Assurant - 10-Q quarterly report FY

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

For the quarterly period ended September 30, 2004

OR

For the transition period from      to

Commission file number: 001-31978

Assurant, Inc.

(Exact name of registrant as specified in its charter)

One Chase Manhattan Plaza, 41st Floor
New York, New York 10005
(212) 859-7000
(Address, including zip code, and telephone number, including
area code, of Registrant’s Principal Executive Offices)

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [  ]

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes [  ] No [X]

     The number of shares of the registrant’s Common Stock outstanding at October 29, 2004 was 139,959,506.

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

TABLE OF CONTENTS

Assurant, Inc. and Subsidiaries

See the accompanying notes to the consolidated financial statements

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Assurant, Inc. and Subsidiaries
Consolidated Balance Sheets
At September 30, 2004 (unaudited) and December 31, 2003

See the accompanying notes to the consolidated financial statements

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Assurant, Inc. and Subsidiaries

See the accompanying notes to the consolidated financial statements

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Assurant, Inc. and Subsidiaries

See the accompanying notes to the consolidated financial statements

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Assurant, Inc. and Subsidiaries

See the accompanying notes to the consolidated financial statements

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Assurant, Inc. and Subsidiaries

1. Nature of Operations

     Assurant, Inc., (formerly Fortis, Inc.) (the “Company”) is a holding company provider of specialized insurance products and related services in North America and selected other markets. At January 1, 2004, Fortis, Inc. was incorporated in Nevada and was indirectly wholly owned by Fortis N.V. of the Netherlands and Fortis SA/NV of Belgium (collectively, “Fortis”) through their affiliates, including their wholly owned subsidiary, Fortis Insurance N.V.

     On February 5, 2004, Fortis sold approximately 65% of its ownership interest in Assurant, Inc. via an Initial Public Offering (the “IPO”). In connection with the IPO, Fortis, Inc. was merged into Assurant, Inc., a Delaware corporation, which was formed solely for the purpose of the redomestication of Fortis, Inc. After the merger, Assurant, Inc. became the successor to the business, operations and obligations of Fortis, Inc. Assurant, Inc. is traded on the New York Stock Exchange under the symbol AIZ.

     The following events occurred in connection with the merger: each share of the existing Class A Common Stock of Fortis, Inc. was exchanged for 10.75882039 shares of Common Stock of Assurant, Inc.; the automatic conversion of the shares of Class B Common Stock and Class C Common Stock into an aggregate of 25,841,418 shares of Common Stock of Assurant, Inc.; each share of the existing Series B Preferred Stock of Fortis, Inc. was exchanged for one share of Series B Preferred Stock of Assurant, Inc.; each share of the existing Series C Preferred Stock of Fortis, Inc. was exchanged for one share of Series C Preferred Stock of Assurant, Inc.

     The following events occurred in connection with the Company’s IPO: (1) redeemed the outstanding $196,224 of mandatorily redeemable preferred securities of subsidiary trusts in January 2004, (2) issued 68,976 restricted shares of Common Stock of Assurant, Inc. to certain officers of the Company, and (3) issued 32,976,854 shares of Common Stock of Assurant, Inc. to Fortis Insurance N.V. simultaneously with the closing of the IPO in exchange for a $725,500 capital contribution based on the public offering price of the Company’s common stock. The Company used the proceeds of the capital contribution to repay the $650,000 of outstanding indebtedness under the $650,000 senior bridge credit facility and $75,500 of outstanding indebtedness under the $1,100,000 senior bridge credit facility. The Company repaid a portion of the $1,100,000 senior bridge credit facility with $49,500 in cash. On February 18, 2004, the Company refinanced $975,000 of the remaining $1,100,000 senior bridge credit facility with the proceeds of the issuance of two senior long-term notes (see Note 4).

     Through its operating subsidiaries, the Company provides creditor-placed homeowners insurance, manufactured housing homeowners insurance, debt protection administration, credit insurance, warranties and extended service contracts, individual health and small employer group health insurance, group dental insurance, group disability insurance, group life insurance and prefunded funeral insurance.

2. Basis of Presentation

     The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, these statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

     In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation of the financial statements have been included. Certain prior period amounts have been reclassified to conform to the 2004 presentation.

     Dollar amounts are in thousands, except for number of shares and per share amounts.

     The consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. All significant inter-company transactions and balances are eliminated in consolidation.

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Assurant, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2004 and 2003 (Unaudited)

     Operating results for the three and nine months ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. The accompanying interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2003.

3. Recent Accounting Pronouncements

     On July 7, 2003, the Accounting Standards Executive Committee (“AcSEC”) of the American Institute of Certified Public Accountants (“AICPA”) issued Statement of Position 03-1, Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long Duration Contracts and for Separate Accounts (“SOP 03-1”). SOP 03-1 provides guidance on a number of topics unique to insurance enterprises, including separate account presentation, interest in separate accounts, gains and losses on the transfer of assets from the general account to a separate account, liability valuation, returns based on a contractually referenced pool of assets or index, accounting for contracts that contain death or other insurance benefit features, accounting for reinsurance and other similar contracts, accounting for annuitization benefits and sales inducements to contract holders. SOP 03-1 was adopted by the Company on January 1, 2004. The adoption of this statement did not have a material impact on the Company’s financial position or the results of operations.

     In March 2004, the Emerging Issues Task Force (“EITF”) reached a final consensus on Issue 03-1, “The Meaning of Other Than Temporary Impairment and Its Application to Certain Investments” (“EITF 03-1”). EITF 03-1 provides guidance on the disclosure requirements for other than temporary impairments of debt and marketable equity investments that are accounted for under Financial Accounting Standard 115 (“FAS 115”). EITF 03-1 also provides guidance for evaluating whether an investment is other than temporarily impaired. The adoption of EITF 03-1 required the Company to include certain quantitative and qualitative disclosures for debt and marketable equity securities classified as available-for-sale or held-to-maturity under FAS 115 that are impaired at the balance sheet date but for which an other than temporary impairment has not been recognized. The disclosures were effective for financial statements for fiscal years ending after December 15, 2003. The Company adopted the disclosure requirements of EITF 03-1 at December 31, 2003. The guidance for evaluating whether an investment is other than temporarily impaired is effective for reporting periods beginning after June 15, 2004; however, the Financial Accounting Standards Board (“FASB”) has issued two new proposed Staff Positions. EITF 03-1a, which would defer the June 15, 2004 effective date of the requirement to record impairment losses caused by the effect of increases in interest rates or sector spreads on debt securities subject to paragraph 16 of EITF 03-1 until further guidance is provided, and EITF 03-1b, which would exclude minor impairments from the requirement. Both Staff Positions are still in the comment period phase. The Company is continuing to evaluate the impact of adoption of this issue given the fact that portions of the issue are still in the comment period. The Company currently follows the guidance on other than temporary impairments provided by Staff Accounting Bulletin (“SAB”) 59,Accounting for Noncurrent Marketable Equity Securities.

     In May 2004, the FASB issued FASB Staff Position (“FSP”) FAS 106-2,Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (“FAS 106-2”). This statement provides guidance on the accounting for the effects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (“The Act”) for employers that sponsor postretirement health care plans that provide prescription drug benefits. FAS 106-2 also requires employers to provide certain disclosures regarding the effect of the federal subsidy provided by The Act. The Company’s Retirement and Other Employees Benefits plan’s Accumulated Pension Benefit Obligation and net periodic postretirement benefit cost do not reflect any amounts associated with the subsidy due to the fact that the Company is unable to determine whether the benefits provided by its’ Retirement and Other Employee Benefits plans are actuarially equivalent to Medicare Part D under the Act. The adoption of this statement did not have a material impact on the Company’s financial position or the results of operations.

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Assurant, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2004 and 2003 (Unaudited)

4. Debt

     In February 2004, the Company issued two series of senior notes with an aggregate principal amount of $975,000. The Company received net proceeds from this transaction of $971,538, which represents the principal amount less the discount. The discount will be amortized over the life of the notes. The first series is $500,000 in principal amount, bears interest at 5.63% per year and is payable in a single installment due February 15, 2014 and was issued at a 0.11% discount. The second series is $475,000 in principal amount, bears interest at 6.75% per year and is payable in a single installment due February 15, 2034 and was issued at a 0.61% discount. Interest on the senior notes is payable semi-annually on February 15 and August 15 of each year, commencing August 15, 2004. The senior notes are unsecured obligations and rank equally with all of the Company’s other senior unsecured indebtedness. The senior notes are not redeemable prior to maturity. The Company filed a registration statement under the Securities Act of 1933 on May 4, 2004 to permit the exchange of the senior notes for registered notes having identical terms. This registration statement was declared effective on May 12, 2004. The exchange offer expired on June 15, 2004 and all of the holders exchanged their notes for the new, registered notes.

     The interest expense incurred for the three and nine months ended September 30, 2004 relating to the senior notes was $15,047 and $37,116, respectively.

     In March 2004, the Company established a $500,000 commercial paper program, which is available for working capital and other general corporate purposes. The Company’s subsidiaries do not maintain commercial paper or other borrowing facilities at their level. This program is backed up by a $500,000 senior revolving credit facility with a syndicate of banks arranged by Banc One Capital Markets, Inc. and Citigroup Global Markets, Inc., which was established on January 30, 2004. The revolving credit facility is unsecured and is available until February 2007, so long as the Company is in compliance with all the covenants. This facility is also available for general corporate purposes, but to the extent used thereto, would be unavailable to back up the commercial paper program. On June 1, 2004 and August 9, 2004, the Company used $20,000 and $40,000, respectively, from the commercial paper program for general corporate purposes, which was repaid on June 15, 2004 and August 20, 2004, respectively. There were no amounts relating to the commercial paper program outstanding at September 30, 2004. The Company did not use the revolving credit facility during the nine months ended September 30, 2004 and no amounts are currently outstanding.

     The revolving credit facility contains restrictive covenants. The terms of the revolving credit facility also require that the Company maintain certain specified minimum ratio and thresholds. The Company is in compliance with all covenants and the Company maintains all specified minimum ratios and thresholds.

5. Stock Based Compensation

     2004 Long-Term Incentive Plan

     The 2004 Long-Term Incentive Plan authorizes the granting of awards to employees, officers, and directors. Upon closing of the IPO, the Company issued 68,976 restricted shares of Common Stock of Assurant, Inc. to certain officers and directors of the Company. The Board of Directors received 9,546 of those shares, which are fully vested. The remaining 59,430 shares will vest and be expensed over a three-year period. The Company, in accounting for the restricted shares, set up a contra equity account called “Unamortized Restricted Stock Compensation” in the stockholders’ equity section of the balance sheet for $1,517. The $1,517 will be expensed over a three year period in line with the vesting of these shares. The expense recorded for the three and nine months ended September 30, 2004 was $200 and $809, respectively.

     Executive 401K Plan

     The Executive 401K Plan is offered to employees who meet certain eligibility requirements. The requirements include being regularly scheduled to work 20 or more hours per week, having completed one year of

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Assurant, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2004 and 2003 (Unaudited)

service, and earning eligible pay in excess of the IRS limits ($205,000 for 2004). The Company contributes an amount equal to 7% of an employee’s eligible pay in excess of the IRS limit to the plan. This expense is not material to the Company’s financial statements. No employee contribution is permitted to the plan. Employees are 100% vested in these contributions after a three year vesting period. Employees who are vested receive their account balance in cash upon termination of their employment.

     Effective May 18, 2004, the Company added an “Assurant Stock Fund” to the plan’s investment option. During the second and third quarter of 2004, the Company purchased 32,226 Treasury shares for $801 via a Rabbi Trust which was allocated to the Assurant Stock Fund. See Note 6 for further information.

     Employee Stock Purchase Plan

     The Company established an Employee Stock Purchase Plan (“ESPP”) which went into effect on July 1, 2004. The ESPP allows employees to purchase shares of the Company’s stock at a 10% discount with funds contributed through payroll deductions. Participants can contribute 1% to 15% of their base compensation to purchase Company shares up to a maximum of $6,000 per offering period. There are two offering periods during the year (January 1 through June 30 and July 1 through December 31). Shares are purchased at the end of the offering period at 90% of the lower of the closing price of Company’s stock on the first or last day of the offering period. Participants must be employed on the last day of the offering period in order to purchase Company shares under the ESPP.

     The ESPP is offered to individuals who are scheduled to work at least 20 hours per week and at least five months per year, have been continuously employed for at least six months by the start of the offering period, not temporary employees (employed less than 12 months), and have not been on a leave of absence for more than 90 days immediately preceding the offering period.

     The Company accounts for the ESPP in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and accordingly does not record any compensation expense. The following pro forma information of net income and net income per share amounts were determined as if the Company had accounted for the ESPP under the fair value method of Statement of Financial Accounting Standards No. 123 (“FAS 123”).

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Assurant, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2004 and 2003 (Unaudited)

6. Stock Repurchase

     The following table shows the shares repurchased during the periods indicated:

     On August 2, 2004, the Company’s Board of Directors approved a share repurchase program under which the Company may repurchase up to 10% of its outstanding common stock. In the third quarter the Company repurchased 1,355,100 shares of the Company’s outstanding common stock at a cost of $35,234. The total remaining number of shares that can be purchased pursuant to the repurchase program at September 30, 2004 was 12,871,711 shares.

     There were 32,226 shares repurchased for $801 that were not part of the Company’s repurchase program. The shares were repurchased pursuant to the Company’s Executive 401K Plan. See Note 5 – Stock Based Compensation – for a detailed description of the Executive 401K Plan.

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Assurant, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2004 and 2003 (Unaudited)

7. Retirement and Other Employee Benefits

     The components of net periodic benefits cost for the three and nine months ended September 30, 2004 and 2003 were as follows:

     As of September 30, 2004, the Company contributed $19,500 and $900 to the pension plan and the retirement health benefit plan, respectively. The Company expects to contribute an additional $6,500 and $6,500 to its pension plan and retirement health benefit plan, respectively, in the fourth quarter of 2004.

8. Segment Information

     The Company has five reportable segments, which are defined based on the nature of the products and services offered: Assurant Solutions, Assurant Health, Assurant Employee Benefits, Assurant Preneed, and Corporate and Other. Assurant Solutions provides credit insurance, including life, disability and unemployment, debt protection administration services, warranties and extended service contracts, creditor-placed homeowners insurance and manufactured housing homeowners insurance. Assurant Health provides individual, short-term and small group health insurance. Assurant Employee Benefits provides employee and employer paid dental, disability, and life insurance products and related services. Assurant Preneed provides life insurance policies and annuity products that provide benefits to fund pre-arranged funerals. Corporate and Other includes activities of the holding company, financing expenses, net realized gains (losses) on investments and interest income earned from short-term investments held. Corporate and Other also includes the amortization of deferred gains associated with the sales of Fortis Financial Group (“FFG”) and Long-Term Care (“LTC”) through reinsurance agreements and interest income from surplus the Company is required to carry related to FFG and LTC.

     The Company evaluates performance based on segment income after-tax excluding realized gains (losses) on investments. The Company determines reportable segments in a manner consistent with the way the Company organizes for purposes of making operating decisions and assessing performance.

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Assurant, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2004 and 2003 (Unaudited)

     As of January 1, 2004, the Company changed the segment invested assets allocation methodology. Previously, the Company allocated a notional amount of invested assets to the segments primarily based on future policy benefits, claims and unearned premiums, and capital allocated to each segment. As of January 1, 2004, the Company primarily allocates invested assets based on the actual investment portfolios supporting the segments. This change resulted in an increase in investment income of $2,835, $1,763, and $530 in Assurant Health, Assurant Employee Benefits, and Assurant Preneed, respectively, with a decrease in investment income of $84 and $5,044 in Assurant Solutions and Corporate and Other, respectively, for the three months ended September 30, 2004. The change resulted in an increase in investment income of $9,007, $2,751, and $2,987 in Assurant Health, Assurant Employee Benefits, and Assurant Preneed, respectively, with a decrease in investment income of $126 and $14,619 in Assurant Solutions and Corporate and Other, respectively, for the nine months ended September 30, 2004. The Company assigns net deferred acquisition costs, value of businesses acquired, reinsurance recoverables, and other assets and liabilities to the respective segments where those assets or liabilities originate.

     On May 3, 2004, the Company sold the assets of its WorkAbility division. The selling price was $3,536 in cash and the net loss on the sale was $9,232 pre-tax. The loss has been recorded to the Corporate and Other segment.

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Assurant, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2004 and 2003 (Unaudited)

     The following tables summarize selected financial information by segment:

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Assurant, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2004 and 2003 (Unaudited)

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Assurant, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2004 and 2003 (Unaudited)

9. Commitments and Contingencies

     In the normal course of business, letters of credit are issued to support reinsurance arrangements and other corporate initiatives. These letters of credit are supported by commitments with financial institutions. The Company had approximately $69,414 of letters of credit outstanding as of September 30, 2004.

     The Company is regularly involved in litigation in the ordinary course of business, both as a defendant and as a plaintiff. The Company may from time to time be subject to a variety of legal and regulatory actions relating to the Company’s current and past business operations. While the Company cannot predict the outcome of any pending or future litigation, examination or investigation, the Company does not believe that any pending matter will have a material adverse effect on the Company’s financial condition or results of operations.

     The Solutions segment is subject to a number of pending actions, primarily in the State of Mississippi, many of which allege that the Company’s credit insurance products were packaged and sold with lenders’ products without buyer consent. The judicial climate in Mississippi is such that the outcome of these cases is extremely unpredictable. The Company has been advised by legal counsel that the Company has meritorious defenses to all claims being asserted against the Company. The Company believes, based on information currently available, that the amounts accrued are adequate.

     On October 1, 2003, a grand jury in Mower County, Minnesota, issued an indictment of American Bankers Insurance Company (“ABIC”), part of the Solutions segment, and two of its officers. The indictment alleged that ABIC and its two named corporate officers each violated the Minnesota Fair Campaign Practices Act in connection with two contributions by ABIC to the Republican National State Election Committee totaling $15. On April 5, 2004, the prosecuting authorities voluntarily dismissed all charges against ABIC and the two officers. ABIC, in turn, agreed to reimburse Mower County for costs of investigation and prosecution, these costs are not material to the financial statements.

     In addition, another part of the Solutions segment, American Reliable Insurance Company (“ARIC”), participated in certain excess of loss reinsurance programs in the London market and, as a result, reinsured certain personal accident, ransom and kidnap insurance risks from 1995 to 1997. ARIC and a foreign affiliate ceded a portion of these risks to other reinsurers (retrocessionaires). ARIC ceased reinsuring such business in 1997. However, certain risks continued beyond 1997 due to the nature of the reinsurance contracts written. ARIC and some of the other reinsurers involved in the programs are seeking to avoid certain treaties on various grounds, including material misrepresentation and non-disclosure by the ceding companies and intermediaries involved in the programs. Similarly, some of the retrocessionaires are seeking avoidance of certain treaties with ARIC and the other reinsurers and some reinsureds are seeking collection of disputed balances under some of the treaties. The disputes generally involve multiple layers of reinsurance, and allegations that the reinsurance programs involved interrelated claims “spirals” devised to disproportionately pass claims losses to higher-level reinsurance layers. Many of the companies involved in these programs, including ARIC, are currently involved in negotiations, arbitration and/or litigation between multiple layers of retrocessionaires, reinsurers, ceding companies and intermediaries, including brokers, in an effort to resolve these disputes. Many of those disputes relating to the 1995 program year, including those involving ARIC, were settled on December 3, 2003. Loss accruals previously established relating to the 1995 program year were adequate. However, the Company’s exposure under the 1995 program year was less significant than the exposure remaining under the 1996 and 1997 program years. In addition, disputes with two affiliated reinsurers involved in the 1996 and 1997 program years were settled by a commutation agreement. Loss accruals previously established relating to this business were adequate. The Company believes, based on information currently available, that the amounts accrued for currently outstanding disputes are adequate. This loss accrual is management’s best estimate. However, the inherent uncertainty of arbitrations and lawsuits, including the uncertainty of estimating whether any settlements the Company may enter into in the future would be on favorable terms, makes it difficult to predict the outcomes with certainty.

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Assurant, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2004 and 2003 (Unaudited)

10. Significant Events

     The Company’s Solutions segment incurred catastrophe losses in 2004 relating to Hurricanes Charley, Frances, Ivan & Jeanne. The losses relating to the Hurricanes were $75,500 and $77,100 for the three and nine months ended September 30, 2004, respectively, net of reinsurance. In 2003, the Company’s Solutions segment incurred losses relating to Hurricane Isabel and the Midwest hail storms and tornadoes of $10,000 and $18,400 for the three and nine months ended September 30, 2003, respectively, also net of reinsurance.

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

(Dollar amounts in thousands except share data)

     Management’s Discussion and Analysis of Financial Condition and Results of Operations addresses the financial condition of Assurant, Inc. and its subsidiaries (which we refer to collectively as Assurant) as of September 30, 2004, compared with December 31, 2003, and our results of operations for the three and nine months ended September 30, 2004 and 2003. This discussion should be read in conjunction with our MD&A and annual audited financial statements as of December 31, 2003 included in our Form 10-K for the year ended December 31, 2003 filed with the U.S. Securities and Exchange Commission and the September 30, 2004 unaudited consolidated financial statements and related notes included elsewhere in this Form 10-Q.

     Some of the statements in this MD&A and elsewhere in this report may contain forward-looking statements that reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this report are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in this report. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statements you read in this report reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, financial condition, growth strategy and liquidity.

Company Overview

     Assurant is a premier provider of specialized insurance products and related services in North America and selected international markets. The four business segments — Assurant Solutions; Assurant Health; Assurant Employee Benefits; and Assurant Preneed — have partnered with clients who are leaders in their industries and have built leadership positions in a number of specialty insurance market segments in the U.S. and selected international markets. The Assurant business segments provide creditor-placed homeowners insurance; manufactured housing homeowners insurance; debt protection administration; credit insurance; warranties and extended services contracts; individual health and small employer group health insurance; group dental insurance; group disability insurance; group life insurance; and pre-funded funeral insurance.

Financial Highlights

     Our results for the three months ended September 30, 2004 were impacted by the unprecedented level of hurricane activity. Excluding the impact of the four hurricanes, Assurant had a very good third quarter, demonstrating the strength of our diversified specialty insurance strategy. Net income decreased by $24,554, or 25%, from $99,398 for the three months ended September 30, 2003, to $74,844 for the three months ended September 30, 2004. Catastrophe losses, after reinsurance recoveries and taxes, were $49,075 for the three months ended September 30, 2004 compared to $6,500 for the three months ended September 30, 2003. Despite the hurricanes, on a year to date basis, we continued to grow with net income increasing by $1,147, or less than 1%, from $263,285 for the nine months ended September 30, 2003, to $264,432 for the nine months ended September 30, 2004.

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     Assurant Solutions, our specialty property and consumer protection product segment, took the full weight of the catastrophe losses. But, as a result of our reinsurance arrangements, the losses netted to $49,075 after tax and reinsurance, allowing Assurant Solutions to earn net income of $2,974 for the three months ended September 30, 2004. Excluding the catastrophes, loss ratios were excellent in our specialty property businesses. We continue to see good premium growth in our creditor placed homeowners insurance and our international businesses.

     Exhibiting the strength of our diversified strategy, Assurant Health experienced an especially good quarter, partially offsetting the catastrophe losses which affected Assurant Solutions. Earnings growth at Assurant Health was primarily driven by premium growth in our individual health business and continued improvement in the overall combined ratio. Assurant Health’s combined ratio for the three months ended September 30, 2004 was 90.1% compared to 93.2% for the three months ended September 30, 2003.

     Health Savings Accounts (HSAs) in which we have a first mover advantage, continued to be a strong contributor to individual health sales for the three and nine months ended September 30, 2004. Despite increased competition and new entrants into the HSA market, we continue to benefit from our leadership position and are seeing increasing interest and applications.

     In Assurant Employee Benefits, net income decreased for the three months ended September 30, 2004, when compared to the three months ended September 30, 2003, primarily due to an $11,645 after tax net reserve reduction which occurred in the three months ended September 30, 2003. Assurant Employee Benefits had modest premium growth for the three and nine months ended September 30, 2004, as a result of growth in disability, offset by declines in dental and group life. Several other companies have now increased their rates for disability, making us more competitive, since we took our rate actions earlier than most of our competitors.

     In Assurant Preneed, net income for the three months ended September 30, 2004 is essentially unchanged compared to the same period in 2003. Our actions to reduce crediting rates, where we have the ability to do so, are starting to benefit income, but the continued low level of new money rates has had an offsetting impact. Any rise in interest rates should benefit the profitability of this business.

     Our Corporate and Other segment includes public company costs, expenses related to Sarbanes-Oxley 404 compliance and investment income, which was lower than last year. Amortization of deferred gains from businesses sold through reinsurance declined consistent with the run off of policies associated with these businesses. Interest expense for the three months ended September 30, 2004 declined compared to the three months ended September 30, 2003 as a result of less debt and lower interest rates.

     Continuing with our strategy to optimize deployment of our capital, we used available cash to repurchase 1,355,100 Assurant, Inc. shares during the three months ended September 30, 2004. This represents a portion of the total shares our Board authorized us to repurchase.

Critical Accounting Estimates

     Reserves

          Long Duration

     The following is a discussion of the process by which we determine the reserve for our major long duration product line.

     Reserves for future policy benefits are recorded as the present value of future benefits to policyholders and related expenses less the present value of future net premiums. Reserve assumptions are selected using best estimates for expected investment yield, inflation, mortality and withdrawal rates. These assumptions reflect current trends and are based on our experience and include a provision for possible

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unfavorable deviation. An unearned premium reserve is also recorded which represents the balance of the excess of gross premiums over net premiums that is still to be recognized as income in future years in a constant relationship to insurance in force.

     Loss recognition testing is performed annually and reviewed quarterly. Such testing involves the use of best estimate assumptions to determine if the net liability position (all liabilities less Deferred Acquisition Costs (“DAC”)) exceeds the minimum liability needed. Any premium deficiency would first be addressed by removing the provision for unfavorable deviation. To the extent a premium deficiency still remains, it would be recognized immediately by a charge to the statement of operations and a corresponding reduction in DAC. Any deficiency in excess of DAC would be recognized as a premium deficiency reserve. There were no premium deficiencies recognized for the three and nine months ended September 30, 2004 and 2003.

          Short Duration

     For short duration contracts, claims and benefits payable reserves are recorded when insured events occur. The liability is based on the expected ultimate cost of settling the claims. The claims and benefits payable reserves include (1) case reserves for known but unpaid claims as of the balance sheet date; (2) incurred but not reported (“IBNR”) reserves for claims where the insured event has occurred but has not been reported to us as of the balance sheet date; and (3) loss adjustment expense reserves for the expected handling costs of settling the claims. Periodically we review emerging experience and make adjustments to our case reserves and assumptions where necessary. Below are further discussions on the reserving process for our major short duration products.

          Group Disability and Group Term Life

     Case or claim reserves are set for active individual claims on group disability policies and for disability waiver of premium benefits on group term life policies. Assumptions considered in setting such reserves include disabled life mortality and claim termination rates (the rates at which disabled claimants come off claim, either through recovery or death), claim management practices, awards for social security and other benefit offsets and yield rates earned on assets supporting the reserves.

     Factors considered when setting IBNR reserves include patterns in elapsed time from claim incidence to claim reporting, and elapsed time from claim reporting to claim payment.

          Medical

     IBNR reserves represent the largest component of reserves estimated for claims and benefits payable in our Medical line of business, and we use a number of methods in their estimation, including the loss development method and the projected claim method for recent claim periods. We use several methods in our Medical line of business because of the limitations of relying exclusively on a single method. Loss development factors selected take into consideration claims processing levels, claims under case management, medical cost inflation, seasonal effects, medical provider discounts and product mix.

          Property and Warranty

     Our Property and Warranty line of business includes creditor-placed homeowners, manufactured housing homeowners, credit property, credit unemployment and warranty insurance and some longer-tail coverages which we no longer write (e.g. asbestos, environmental, other general liability and personal accident). Our Property and Warranty loss reserves consist of case reserves and bulk reserves. Bulk reserves consist of IBNR and development on case reserves. The method we most often use in setting our Property and Warranty bulk reserves is the loss development method. Under this method, we estimate ultimate losses for each accident period by multiplying the current cumulative losses by the appropriate loss development factor. We then calculate the bulk reserve as the difference between the estimate of ultimate losses and the current case-incurred losses (paid losses plus case reserves). We select loss development

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factors based on a review of historical averages, and we consider recent trends and business specific matters such as current claims payment practices.

     We may use other methods depending on data credibility and product line. We use the estimates generated by the various methods to establish a range of reasonable estimates. The best estimate of reserves is selected from the middle to upper end of third quartile of the range of reasonable estimates.

     Reinsurance

     We utilize ceded reinsurance for loss protection and capital management, business dispositions and, in Assurant Solutions, for client risk and profit sharing.

          Loss Protection and Capital Management

     As part of our overall risk and capacity management strategy, we purchase reinsurance for certain risks underwritten by our various business segments, including significant individual or catastrophic claims, which enables us to free up capital to enable us to write additional business.

     For those product lines where there is exposure to catastrophes, we closely monitor and manage the aggregate risk exposure by geographic area, and we have entered into reinsurance treaties to manage exposure to these types of events.

     Under indemnity reinsurance transactions in which we are the ceding insurer, we remain liable for policy claims if the assuming company fails to meet its obligations. To minimize this risk, we have control procedures to evaluate the financial condition of reinsurers and to monitor the concentration of credit risk. The selection of reinsurance companies is based on criteria related to solvency and reliability and, to a lesser degree, diversification as well as developing strong relationships with our reinsurers for the sharing of risks.

          Business Dispositions

     We have used reinsurance to exit certain businesses to facilitate the transactions because the businesses share legal entities with business segments that we retain. Assets backing liabilities ceded relating to these businesses are held in trusts, and the separate accounts relating to the divested business are still reflected in our balance sheet.

          Assurant Solutions Segment Client Risk and Profit Sharing

     The Assurant Solutions segment writes business produced by its clients, such as mortgage lenders and servicers and financial institutions, and reinsures all or a portion of such business to insurance subsidiaries of the clients. Such arrangements allow significant flexibility in structuring the sharing of risks and profits on the underlying business.

     A substantial portion of Assurant Solutions’ reinsurance activities are related to agreements to reinsure premiums and risk related to business generated by certain clients to the client’s captive insurance companies or to reinsurance subsidiaries in which the clients have an ownership interest. Through these arrangements, our insurance subsidiaries share some of the premiums and risk related to client-generated business with these clients. When the reinsurance companies are not authorized to do business in our insurance subsidiary’s domiciliary state, our insurance subsidiary generally obtains collateral, such as a trust or a letter of credit, from the reinsurance company or its affiliate in an amount equal to the outstanding reserves to obtain full financial credit in the domiciliary state for the reinsurance. Our reinsurance agreements do not relieve us from our direct obligation to our insured. Thus, a credit exposure exists to the extent that any reinsurer is unable to meet the obligations assumed in the reinsurance agreements. To

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minimize our exposure to reinsurance insolvencies, we evaluate the financial condition of our reinsurers and hold substantial collateral (in the form of funds, trusts and letters of credit) as security under the reinsurance agreements.

     Retirement and Other Employee Benefits

     We sponsor a pension and a retirement health benefit plan covering our employees who meet specified eligibility requirements. The reported expense and liability associated with these plans requires an extensive use of assumptions which include the discount rate, expected return on plan assets and rate of future compensation increases. We determine these assumptions based upon currently available market and industry data, historical performance of the plan and its assets, and consultation with an independent consulting actuarial firm to aid us in selecting appropriate assumptions and valuing our related liabilities. The actuarial assumptions used in the calculation of our aggregate projected benefit obligation may vary and include an expectation of long-term market appreciation in equity markets which is not changed by minor short-term market fluctuations, but does change when large interim deviations occur. The assumptions we use may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of the participants.

Critical Accounting Policies

     Our 2003 Form 10-K described the accounting policies that are critical to the understanding of our results of operations, financial condition and liquidity. The accounting policies described in the 2003 Form 10-K were consistently applied to the consolidated interim financial statements for the three and nine months ended September 30, 2004 and 2003.

     As stated in our 2003 Form 10-K, we adopted FAS 142, Goodwill and Other Intangible Assets, on January 1, 2002. As part of the adoption of FAS 142, we are required to test goodwill on an annual basis. We performed a January 1, 2004 impairment test at June 30, 2004 and concluded that goodwill was not impaired.

Recent Accounting Pronouncements

     See – Financial Statement Footnote 3.

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Results of Operations

Consolidated Overview

     The tables below present information regarding our consolidated results of operations:

For The Three and Nine Months Ended September 30, 2004 Compared to The Three and Nine Months Ended September 30, 2003

Total Revenues

     Total revenues increased by $56,283, or 3%, from $1,775,577 for the three months ended September 30, 2003, to $1,831,860 for the three months ended September 30, 2004. Total revenues increased by $306,083, or 6%, from $5,229,918 for the nine months ended September 30, 2003, to $5,536,001 for the nine months ended September 30, 2004.

     Net earned premiums and other considerations increased by $57,074, or 4%, from $1,546,474 for the three months ended September 30, 2003, to $1,603,548 for the three months ended September 30, 2004. Net earned premiums and other considerations increased by $310,756, or 7%, from $4,533,503 for the nine months ended September 30, 2003, to $4,844,259 for the nine months ended September 30, 2004. The increase for the three months ended September 30, 2004 was primarily due to an increase of $56,463 in Assurant Health. The increase for the nine months ended September 30, 2004 was primarily due to increases of $99,599 and $197,936 in Assurant Solutions and Assurant Health, respectively. The increase in Assurant Solutions for the nine months ended September 30, 2004 was primarily due to growth in their credit-placed homeowners insurance product line along with growth in the extended service contract and international business, offset by a decline in the domestic credit insurance business. The increases in

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Assurant Health for the three and nine months ended September 30, 2004 were primarily due to continued sales which partially reflect the success of Health Savings Accounts and premium rate increases.

     Net investment income increased by $9,311, or 6%, from $150,723 for the three months ended September 30, 2003, to $160,034 for the three months ended September 30, 2004. Net investment income increased by $14,878, or 3%, from $456,608 for the nine months ended September 30, 2003, to $471,486 for the nine months ended September 30, 2004. The average portfolio yield decreased 15 basis points from 5.71% for the three months ended September 30, 2003, to 5.56% for the three months ended September 30, 2004. The average portfolio yield decreased 34 basis points from 5.81% for the nine months ended September 30, 2003, to 5.47% for the nine months ended September 30, 2004. The decrease in the average portfolio yield for both periods was due to the lower interest rate environment. The average invested assets increased by approximately 9% and 10%, respectively, for the three and nine months ended September 30, 2004 compared to the three and nine months ended September 30, 2003.

     Net realized gains on investments declined by $4,833, or 66%, from net realized gains of $7,334 for the three months ended September 30, 2003, to net realized gains of $2,501 for the three months ended September 30, 2004. Net realized gains on investments improved by $7,639, or 52%, from net realized gains of $14,808 for the nine months ended September 30, 2003, to net realized gains of $22,447 for the nine months ended September 30, 2004. Net realized gains on investments are comprised of both other-than-temporary impairments and realized gains/(losses) on sales of securities. For the three months ended September 30, 2004 and 2003, we had other-than-temporary impairments of zero and $145, respectively. For the nine months ended September 30, 2004 and 2003, we had other-than-temporary impairments of $817 and $16,638, respectively. There were no individual impairments in excess of $10,000 for the three and nine months ended September 30, 2004 and 2003.

     Amortization of deferred gain on disposal of businesses decreased by $2,983, or 17%, from $17,522 for the three months ended September 30, 2003, to $14,539 for the three months ended September 30, 2004. Amortization of deferred gain on disposal of businesses decreased by $8,937, or 17%, from $52,235 for the nine months ended September 30, 2003, to $43,298 for the nine months ended September 30, 2004. The decreases were consistent with the run-off of the business ceded to The Hartford in 2001 and John Hancock in 2000.

     Fees and other income decreased by $2,286, or 4%, from $53,524 for the three months ended September 30, 2003, to $51,238 for the three months ended September 30, 2004. Fees and other income decreased by $18,253, or 11%, from $172,764 for the nine months ended September 30, 2003, to $154,511 for the nine months ended September 30, 2004. The decrease for the three months ended September 30, 2004 was primarily due to an increase in Assurant Solutions of $5,600, offset by a decrease in Corporate and Other of $8,124. The increase in Assurant Solutions was primarily due to growth in the extended service contracts and debt deferment business. The decrease in Corporate and Other was primarily due to a one-time adjustment recorded in the third quarter of 2003. The decrease for the nine months ended September 30, 2004 was primarily due to an increase in Assurant Health of $5,095, offset by decreases of $14,366 and $7,132 in Assurant Employee Benefits and Corporate and Other, respectively. The increase in Assurant Health was primarily due to additional insurance policy fees and higher fee-based product sales in individual markets. The decrease in Assurant Employee Benefits was primarily driven by lower fee income resulting from the sale of the Workability division.

Total Benefits, Losses and Expenses

     Total benefits, losses and expenses increased by $92,805, or 6%, from $1,629,801 for the three months ended September 30, 2003, to $1,722,606 for the three months ended September 30, 2004. Total benefits, losses and expenses increased by $303,773, or 6%, from $4,836,169 for the nine months ended September 30, 2003, to $5,139,942 for the nine months ended September 30, 2004.

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     Policyholder benefits increased by $97,613, or 11%, from $879,321 for the three months ended September 30, 2003, to $976,934 for the three months ended September 30, 2004. Policyholder benefits increased by $232,623, or 9%, from $2,656,325 for the nine months ended September 30, 2003, to $2,888,948 for the nine months ended September 30, 2004. The increase for the three months ended September 30, 2004 was primarily due to increases of $50,333, $15,507 and $27,173 in Assurant Solutions, Assurant Health and Assurant Employee Benefits, respectively. The increase for the nine months ended September 30, 2004 was primarily due to increases of $91,731, $99,829 and $29,568 in Assurant Solutions, Assurant Health and Assurant Employee Benefits, respectively. The increases in Assurant Solutions were primarily due to higher catastrophe losses, net of reinsurance, in 2004 from Hurricanes Charley, Frances, Ivan, and Jeanne. We incurred losses from catastrophes, net of reinsurance, of $75,500 and $10,000 for the three months ended September 30, 2004 and 2003, respectively, and $77,100 and $18,400 for the nine months ended September 30, 2004 and 2003, respectively. The increases in Assurant Health were primarily due to continued sales which partially reflect the success of Health Savings Accounts. The Assurant Health loss ratio improved for the three and nine months ended September 30, 2004 primarily due to favorable loss experience predominantly on individual health insurance business. The increases in Assurant Employees Benefits were primarily due to a reserve reduction in 2003. During the third quarter of 2003, we completed actuarial reserve adequacy studies which reflected that reserves were redundant by $17,915. Therefore, we reduced reserves by $17,915 in the third quarter of 2003 to reflect these estimates.

     Selling, underwriting and general expenses increased by $9,373, or 1%, from $721,192 for the three months ended September 30, 2003, to $730,565 for the three months ended September 30, 2004. Selling, underwriting and general expenses increased by $106,505, or 5%, from $2,091,990 for the nine months ended September 30, 2003, to $2,198,495 for the nine months ended September 30, 2004. The increase for the three months ended September 30, 2004 was primarily due to increases of $19,431 in Assurant Health, offset by a decrease of $12,154 in Assurant Solutions. The increase in Assurant Health for the three months ended September 30, 2004 was primarily related to increased commission expense on first year individual health insurance business. The decrease in Assurant Solutions for the three months ended September 30, 2004 was due to a change in the mix of business. The increase for the nine months ended September 30, 2004 was primarily due to increases of $28,815, $69,682, $6,266 and $17,165 in Assurant Solutions, Assurant Health, Assurant Preneed and Corporate and other, respectively, offset by a decrease in Assurant Employee Benefits of $15,423. The increase in Assurant Solutions for the nine months ending September 30, 2004 was primarily from increased business in the extended service contracts products and creditor-placed homeowners insurance product. The increase in Assurant Health for the nine months ending September 30, 2004 was primarily due to increased commission expense. The decrease in Assurant Employee Benefits for the nine months ending September 30, 2004 was primarily due to the sale of the Workability division. The increase in Assurant Preneed for the nine months ending September 30, 2004 was primarily due to additional maintenance expenses on a larger inforce block of business. The increase in Corporate and Other for the nine months ended September 30, 2004 was primarily due to costs related to the IPO in February and increased costs as a result of being a public company.

     Interest expense increased by $15,107, or 100%, from zero for the three months ended September 30, 2003, to $15,107 for the three months ended September 30, 2004. Interest expense increased by $41,104, or 100%, from zero for the nine months ended September 30, 2003, to $41,104 for the nine months ended September 30, 2004. The increases were the result of the two senior notes that we issued in February 2004. See – Liquidity and Capital Resources.

     On May 3, 2004 we sold our WorkAbility division. We incurred a $9,232 loss on disposal of this business in the second quarter of 2004.

     Distributions on mandatorily redeemable preferred securities of subsidiary trusts decreased by $29,288, or 100%, from $29,288 for the three months ended September 30, 2003, to zero for the three months ended September 30, 2004. Distributions on mandatorily redeemable preferred securities of subsidiary trusts decreased by $85,691, or 98%, from $87,854 for the nine months ended September 30,

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2003, to $2,163 for the nine months ended September 30, 2004. The declines were due to the early redemption of $1,249,850 of mandatorily redeemable preferred securities of subsidiary trusts in December 2003 and $196,224 of mandatorily redeemable preferred securities of subsidiary trusts in January 2004.

Net Income

     Net income decreased by $24,554, or 25%, from $99,398 for the three months ended September 30, 2003, to $74,844 for the three months ended September 30, 2004. Net income increased by $1,147, or less than 1%, from $263,285 for the nine months ended September 30, 2003, to $264,432 for the nine months ended September 30, 2004.

     Income taxes decreased by $11,968, or 26%, from $46,378 for the three months ended September 30, 2003, to $34,410 for the three months ended September 30, 2004. Income taxes increased by $1,163, or 1%, from $130,464 for the nine months ended September 30, 2003, to $131,627 for the nine months ended September 30, 2004. The effective tax rate for the three months ended September 30, 2003 was 31.8% compared to 31.5% for the three months ended September 30, 2004. The effective tax rate for the nine months ended September 30, 2003 was 33.1% compared to 33.2% for the nine months ended September 30, 2004.

Assurant Solutions

Overview

     The tables below present information regarding Assurant Solutions’ segment results of operations: