UNITED STATES

FORM 10-Q

     (Mark One)

Assurant, Inc.

(Exact name of registrant as specified in its charter)

One Chase Manhattan Plaza, 41st Floor
New York, New York
(Address of Principal Executive Offices)

10005
(Zip Code)

(212) 859-7000
(Registrant’s Telephone Number, Including Area Code)

     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 April 30, 2004 was 142,208,676.

ASSURANT, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

TABLE OF CONTENTS

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

See the accompanying notes to the consolidated financial statements

1

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

See the accompanying notes to the consolidated financial statements

2

Assurant, Inc. and Subsidiaries
Consolidated Statement of Operations (Unaudited)
Three Months Ended March 31, 2004 and 2003

See the accompanying notes to the consolidated financial statements

3

Assurant, Inc. and Subsidiaries
Consolidated Statement of Changes in Stockholders’ Equity
From December 31, 2003 through March 31, 2004 (unaudited)

See the accompanying notes to the consolidated financial statements

4

Assurant, Inc. and Subsidiaries
Consolidated Statement of Cash Flows
Three Months Ended March 31, 2004 and 2003 (unaudited)

See the accompanying notes to the consolidated financial statements

5

Assurant, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Three months ended March 31, 2004 and 2003
(Unaudited)

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 (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.

6

Assurant, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Three months ended March 31, 2004 and 2003
(Unaudited)

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

     Dollar amounts are presented in U.S. dollars and all 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.

     Operating results for the three months ended March 31, 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.

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 became effective on May 12, 2004.

7

Assurant, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Three months ended March 31, 2004 and 2003
(Unaudited)

     The interest expense accrued at March 31, 2004 relating to the senior notes was $6,688.

     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 Market, 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 convenants. 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. The Company did not use the commercial paper program or the revolving credit facility during the three months ended March 31, 2004 and no amounts are outstanding.

     The revolving credit facility contains restrictive covenants. The terms of revolving credit facility also require that the Company maintain certain specified minimum ratio and thresholds. As of March 31, 2004 the Company is in compliance with all convenants and the Company maintained all specified minimum ratios and thresholds.

5.

Stock Based Compensation

  Stock Option Plan

     In contemplation of the IPO, the Company’s Stock Option Plan was terminated effective September 22, 2003, and all stock options thereunder were cancelled in exchange for a payment of the fair value of such options, as determined by an independent third party. Payments totaling $2,237 were made in the fourth quarter of 2003. There is no further obligation associated with the Company’s Stock Option Plan.

     The Company accounted for the Stock Option Plan as prescribed by APB Opinion No. 25, Accounting for Stock Issued to Employees, (“APB 25”) and related interpretations. Accordingly, compensation cost was charged to income over the service period (vesting period) and was adjusted for subsequent changes in the market value of the stock that were subsequently amortized over the vesting period.

8

Assurant, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Three months ended March 31, 2004 and 2003
(Unaudited)

     The following pro forma information of net income and net income per share amounts were determined as if the Company had accounted for the Stock Option Plan under the fair value method of FAS 123:

     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 period ended March 31, 2004 was $252.

9

Assurant, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Three months ended March 31, 2004 and 2003
(Unaudited)

6.

Retirement and Other Employee Benefits

     The components of net periodic benefits cost for March 31, 2004 and 2003 were as follows:

     The Company previously disclosed in its financial statements for the year ended December 31, 2003, that it expected to contribute $11,000 to its pension plan and $1,200 to its retirement health benefit plan in 2004. As of March 31, 2004, the Company had not made any contributions to the pension plan and contributed $300 to the retirement health benefit plan. The Company expects to contribute $6,000 and $300 to its pension plan and retirement health benefit plan, respectively, in the second quarter of 2004.

7.

Segment Information

     The Company has five reportable segments, which are defined based on the nature of the products and services offered: Solutions, Health, Employee Benefits, Preneed, and Corporate and Other. Solutions provides credit insurance, including life, disability and unemployment, debt protection administration services, creditor-placed homeowners insurance and manufactured housing homeowners insurance. Health provides individual, short-term and small group health insurance. Employee Benefits provides employee-paid dental insurance and employer-paid dental insurance, disability and life insurance products and related services. 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 portions of 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 & 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.

10

Assurant, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Three months ended March 31, 2004 and 2003
(Unaudited)

     As of January 1, 2004, the Company changed the 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 $1, $3,049, $44 and $1,764 in Assurant Solutions, Assurant Health, Assurant Employee Benefits and Assurant Preneed, respectively, with a decrease in investment income of $4,858 in Corporate and Other at March 31, 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, CORE, Inc., a subsidiary which is part of the Employee Benefits Segment, sold the assets of its WorkAbility Division to Broadspire Services, Inc. and Broadspire Management Services, Inc. The selling price is $3,536 in cash and the estimated net loss on the sale is $9,400 pre-tax.

11

Assurant, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Three months ended March 31, 2004 and 2003
(Unaudited)

     The following tables summarize selected financial information by segment: