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

3

Assurant, Inc. and Subsidiaries

See the accompanying notes to the consolidated financial statements

4

Assurant, Inc. and Subsidiaries

See the accompanying notes to the consolidated financial statements

5

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: