency		-		-		-		-		-		-		-		-		-		-		-
U.S. states and political subdivisions		-		-		-		-		-		-		-		-		-		-		-
U.S. treasury and agency		-		-		-		-		-		-		-		-		-		-		-
Corporate		7,462		7		(143)		-		-		-		-		-		(582)		6,744		-
Total available-for-sale fixed maturity securities		9,602		(99)		(32)		-		-		-		-		-		(582)		8,889		-
Trading fixed maturity securities:
Asset-backed		75,535		(8,681)		-		-		-		-		(464)		21,007		(5,646)		81,751		(8,621)
Residential mortgage-backed		157,814		(1,229)		-		304		(275)		-		(17,009)		37,746		(50,772)		126,579		2,526
Commercial mortgage-backed		67,031		216		-		-		-		-		(726)		-		(4,967)		61,554		551
Foreign government & agency		13,003		-		-		-		-		-		-		-		(13,003)		-		-
U.S. states and political subdivisions		-		-		-		-		-		-		-		-		-		-		-
U.S. treasury and agency		963		-		-		560		-		-		-		-		(963)		560		-
Corporate		106,654		(1,219)		-		1,623		(4,428)		-		(4,095)		17,449		(39,221)		76,763		(2,509)
Total trading fixed maturity securities		421,000		(10,913)		-		2,487		(4,703)		-		(22,294)		76,202		(114,572)		347,207		(8,053)
Derivative instruments – receivable:
Interest rate contracts		-		-		-		-		-		-		-		-		-		-		-
Foreign currency contracts		-		-		-		-		-		-		-		-		-		-		-
Equity contracts		18,035		(6,886)		-		1,164		-		-		(11,043)		-		-		1,270		(6,886)
Futures contracts		-		-		-		-		-		-		-		-		-		-		-
Total derivative instruments–   receivable		18,035		(6,886)		-		1,164		-		-		(11,043)		-		-		1,270		(6,886)
Other invested assets		2,133		(155)		-		-		-		-		-		-		-		1,978		(156)
Total investments and cash		450,770		(18,053)		(32)		3,651		(4,703)		-		(33,337)		76,202		(115,154)		359,344		(15,095)
Separate account assets:
Mutual fund investments		-		-		-		-		-		-		-		-		-		-		-
Equity investments		59		(10)		-		-		-		-		-		-		-		49		-
Fixed income investments		97,452		249		-		20,978		(21,196)		-		(1,917)		5,307		(35,755)		65,118		(305)
Alternative investments		366,109		(10,659)		-		44,904		(28,019)		-		(854)		-		-		371,481		(10,858)
Other investments		-		-		-		-		-		-		-		-		-		-		-
Total separate account assets (1)		463,620		(10,420)		-		65,882		(49,215)		-		(2,771)		5,307		(35,755)		436,648		(11,163)
Total assets measured at fair value on a recurring basis	$	914,390	$	(28,473)	$	(32)	$	69,533	$	(53,918)	$	-	$	(36,108)	$	81,509	$	(150,909)	$	795,992	$	(26,258)

(1) The realized/unrealized gains (losses) included in net income for separate account assets are offset by an equal amount for separate account liabilities which results in a net zero impact on net income for the Company

(2) Included in earnings relating to instruments still held at the reporting date.

31

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value Hierarchy (continued)

The following table shows a reconciliation of the beginning and ending balances for liabilities which are categorized as Level 3 for the three-month period ended September 30, 2011 (in 000’s):

			Total realized and unrealized      (gains) losses
Liabilities	Beginning balance		Included in earnings		Included in OCI		Purchases		Sales		Issuances		Settlements		Transfers into level 3		Transfers out of level 3		Ending balance		Change in unrealized (gains) losses (2)
Other policy liabilities:
Guaranteed minimum withdrawal benefit liability  benefit liability	$	(7,645)	$	968,467	$	-	$	-	$	-	$	45,596	$	-	$	-	$	-	$	1,006,418	$	957,648
Guaranteed minimum accumulation  benefit liability		(2,554)		221,102		-		-		-		4,333		-		-		-		222,881		216,402
Derivatives embedded in reinsurance contracts		18,035		(6,886)		-		-		-		1,164		(11,043)		-		-		1,270		(6,886)
Fixed index annuities		132,804		(43,622)		-		-		-		-		16,703		-		-		105,885		(20,087)
Total other policy liabilities (1)		140,640		1,139,061		-		-		-		51,093		5,660		-		-		1,336,454		1,147,077
Derivative instruments – payable:
Interest rate contracts		-		-		-		-		-		-		-		-		-		-		-
Foreign currency contracts		-		-		-		-		-		-		-		-		-		-		-
Credit contracts		22,563		4,185		-		-		-		-		-		-		-		26,748		4,185
Futures contracts		-		-		-		-		-		-		-		-		-		-		-
Total derivative instruments – payable		22,563		4,185		-		-		-		-		-		-		-		26,748		4,185
Other liabilities:
Bank overdrafts		-		-		-		-		-		-		-		-		-		-		-
Total liabilities measured at fair value on a  recurring basis	$	163,203	$	1,143,246	$	-	$	-	$	-	$	51,093	$	5,660	$	-	$	-	$	1,363,202	$	1,151,262

(1)  The balances are included within the contractholder deposits funds and other policy liabilities in the Company’s condensed consolidated balance sheet.

(2)  Included in earnings relating to instruments still held at the reporting date.

Gains and losses related to Level 3 assets and liabilities, included in the Company’s condensed consolidated statements of operations for the three-month period ended September 30, 2011 , are reported as follows (in 000’s):

		Total gains (losses) included in earnings		Change in unrealized gains (losses) related to assets and liabilities still held  at the reporting date
Net investment loss	$	(11,068)	$	(8,209)
Net derivative loss		(1,150,132)		(1,158,148)
Net realized investment losses, excluding impairment
losses on available-for-sale securities		(99)		-
Net losses	$	(1,161,299)	$	(1,166,357)

32

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value Hierarchy (continued)

The following table shows a reconciliation of the beginning and ending balances for assets which are categorized as Level 3 for the three-month period ended September 30, 2010 (in 000’s):

			Total realized and unrealized     gains (losses)
Assets	Beginning balance		Included in earnings		Included in other   comprehensive income		Purchases, issuances, and settlements (net)		Transfers in and/or (out) of level 3 (2)		Ending balance		Change in unrealized gains (losses) (2)
Available-for-sale fixed maturity  securities:
Asset-backed securities	$	22	$	-	$	(6)	$	-	$	-	$	16	$	-
Residential mortgage-backed securities		-		-		-		-		-		-		-
Commercial mortgage-backed securities		1,371		-		67		-		-		1,438		-
Foreign government & agency securities		-		-		-		-		-		-		-
U.S. states and political subdivisions securities		-		-		-		-		-		-		-
U.S. treasury and agency securities		-		-		-		-		-		-		-
Corporate securities		678		(1,998)		3,169		1,998		6,795		10,642		-
Total available-for-sale fixed maturity securities		2,071		(1,998)		3,230		1,998		6,795		12,096		-
Trading fixed maturity securities:
Asset-backed securities		47,668		7,533		-		(746)		5,163		59,618		6,787
Residential mortgage-backed securities		98,323		1,540		-		(3,897)		(28,393)		67,573		(2,358)
Commercial mortgage-backed securities		62,793		1,376		-		(1,004)		-		63,165		372
Foreign government & agency securities		14,638		(365)		-		-		-		14,273		(365)
U.S. states and political subdivisions securities		-		-		-		-		-		-		-
U.S. treasury and agency securities		-		-		-		-		-		-		-
Corporate securities		48,551		2,204		-		1,808		33,432		85,995		4,012
Total trading fixed maturity securities		271,973		12,288		-		(3,839)		10,202		290,624		8,448
Interest rate contracts		-		-		-		-		-		-		-
Foreign currency contracts		-		-		-		-		-		-		-
Equity contracts		1,723		887		-		2,795		-		5,405		887
Futures contracts		-		-		-		-		-		-		-
Total derivative instruments - receivable		1,723		887		-		2,795		-		5,405		887
Other invested assets		1,614		(302)		-		-		-		1,312		(302)
Total investments and cash		277,381		10,875		3,230		954		16,997		309,437		9,033
Separate account assets:
Mutual fund investments		-		-		-		-		-		-		-
Equity investments		197		(182)		-		-		-		15		(182)
Fixed income investments		92,963		2,020		-		83,648		(3,546)		175,085		1,160
Alternative investments		269,757		1,913		-		9,738		(9,587)		271,821		1,662
Other investments		-		-		-		-		-		-		-
Total separate account assets (1)		362,917		3,751		-		93,386		(13,133)		446,921		2,640
Total assets measured at fair value on
a recurring basis	$	640,298	$	14,626	$	3,230	$	94,340	$	3,864	$	756,358	$	12,277

   (1)The realized/unrealized gains (losses) included in net income for separate account assets are offset by an equal amount for separate account liabilities which results in a net zero impact on net income for the Company.

      (2) Included in earnings relating to instruments still held at the reporting date.

33

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value Hierarchy (continued)

The following table shows a reconciliation of the beginning and ending balances for liabilities which are categorized as Level 3 for the three-month period ended September 30, 2010 (in 000’s):

			Total realized and unrealized     (gains) losses
Liabilities	Beginning balance		Included in earnings		Included in other   comprehensive income		Purchases, issuances, and settlements (net)		Transfers in and/or (out) of level 3		Ending balance		Change in unrealized (gains) losses (2)
Other policy liabilities:
Guaranteed minimum withdrawal benefit liability	$	618,029	$	(140,238)	$	-	$	41,917	$	-	$	519,708	$	(137,957)
Guaranteed minimum accumulation benefit liability		231,911		(64,087)		-		5,773		-		173,597		(63,318)
Derivatives embedded in reinsurance contracts		-		-		-		-		-		-		-
Fixed index annuities		118,287		10,100		-		(186)		-		128,201		18,052
Total other policy liabilities (1)		968,227		(194,225)		-		47,504		-		821,506		(183,223)
Derivative instruments - payable:
Interest rate contracts		-		-		-		-		-		-		-
Foreign currency contracts		-		-		-		-		-		-		-
Credit contracts		33,726		(3,093)		-		-		-		30,633		(3,093)
Futures contracts		-		-		-		-		-		-		-
Total derivative instruments - payable	$	33,726	$	(3,093)	$	-	$	-	$	-	$	30,633	$	(3,093)
Other liabilities:
Bank overdrafts		-		-		-		-		-		-		-
Total liabilities measured at fair value on a
recurring basis	$	1,001,953	$	(197,318)	$	-	$	47,504	$	-	$	852,139	$	(186,316)

(1)  The balances are included within the contractholder deposits funds and other policy liabilities in the Company’s condensed consolidated balance sheet.

(2) Included in earnings relating to instruments still held at the reporting date.

Gains and losses related to Level 3 assets and liabilities, included in the Company’s condensed consolidated statements of operations for the three-month period ended September 30, 2010, are reported as follows (in 000’s):

		Total gains (losses) included in earnings		Change in unrealized gains (losses) related to assets and liabilities still held  at the reporting  date
Net investment income	$	11,986	$	8,146
Net derivative income		198,205		187,203
Net realized investment losses, excluding
impairment losses on available-for-sale securities		(1,998)		-
Net gains	$	208,193	$	195,349

34

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value Hierarchy (continued)

The Company determines transfers between levels based on the fair value of each security as of the beginning of the reporting period.

During the nine-month period ended September 30, 2011, the Company transferred the following assets into (out of) levels 1, 2 and 3:

	Level 1 Transfers				Level 2 Transfers				Level 3 Transfers
	Into		(Out of)		Into		(Out of)		Into		(Out of)
Assets
Available-for-sale fixed maturity securities:
Asset-backed securities	$	-	$	-	$	-	$	-	$	-	$	-
Residential mortgage-backed securities		-		-		-		-		-		-
Commercial mortgage-backed securities		-		-		-		-		-		-
Foreign government & agency securities		-		-		-		-		-		-
U.S. states and political subdivisions
securities		-		-		-		-		-		-
U.S. treasury and agency securities		-		-		-		-		-		-
Corporate securities		-		-		608		-		-		(608)
Total available-for-sale fixed maturity securities		-		-	-	608		-		-		(608)
Trading fixed maturity securities:
Asset-backed securities		-		-		20,878		(14,654)		14,654		(20,878)
Residential mortgage-backed securities		-		-		38,635		(97,000)		97,000		(38,635)
Commercial mortgage-backed securities		-		-		1,558		-		-		(1,558)
Foreign government & agency securities		-		-		13,790		-		-		(13,790)
U.S. states and political subdivisions		-		-		-		-		-		-
securities		-		-		-		-		-		-
U.S. treasury and agency securities		-		-		1,101		-		-		(1,101)
Corporate securities		-		-		74,797		(17,345)		17,345		(74,797)
Total trading fixed maturity securities		-		-		150,759		(128,999)		128,999		(150,759)
Derivative instruments- receivable
Interest rate contracts		-		-		-		-		-		-
Foreign currency contracts		-		-		-		-		-		-
Equity contracts		-		-		-		-		-		-
Futures contracts		-		-		-		-		-		-
Total derivative instruments-receivable		-		-		-		-		-		-
Other invested assets		-		-		7,650		-		-		(7,650)
Total investments and cash		-		-		159,017		(128,999)		128,999		(159,017)
Mutual fund investments
Equity investments		-		-		-		(49)		49		-
Fixed income investments		-		-		33,704		(35,740)		35,740		(33,704)
Alternative investments		-		-		-		(3,200)		3,200		-
Other investments		-		-		-		-		-		-
Total separate account assets		-		-		33,704		(38,989)		38,989		(33,704)
Total assets measured at fair value on a recurring basis	$	-	$	-	$	192,721	$	(167,988)	$	167,988	$	(192,721)

The Company did not change the categorization of its financial instruments during the nine-month period ended September 30, 2011.  The transfers into (out of) Level 2 and Level 3 were primarily due to changes in the level of observability of inputs used to price these securities.

35

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value Hierarchy (continued)

The Company determines transfers between levels based on the fair value of each security as of the beginning of the reporting period.

During the nine-month period ended September 30, 2010, the Company transferred the following assets into (out of) levels 1, 2 and 3:

	Level 1 Transfers				Level 2 Transfers				Level 3 Transfers
	Into		(Out of)		Into		(Out of)		Into		(Out of)
Assets
Available-for-sale fixed maturity securities:
Asset-backed securities	$	-	$	-	$	-	$	-	$	-	$	-
Residential mortgage-backed securities		-		-		-		-		-		-
Commercial mortgage-backed securities		-		-		-		-		-		-
Foreign government & agency securities		-		-		-		-		-		-
U.S. states and political subdivisions securities		-		-		-		-		-		-
U.S. treasury and agency securities		-		-		-		-		-		-
Corporate securities		-		-		434		-		-		(434)
Total available-for-sale fixed maturity securities		-		-		434		-		-		(434)
Trading fixed maturity securities:
Asset-backed securities		-		-		45,553		(14,821)		14,821		(45,553)
Residential mortgage-backed securities		-		-		106,147		(24,641)		24,641		(106,147)
Commercial mortgage-backed securities		-		-		696		-		-		(696)
Foreign government & agency securities		-		-		-		-		-		-
U.S. states and political subdivisions securities		-		-		-		-		-		-
U.S. treasury and agency securities		-		(1,346)		1,346		-		-		-
Corporate securities		-		-		47,741		(26,377)		26,377		(47,741)
Total trading fixed maturity securities		-		(1,346)		201,483		(65,839)		65,839		(200,137)
Derivative instruments- receivable
Interest rate contracts		-		-		-		-		-		-
Foreign currency contracts		-		-		-		-		-		-
Equity contracts		-		-		-		-		-		-
Futures contracts		-		-		-		-		-		-
Total derivative instruments-receivable		-		-		-		-		-		-
Separate account assets:
Mutual fund investments		-		-		-		-		-		-
Equity investments		5,372		-		-		(5,372)		-		-
Fixed income investments		-		(39)		17,229		(556)		556		(17,190)
Alternative investments		-		-		98,550		-		-		(98,550)
Other investments		4,108		-		-		-		-		(4,108)
Total separate account assets		9,480		(39)		115,779		(5,928)		556		(119,848)
Total assets measured at fair value on a  recurring basis	$	9,480	$	(1,385)	$	317,696	$	(71,767)	$	66,395	$	(320,419)

The Company did not change the categorization of its financial instruments during the nine-month period ended September 30, 2010.  The transfers into (out of) Level 2 and Level 3 were primarily due to changes in the level of observability of inputs used to price these securities.

36

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value Hierarchy (continued)

The Company determines transfers between levels based on the fair value of each security as of the beginning of the reporting period.

During the three-month period ended September 30, 2011, the Company transferred the following assets into (out of) Levels 1, 2 and 3:

	Level 1 Transfers				Level 2 Transfers				Level 3 Transfers
	Into		(Out of)		Into		(Out of)		Into		(Out of)
Assets
Available-for-sale fixed maturity securities:
Asset-backed securities	$	-	$	-	$	-	$	-	$	-	$	-
Residential mortgage-backed securities		-		-		-		-		-		-
Commercial mortgage-backed securities		-		-		-		-		-		-
Foreign government & agency securities		-		-		-		-		-		-
U.S. states and political subdivisions		-		-		-		-		-		-
securities		-		-		-		-		-		-
U.S. treasury and agency securities		-		-		-		-		-		-
Corporate securities		-		-		582		-		-		(582)
Total available-for-sale fixed maturity        securities		-		-		582		-		-		(582)
Trading fixed maturity securities:
Asset-backed securities		-		-		5,646		(21,007)		21,007		(5,646)
Residential mortgage-backed securities		-		-		50,772		(37,746)		37,746		(50,772)
Commercial mortgage-backed securities		-		-		4,967		-		-		(4,967)
Foreign government & agency securities		-		-		13,003		-		-		(13,003)
U.S. states and political subdivisions
securities		-		-		-		-		-		-
U.S. treasury and agency securities		-		-		963		-		-		(963)
Corporate securities		-		-		39,221		(17,449)		17,449		(39,221)
Total trading fixed maturity securities		-		-		114,572		(76,202)		76,202		(114,572)
Derivative instruments- receivable		-		-		-		-		-		-
Interest rate contracts		-		-		-		-		-		-
Foreign currency contracts		-		-		-		-		-		-
Equity contracts		-		-		-		-		-		-
Futures contracts		-		-		-		-		-		-
Total derivative instruments-receivable		-		-		-		-		-		-
Other invested assets		-		-		-		-		-		-
Total investments and cash		-		-		115,154		(76,202)		76,202		(115,154)
Equity investments		-		-		-		-		-		-
Fixed income investments		-		-		35,755		(5,307)		5,307		(35,755)
Alternative investments		-		-		-		-		-		-
Other investments		-		-		-		-		-		-
Total separate account assets		-		-		35,755		(5,307)		5,307		(35,755)
Total assets measured at fair value on a     recurring basis	$	-	$	-	$	150,909	$	(81,509)	$	81,509	$	(150,909)

The Company did not change the categorization of its financial instruments during the three-month period ended September 30, 2011.  The transfers into (out of) Level 2 and Level 3 were primarily due to changes in the level of observability of inputs used to price these securities.

37

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value Hierarchy(continued)

The Company determines transfers between levels based on the fair value of each security as of the beginning of the reporting period.

During the three-month period ended September 30, 2010, the Company transferred the following assets into (out of) Levels 1, 2 and 3:

		Level 1 Transfers				Level 2 Transfers				Level 3 Transfers
		Into		(Out of)		Into		(Out of)		Into		(Out of)
Assets
Available-for-sale fixed maturity securities:
Asset-backed securities	$	-	$	-	$	-	$	-	$	-	$	-
Residential mortgage-backed securities		-		-		-		-		-		-
Commercial mortgage-backed securities		-		-		-		-		-		-
Foreign government & agency securities		-		-		-		-		-		-
U.S. states and political subdivisions securities		-		-		-		-		-		-
U.S. treasury and agency securities		-		-		-		-		-		-
Corporate securities		-		-		-		(6,795)		6,795		-
Total available-for-sale fixed maturity securities		-		-		-		(6,795)		6,795		-
Trading fixed maturity securities:		-		-		-		-		-		-
Asset-backed securities		-		-		5,911		(11,074)		11,074		(5,911)
Residential mortgage-backed securities		-		-		50,118		(21,725)		21,725		(50,118)
Commercial mortgage-backed securities		-		-		-		-		-		-
Foreign government & agency securities		-		-		-		-		-		-
U.S. states and political subdivisions securities		-		-		-		-		-		-
U.S. treasury and agency securities		-		(1,250)		1,250		-		-		-
Corporate securities		-		-		-		(33,432)		33,432		-
Total trading fixed maturity securities		-		(1,250)		57,279		(66,231)		66,231		(56,029)
Derivative instruments- receivable		-		-		-		-		-		-
Interest rate contracts		-		-		-		-		-		-
Foreign currency contracts		-		-		-		-		-		-
Equity contracts		-		-		-		-		-		-
Futures contracts		-		-		-		-		-		-
Total derivative instruments-receivable		-		-		-		-		-		-
Separate account assets:
Mutual fund investments		-		-		-		-		-		-
Equity investments		-		-		-		-		-		-
Fixed income investments		9,899		-		3,546		(9,899)		-		(3,546)
Alternative investments		10,144		-		-		(557)		557		(10,144)
Other investments		-		-		-		-		-		-
Total separate account assets		20,043		-		3,546		(10,456)		557		(13,690)
Total assets measured at fair value on a recurring basis	$	20,043	$	(1,250)	$	60,825	$	(83,482)	$	73,583	$	(69,719)

The Company did not change the categorization of its financial instruments during the three-month period ended September 30, 2010.  The transfers into (out of) Level 2 and Level 3 were primarily due to changes in the level of observability of inputs used to price these securities.

38

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. FAIR VALUE MEASUREMENT (CONTINUED)

Financial Instruments Not Considered at Fair Value

FASB ASC Topic 825, “Financial Instruments,” requires disclosure of the fair value of certain financial instruments including those that are not carried at fair value.  FASB ASC Topic 825 also excludes certain insurance liabilities and other non-financial instruments from its disclosure requirements.  The fair value amounts presented herein do not include the expected interest margin (interest earnings over interest credited) to be earned in the future on investment-type products or other intangible items.  Accordingly, the aggregate fair value amounts presented herein do not necessarily represent the underlying value to the Company.  Likewise, care should be exercised in deriving conclusions about the Company's business or financial condition based on the fair value information presented herein.

The following table presents the carrying value and estimated fair value of the Company's financial instruments that are not carried at fair value (in 000’s) at:

		September 30, 2011				December 31, 2010
			Carrying		Estimated		Carrying		Estimated
			Amount		Fair Value		Amount		Fair Value
Financial assets:
	Mortgage loans	$	1,514,439	$	1,649,222	$	1,737,528	$	1,811,567
	Policy loans	$	608,535	$	760,711	$	717,408	$	859,668
Financial liabilities:
	Contractholder deposit funds and other policy liabilities	$	9,760,197	$	9,439,320	$	11,944,058	$	11,490,525
	Debt payable to affiliates	$	683,000	$	683,000	$	783,000	$	783,000

The following methods and assumptions were used by the Company in determining the estimated fair value of the above financial instruments:

Interest receivable on the above financial instruments is stated at carrying value which approximates fair value.

Mortgage loans:  The fair value of mortgage loans are estimated by discounting future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Policy loans:  The fair value of policy loans is determined by estimating future policy loan cash flows and discounting the cash flows at a current market interest rate.

Contractholder deposit funds and other policy liabilities:  The fair value of the Company’s general account insurance reserves and contractholder deposits under investment-type contracts (e.g., insurance, annuity and pension contracts that do not involve mortality or morbidity risks) are estimated using discounted cash flow analyses or surrender values based on interest rates currently being offered for similar contracts with maturities consistent with those remaining for all contracts being valued.  Those contracts that are deemed to have short-term guarantees have a carrying amount equal to the estimated market value.  The fair values of other deposits with future maturity dates are estimated using discounted cash flows.

Debt payable to affiliates:  The fair value of notes payable and other borrowings is based on future cash flows discounted at the stated interest rate, considering all appropriate terms of the related agreements.  Due to certain provisions included in such agreements, whereby the issuer of the notes has the ability to call each note at par with appropriate approvals, the fair value is equal to par value.

39

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5.  INVESTMENTS

Fixed Maturity Securities

The amortized cost and fair value of fixed maturity securities held at September 30, 2011, were as follows (in 000’s):

Available-for-sale fixed maturity securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Temporary Losses		OTTI Losses (1)		Fair Value
Non-corporate securities:
Asset-backed securities	$	55	$	1	$	-	$	-	$	56
Residential mortgage-backed securities		26,241		2,287		-		-		28,528
Commercial mortgage-backed securities		15,216		331		(1,156)		-		14,391
Foreign government & agency securities		-		-		-		-		-
U.S. states and political subdivision securities		215		6		-		-		221
U.S. treasury and agency securities		494,419		14,431		-		-		508,850
Total non-corporate securities		536,146		17,056		(1,156)		-		552,046
Corporate securities		1,038,389		93,839		(15,488)		(10,595)		1,106,145
Total available-for-sale fixed maturity securities	$	1,574,535	$	110,895	$	(16,644)	$	(10,595)	$	1,658,191

Trading fixed maturity securities		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Non-corporate securities:
Asset-backed securities	$	474,376	$	10,054	$	(145,576)	$	338,854
Residential mortgage-backed securities		958,835		15,753		(202,750)		771,838
Commercial mortgage-backed securities		809,373		39,038		(135,538)		712,873
Foreign government & agency securities		97,822		18,293		-		116,115
U.S. states and political subdivision securities		486		28		-		514
U.S. treasury and agency securities		323,722		13,916		-		337,638
Total non-corporate securities		2,664,614		97,082		(483,864)		2,277,832
Corporate securities		7,984,728		435,800		(142,408)		8,278,120
Total trading fixed maturity securities	$	10,649,342	$	532,882	$	(626,272)	$	10,555,952

(1)Represents the pre-tax non-credit OTTI loss recorded as a component of accumulated other comprehensive income (“AOCI”) for assets still held at the
       reporting date.  Recoveries of $8,907 are shown within gross unrealized gains and the remainder as gross unrealized temporary losses.

40

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

Fixed Maturity Securities (continued)

The amortized cost and fair value of fixed maturity securities held at December 31, 2010, were as follows (000’s):

Available-for-sale fixed maturity securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Temporary Losses		OTTI Losses (1)		Fair Value
Non-corporate securities:
Asset-backed securities	$	694	$	27	$	(6)	$	-	$	715
Residential mortgage-backed securities		32,263		2,351		-		-		34,614
Commercial mortgage-backed securities		15,952		522		(1,424)		-		15,050
Foreign government & agency securities		506		57		-		-		563
U.S. states and political subdivision securities		217		-		(3)		-		214
U.S. treasury and agency securities		371,704		4,500		(971)		-		375,233
Total non-corporate securities		421,336		7,457		(2,404)		-		426,389
Corporate securities		1,001,615		82,490		(2,267)		(12,304)		1,069,534
Total available-for-sale fixed maturity securities	$	1,422,951	$	89,947	$	(4,671)	$	(12,304)	$	1,495,923

Trading fixed maturity securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Non-corporate securities:
Asset-backed securities	$	544,106	$	10,104	$	(142,230)	$	411,980
Residential mortgage-backed securities		1,184,184		17,259		(278,650)		922,793
Commercial mortgage-backed securities		917,650		42,368		(140,823)		819,195
Foreign government & agency securities		122,537		8,239		-		130,776
U.S. states and political subdivision securities		605		8		-		613
U.S. treasury and agency securities		745,460		3,037		(878)		747,619
Total non-corporate securities		3,514,542		81,015		(562,581)		3,032,976
Corporate securities		8,195,874		368,893		(130,625)		8,434,142
Total trading fixed maturity securities	$	11,710,416	$	449,908	$	(693,206)	$	11,467,118

(1)Represents the pre-tax non-credit OTTI loss recorded as a component of AOCI for assets still held at the reporting date.

41

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

Fixed Maturity Securities (continued)

The amortized cost and estimated fair value by maturity periods for fixed maturity securities held at September 30, 2011 are shown below (in 000’s).  Actual maturities may differ from contractual maturities on structured securities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

		Amortized Cost		Fair Value
Maturities of available-for-sale fixed securities:
Due in one year or less	$	211,965	$	213,138
Due after one year through five years		602,848		634,713
Due after five years through ten years		137,362		140,181
Due after ten years		580,848		627,183
Subtotal – Maturities of available-for-sale fixed securities		1,533,023		1,615,215
ABS, RMBS and CMBS securities(1)		41,512		42,976
Total available-for-sale fixed securities	$	1,574,535	$	1,658,191
Maturities of trading fixed securities:
Due in one year or less	$	688,391	$	702,958
Due after one year through five years		4,404,765		4,577,164
Due after five years through ten years		1,775,609		1,894,398
Due after ten years		1,537,993		1,557,865
Subtotal – Maturities of trading fixed securities		8,406,758		8,732,385
ABS, RMBS and CMBS securities (1)		2,242,584		1,823,567
Total trading fixed securities	$	10,649,342	$	10,555,952

(1) ABS, RMBS and CMBS securities are shown separately in the above table as they are not due at a single maturity.

Gross gains of $72.0 million and gross losses of $24.1 million were realized on the sale of fixed maturity securities for the nine-month period ended September 30, 2011.

42

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

Unrealized Losses

The following table shows the number of securities, fair value and gross unrealized losses, which includes temporary unrealized losses and the portion of non-credit OTTI losses recognized in AOCI.  The Company’s available-for-sale fixed maturity investments are aggregated by investment category and length of time that the individual securities had been in an unrealized loss position at September 30, 2011 (in 000’s).

	Less Than Twelve Months					Twelve Months Or More					Total
	No. (1)	Fair Value		Gross Unrealized Losses		No. (1)	Fair Value		Gross Unrealized Losses		No. (1)	Fair Value		Gross Unrealized Losses
Non-corporate securities:
Asset-backed securities	-	$	-	$	-	1	$	1	$	-	1	$	1	$	-
Residential mortgage-backed securities	-		-		-	1		22		-	1		22		-
Commercial mortgage-backed securities	2		3,112		(143)	4		2,144		(1,014)	6		5,256		(1,157)
U.S. treasury and agency securities	-		-		-	-		-		-	-		-		-
Total non-corporate securities	2		3,112		(143)	6		2,167		(1,014)	8		5,279		(1,157)
Corporate securities	48		181,402		(9,942)	13		33,241		(7,233)	61		214,643		(17,175)
Total	50	$	184,514	$	(10,085)	19	$	35,408	$	(8,247)	69	$	219,922	$	(18,332)

The following table shows the number of securities, fair value and gross unrealized losses, which includes temporary unrealized losses and the portion of non-credit OTTI losses recognized in AOCI.  The Company’s available-for-sale fixed maturity investments are aggregated by investment category and length of time that the individual securities had been in an unrealized loss position at December 31, 2010 (in 000’s).

	Less Than Twelve Months					Twelve Months Or More					Total
	No. (1)		Fair Value		Gross Unrealized Losses	No. (1)		Fair Value		Gross Unrealized Losses	No. (1)		Fair Value		Gross Unrealized Losses
Non-corporate securities:
Asset-backed securities	-	$	-	$	-	1	$	11	$	(6)	1	$	11	$	(6)
Residential mortgage-backed securities	1		26		-	-		-		-	1		26		-
Commercial mortgage-backed securities	-		-		-	5		2,534		(1,424)	5		2,534		(1,424)
Foreign government & agency securities	-		-		-	-		-		-	-		-		-
U.S. states and political subdivisions	1		214		(3)	-		-		-	1		214		(3)
U.S. treasury and agency securities	2		23,636		(971)	-		-		-	2		23,636		(971)
Total non-corporate securities	4		23,876		(974)	6		2,545		(1,430)	10		26,421		(2,404)
Corporate securities	72		187,916		(5,211)	35		91,154		(9,360)	107		279,070		(14,571)
Total	76	$	211,792	$	(6,185)	41	$	93,699	$	(10,790)	117	$	305,491	$	(16,975)

(1) These columns present the number of securities (not in thousands) in an unrealized loss position.

43

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

Other-Than-Temporary Impairment

Beginning on April 1, 2009, the Company presents and discloses OTTI in accordance with FASB ASC Topic 320, “Investments-Debt and Equity Securities.”  Securities whose fair value is less than their carrying amount are considered to be impaired and are evaluated for potential OTTI.  If the Company intends to sell, or if it is more likely than not that it will be required to sell an impaired security prior to recovery of its cost basis, the security is considered other-than-temporarily impaired and the Company records a charge to earnings for the full amount of impairment based on the difference between the current carrying amount and the fair value of the security.  Otherwise, losses on securities which are other-than-temporarily impaired are separated into two categories:  credit loss and non-credit loss.  The credit loss portion is charged to net realized investment losses in the unaudited condensed consolidated statements of operations, while the non-credit loss is charged to other comprehensive income.  When an unrealized loss on an available-for-sale fixed maturity security is considered temporary, the Company continues to record the unrealized loss in other comprehensive income and not in earnings.

To compute the credit loss component of OTTI for corporate bonds on the date of transition (April 1, 2009), both historical default (by rating) data, used as a proxy for the probability of default, and loss given default (by issuer) projections were applied to the par amount of the bond.  For corporate bonds post-transition, the present value of future cash flows using the book yield is used to determine the credit component of OTTI.  If the present value of the cash flow is less than the security’s amortized cost, the difference is recorded as a credit loss.  The difference between the estimates of the credit-related loss and the overall OTTI is the non-credit-related component.

As a result of the adoption of FASB ASC Topic 320, a cumulative effect adjustment, net of tax, of $9.1 million was recorded to decrease accumulated other comprehensive income with a corresponding increase to retained earnings (accumulated deficit) for the non-credit loss component of previously impaired securities that the Company neither intends to sell, nor is it more likely than not that the Company will be required to sell, before recovery of amortized cost.

For those securities where the Company does not have the intent to sell and it is not more likely than not that the Company will be required to sell, the Company employs a portfolio monitoring process to identify securities that are other-than-temporarily impaired.  The Company utilizes a Credit Committee comprised of investment and finance professionals which meets at least quarterly to review individual issues or issuers that are of concern.  In determining whether a security is other-than-temporarily-impaired, the Credit Committee considers the factors described below.  The process involves a quarterly screening of all impaired securities.

Discrete credit events, such as a ratings downgrade, also are used to identify securities that may be other-than-temporarily impaired.  The securities identified are then evaluated based on issuer-specific facts and circumstances, such as the issuer’s ability to meet current and future interest and principal payments, an evaluation of the issuer’s financial position and its near-term recovery prospects, difficulties being experienced by an issuer’s parent or affiliate, and management’s assessment of the outlook for the issuer’s sector.  In making these evaluations, the Credit Committee exercises considerable judgment.  Based on this evaluation, issues or issuers are considered for inclusion on one of the Company’s following credit lists:

“Monitor List”- Management has concluded that the Company’s amortized cost will be recovered through timely collection of all contractually specified cash flows, but that changes in issuer-specific facts and circumstances require monitoring on a quarterly basis.  No OTTI charge is recorded in the Company’s unaudited condensed consolidated statements of operations for unrealized loss on securities related to these issuers.

44

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

Other-Than-Temporary Impairment (continued)

“Watch List”- Management has concluded that the Company’s amortized cost will be recovered through timely collection of all contractually specified cash flows, but that changes in issuer-specific facts and circumstances require continued monitoring during the quarter.  A security is moved from the Monitor List to the Watch List when changes in issuer-specific facts and circumstances increase the possibility that a security may become impaired within the next 24 months.  No OTTI charge is recorded in the Company’s unaudited condensed consolidated statements of operations for unrealized loss on securities related to these issuers.

“Impaired List”- This list includes securities that the Company has the intent to sell or more likely than not will be required to sell.  In addition, it includes those securities that management has concluded that the Company’s amortized cost will not be recovered due to expected delays or shortfalls in contractually specified cash flows.  For these investments, an OTTI charge is recorded or the security is sold and a realized loss is recorded as a charge to income.  Credit OTTI losses are recorded in the Company’s unaudited condensed consolidated statement of operations and non-credit OTTI losses are recorded in other comprehensive income.

Structured securities, those rated single A or below in particular, are subject to certain provisions in FASB ASC Topic 325 “Investments–Other.”  These provisions require the Company to periodically update its best estimate of cash flows over the life of the security.  In the event that fair value is less than carrying amount and there has been an adverse change in the expected cash flows (as measured by comparing the original expected cash flows to the current expectation of cash flows, both discounted at the current effective rate), then an impairment charge is recorded to income.  Estimating future cash flows is a quantitative and qualitative process that incorporates information received from third parties, along with assumptions and judgments about the future performance of the underlying collateral.  Losses incurred on the respective portfolios are based on expected loss models, not incurred loss models.  Expected cash flows include assumptions about key systematic risks and loan-specific information.

There are inherent risks and uncertainties in management’s evaluation of securities for OTTI.  These risks and uncertainties include factors both external and internal to the Company, such as general economic conditions, an issuer’s financial condition or near-term recovery prospects, market interest rates, unforeseen events which affect one or more issuers or industry sectors, and portfolio management parameters, including asset mix, interest rate risk, portfolio diversification, duration matching and greater than expected liquidity needs.  All of these factors could impact management’s evaluation of securities for OTTI.

For securities that are assessed to have incurred a credit loss, the amount of credit loss is calculated based upon the cash flows that the Company expects to collect given an assessment of the relevant facts and circumstances for the issuer and specific bond issue.  Such factors include the financial condition, credit quality and the near-term prospects of the issuer, as well as the issuer's relative liquidity, among other factors.

The Company recorded OTTI credit losses in its unaudited condensed consolidated statements of operations totaling $0.1 million and $0.9 million for the nine-month periods ended September 30, 2011 and 2010, respectively, for OTTI on its available-for-sale fixed maturity securities.  The $0.1 million OTTI credit loss recorded during the nine-month period ended September 30, 2011 was concentrated in structured securities issued by sponsored securitization vehicles.  The $0.9 million credit loss OTTI recorded during the nine-month period ended September 30, 2010 was concentrated in corporate debt of financial institutions.  These impairments were driven primarily by adverse financial conditions of the issuers.

45

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

Other-Than-Temporary Impairment (continued)

The following table rolls forward the amount of credit losses recognized in earnings on debt securities, for which a portion of the OTTI was also recognized in other comprehensive income for the nine-month periods ended September 30, (in 000’s):

		2011		2010
Beginning Balance, at January 1	$	5,847	$	9,148
Add: Credit losses on OTTI not previously recognized		71		885
Less:  Credit losses on securities sold		(5,755)		(2,528)
Less: Increases in cash flows expected on previously       impaired securities		-		(1,543)
Other		3,341		-
Ending balance, at September 30	$	3,504	$	5,962

The following table rolls forward the amount of credit losses recognized in earnings on debt securities, for which a portion of the OTTI was also recognized in other comprehensive income for the For the three-month periods ended September 30, (in 000’s):

		2011		2010
Beginning balance, at July 1,	$	3,832	$	7,058
Less:  Credit losses on securities sold		(328)		(829)
Less: Increases in cash flows expected on previously
impaired securities		-		(267)
Ending balance, at September 30	$	3,504	$	5,962

Variable Interest Entities

The Company is involved with various special purpose entities and other entities that are deemed to be VIEs primarily as a collateral manager and as an investor through normal investment activities, or as a means of accessing capital. A VIE is an entity that either has investors that lack certain essential characteristics of a controlling financial interest or lacks sufficient funds to finance its own activities without financial support provided by other entities.

The Company performs ongoing qualitative assessments of its VIEs under FASB ASC Topic 810, “Consolidation,” to determine whether it has a controlling financial interest in the VIE and, therefore, is the primary beneficiary. The Company is deemed to have a controlling financial interest when it has both the ability to direct the activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.  The Company consolidates the VIE in its condensed consolidated financial statements if it determines that it is the VIEs primary beneficiary.

46

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

Consolidated VIEs

At September 30, 2011, the Company had an interest in one significant VIE, Credit and Repackaged Securities Limited Series 2006-10 Trust (the CARS -Trust), for which consolidation is required under FASB ASC Topic 810.

On September 6, 2006, the Company entered into an agreement with the CARS Trust.  Pursuant to this agreement, the Company purchased a funded note from the CARS Trust which, through a credit default swap entered into by the CARS Trust, is exposed to the credit performance of a portfolio of corporate reference entities.  The Company entered into this agreement for yield enhancement related to the fee earned on the credit default swap which adds to the return earned on the funded note.

The CARS Trust is a structured investment vehicle for which the Company provides investment management services and holds securities issued by the entity.  Creditors have no recourse against the Company in the event of default by the CARS Trust, nor does the Company have any implied or unfunded commitments to the CARS Trust.  The Company's financial or other support provided to the CARS Trust is limited to its investment management services and original investment.  The following table presents the carrying value of assets and liabilities and the maximum exposure to loss relating to the CARS Trust (in 000’s).

	September 30, 2011		December 31, 2010
Assets	$	35,824	$	36,324
Liabilities		26,748		27,341
Maximum exposure to loss		37,400		37,400

As the sole beneficiary of the CARS Trust, while having a controlling financial interest in the investment vehicle, the Company is required to consolidate the entity under FASB ASC Topic 810.  As a result of the consolidation, the Company has recorded in its condensed consolidated balance sheets, investment grade corporate debt securities and a credit default swap held by the CARS Trust.  At issue, the swap had a seven-year term, maturing in 2013.  Under the terms of the swap, the CARS Trust will be required to make payments to the swap counterparty upon the occurrence of a credit event, with respect to any reference entity, that is in excess of the threshold amount specified in the swap agreement.  In the event that the CARS Trust is required to make any payments under the swap, the underlying assets held by the trust would be liquidated to fund the payment.  If the disposition of these assets is insufficient to fund the payment calculated, then under the terms of the agreement, the cash settlement amount would be capped at the amount of the proceeds from the sale of the underlying assets.  As of September 30, 2011, the maximum future payments that the CARS Trust could be required to make is $37.4 million.  The CARS Trust made no payment during the nine-month period ended September 30, 2011 or the year ended December 31, 2010.  The carrying amount of the assets in this VIE is included in trading fixed maturity securities and the carrying amount of the liabilities in this VIE is included in the derivative liabilities in the Company’s condensed consolidated balance sheets.

Non-Consolidated VIEs

At September 30, 2011, other than the CARS Trust, the Company had no interest in significant VIEs for which consolidation is required under FASB ASC Topic 810.

In addition, through normal investment activities, the Company makes passive investments in various issues by VIEs.  These investments are included in trading and available-for-sale fixed maturity securities, limited partnerships and other invested assets in the Company's condensed consolidated financial statements.  The Company has not provided financial or other support with respect to these investments other than its original investments. For these investments, the Company has determined it is not the primary beneficiary due to the size of its investment relative to other issues, the level of credit subordination which reduces its obligation to absorb losses or right to receive benefits, and/or its inability to direct the activities that most significantly impact the economic performance of the VIEs.  The Company's maximum exposure to loss on these investments is limited to the amount of its investment.

47

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

Mortgage Loans

The Company invests in commercial first mortgage loans throughout the United States.  Investments are diversified by geographic area.  The Company’s mortgage loans are collateralized by the related properties and generally are no more than 75% of the property’s value at the time that the original loan is made.  The carrying value of commercial mortgage loans, net of applicable allowances, was $1,514.4 million and $1,737.5 million at September 30, 2011 and December 31, 2010, respectively.

A loan is considered impaired when it is probable that the principal or interest is not collectible in accordance with the contractual terms of the loan.  The allowance for credit losses is estimated using the present value of expected cash flows discounted at the loan’s effective interest rate or the fair value of the collateral, if the loan is collateral dependent.  A specific allowance for loan loss is established for an impaired loan if the present value of expected cash flows discounted at the loan’s effective interest rate, or the fair value of the loan collateral, less cost to sell, is less than the recorded amount of the loan.  A general allowance for loan loss is established based on an assessment of past loss experience on a group of loans with similar characteristics and current economic conditions.  While management believes that it uses the best information available to establish the allowances, future adjustments may become necessary if economic conditions differ from the assumptions used in calculating them.

Delinquency status is determined based upon the occurrence of a missed contract payment.  The following table sets forth an age analysis of past due loans in the Company’s mortgage loan portfolio:

	Gross Carrying Value
	September 30, 2011		December 31, 2010
Past due:
Between 30 and 59 days	$	-	$	16,607
Between 60 and 89 days		3,555		12,333
90 days or more		12,956		19,310
Total past due		16,511		48,250
Current (1)		1,551,410		1,743,060
Total mortgage loans	$	1,567,921	$	1,791,310
Past due 90 days or more and still accruing	$	-	$	-

The Company’s allowance for mortgage loan losses was as follow (in 000’s):

	Allowance for Loan Loss
	September 30, 2011		December 31, 2010
General allowance	$	17,767	$	23,662
Specific allowance		35,715		30,120
Total	$	53,482	$	53,782

(1) Included in the $1,551.4 million and $1,743.1 million of the Company’s mortgage loans in current status at September 30, 2011 and ended December 31, 2010 are $146.5 million and $165.6 million, respectively, of mortgage loans that are impaired but not past due.

48

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

Mortgage Loans (continued)

The Company individually evaluates all its mortgage loans for impairment and records a specific provision for those deemed impaired.  The Company also collectively evaluates most of its mortgage loans (excluding those for which a specific allowance was recorded) for impairment.  At September 30, 2011, the Company individually and collectively evaluated loans with a gross carrying value of $1,567.9 million and $1,437.0 million, respectively.  At December 31, 2010, the Company individually and collectively evaluated loans with a gross carrying value of $1,791.3 million and $1,706.0 million, respectively.

The credit quality indicator for the Company’s mortgage loans is an internal risk-rated measure based on the borrowers’ ability to pay and the value of the underlying collateral.  The internal risk rating is related to an increasing likelihood of loss, with a low quality rating representing the category in which a loss is first expected.  The following table shows the gross carrying value of the Company’s mortgage loans disaggregated by credit quality indicator (in 000’s).

	September 30, 2011		December 31, 2010
Insured	$	-	$	-
High		328,043		394,288
Standard		469,495		544,243
Satisfactory		308,122		333,086
Low quality		462,261		519,693
Total	$	1,567,921	$	1,791,310

The following table shows the gross carrying value of impaired mortgage loans and related allowances at September 30, 2011 (in 000’s):

	With no allowance recorded		With an allowance recorded		Total
Gross carrying value	$	45,548	$	117,498	$	163,046
Unpaid principal balance	$	46,677	$	120,994	$	167,671
Related allowance	$	-	$	35,715	$	35,715
Average recorded investment	$	106,137	$	89,834	$	195,971

The following table shows the gross carrying value of impaired mortgage loans and related allowances at December 31, 2010 (in 000’s):

	With no allowance recorded		With an allowance recorded		Total
Gross carrying value	$	119,323	$	85,281	$	204,604
Unpaid principal balance	$	120,417	$	88,625	$	209,042
Related allowance	$	-	$	30,120	$	30,120
Average recorded investment	$	113,701	$	86,575	$	200,276

49

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

Mortgage Loans (continued)

The average recorded investment in the impaired loans, the related amount of interest income recognized and cash receipts for interest on impaired mortgage loans were as follows (in 000’s):

	For the nine-month periods				For the three-month periods
	ended September 30,				ended September 30,
		2011		2010		2011		2010
Average investments	$	195,971	$	176,920	$	181,431	$	183,832
Interest income	$	4,029	$	4,772	$	537	$	1,427
Cash receipts on interest	$	3,533	$	4,297	$	538	$	1,428

The gross carrying value of the Company’s mortgage loans in a nonaccrual status was $130.2 million and $114.7 million at September 30, 2011 and December 31, 2010, respectively.

The activity in the allowance for loan loss was as follows (in 000’s):

	September 30, 2011			December 31, 2010
Beginning balance	$	53,782	$	42,782
Provision for allowance		29,255		26,742
Charge-offs		(18,588)		(6,892)
Recoveries		(10,967)		(8,850)
Ending balance	$	53,482	$	53,782

Troubled Debt Restructurings

The Company may modify the terms of a loan by adjusting the interest rate, extending the maturity date or both.  The Company evaluates each restructuring of debt and considers it a troubled debt restructuring (“TDR”) if for economic or legal reasons related to the debtor's financial difficulties grants a concession to the borrower that it would not otherwise consider.  Specifically, the Company's evaluation of each restructuring includes an assessment of the indicators of impairment to determine if the debtor is exhibiting financial difficulties and an assessment of market lending activity to determine if the debtor can obtain funds from other sources at market interest rates at or near those for nontroubled debts.  Those restructures where financial difficulties are present and alternative sources of funding are not available or prohibitively expensive to the borrower are considered TDR.

Upon adoption of the amendments in ASU 2011-02, the Company reassessed all restructured loans that occurred on or after January 1, 2011, the beginning of its current fiscal year, for identification as TDRs.  Adoption of the ASU 2011-02 had no impact on the number of restructured loans that are considered TDRs.

All TDRs identified by the Company are commercial mortgage loans modified by granting concessions to borrowers where, as a result of the restructuring, the Company does not expect to collect all amounts due, including interest accrued at the original contract rate.

50

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

Mortgage Loans (continued)

Troubled Debt Restructurings (continued)

Modifications are factored into the determination of the allowance for credit losses by including adjustments to the outstanding recorded investment.  The financial effect of TDR is not recognized when the Company expects to collect cash flows at, or above, the original contract rate.  For the three and nine-months periods ended September 30, 2011, no financial effect from TDR was recognized.  The following table provides information about the Company’s loans that were modified and how they were modified as TDR during (in 000’s, except for the number of contracts):

	The nine-month period ended					The three-month period ended
	September 30, 2011					September 30, 2011
	No. (1)		Pre- Modification Recorded Investment		Post- Modification Recorded Investment	No. (1)		Pre- Modification Recorded Investment		Post- Modification Recorded Investment
Adjusted interest rate	1	$	2,834	$	2,834	1	$	2,834	$	2,834
Extended maturity date	-		-		-	-		-		-
Combined rate and maturity	5		15,368		15,368	-		-		-
Total	6	$	18,202	$	18,202	1	$	2,834	$	2,834

(1) Represents the number of contracts that were modified and considered as TDR.

Defaults are factored into the determination of the allowance for credit losses by indicating that, as a result of the default, the Company does not expect to collect all amounts due per the modified terms.  The following table shows the number and value of TDRs within the previous twelve months for which there was a payment default during (in 000’s, except for the number of contracts)

		For the nine-month		For the three-month
		period ended		period ended
		September 30, 2011		September 30, 2011
Number of contracts		1		-
Recorded investment amount	$	2,053	$	-

Derivative Instruments and Hedging Activities

The Company uses derivative financial instruments for risk management purposes to hedge against specific interest rate risk, foreign currency exchange rates, equity market conditions, and to alter exposure arising from mismatches between assets and liabilities.  Derivative instruments are recorded in the condensed consolidated balance sheets at fair value and are presented as assets or liabilities.

The Company does not employ hedge accounting.  The Company believes that its derivatives provide economic hedges and the cost of formally documenting hedge effectiveness in accordance with the provisions of FASB ASC Topic 815 is not justified.  As a result, all changes in the fair value of derivatives are recorded in the current period operations as a component of net derivative income or loss.

Credit enhancements such as collateral are used to improve the credit risk of longer term derivative contracts.

It is common, and the Company’s preferred practice, for the parties to execute a Credit Support Annex (“CSA”) in conjunction with the International Swaps and Derivatives Association Master Agreement.  Under a CSA, collateral is passed between the parties to mitigate the market contingent counterparty risk inherent in outstanding positions.

The primary types of derivatives held by the Company include interest rate and foreign currency swap agreements, swaptions, futures, call/put options, foreign currency forwards and embedded derivatives, as described below.

51

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

Derivative Instruments and Hedging Activities (continued)

Swap Agreements

As a component of its investment strategy, the Company utilizes swap agreements.  Swap agreements are agreements to exchange with a counterparty a series of cash flow payments at pre-determined intervals and are based upon or calculated by reference to changes in specified interest rates (fixed or floating) or foreign currency exchange rates.  Typically, no cash is exchanged at the outset of the contract and no principal payments are made by either party, except on certain foreign currency swaps.  A single net payment is usually made by one counterparty at pre-determined dates.  The net payment is recorded as a component of net derivative income (loss) in the condensed consolidated statement of operations.

Interest rate swaps are generally used to change the character of cash flows (e.g., fixed payments to floating rate payments) for duration matching purposes and to manage exposures to changes in the risk-free interest rate.

Foreign currency swaps are utilized as an economic hedge against changes in foreign currencies associated with certain non-U.S. dollar denominated cash flows.

On September 6, 2006, the Company entered into an agreement with the CARS Trust, whereby the Company is the sole beneficiary.  Refer to Note 5 for additional information on the CARS Trust.

Swaptions

The Company may utilize swaptions to hedge exposure to interest rate risk.  Swaptions give the buyer the option to enter into an interest rate swap per the terms of the original swaption agreement.  A premium is paid on settlement date and no further cash transactions occur until the positions settle or expire.  At expiration, the swaption either cash settles for value, settles into an interest rate swap, or expires worthless per the terms of the original swaption agreement.  At September 30, 2011, the Company did not have any position in swaptions.

Futures

Futures contracts, both long and short, are entered into for purposes of hedging liabilities on fixed index and variable annuity products containing guaranteed minimum death benefits (“GMDB”) and guaranteed minimum living benefit features, with cash flows based on changes in equity indices.  Certain futures also are utilized to hedge interest rate risk associated with these products.  On the trade date, an initial cash margin is exchanged.  Daily cash is exchanged to settle the daily variation margin.

Call/Put Options

In addition to short futures, the Company also utilizes listed put options on major indices to hedge against stock market exposure inherent in the guaranteed minimum death benefit and living benefit features of the Company's variable annuities.  Unlike futures, however, these options require initial cash outlays. The Company also purchases listed and over-the-counter (“OTC”) call options on major indices to economically hedge its obligations under certain fixed annuity contracts, as well as enhance income on the underlying assets.  On the trade date, an initial cash margin is exchanged for listed options.  Daily cash is exchanged to settle the daily variation margin.

Foreign Currency Forwards

A foreign currency forward is an agreement between two parties to buy and sell currencies at the current market rate, for settlement at a specified future date.  Foreign currency forwards are utilized as an economic hedge against changes in foreign currencies associated with certain non-U.S. dollar denominated cash flows.

52

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

Derivative Instruments and Hedging Activities (continued)

Embedded Derivatives

The Company performs a quarterly analysis of its new contracts, agreements and financial instruments for embedded derivatives.  No embedded derivatives require bifurcation from financial assets.  However, the Company issues certain annuity contracts and enters into reinsurance agreements that contain derivatives embedded in the contract.  Upon issuing the contract, the embedded derivative is separated from the host contract (annuity contract or reinsurance agreement) and is carried at fair value.  Refer to Note 6 for further information regarding derivatives embedded in reinsurance contracts; refer to Note 8 for further information regarding derivatives embedded in annuity contracts.

The following is a summary of the Company’s derivative positions:

	At September 30, 2011			At December 31, 2010
	Number of   Contracts	Principal Notional (2)		Number of   Contracts	Principal Notional (2)
Interest rate swaps	79	$	5,062,500	70	$	5,443,500
Currency swaps	4		47,500	7		349,460
Credit default swaps	1		37,400	1		37,400
Currency forwards	18		28,441	36		44,149
Swaptions	-		-	1		350,000
Futures (1)	(46,933)		4,180,087	(25,669)		2,918,839
Index call options	7,450		1,337,510	9,604		1,858,109
Index put options	4,850		548,739	4,100		515,632
Total		$	11,242,177		$	11,517,089

(1)Amount represents primarily the Company’s net short positions.

(2) In thousands.

53

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

Derivative Instruments and Hedging Activities (continued)

With the exception of embedded derivatives, all derivatives are carried at fair value in derivative instruments – receivable or derivative instruments – payable in the Company’s condensed consolidated balance sheets.  Embedded derivatives related to reinsurance agreements and annuity contracts are carried at fair value in contractholder deposit funds and other policy liabilities in the Company’s condensed consolidated balance sheets.  The following is a summary of the Company’s derivative asset and liability positions by primary risk exposure (in 000’s).

	At September 30, 2011				At December 31, 2010
	Asset Derivatives       Fair Value (a)		Liability Derivatives       Fair Value (a)		Asset Derivatives    Fair Value (a)		Liability Derivatives       Fair Value (a)
Interest rate contracts	$	381,316	$	317,501	$	97,060	$	329,214
Foreign currency contracts		2,249		2,031		32,504		3,878
Equity contracts		63,933		-		59,397		-
Credit contracts		-		26,748		-		27,341
Futures contracts (b)		79,711		2,454		9,103		1,590
Total derivative instruments		527,209		348,734		198,064		362,023
Embedded derivatives (c)		-		1,429,216		2,896		178,069
Total	$	527,209	$	1,777,950	$	200,960	$	540,092

(a) Amounts are presented without consideration of cross-transaction netting and collateral.

(b) Futures contracts include interest rate, equity price and foreign currency exchange risks.

(c) Embedded derivatives expose the Company to a combination of credit, interest rate and equity price risks.

All realized and unrealized derivative gains and losses are recorded in net derivative loss in the Company’s condensed consolidated statements of operations.  The following is a summary of the Company’s realized and unrealized gains (losses) by derivative type (in 000’s):

		For the nine-month periods ended September 30,				For the three-month periods ended September 30,
		2011		2010		2011		2010
Interest rate contracts	$	212,124	$	(96,191)	$	204,039	$	(17,522)
Foreign currency contracts		(46,711)		(7,480)		(42,423)		(2,055)
Equity contracts		(27,213)		(32,856)		(23,047)		(18,844)
Credit contracts		593		3,716		(4,185)		3,093
Futures contracts		394,330		(9,531)		508,031		(149,933)
Embedded derivatives		(1,202,188)		(480,722)		(1,203,481)		129,362
Net derivative loss	$	(669,065)	$	(623,064)	$	(561,066)	$	(55,899)

54

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENTS (CONTINUED)

Derivative Instruments and Hedging Activities (continued)

Concentration of Credit Risk

Credit risk relates to the uncertainty of an obligor’s continued ability to make timely payments in accordance with the contractual terms of the instrument or contract.  With derivative instruments, the Company is primarily exposed to credit risk through its counterparty relationships.  The Company primarily manages credit risk through policies which address the quality of counterparties, contractual requirements for transacting with counterparties and collateral support agreements, and limitations on counterparty concentrations.  Exposures by counterparty and counterparty credit ratings are monitored closely.  All of the contracts are held with counterparties rated A or higher.  As of September 30, 2011, the Company’s liability positions were linked to a total of 7 counterparties, of which the largest single unaffiliated counterparty payable, net of collateral, had credit exposure of $26.7 million to the Company.  As of September 30, 2011, the Company’s asset positions were linked to a total of 13 counterparties, of which the largest single unaffiliated counterparty receivable, net of collateral, had credit exposure of $3.3 million.

Credit-Related Contingent Features

All derivative transactions are covered under standardized contractual agreements with counterparties all of which include credit-related contingent features.  Certain counterparty relationships also may include supplementary agreements with such tailored terms as additional triggers for early terminations, acceptable practices related to cross transaction netting, or minimum thresholds for determining collateral.

Credit-related triggers include failure to pay or deliver on an obligation past certain grace periods, bankruptcy or the downgrade of credit ratings to below a stipulated level.  These triggers apply to both the Company and its counterparty.  The aggregate value of all derivative instruments with credit risk-related contingent features that were in a liability position at September 30, 2011 and December 31, 2010 was $348.7 million and $362.0 million, respectively.

In the event of an early termination, the Company might be required to accelerate payments to counterparties, up to the current value of its liability positions, offset by the value of previously pledged collateral and cross-transaction netting.  If payments cannot be exchanged simultaneously at early termination, funds also will be held in escrow to facilitate settlement.  If an early termination was triggered on September 30, 2011, the Company would have no net obligation to settle.

If counterparties are unable to meet accelerated payment obligations, the Company also may be exposed to uncollectible asset positions, offset by the value of collateral that has been posted by the Company.

At September 30, 2011, the Company pledged $309.8 million in U.S. Treasury securities as collateral to counterparties.  At September 30, 2011, counterparties pledged to the Company $217.2 million in collateral, comprised of cash and U.S. Treasury securities.

55

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6. REINSURANCE

Reinsurance ceded contracts do not relieve the Company from its obligations to policyholders.  The Company remains liable to its policyholders for the portion reinsured to the extent that any reinsurer does not meet the obligations assumed under the reinsurance agreement.  To minimize its exposure to significant losses from reinsurer insolvencies, the Company regularly evaluates the financial position of its reinsurers and monitors concentrations of credit risk.  Management believes that any liability from this contingency is unlikely.  A brief discussion of the Company’s significant reinsurance agreements by business segment follows.  Refer to Note 3 for additional information on the Company’s operating segments.

Wealth Management Segment

The Wealth Management segment manages a closed block of single premium whole life (“SPWL”) insurance policies, a retirement-oriented tax-advantaged life insurance product.  The Company discontinued sales of the SPWL product in response to certain tax law changes in the 1980s.  The Company had SPWL policyholder balances of $1.3 billion and $1.5 billion at September 30, 2011 and December 31, 2010, respectively.  This entire block of business is reinsured on a funds-withheld basis with SLOC, an affiliate.  Pursuant to this reinsurance agreement, the Company held the following assets and liabilities (in 000’s) at:

	September 30,		December 31,
	2011		2010
Assets
Reinsurance receivable	$	1,341,316	$	1,466,247
Liabilities
Contractholder deposit funds and other policy liabilities		1,349,221		1,478,459
Future contract and policy benefits		1,823		1,823
Reinsurance payable	$	1,416,415	$	1,555,336

The Company manages the investments of the funds-withheld assets, valued at $1.4 billion and $1.6 billion at September 30, 2011 and December 31, 2010, respectively.  The funds-withheld assets are comprised of bonds, mortgage loans, policy loans, derivative instruments, real estate and cash and cash equivalents.  The coinsurance treaty with funds withheld gives rise to an embedded derivative with is required to be separated from the host reinsurance contract.  The change in the fair value of this embedded derivative decreased derivative income by $2.9 million and $14.4 million for the three and nine-month periods ended September 30, 2011, and by $22.5 million and $46.4 million for the three and nine-month periods ended September 30, 2010, respectively.

By reinsuring the SPWL product, the Company (decreased) increased net investment income by $(13.2) million and $67.4 million for the three and nine-month periods ended September 30, 2011, respectively, and by $(22.8) million and $(25.4) million for the three and nine-month periods ended September 30, 2010, respectively.  The Company also (decreased) increased interest credited by $(16.5) million and $68.2 million for the three and nine-month periods ended September 30, 2011, respectively, and by $(17.7) million and $(53.1) million for the three and nine-month periods ended September 30, 2010, respectively.  The net investment income ceded for the three and nine-month periods ended September 30, 2011 was decreased by $0 million and $(121.1) million, respectively, due to an interest rate adjustment processed during the period ended September 30, 2011.  The interest credited ceded for the three and nine-month periods ended September 30, 2011 was increased (decreased) by $2.8 million and $(118.3) million, respectively, due to policy reinstatements and interest rate adjustments processed during the period ended September 30, 2011.  The adjustment was recorded to correct the Company’s prior year policy loan balances that were overstated by $113.3 million due to inaccurate interest rates on certain loan balances related to SPWL policies.  The adjustment did not have any impact on the interest credited and net investment income, net of reinsurances, reported in the Company’s condensed consolidated statement of operations due to the 100% funds-withheld reinsurance agreement with SLOC noted above.  The adjustment also resulted in a $113.3 million decrease in policy loans, contractholder deposit funds and other policy liabilities, reinsurance receivable, and reinsurance payable in the Company’s condensed consolidated balance sheet at September 30, 2011.

56

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6. REINSURANCE (CONTINUED)

Individual Protection Segment

The following are the Company’s significant reinsurance agreements that pertain to the Individual Protection segment:

On February 11, 2009, the Company received regulatory approval and entered into a reinsurance agreement with Sun Life Reinsurance (Barbados) No. 3 Corp. (“BarbCo 3”), an affiliate, to cede all of the risks associated with certain corporate and bank-owned variable universal life and private placement variable universal life business on a combination coinsurance, coinsurance with funds-withheld and a modified coinsurance basis.  Future new business will be ceded under this agreement.

Effective January 1, 2010, the Company and BarbCo 3 amended the agreement to include coverage of certain corporate and bank-owned variable universal life and private placement variable universal life insurance cases sold between December 31, 2009 and March 31, 2010, inclusive.  Reinsurance coverage continued for all cases sold prior to April 1, 2010.  However, cases sold on or after April 1, 2010 have not been reinsured.  This amendment also enabled the Company to discontinue reinsuring a portion of the covered business that was previously reinsured on a modified coinsurance basis, effective April 1, 2010.  The discontinuance of the business reinsured on a modified coinsurance basis did not have a material impact on the Company’s condensed consolidated financial statements.

At the inception of the transaction, BarbCo 3 paid an initial ceding commission to the Company of $41.5 million and the Company recorded a reinsurance payable and related reinsurance receivable of $370.7 million and $329.2 million, respectively.  The reinsurance payable included a funds-withheld liability of $247.9 million and a deferred gain of $122.8 million.  Pursuant to this agreement, the Company held the following assets and liabilities (in 000’s) at:

		September 30,		December 31,
		2011		2010
Assets
Reinsurance receivable	$	447,077	$	419,684
Liabilities
Contractholder deposit funds and other policy liabilities		498,226		465,035
Reinsurance payable	$	432,021	$	432,160

At September 30, 2011 and December 31, 2010, reinsurance payable includes a funds-withheld liability of $325.8 million and $326.9 million, respectively, and a deferred gain of $106.2 million and $105.3 million, respectively.  The funds-withheld assets are managed by the Company and are comprised of bonds, policy loans, stocks, cash and cash equivalents and related accrued income, totaling $332.4 million and $357.2 million as of September 30, 2011 and December 31, 2010, respectively.  The funds-withheld coinsurance agreement gives rise to an embedded derivative which is required to be separated from the host reinsurance contract.  At September 30, 2011 and December 31, 2010, the fair value of the embedded derivative increased contractholder deposit funds and other policy liabilities by $29.2 million and $24.1 million, respectively.

The change in fair value of the embedded derivative reduced derivative income by $6.2 million and $5.0 million for the three and nine-month periods ended September 30, 2011, respectively, and by the $1.0 million and $4.2 million for the three and nine-month periods ended September 30, 2010, respectively.  In addition, during the three and nine-month periods ended September 30, 2011, the reinsurance agreement decreased revenues by $17.3 million and $37.3 million, respectively, and decreased expenses by $6.3 million and $23.0 million, respectively.  During the three and nine-month periods ended September 30, 2010, the reinsurance agreement decreased revenues by $6.2 million and $22.5 million, respectively, and decreased expenses by $18.8 million and $41.5 million, respectively.

57

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6. REINSURANCE (CONTINUED)

Individual Protection Segment (continued)

Effective December 31, 2007, the Company’s subsidiary, SLNY, entered into a reinsurance agreement with SLOC pursuant to which SLOC funds a portion of the statutory reserves (“AXXX reserves”) required by New York Regulation 147, which is substantially similar to Actuarial Guideline 38, as adopted by the NAIC, attributable to certain individual universal life (“UL”) policies sold by SLNY.  Under this agreement, SLNY ceded, and SLOC assumed, on a funds-withheld 90% coinsurance basis certain in-force policies at December 31, 2007.  Future new business also will be reinsured under this agreement.  Pursuant to this agreement, SLNY held the following assets and liabilities at (in 000’s):

		September 30,		December 31,
		2011		2010
Assets
Reinsurance receivable	$	147,469	$	133,088
Liabilities
Contractholder deposit funds and other policy liabilities		135,627		104,795
Future contract and policy benefits		28,544		21,662
Reinsurance payable	$	226,585	$	225,387

Reinsurance payable includes a funds-withheld liability of $184.8 million and $172.8 million at September 30, 2011 and December 31, 2010, respectively, and a deferred gain of $41.5 million and $52.6 million at September 30, 2011 and December 31, 2010, respectively.  The funds-withheld assets are managed by the Company and are comprised of trading fixed maturity securities, policy loans, stocks, mortgage loans and related accrued income, totaling $184.7 million and $176.7 million as of September 30, 2011 and December 31, 2010, respectively.  The coinsurance treaty with funds withheld gives rise to an embedded derivative which is requiring to be separated from the host reinsurance contract.  The fair value of the embedded derivative increased contractholder deposit funds and other policy liabilities by $27.4 million and $3.2 million at September 30, 2011 and December 31, 2010, respectively.

The change in fair value of this embedded derivative decreased derivative income by $24.7 million and $24.2 million for the three and nine-month periods ended September 30, 2011, respectively, and $4.3 million and $13.3 million for the three and nine-month periods ended September 30, 2010, respectively.  In addition, the activities related to the reinsurance agreement have decreased revenues by $28.0 million and $39.6 million for the three and nine-month periods ended September 30, 2011, respectively, and $11.9 million and $32.1 million for the three and nine-month periods ended September 30, 2010, respectively.  This agreement also decreased benefits and expenses by $15.8 million and $21.5 million for the three and nine-month periods ended September 30, 2011, respectively, and $13.3 million and $27.1 million for the three and nine-month periods ended September 30, 2010, respectively.

The Company has other reinsurance agreements with SLOC and several unrelated companies, which provide reinsurance for portions of the net-amount-at-risk under certain individual variable universal life, individual private placement variable universal life, bank-owned life insurance (“BOLI”) and corporate-owned life insurance (“COLI”) policies.  These amounts are reinsured on a monthly renewable term, a yearly renewable term or a modified coinsurance basis.  These other agreements decreased revenues by $27.5 million and $69.9 million for the three and nine-month periods ended September 30, 2011, respectively, and $26.8 million and $107.1 million for the three and nine-month periods ended September 30, 2010, respectively.  These agreements also decreased expenses by $21.9 million and $59.0 million for the three and nine-month periods ended September 30, 2011, respectively, and $26.3 million and $107.6 million for the three and nine-month periods ended September 30, 2010, respectively.

58

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6. REINSURANCE (CONTINUED)

Group Protection Segment

SLNY has several reinsurance agreements with unrelated companies whereby the unrelated companies reinsure the mortality and morbidity risks of certain of the SLNY’s group insurance contracts.

SLNY also has a reinsurance agreement, effective May 31, 2007, to assume the net risks of the New York issued contracts of Sun Life and Health Insurance Company (U.S.) (“SLHIC”), an affiliate.  At September 30, 2011 and December 31, 2010, SLNY held policyholder liabilities related to this agreement of $25.2 million and $28.6 million, respectively.  In addition, the reinsurance agreement increased revenues by $10.4 million and $31.9 million for the three and nine-month periods ended September 30, 2011, respectively, and by $9.8 million and $34.4 million for the three and nine-month periods ended September 30, 2010, respectively.  This agreement also increased benefits and expenses by $4.5 million and $21.6 million for the three and nine-month periods ended September 30, 2011, respectively, and by $12.6 million and $35.2 million for the three and nine-month periods ended September 30, 2010, respectively.

7. COMMITMENTS AND CONTINGENCIES

Guaranty Funds

Under insurance guaranty fund laws in each state, the District of Columbia and Puerto Rico, insurers licensed to do business can be assessed by state insurance guaranty associations for certain obligations of insolvent insurance companies to policyholders and claimants.  Most of these laws do provide, however, that an assessment may be excused or deferred if it would threaten an insurer's solvency and further provide annual limits on such assessments.  Part of the assessments paid by the Company pursuant to these laws may be used as credits for a portion of the associated premium taxes.

Income Taxes

In Revenue Ruling 2007-61, issued on September 25, 2007, the Internal Revenue Service (“IRS”) announced its intention to issue regulations with respect to certain computational aspects of the dividends-received-deduction (the “DRD”) on separate account assets held in connection with variable annuity contracts.  Revenue Ruling 2007-61 suspended Revenue Ruling 2007-54, issued on August 16, 2007, that purported to change accepted industry and IRS interpretations of the statutes governing computational questions impacting the DRD.  On May 30, 2010, the IRS issued an Industry Director Directive which makes clear that IRS interpretations prior to Revenue Ruling 2007-54 should be followed until new regulations are issued.  New DRD regulations that the IRS proposes for issuance on this matter will be subject to public comment, at which time the insurance industry and other interested parties will have the opportunity to raise comments and questions about the content, scope and application of new regulations.  The timing, substance and effective date of the new regulations are unknown, but they could result in the elimination of some or all of the separate account DRD tax benefit that the Company ultimately receives.   The Company recorded benefits (provisions) of $3.7 million and $11.1 million for the three and nine-month periods ended September 30, 2011, respectively, and $(0.4) million and $7.8 million for the three and nine-month periods ended September 30, 2010, respectively, related to the separate account DRD.  The amounts recorded for the three and nine-month periods ended September 30, 2010 included an adjustment of $4.4 million to reflect a reduced run rate of separate account DRD benefits following the filing of the 2009 tax return.  There were no material true-up adjustments for 2010 separate account DRD.

Litigation

The Company and its subsidiaries are parties to threatened or pending legal proceedings, including ordinary routine litigation incidental to their business, both as a defendant and as a plaintiff.  While it is not possible to predict the ultimate resolution of these proceedings, management believes, based upon currently available information, that the ultimate resolution of these matters will not be materially adverse to the Company's financial position, results of operations or cash flows.

Indemnities

In the normal course of its business, the Company has entered into agreements that include indemnities in favor of third parties, such as contracts 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, officers and employees in accordance with the Company’s by-laws.  The Company believes any potential liability under these agreements is neither probable nor estimatable.  Therefore, the Company has not recorded any associated liability.

59

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

8.  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, adjusted for any customer withdrawals, (b) total deposits made on the contract, adjusted for 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, 2011 (in 000’s, except for age data):

Benefit Type	Account Balance		Net Amount at Risk 1		Average Attained Age
Minimum death	$	19,297,218	$	2,617,171	66.3
Minimum income	$	131,908	$	73,141	62.7
Minimum accumulation or withdrawal	$	12,645,258	$	1,033,663	63.8

The table below represents information regarding the Company’s variable annuity contracts with guarantees at December 31, 2010 (in 000’s, except for age data):

Benefit Type	Account Balance		Net Amount at Risk 1		Average Attained Age
Minimum death	$	20,061,043	$	1,742,139	66.0
Minimum income	$	179,878	$	59,322	62.2
Minimum accumulation or withdrawal	$	12,233,731	$	152,571	63.2

1 Net amount at risk represents the excess of the guaranteed benefits over account balance for contracts that have an account value less than the guarantee.

The following roll-forward summarizes the change in reserves for the Company’s GMDB and guaranteed minimum income benefits (“GMIB”) for the nine-month period ended September 30, 2011 (in 000’s):

	Guaranteed Minimum Death Benefit		Guaranteed Minimum Income Benefit		Total
Balance at December 31, 2010	$	123,605	$	14,630	$	138,235
Benefit ratio change / Assumption changes		30,480		(1,655)		28,825
Incurred guaranteed benefits		18,557		873		19,430
Paid guaranteed benefits		(29,356)		(841)		(30,197)
Interest		6,696		682		7,378
Balance at September 30, 2011	$	149,982	$	13,689	$	163,671

60

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

8.  LIABILITIES FOR CONTRACT GUARANTEES (CONTINUED)

The following roll-forward summarizes the change in reserves for the Company’s GMDB and GMIB for the nine-month period ended September 30, 2010 (in 000’s):

	Guaranteed Minimum Death Benefit		Guaranteed Minimum Income Benefit		Total
Balance at December 31, 2009	$	96,267	$	10,058	$	106,325
Benefit ratio change / Assumption changes		40,494		8,789		49,283
Incurred guaranteed benefits		22,498		1,161		23,659
Paid guaranteed benefits		(28,465)		(2,898)		(31,363)
Interest		5,766		533		6,299
Balance at September 30, 2010	$	136,560	$	17,643	$	154,203

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 contract guarantees are developed using a projection model and stochastic scenarios.  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 is re-calculated and adjusted regularly.  Changes to the liability balance are recorded as a charge or credit to policyowner benefits.

GMABs and GMWBs are considered to be derivatives under FASB ASC Topic 815 and are recorded at fair value through earnings.  The Company incorporates actively-managed volatility adjustments, a credit standing adjustment, and a behavior risk margin in its calculation of the embedded derivative.  The net balance of GMABs and GMWBs constituted a liability in the amount of $1,229.3 million and $2.3 million at September 30, 2011 and December 31, 2010, respectively.  The Company records GMAB and GMWB assets or liabilities in its condensed consolidated balance sheets as part of contractholder deposit funds and other policy liabilities.

61

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

9. INCOME TAXES

The Company accounts for current and deferred income taxes and recognizes reserves for income taxes in accordance with FASB ASC Topic 740, “Income Taxes.”

Under the applicable asset and liability method for recording deferred income taxes, deferred taxes are recognized when assets and liabilities have different values for financial statement and tax reporting purposes, using enacted tax rates in effect for the year in which the differences are expected to reverse.  The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company’s net deferred tax asset at September 30, 2011 was comprised of gross deferred tax assets and gross deferred tax liabilities.  The gross deferred tax assets are primarily related to unrealized investment security losses, actuarial liabilities and net operating loss (“NOL”) carryforwards, as well as capital loss carryforwards.  If not utilized, the NOL carryforwards and the capital loss carryforwards will begin to expire in 2023 and 2014, respectively.  The Company’s net deferred tax asset was $151.4 million and $394.3 million at September 30, 2011 and December 31, 2010, respectively.

The Company performs the required recoverability (realizability) test in terms of its ability to realize its recorded net deferred tax assets.  In making this determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations.  In projecting future taxable income and sources of capital gains, the Company utilizes historical and current operating results and incorporates assumptions including the amount of future federal and state pre-tax operating income, the reversal of temporary differences, and the implementation of prudent and feasible tax planning strategies.

As of September 30, 2011, no valuation allowance was recorded against deferred tax assets for investment losses.  The Company believes that it is more likely than not that the deferred tax assets related to the impairment losses will be realized due to tax planning strategies related to certain mortgage-backed securities, the Company’s intent and ability to hold the related investment securities to maturity, and other tax planning strategies.  For the remaining unrealized investment losses, the Company believes that it is more likely than not that the related deferred tax assets will be realized due to the Company’s intent and ability to hold the related investment securities to recovery of amortized cost.

10. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The following condensed consolidating financial statements are provided in compliance with Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”) and in accordance with SEC Rule 12h-5.

The Company’s wholly-owned subsidiary, SLNY, sells, among other products, combination fixed and variable annuity contracts (the “Contracts”) in the State of New York.  The Contracts contain a fixed investment option, where interest is paid at a guaranteed rate for a specified period of time, and withdrawals made before the end of the specified period may be subject to a market value adjustment that can increase or decrease the amount of the withdrawal proceeds (the “fixed investment option period”).  Effective September 27, 2007, the Company provided a full and unconditional guarantee (the “guarantee”) of SLNY’s obligation related to the fixed investment option period related to Contracts currently in-force or sold on or after that date.  The guarantee relieves SLNY of its obligation to file annual, quarterly, and current reports with the SEC on Form 10-K, Form 10-Q, and Form 8-K.

62

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

In the following presentation of condensed consolidating financial statements, the term “SLUS as Parent” is used to denote the Company as a stand alone entity, isolated from its subsidiaries, and the term “Other Subs” is used to denote the Company's other subsidiaries, with the exception of SLNY.  All condensed consolidating financial statements are presented in thousands.

Condensed Consolidating Statements of Operations

For the nine-month period ended September 30, 2011

	SLUS as Parent		SLNY		Other Subs		Eliminations & Reclassification		Consolidated Company
Revenues
Premiums and annuity considerations	$	15,205	$	88,815	$	-	$	-	$	104,020
Net investment income (1)		518,152		89,986		2,525		-		610,663
Net derivative loss		(563,342)		(105,723)		-		-		(669,065)
Net realized investment gains (losses), excluding impairment l osses on available-for-sale   securities		15,703		(334)		(793)		-		14,576
Other-than-temporary impairment losses		(71)		-		-		-		(71)
Fee and other income		421,761		36,769		10,259		-		468,789
Total revenues		407,408		109,513		11,991		-		528,912
Benefits and Expenses
Interest credited		222,622		40,020		765		-		263,407
Interest expense		33,275		-		-		-		33,275
Policyowner benefits		9,019		48,205		231		-		57,455
Amortization of DAC, VOBA and VOCRA		(655,537)		(28,464)		-		-		(684,001)
Other operating expenses		216,430		34,954		9,900		-		261,284
Total benefits and expenses		(174,191)		94,715		10,896		-		(68,580)
Income before income tax expense		581,599		14,798		1,095		-		597,492
Income tax expense		190,391		4,212		217		-		194,820
Equity in the net income of subsidiaries		11,464		-		-		(11,464)		-
Net income	$	402,672	$	10,586	$	878	$	(11,464)	$	402,672

 (1) SLUS as Parent’s, SLNY’s and Other Subs’ net investment income includes an increase in market value of trading investments of $116.6 million, $28.1 million and $0.0 million, respectively, for the nine-month period ended September 30, 2011, for securities still held at the reporting date.

63

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

Condensed Consolidating Statements of Operations

For the nine-month period ended September 30, 2010

	SLUS as Parent		SLNY		Other Subs		Eliminations & Reclassification		Consolidated Company
Revenues
Premiums and annuity considerations	$	12,401	$	87,986	$	-	$	-	$	100,387
Net investment income (1)		1,202,835		128,179		2,973		-		1,333,987
Net derivative loss		(580,666)		(42,398)		-		-		(623,064)
Net realized investment gains (losses), excluding impairment losses on available-for-sale   securities		17,468		(279)		(330)		-		16,859
Other-than-temporary impairment losses		(735)		(150)		-		-		(885)
Fee and other income		342,657		11,866		7,001		-		361,524
Total revenues		993,960		185,204		9,644		-		1,188,808
Benefits and Expenses
Interest credited		263,861		44,133		699		-		308,693
Interest expense		39,589		(72)		-		-		39,517
Policyowner benefits		80,136		63,363		174		-		143,673
Amortization of DAC, VOBA and VOCRA		119,133		58,301		-		-		177,434
Other operating expenses		199,652		30,028		6,667		-		236,347
Total benefits and expenses		702,371		195,753		7,540		-		905,664
Income (loss) before income tax expense (benefit)		291,589		(10,549)		2,104		-		283,144
Income tax expense (benefit)		94,867		(4,391)		612		-		91,088
Equity in the net loss of subsidiaries		(4,666)		-		-		4,666		-
Net income (loss)	$	192,056	$	(6,158)	$	1,492	$	4,666	$	192,056

(1)SLUS as Parent’s, SLNY’s and Other Subs’ net investment income includes an increase in market value of trading investments of $686.5 million, $62.3 million and $0.0 million, respectively, for the nine-month period ended September 30, 2010, for securities still held at the reporting date.

64

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

Condensed Consolidating Statements of Operations

For the three-month period ended September 30, 2011

		SLUS as Parent		SLNY		Other Subs		Eliminations & Reclassification		Consolidated Company
Revenues
Premiums and annuity considerations	$	3,560	$	29,913	$	-	$	-	$	33,473
Net investment income (1)		40,411		32,970		552		-		73,933
Net derivative loss		(453,294)		(107,772)		-		-		(561,066)
Net realized investment (losses) gains, excluding impairment losses on available-for-sale  securities		(8,838)		1,049		(709)		-		(8,498)
Other-than-temporary impairment losses		-		-		-		-		-
Fee and other income		139,682		20,354		3,580		-		163,616
Total revenues		(278,479)		(23,486)		3,423		-		(298,542)
Benefits and Expenses
Interest credited		65,601		13,409		242		-		79,252
Interest expense		10,674		-		-		-		10,674
Policyowner benefits		(27,983)		5,878		69		-		(22,036)
Amortization of DAC, VOBA and VOCRA		(883,470)		(37,996)		-		-		(921,466)
Other operating expenses		69,977		11,670		3,443		-		85,090
Total benefits and expenses		(765,201)		(7,039)		3,754		-		(768,486)
Income (loss) before income tax expense (benefit)		486,722		(16,447)		(331)		-		469,944
Income tax expense (benefit)		165,661		(6,381)		(209)		-		159,071
Equity in the net loss of subsidiaries		(10,188)		-		-		10,188		-
Net income (loss)	$	310,873	$	(10,066)	$	(122)	$	10,188	$	310,873

(1)   SLUS as parent’s, SLNY’s and Other Subs’ net investment income includes a (decrease) increase in the market value of trading investments of $(80.1) million, $14.2 million and $0.0 million, respectively, for the three-month period ended September 30, 2011, for securities still held at the reporting date.

65

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

Condensed Consolidating Statements of Operations

For the three-month period ended September 30, 2010

		SLUS as Parent		SLNY		Other Subs		Eliminations & Reclassification		Consolidated Company
Revenues
Premiums and annuity considerations	$	4,094	$	28,051	$	-	$	-	$	32,145
Net investment income (1)		431,199		49,875		1,466		-		482,540
Net derivative (loss) income		(60,482)		4,583		-		-		(55,899)
Net realized investment gains (losses), excluding impairment losses on available-for-sale  securities		1,086		(879)		313		-		520
Other-than-temporary impairment losses		-		-		-		-		-
Fee and other income		124,315		(1,633)		2,614		-		125,296
Total revenues		500,212		79,997		4,393		-		584,602
Benefits and Expenses
Interest credited		112,508		19,122		252		-		131,882
Interest expense		13,094		(29)		-		-		13,065
Policyowner benefits		9,053		17,989		54		-		27,096
Amortization of DAC, VOBA and VOCRA		413,840		16,826		-		-		430,666
Other operating expenses		63,505		10,519		2,530		-		76,554
Total benefits and expenses		612,000		64,427		2,836		-		679,263
(Loss) income before income tax (benefit) expense		(111,788)		15,570		1,557		-		(94,661)
Income tax (benefit) expense		(35,751)		5,020		465		-		(30,266)
Equity in the net income of subsidiaries		11,642		-		-		(11,642)		-
Net (loss) income	$	(64,395)	$	10,550	$	1,092	$	(11,642)	$	(64,395)

(1)   SLUS as parent’s, SLNY’s and Other Subs’ net investment income includes an increase in the market value of trading investments of $271.4million, $27.4 million and $0.0 million, respectively, for the three-month period ended  September 30, 2010, for securities still held at the reporting date.

66

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

Condensed Consolidating Balance Sheets at September 30, 2011

	SLUS  as Parent		SLNY		Other   Subs		Eliminations & Reclassification		Consolidated   Company
ASSETS
Investments
Available-for-sale fixed maturity securities at fair value	$	1,317,351	$	271,119	$	69,721	$	-	$	1,658,191
Trading fixed maturity securities at fair value		8,960,301		1,595,651		-		-		10,555,952
Mortgage loans		1,331,988		158,340		24,111		-		1,514,439
Derivative instruments – receivable		527,209		-		-		-		527,209
Limited partnerships		39,384		-		-		-		39,384
Real estate		193,538		-		31,786		-		225,324
Policy loans		587,571		1,106		19,858		-		608,535
Other invested assets		24,823		4,795		-		-		29,618
Short-term investments		135,121		1,999		-		-		137,120
Cash and cash equivalents		866,847		55,549		14,950		-		937,346
Investment in subsidiaries		573,799		-		-		(573,799)		-
Total investments and cash		14,557,932		2,088,559		160,426		(573,799)		16,233,118
Accrued investment income		159,015		22,461		1,487		-		182,963
Deferred policy acquisition costs and sales inducement asset		2,493,061		159,296		-		-		2,652,357
Value of business and customer renewals acquired		118,647		3,648		-		-		122,295
Net deferred tax asset		135,725		11,188		4,451		-		151,364
Goodwill		-		7,299		-		-		7,299
Receivable for investments sold		5,407		196		13		-		5,616
Reinsurance receivable		2,088,134		162,433		127		-		2,250,694
Other assets		109,346		33,827		1,593		(4,201)		140,565
Separate account assets		25,023,446		1,278,632		35,713		-		26,337,791
Total assets	$	44,690,713	$	3,767,539	$	203,810	$	(578,000)	$	48,084,062
LIABILITIES
Contractholder deposit funds and other policy liabilities	$	12,109,176	$	1,620,182	$	23,620	$	-	$	13,752,978
Future contract and policy benefits		745,056		127,110		278		-		872,444
Payable for investments purchased		19,274		44		-		-		19,318
Accrued expenses and taxes		38,205		5,283		2,776		(4,201)		42,063
Debt payable to affiliates		683,000		-		-		-		683,000
Reinsurance payable		1,856,419		239,555		37		-		2,096,011
Derivative instruments – payable		348,734		-		-		-		348,734
Other liabilities		305,272		49,608		14,713		(1)		369,592
Separate account liabilities		25,023,446		1,278,632		35,713		-		26,337,791
Total liabilities	$	41,128,582	$	3,320,414	$	77,137	$	(4,202)	$	44,521,931
STOCKHOLDER’S EQUITY
Common stock	$	6,437	$	2,100	$	2,542	$	(4,642)	$	6,437
Additional paid-in capital		3,929,210		389,963		102,620		(492,583)		3,929,210
Accumulated other comprehensive income		52,444		10,088		3,166		(13,254)		52,444
(Accumulated deficit) retained earnings		(425,960)		44,974		18,345		(63,319)		(425,960)
Total stockholder’s equity		3,562,131		447,125		126,673		(573,798)		3,562,131
Total liabilities and stockholder’s equity	$	44,690,713	$	3,767,539	$	203,810	$	(578,000)	$	48,084,062

67

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

Consolidating Balance Sheets at December 31, 2010

	SLUS  as Parent		SLNY		Other  Subs		Eliminations & Reclassification		Consolidated   Company
ASSETS
Investments
Available-for-sale fixed maturity securities at fair value	$	1,193,875	$	246,944	$	55,104	$	-	$	1,495,923
Trading fixed maturity securities at fair value		9,911,284		1,555,834		-		-		11,467,118
Mortgage loans		1,531,545		176,518		29,465		-		1,737,528
Derivative instruments – receivable		198,064		-		-		-		198,064
Limited partnerships		41,622		-		-		-		41,622
Real estate		161,800		-		52,865		-		214,665
Policy loans		695,607		1,217		20,584		-		717,408
Other invested assets		19,588		7,868		-		-		27,456
Short-term investments		813,745		18,994		-		-		832,739
Cash and cash equivalents		647,579		72,978		15,766		-		736,323
Investment in subsidiaries		559,344		-		-		(559,344)		-
Total investments and cash		15,774,053		2,080,353		173,784		(559,344)		17,468,846
Accrued investment income		165,841		21,130		1,815		-		188,786
Deferred policy acquisition costs and sales inducement asset		1,571,768		110,791		-		-		1,682,559
Value of business and customer renewals acquired		130,546		4,439		-		-		134,985
Net deferred tax asset		378,078		12,057		4,162		-		394,297
Goodwill		-		7,299		-		-		7,299
Receivable for investments sold		5,166		162		-		-		5,328
Reinsurance receivable		2,184,487		162,522		77		-		2,347,086
Other assets		93,755		31,729		2,918		(2,873)		125,529
Separate account assets		25,573,382		1,265,464		41,575		-		26,880,421
Total assets	$	45,877,076	$	3,695,946	$	224,331	$	(562,217)	$	49,235,136
LIABILITIES
Contractholder deposit funds and other policy liabilities	$	12,991,306	$	1,577,556	$	24,366	$	-	$	14,593,228
Future contract and policy benefits		732,368		116,946		200		-		849,514
Payable for investments purchased		44,723		104		-		-		44,827
Accrued expenses and taxes		49,224		4,612		1,665		(2,873)		52,628
Debt payable to affiliates		783,000		-		-		-		783,000
Reinsurance payable		1,995,083		236,718		34		-		2,231,835
Derivative instruments – payable		362,023		-		-		-		362,023
Other liabilities		193,363		66,118		25,575		-		285,056
Separate account liabilities		25,573,382		1,265,464		41,575		-		26,880,421
Total liabilities		42,724,472		3,267,518		93,415		(2,873)		46,082,532
STOCKHOLDER’S EQUITY
Common stock	$	6,437	$	2,100	$	2,542	$	(4,642)	$	6,437
Additional paid-in capital		3,928,246		389,963		108,450		(498,413)		3,928,246
Accumulated other comprehensive income		46,553		1,977		1,707		(3,684)		46,553
(Accumulated deficit) retained earnings		(828,632)		34,388		18,217		(52,605)		(828,632)
Total stockholder’s equity		3,152,604		428,428		130,916		(559,344)		3,152,604
Total liabilities and stockholder’s equity	$	45,877,076	$	3,695,946	$	224,331	$	(562,217)	$	49,235,136

68

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

Condensed Consolidating Statements of Cash Flow

For the nine-month period ended September 30, 2011

	SLUS  as Parent		SLNY		Other  Subs		Eliminations & Reclassification		Consolidated   Company
Cash Flows From Operating Activities:
Net income	$	402,672	$	10,586	$	878	$	(11,464)	$	402,672
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Net amortization of premiums on investments		27,892		5,176		782		-		33,850
Amortization of DAC, VOBA and VOCRA		(655,537)		(28,464)		-		-		(684,001)
Depreciation and amortization		7,396		233		772		-		8,401
Net losses on derivatives		533,354		105,723		-		-		639,077
Net realized (gains) losses and OTTI credit losses on available-for-sale investments		(15,632)		334		793		-		(14,505)
Net increase in fair value of trading investments		(116,572)		(28,131)		-		-		(144,703)
Net realized losses (gains) on trading investments		30,960		(4,990)		-		-		25,970
Undistributed gains on private equity limited partnerships		(5,597)		-		-		-		(5,597)
Interest credited to contractholder deposits		222,622		40,020		765		-		263,407
Deferred federal income taxes		244,334		(3,498)		(1,075)		-		239,761
Equity in net income of subsidiaries		(11,464)		-		-		11,464		-
Changes in assets and liabilities:
Additions to DAC, SIA, VOBA and VOCRA		(243,870)		(19,250)		-		-		(263,120)
Accrued investment income		6,826		(1,331)		328		-		5,823
Net change in reinsurance receivable/payable		21,544		6,613		(47)		-		28,110
Future contract and policy benefits		12,688		10,164		78		-		22,930
Other, net		94,256		(8,035)		(8,489)		-		77,732
Net cash provided by (used in) operating activities		555,872		85,150		(5,215)		-		635,807
Cash Flows From Investing Activities:
Sales, maturities and repayments of:
Available-for-sale fixed maturity securities		335,437		47,588		25,494		-		408,519
Trading fixed maturity securities		2,213,176		303,657		-		-		2,516,833
Mortgage loans		181,898		18,096		7,853		(14,937)		192,910
Real Estate transfer to Parent from Subs		(29,210)		-		29,210		-		-
Other invested assets (1)		293,267		1,447		-		-		294,714
Purchases of:
Available-for-sale fixed maturity securities		(429,991)		(58,450)		(35,499)		-		(523,940)
Trading fixed maturity securities		(1,236,827)		(314,182)		-		-		(1,551,009)
Mortgage loans		(3,538)		(550)		(13,556)		12,624		(5,020)
Real estate		(9,599)		-		(1,789)		2,313		(9,075)
Other invested assets (2)		(48,356)		-		-		-		(48,356)
Net change in other investments		-		-		-		-		-
Net change in policy loans		(3,832)		111		726		-		(2,995)
Net change in short-term investments		678,624		16,995		-		-		695,619
Net cash provided by investing activities	$	1,941,049	$	14,712	$	12,439	$	-	$	1,968,200

Continued on next page

(1) SLUS as parent’s sale of other invested assets includes $278.7 million related to settlement of derivative instruments during the nine-month period ended September 30, 2011.

(2) SLUS as parent’s purchase of other invested assets include $(47.3) million related to issuances of derivative instruments during the nine-month period ended September 30, 2011.

69

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

Condensed Consolidating Statements of Cash Flow (continued)

For the nine-month period ended September 30, 2011

	SLUS  as Parent		SLNY		Other  Subs		Eliminations & Reclassification		Consolidated  Company
Cash Flows From Financing Activities:
Additions to contractholder deposit funds	$	689,997	$	83,440	$	-	$	-	$	773,437
Withdrawals from contractholder deposit funds		(2,863,912)		(190,244)		(1,511)		-		(3,055,667)
Repayment of debt		(100,000)		-		-		-		(100,000)
Additional capital contributed to subsidiaries		(23,888)		-		-		23,888		-
Return of capital from Subsidiaries		30,467		-		-		(30,467)		-
Capital contribution from Parent		-		-		23,888		(23,888)		-
Return of capital to Parent		-		-		(30,467)		30,467		-
Other, net		(10,317)		(10,487)		50		-		(20,754)
Net cash used in financing activities		(2,277,653)		(117,291)		(8,040)		-		(2,402,984)
Net change in cash and cash equivalents		219,268		(17,429)		(816)		-		201,023
Cash and cash equivalents, beginning of period		647,579		72,978		15,766		-		736,323
Cash and cash equivalents, end of period	$	866,847	$	55,549	$	14,950	$	-	$	937,346

70

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

Condensed Consolidating Statements of Cash Flow

For the nine-month period ended September 30, 2010

	SLUS  as Parent		SLNY		Other   Subs		Eliminations & Reclassification		Consolidated   Company
Cash Flows From Operating Activities:
Net income (loss)	$	192,056	$	(6,158)	$	1,492	$	4,666	$	192,056
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net amortization of premiums on investments		16,146		2,996		578		-		19,720
Amortization of DAC, VOBA and VOCRA		119,133		58,301		-		-		177,434
Depreciation and amortization		1,546		234		616		-		2,396
Net losses on derivatives		483,308		42,398		-		-		525,706
Net realized (gains) losses and OTTI credit losses on available-for-sale investments		(16,733)		429		330		-		(15,974)
Net increase in fair value of trading investments		(686,458)		(62,265)		-		-		(748,723)
Net realized losses (gains) on trading investments		44,220		(11,766)		-		-		32,454
Undistributed loss on private equity limited partnerships		399		-		-		-		399
Interest credited to contractholder deposits		263,861		44,133		699		-		308,693
Deferred federal income taxes		136,574		182		200		-		136,956
Equity in net loss of subsidiaries		4,666		-		-		(4,666)		-
Changes in assets and liabilities:
Additions to DAC, SIA, VOBA and VOCRA		(175,325)		(15,700)		-		-		(191,025)
Accrued investment income		28,690		(4,247)		112		-		24,555
Net change in reinsurance receivable/payable		87,991		2,716		25		-		90,732
Future contract and policy benefits		26,324		14,716		(1)		-		41,039
Other, net		77,619		39,274		(1,319)		-		115,574
Net cash provided by operating activities		604,017		105,243		2,732		-		711,992
Cash Flows From Investing Activities:
Sales, maturities and repayments of:
Available-for-sale fixed maturity securities		330,126		38,937		13,737		-		382,800
Trading fixed maturity securities		2,492,639		612,870		(560)		-		3,104,949
Mortgage loans		138,734		8,036		2,683		(30,042)		119,411
Real estate		-		1,000		1,170		(2,170)		-
Other invested assets (1)		(104,102)		815		501		-		(102,786)
Purchases of:
Available-for-sale fixed maturity securities		(557,511)		(102,654)		(15,382)		-		(675,547)
Trading fixed maturity securities		(2,747,460)		(712,640)		-		-		(3,460,100)
Mortgage loans		(43)		(28,441)		(31,171)		30,042		(29,613)
Real estate		(5,293)		-		(379)		2,170		(3,502)
Other invested assets (2)		(47,191)		(333)		-		-		(47,524)
Net change in policy loans		13,580		(1,570)		520		-		12,530
Net change in short-term investments		1,193,277		58,991		-		-		1,252,268
Net cash provided by (used in) investing activities	$	706,756	$	(124,989)	$	(28,881)	$	-	$	552,886

Continued on next page

(1) SLUS as parent’s sale of other invested assets includes $(157.2) million related to settlement of derivative instruments during the nine-month period ended September 30, 2010.

(2) SLUS as parent’s purchase of other invested assets includes $(46.3) million related to issuances of derivative instruments during the nine-month period ended September 30, 2010.

71

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

Condensed Consolidating Statements of Cash Flow (continued)

For the nine-month period ended September 30, 2010

	SLUS as Parent		SLNY		Other   Subs		Eliminations & Reclassification		Consolidated   Company
Cash Flows From Financing Activities:
Additions to contractholder deposit funds	$	826,639	$	136,151	$	-	$	-	$	962,790
Withdrawals from contractholder deposit funds		(2,730,167)		(185,396)		(1,869)		-		(2,917,432)
Repayment of debt		(100,000)		-		-		-		(100,000)
Additional capital contributed to subsidiaries		(30,185)		-		-		30,185		-
Capital contribution from Parent		400,000		-		30,185		(30,185)		400,000
Other, net		(16,610)		(3,363)		206		-		(19,767)
Net cash (used in) provided by financing activities		(1,650,323)		(52,608)		28,522		-		(1,674,409)
Net change in cash and cash equivalents		(339,550)		(72,354)		2,373		-		(409,531)
Cash and cash equivalents, beginning of period		1,616,991		175,322		11,895		-		1,804,208
Cash and cash equivalents, end of period	$	1,277,441	$	102,968	$	14,268	$	-	$	1,394,677

11. GOODWILL

The Company’s goodwill represents the intangible asset related to the transfer of goodwill to SLNY, based on the SLHIC to SLNY asset transfer, effective May 31, 2007.  Goodwill is allocated to the Group Protection segment.  In accordance with FASB ASC Topic 350, “Intangibles-Goodwill and Other,” 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 fourth quarter of 2010 and concluded that these assets were not impaired.

12. SUBSEQUENT EVENTS

On November 10, 2011, the Board of Directors of the Company approved, conditioned upon receipt of the prior approval of the Commissioner of Insurance of the State of Delaware, a distribution of up to $350.0 million on the shares of the Company, to be paid to the Parent in cash in any number of payments on or before December 31, 2011.

72

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

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

Item 2. Management’s Discussion and Analysis of Financial Position and Results of Operations.

Pursuant to General Instruction H(2)(a) of Form 10-Q, the registrant, Sun Life Assurance Company of Canada (U.S.) (the “Company”), elects to omit the Management’s Discussion and Analysis of Financial Position and Results of Operations.  Below is an analysis of the Company’s results of operations that explains material changes in the condensed consolidated statements of operations between the nine-month periods ended September 30, 2011 and September 30, 2010.

Cautionary Statement

This Form 10-Q may include 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 and interest rate 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, including but not limited to those set forth in Part I, Item IA, Risk Factors, in the Company's annual report on Form 10-K for the year ended December 31, 2010.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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 Company has identified the following estimates as critical in that they involve a higher degree of judgment and are subject to a significant degree of variability:

· Deferred policy acquisition costs (“DAC”), including sales inducement asset (“SIA”);

· Value of business acquired (“VOBA”);

· Value of customer renewals acquired (“VOCRA”);

· Fair value of financial instruments;

· Unearned revenue reserves;

· Policy liabilities and accruals;

· Other-than-temporary impairments (“OTTI”) of investments;

· Goodwill valuation;

· Allowance for loan loss;

· Valuation allowance on deferred tax assets; and

· Provisions for income taxes.

In developing these estimates, management makes subjective and complex judgments that are inherently uncertain and subject to material change as facts and circumstances develop.  Although variability is inherent in these estimates, management believes the amounts provided are appropriate based upon the facts available upon compilation of the financial statements.  For discussion of the Company’s critical accounting estimates, see Management’s Discussion and Analysis of Financial Position and Result of Operations in the Company’s annual report on Form 10-K for the year ended December 31, 2010.

73

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

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

RESULTS OF OPERATIONS

Nine-month period ended September 30, 2011 compared to the nine-month period ended September 30, 2010:

Net Income

The Company’s net income was $402.7 million and $192.1 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The significant changes are described below.

REVENUES

Total revenues were $528.9 million and $1,188.8 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The decrease of $659.9 million was primarily due to the following:

Premium and annuity considerations - were $104.0 million and $100.4 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The $3.6 million increase was primarily related to group pension and annuity considerations.

Net investment income - was $610.7 million and $1,334.0 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  Investment income, excluding the mark-to-market of the trading portfolio, net realized losses, limited partnership income and ceded investment income, was $432.3 million and $661.6 millionfor the nine-month periods ended September 30, 2011 and 2010, respectively.  The decrease of $229.3 million during 2011, as compared to 2010, was primarily the result of lower average invested assets, which decreased investment income by $71.1 million, as well as lower average investment yields, which decreased investment income by $158.2 million.

Investment income related to the mark-to-market of the trading portfolio, net realized losses and limited partnership income was $128.9 million and $715.8 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The Company recorded $147.9 million of investment income during the nine-month period ended September 30, 2011, as compared to $748.7 million of investment income during the nine-month period ended September 30, 2010, related to changes in the market value of the trading portfolio during the respective periods.  The $600.8 million decrease in unrealized gains was due primarily to a more significant effect of the widening corporate spreads during the nine-month period ended September 30, 2011 as opposed to a tightening of corporate spreads during the same period in 2010, which resulted in a lower increase in the market value of the Company’s trading portfolio during the nine-month period ended September 30, 2011.  The Company also recognized net realized losses of $(24.6) million and $(32.5) million during the nine-month periods ended September 30, 2011 and 2010, respectively.  The $7.9 million decrease in net realized losses was primarily due to lower write-downs, partially offset by a decrease in realized gains on sales of bonds during the nine-month period ended September 30, 2011, as compared to the same period in 2010.  The $600.8 million decrease in the trading portfolio also was offset by a $6.0 million increase in the fair value of the limited partnership investments.

Investment income on the funds-withheld reinsurance portfolio is included as a component of net investment income in the Company’s condensed consolidated statements of operations.  The Company ceded net investment (loss) income of $(49.5) million and $43.4 million for the nine-month periods ended September 30, 2011 and 2010, respectively, in connection with the funds-withheld reinsurance agreements between the Company and certain of its affiliates related to the Company’s single premium whole life (“SPWL”) and certain universal life (“UL”) policies.  The $(49.5) million net investment loss ceded during the nine-month period ended September 30, 2011 includes a $121.1 million decrease in net investment income ceded due to an interest rate adjustment on certain of the Company’s SPWL policy loan balances processed during the period.  The adjustment did not have any impact on net investment income, net of reinsurance, reported in the Company’s condensed consolidated statement of operations as the SPWL block is 100% reinsured by SLOC on a funds-withheld basis.  For further details of this adjustment, refer to Note 6 of the Company’s condensed consolidated financial statements, presented in Part I, Item I of this quarterly report on Form 10-Q.

74

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

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

RESULTS OF OPERATIONS (CONTINUED)

Net derivative loss - was $(669.1) million and $(623.1) million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The Company’s realized and unrealized gains and losses by derivative type for the nine-month periods ended September 30 consisted of the following (in 000’s):

		2011		2010
Interest rate contracts	$	212,124	$	(96,191)
Foreign currency contracts		(46,711)		(7,480)
Equity contracts		(27,213)		(32,856)
Credit contracts		593		3,716
Futures contracts		394,330		(9,531)
Embedded derivatives		(1,202,188)		(480,722)
Net derivative loss	$	(669,065)	$	(623,064)

The $(46.0) million increase in net derivative loss for the nine-month period ended September 30, 2011, as compared to the same period in 2010, was primarily due to a $(721.5) million increase in net unrealized losses related to embedded derivatives and a $(39.2) million increase in losses related to foreign currency contracts.  These changes were partially offset by a $403.9 million increase in gains related to futures contracts and a $308.3 million increase in net unrealized gains related to interest rate contracts.

The $(721.5) million increase in embedded derivatives net unrealized losses for the nine-month period ended September 30, 2011, as compared to the nine-month period ended September 30, 2010, was primarily due to an increase in the fair value liability for guaranteed minimum accumulation benefits (“GMAB”) and guaranteed minimum withdrawal benefits (“GMWB”) on certain of the Company’s variable annuity products during the nine-month period ended September 30, 2011.  The increase in the liability for GMAB and GMWB during the nine-month period ended September 30, 2011 resulted from updates to projected benefits primarily related to changes in interest rates, a decrease in equity markets and an increase in market volatility.

The $403.9 million increase in net derivative gains related to futures contracts for the nine-month period ended September 30, 2011 primarily related to the Company’s short exposure to the change in equity markets. Equity markets decreased during the nine-month period ended September 30, 2011 which resulted in an increase in the value of the Company’s short positions and gains during the period.  However, equity markets increased during the same period in 2010 resulting in losses for the nine-month period ended September 30, 2010.  The Company’s derivative instruments portfolio includes short future positions to hedge against potential adverse movements in the stock market.  For discussion of the Company’s short contracts, refer to Note 5 of the Company’s condensed consolidated financial statements presented in Part I, Item I of this quarterly report on Form 10-Q.

The $308.3 million increase in net unrealized gains related to interest rate contracts was primarily due to changes in the fair value of interest rate swaps resulting from changes in notional amounts, duration and the overall swap curve.  The increase in the fair value of interest rate swap agreements for the nine-month period ended September 30, 2011, as compared to the nine-month period ended September 30, 2010, was primarily the result of the downward shift in applicable interest rates.

Net realized investment gains, excluding impairment losses on available-for-sale securities - were $14.6 million and $16.9 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The $2.3 million decrease in realized gains during the nine-month period ended September 30, 2011, as compared to the same period in 2010, was primarily due to a $10.4 million realized loss related to an increase in impairment charges on certain of the Company’s mortgage loan assets, partially offset by an $8.0 million increase in realized gains on the sale of certain available-for-sale fixed maturity securities.

75

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

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

RESULTS OF OPERATIONS (CONTINUED)

Fee and other income - were $468.8 million and $361.5 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  Fee and other income consist primarily of mortality and expense charges, rider fees, surrender charges and other income.  Mortality and expense charges and rider fees are based on the market values of the assets in the separate accounts supporting the contract.  Mortality and expense charges and rider fees combined were $329.7 million and $277.1 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  Variable product fees represented 1.61% and 1.53% of the average variable annuity separate account balances for the nine-month periods ended September 30, 2011 and 2010, respectively.  Average separate account assets were $27.4 billion and $24.1 billion for the nine-month periods ended September 30, 2011 and 2010, respectively.

Surrender charges represent revenues earned on the early withdrawal of fixed, fixed index, variable annuity, UL and variable universal life (“VUL”) policyholder balances.  Surrender charges on fixed, fixed index and variable annuities, UL and VUL surrenders generally are assessed at declining rates applied to policyholder surrenders during the first four to ten years of the contract.  Total surrender charges were $14.0 million and $12.0 million for the nine-month periods ended September 30, 2011 and 2010, respectively.

Other income represents fees charged for the cost of insurance, investment advisory services, asset participation fees, benefit fees and administrative service fees.  Other income was $125.1 million and $72.4 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The $52.6 million increase in other income was primarily due to an increase in benefit fees which was attributable to an increase in sales of certain variable annuity products with optional benefit features and a significantly smaller increase in unearned revenue liabilities in the nine-month period ended September 30, 2011 as compared to the same period in 2010.

BENEFITS AND EXPENSES

Total benefits and expenses were $(68.6) million and $905.7 million for the nine-month periods ended September 30, 2011 and 2010, respectively. The decrease of $ (974.3) million was primarily due to the following:

Interest credited - to policyholders was $263.4 million and $308.7 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The decrease of $45.3 million was primarily the result of lower average policyholder balances, which decreased interest credited by $45.8 million and an increase in capitalized interest, net of SIA amortization expense related to certain fixed annuity products, which decreased interest credited by $26.5 million.  These decreases were offset by higher average crediting rates, which increased interest credited by $27.0 million.

The Company’s ceded interest credited for the nine-month period ended September 30, 2011 decreased by $118.3 million due to an interest rate adjustment on certain of the Company’s SPWL policy loan balances during the period.  The adjustment did not have any impact on interest credited, net of reinsurance, reported in the Company’s condensed consolidated statement of operations as the SPWL block is 100% reinsured by SLOC on a funds-withheld basis.  For further details of this adjustment, refer to Note 6 of the Company’s condensed consolidated financial statements, presented in Part I, Item I of this quarterly report on Form 10-Q.

Interest expense - was $33.3 million and $39.5 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The $6.2 million decrease was primarily due to a decrease in interest expense related to unrecognized tax benefits during the nine-month period ended September 30, 2011, as compared to the nine-month period ended September 30, 2010 and the maturity and payment of certain of the Company’s demand notes to affiliates.  For further details on the maturity and payment of the demand notes, refer to Note 2 of the Company’s condensed consolidated financial statements, presented in Part I, Item I of this quarterly report on Form 10-Q.

Policyowner benefits - were $57.5 million and $143.7 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The $86.2 million decrease in 2011 as compared to 2010 was primarily due to a $61.3 million decrease in SIA amortization related to certain variable annuity products, a $20.6 million decrease related to a change in liabilities for guaranteed minimum death benefits (“GMDB”) and a $9.0 million decrease in annuity payments, offset by a $4.7 million increase in surrender benefits.  The decrease in SIA amortization was primarily due to decrease in actual gross profits during the nine-month period ended September 31, 2011 as compared to the same period in 2010.  Liabilities for GMDB increased by $7.4 million and $28.0 million during the nine-month periods ended September 30, 2011 and 2010, respectively.  The change was primarily due to changes in the equity market during the periods and valuation assumption changes during the nine-month ended September 31, 2010.

76

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

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

RESULTS OF OPERATIONS (CONTINUED)

Amortization of DAC - DAC relates to the costs of acquiring new business, which vary with and are primarily related to the production of new business.  Such acquisition costs include commissions, costs of policy issuance and underwriting and selling expenses.  DAC amortization expense was $(696.7) million and $154.2 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The $850.9 million change in amortization expense during the nine-month period ended September 30, 2011, as compared to the nine-month period ended September 30, 2010, was primarily attributable to a $799.9 million decrease in current period amortization and interest on the Company’s DAC asset and a $89.5 million decrease in loss recognition charges which was partially offset by a $38.5 million unlocking adjustment.

The $799.9 million decrease in current period amortization expense was primarily due to a decrease in actual gross profits in 2011 relative to 2010.  The decrease in actual gross profits during the nine-month period ended September 30, 2011 primarily related to an increase in the liabilities held for guaranteed minimum benefits on certain variable annuity products, resulting in negative amortization expense.  The increase in the guaranteed minimum benefit reserves was primarily attributable to the change in interest rates and the decrease in equity markets during the nine-month period ended September 30, 2011.  During the nine-month period ended September 30, 2010, actual gross profits increased primarily due to an increase in the fair value of fixed maturity securities held in the trading portfolio which was partially offset by a smaller increase in guaranteed minimum benefit reserves, resulting in positive amortization expense.

The Company tests its DAC asset for loss recognition on a quarterly basis.  During the nine-month periods ended September 30, 2011 and 2010, the Company recorded charges of $18.3 million and $107.8 million, respectively, to amortization expense related to loss recognition for certain annuity products.

These decreases were offset by a $38.5 million increase related to an unlocking adjustment due primarily to updates to profitability projections resulting from actual changes to in-force policies and assumption changes related to variable annuity products gross profit valuation.

Amortization of VOBA and VOCRA - relates to the actuarially-determined value of in-force business from the Company’s acquisition of Keyport Life Insurance Company (“Keyport”), as well as agreements between Sun Life and Health Insurance Company (U.S.) (“SLHIC”), an affiliate, and the Company’s subsidiary, Sun Life Insurance and Annuity Company of New York (“SLNY”), under which SLNY agreed to assume direct responsibility for all sales and administration of existing and new business issued by SLHIC in New York (the “SLHIC to SLNY asset transfer”).  This amount is amortized in proportion to the projected emergence of profits or premium income over the estimated lives of the contracts.  Amortization and interest were $12.7 million and $23.2 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The 10.5 million decrease in amortization expense was primarily due to a decrease in actual gross profits during the nine-month period ended September 30, 2011 as compared to the same period in 2010.

Other operating expenses - were $261.3 million and $236.3 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The $25.0 million increase in 2011 as compared to 2010 was primarily due to a $19.8 million increase in commission expense related to a decrease in ceded commission expense on certain ULpolicies and a $5.2 million increase in general expenses and premium taxes.

Income tax expense - was $194.8 million and $91.1 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The effective tax rates for the same periods were 32.6% and 32.2%, respectively.  The effective tax rate for the nine-month periods ended September 30, 2011 and 2010 differ from the U.S. federal statutory tax rate of 35% primarily due to tax benefits from the separate account dividends received deduction and tax credits.

77

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

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

RESULTS OF OPERATIONS (CONTINUED)

Results of Operations by Segment

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

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

Wealth Management Segment

The Wealth Management segment sells a full range of retirement-oriented annuity 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 source of income in the payout period.  The Company earns spread income from fixed and indexed annuities; variable annuities primarily produce fee income.  This segment also markets funding agreements to both related and unrelated third parties.

The segment’s principal products are described below:

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 and benefits.  The Company has several different variable annuity products that offer various separate account investment choices, depending on the product, and guaranteed fixed interest options.

Fixed Annuities - Fixed annuity products are primarily single premium deferred annuities (“SPDA”).  An 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 for certain of the Company’s annuity products, subject to a guaranteed minimum rate.  Effective January 1, 2010, the Company discontinued the sale of certain of its fixed annuity products.

Fixed Index Annuities- Fixed index annuities credit interest to the policyholder using a formula based upon the positive change in value of a specified equity index.  The Company’s fixed index annuity products calculate interest earnings using the S&P 500 Index. The Company’s fixed index products also provide a guarantee of principal (less withdrawals) at the end of the term or surrender charge period.  Effective January 1, 2010, the Company discontinued the sale of certain of its fixed index annuity products.

Institutional Investment Contracts- Institutional investment contracts are funding agreements issued to institutional investors or to entities that in turn issue promissory notes to unrelated third parties.  These contracts may contain any of a number of features, including variable or fixed interest rates and fixed index options, and may be denominated in foreign currencies.

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

In 1997, the Company discontinued the marketing of group pension products in the United States.  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.  A significant portion of these pension contracts are non-surrenderable, resulting in limited liquidity exposure to the Company.

The Company issued floating rate funding agreements to its affiliates, Sun Life Financial Global Funding III, L.L.C., Sun Life Financial Global Funding II, L.L.C. (“LLC II”), and Sun Life Financial Global Funding, L.L.C. (“LLC”).  The floating rate funding agreements issued to LLC matured in July 2010, and the floating rate funding agreements issued to LLC II matured in July, 2011.  The impact of these funding agreements and the detail of the payments to LLC are discussed in Note 2 of the Company’s  condensed consolidated financial statements, presented in Part I, Item I of this quarterly report, on Form 10-Q.

78

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

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

RESULTS OF OPERATIONS (CONTINUED)

Wealth Management Segment (continued)

Other - The Wealth Management segment manages a closed block of SPWL insurance policies, a retirement-oriented tax-advantaged life insurance product.  The Company discontinued sales of the SPWL product in response to certain tax law changes in the 1980s.  The Company had SPWL policyholder balances of $1.3 billion and $1.5 billion at September 30, 2011 and December 31, 2010, respectively.  This entire block of business is reinsured on a funds-withheld, coinsurance basis with Sun Life Assurance Company of Canada (“SLOC”), an affiliate.

The Company markets its annuity products through an affiliated wholesale distribution organization, Sun Life Financial Distributors, Inc. (“SLFD”), and through a variety of unaffiliated retail and wholesale organizations, including securities brokers, financial institutions, insurance agents and financial advisers.

On September 6, 2006, the Company entered into an agreement with Credit and Repackaged Securities Limited Series 2006-10 Trust (the “CARS Trust”), whereby the Company is the sole beneficiary of the CARS Trust.  The impact of this agreement on the Company’s financial statements is described in Note 1 of the Company’s condensed consolidated financial statements presented in Part I, Item I of this quarterly report on Form 10-Q.

79

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

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

RESULT OF OPERATIONS (CONTINUED)

Wealth Management Segment (continued)

The following is a summary of operations for the Wealth Management segment for the nine-month periods ended September 30, (in 000’s):

	2011		2010
Total revenues	$	360,088	$	1,080,834
Total benefits and expenses		(231,665)		760,992
Income before income tax expense		591,753		319,842
Net income	$	398,839	$	221,310

Pre-tax income was $591.8 million and $319.8 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The significant changes are described below.

Total revenues were $360.1 million and $1,080.8 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The $720.7 million decrease was due to decreases of $741.3 million in net investment income, $48.5 million in net derivative loss and $11.0 million in net realized investment gains, offset by an increase of $76.9 million in fee and other income and a $3.2 million increase in premiums and annuity considerations.

The $741.3 million decrease in net investment income resulted primarily from a $608.1 million decrease in the fair market value of securities in the trading portfolio, primarily due to a more significant effect of the widening corporate spreads during the nine-month period ended September 30, 2011, as opposed to a tightening of corporate spreads during the same period in 2010 and a $238.6 million decrease due to lower average invested asset and lower average investment yields in 2011, as compared to 2010.  These decreases were offset by a $92.7 million increase in investment income related to a decrease in net investment income ceded during the nine-month period ended September 30, 2011 as compared to 2010.  The net investment income ceded during the nine-month period ended September 30, 2011 included an interest rate adjustment on certain of the Company’s SPWL policy loan balances during the period.

The $48.5 million increase in net derivative loss for the nine-month period ended September 30, 2011, as compared to nine-month period ended September 30, 2010, was primarily due to a $709.6 million increase in net unrealized losses related to embedded derivatives offset by a $293.6 million increase in net gains related to interest rate contracts and a $403.9 million increase in derivative gains related to futures contracts.

The decrease of $11.0 million in net realized investment gains related to impairment charges on certain of the Company’s mortgage loan assets.

The $76.9 million increase in fee and other income was primarily due to a $65.9 million increase in mortality and expense charges, rider fees and 12b-1 fees which related to an increase in the average variable annuity separate account balances during the nine-month period ended September 30, 2011, as compared to the nine-month period ended September 30, 2010.  The increase also was attributable to an increase of $5.8 million in administrative service fees.

80

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

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

RESULT OF OPERATIONS (CONTINUED)

Wealth Management Segment (continued)

Total benefits and expenses were $(231.7) million and $761.0 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The decrease of $ (992.7) million was due to a $863.5 million decrease in DAC and VOBA amortization expense, a decrease of $89.6 million related to policyowner benefits and a $50.8 million decrease in interest credited, offset by a $11.2 million increase in other operating expenses and interest expense.

The $863.5 million decrease in DAC and VOBA amortization expense was attributable to a $911.2 million decrease in current period amortization expense and interest on the DAC asset offset, by a $47.8 million decrease in unlocking adjustments related to changes in estimated gross profits.

The $89.6 million decrease in policyowner benefits was primarily due to a decrease in reserves for GMDB on variable annuity products related to changes in equity markets.

The $50.8 million decrease in interest credited was the result of higher average crediting rates, which increased interest credited by $27.0 million, and a decrease in capitalized interest, net of SIA amortization expense, related to certain fixed annuity products which increased interest credited by $26.4 million.  These increases were offset by lower average policyholder balances, which decreased interest credited by $45.8 million.  The interest credited for the nine-month periods ended September 30, 2011 includes an adjustment related to certain of the Company’s SPWL policy loan balances.  The adjustment did not have any impact on interest credited, net of reinsurance, due to the 100% funds-withheld reinsurance agreement with SLOC.

The $11.2 million increase in other operating expenses and interest expense was primarily due to a $4.6 million increase in interest expense and a $6.5 million increases in other operating expense related primarily to commissions.

81

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

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

RESULTS OF OPERATIONS (CONTINUED)

Individual Protection Segment

The Individual Protection segment sells individual UL and variable life insurance products, including VUL, to individuals, corporate-owned life insurance (“COLI”) and bank-owned life insurance (“BOLI”) to employers.  UL products allow for flexible premiums and feature an investment return to policyholders at a specified rate declared by the Company.  VUL products allow for flexible premiums and variable rates of investment return; the policyholder directs how the cash value is invested and bears the investment risk.

The Company maintains reinsurance agreements with affiliates, including agreements with Sun Life Reinsurance (Barbados) No. 3 Corp. (“BarbCo 3”), an affiliate, and SLOC.  In its agreement with BarbCo 3, the Company cedes all the risks associated with certain in-force corporate and bank owned VUL and private placement VUL policies on a combination coinsurance, coinsurance with funds-withheld and a modified coinsurance basis.  In addition, the Company’s subsidiary, SLNY, has a reinsurance agreement with SLOC, under which SLOC will fund so-called “AXXX reserves,” attributable to certain UL policies sold by SLNY.  Under this agreement, SLNY cedes, and SLOC assumes, on a funds-withheld 90% coinsurance basis certain in-force policies.  Future new business also will be reinsured under this agreement.  For further details of these reinsurance agreements, refer to Note 6 of the Company’s condensed consolidated financial statements, presented in Part I, Item I of this quarterly report on Form 10-Q.

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

	2011		2010
Total revenues	$	64,688	$	43,035
Total benefits and expenses		73,969		38,563
(Loss) income before income tax (benefit) expense		(9,281)		4,472
Net (loss) income	$	(5,863)	$	3,026

Total revenues were $64.7 million and $43.0 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The $21.7 million increase in total revenues primarily resulted from increases of $23.7 million in fee and other income and $10.4 million in net investment income, offset by a decrease of $11.9 million related to embedded derivative income.

The increase of $23.7 million in fee and other income primarily resulted from decreases in fee income ceded and unearned revenue and an increase in separate account fees of $30.8 million, $11.6 million and $6.3 million, respectively, offset by a decrease in cost of insurance of $24.3 million.

The increase of $10.4 million in net investment income primarily resulted from a $9.1 million increase in the fair market value of securities in the trading portfolio.

The decrease of $11.9 million related to embedded derivative income resulted from changes in the embedded derivative liabilities associated with the segment’s reinsurance agreements with affiliates.

Total benefits and expenses were $74.0 million and $38.6 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The $35.4 million increase in benefits and expenses primarily resulted from other operating expenses, policyowner benefits and interest credited increasing by $18.1 million, $9.7 million and $5.5 million, respectively.

The $18.1 million increase in other operating expenses resulted primarily from an increase in commission expense, general expenses, and premium taxes of $11.8 million, $4.4 million, and $2.0 million, respectively.

The $9.7 million increase in policyowner benefits primarily resulted from an increase in death benefits, surrenders and maturities and actuarial reserves of $2.3 million, $3.8 million, and $3.6 million, respectively.

The $5.5 million increase in interest credited primarily resulted from an increase in account value as a result of an increase in deposits, offset by a decrease in withdrawals with the Company’s COLI and BOLI products.

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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.)

RESULTS OF OPERATIONS (CONTINUED)

Group Protection Segment

The Group Protection segment markets and administers group life insurance, group stop loss insurance, group dental and group short-term and long-term disability insurance products, primarily to small and mid-size employers.  This segment operates only in the State of New York through the Company’s subsidiary, SLNY.

The Company maintains through SLNY, a reinsurance agreement with SLHIC pursuant to which SLNY assumes the net risks associated with substantially all of the existing and future new business issued by SLHIC in New York.  In addition, SLNY and SLHIC are parties to a renewal rights agreement under which SLNY has exclusive rights to renew SLHIC in-force business assumed under the reinsurance agreement.

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

	2011		2010
Total revenues	$	94,565	$	96,555
Total benefits and expenses		82,818		90,982
Income before income tax expense		11,747		5,573
Net income	$	7,656	$	3,632

The Group Protection segment had pre-tax income of $11.8 million and $5.6 million for the nine-month periods ended September 30, 2011 and 2010, respectively.  Total revenues for the nine-month period ended September 30, 2011 decreased by $(2.0) million in comparison to the nine-month period ended September 30, 2010.  The decrease in revenues resulted primarily from a $2.4 million decrease in net investment income, driven by a decrease in the group direct business.

Total benefits and expenses in 2011 decreased by $8.2 million as compared to 2010.  The decrease in benefits and expenses resulted primarily from a decrease in policyowner benefits of $6.3 million and a decrease in other operating expenses of $1.3 million.  The decrease in policyowner benefits resulted primarily from a $4.7 million decrease in death benefits and a $2.5 million decrease in health benefits, offset by a $0.7 million increase in actuarial reserves and an experience rating refund of $0.3 million.  The decrease in other operating expenses resulted primarily from a $2.2 million decrease in commissions, offset by a $0.6 million increase in general expenses and a $0.2 million increase in premium taxes.

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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.)

RESULTS OF OPERATIONS (CONTINUED)

Corporate Segment

The Corporate segment consists of the unallocated capital of the Company, its debt financing and items not otherwise attributable to the other segments.  The Company maintains the Corporate segment to provide for the capital needs of the three operating segments and to engage in other financing related activities.  Net investment income is allocated based on segmented assets, including allocated capital, by line of business.  Allocations of operating expenses among segments are made using both standard rates and actual expenses incurred.

The following provides a summary of operations for the Corporate Segment for the nine-month periods ended September 30, (in 000’s):

	2011		2010
Total revenues	$	9,571	$	(31,616)
Total benefits and expenses		6,298		15,127
Income before income tax expense		3,273		(46,743)
Net income	$	2,040	$	(35,912)

The Corporate Segment had a pre-tax income (loss) of $3.3 million and $(46.7) million for the nine-month periods ended September 30, 2011 and 2010, respectively.  The $50.0 million increase in pre-tax income was primarily attributable to an increase in total revenues of $41.2 million and a decrease in total benefits and expenses of $8.8 million.  The $41.2 million increase in total revenues consists primarily of the following components:  increases of $10.1 million, $14.4 million, $9.3 million and $6.7 million in net investment income, net derivative income, net realized investment gains, and fee and other income, respectively.

The increase in net investment income of $10.1 million resulted primarily from an increase in allocation of net investment income to the operating segments of $13.2 million and limited partnership income of $6.0 million, offset by a decrease in interest income from available-for-sale bonds of $5.5 million.

The increase in net derivative income of $14.4 million was primarily related to an increase in the fair value of interest rate swaps as a result of changes in the applicable interest rates.

The increase in net realized investment gains of $9.3 million was primarily attributable to realized gains on available-for-sale fixed maturity securities and mortgages of $6.7 million and $2.7 million, respectively.

The $6.7 million increase in fee and other income is primarily related to an increase in the Sun Capital Trust Funds 12b-1 net assets of which the Company receives a percentage.

Benefits and expenses decreased by $8.8 million due to a $10.5 million decrease in interest expense, offset by a $1.6 increase in other operating expenses.

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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.)

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.

Management's Report on Internal Control over Financial Reporting

The Company's management, including the Company's principal executive officer and principal financial officer, have evaluated the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and concluded that they were effective as of the end of the period covered by this report based on such evaluation.  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, 2011 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 parties to threatened or pending legal proceedings, including ordinary routine litigation incidental to their business, both as a defendant and as a plaintiff.  While it is not possible to predict the ultimate resolution of these proceedings, management believes, based upon currently available information, that the ultimate resolution of these matters will not be materially adverse to the Company's financial position, results of operations or cash flows.

Item 1A. Risk Factors.

Financial Strength and Credit Ratings

Financial strength and credit ratings risk is the risk of a downgrade by rating agencies of the Company's financial strength and/or credit ratings.

Financial strength ratings represent the opinions of rating agencies regarding the financial ability of an insurance company to meet its obligations under insurance policies.  On October 18, 2011, Moody's Investors Service placed the financial strength rating of Aa3 (Excellent) of the Company on review for possible downgrade.  On October 18, 2011, Standard and Poor’s kept the financial strength rating of AA- (Very Strong) for the Company and its subsidiary, SLNY, unchanged.  On October 26, 2011, A.M. Best placed the financial strength rating of A+ (Superior) the Company and SLNY under review with negative implications.

A material downgrade in the Company’s financial strength ratings may have an adverse effect on its financial condition and results of operations through loss of sales, higher levels of surrenders and withdrawals, and higher reinsurance costs and may potentially require the Company to reduce the prices for its products and services to remain competitive.

For discussion of the Company's risk factors, see Part I, Item IA, Risk Factors, in the Company's annual report on Form 10-K for the year ended December 31, 2010.

Item 2. Unregistered Sales of Equity 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. (Removed and Reserved).

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Item 5. Other Information.

(a) Not applicable.

(b) Not applicable.

Item 6. Exhibits.

Index to exhibits:

Exhibit No.	Description
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*
101.INS	XBRL Instance Document [1]
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

[1]  Includes the following materials contained in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 formatted in XBRL (eXtensible Business Reporting Language) (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Changes in Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements, which is tagged as blocks of text.

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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.)

(Registrant)

November 14, 2011	/s/ Westley V. Thompson
Date	Westley V. Thompson, President, SLF U.S.
	(Principal Executive Officer)

November 14, 2011	/s/ Larry R. Madge
Date	Larry R. Madge, Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)

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Index to exhibits:

Exhibit No.	Description
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*
101.INS	XBRL Instance Document [1]
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

[1]  Includes the following materials contained in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 formatted in XBRL (eXtensible Business Reporting Language) (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Changes in Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements, which is tagged as blocks of text.

88