Table of Contents

---

Common Stock

---

Fortis Insurance N.V., the selling stockholder in this offering, is offering 27,200,000 shares of our common stock in an underwritten offering. All of the shares of common stock being sold in this offering are being sold by the selling stockholder. We will not receive any of the proceeds from the sale of shares by the selling stockholder.

---

Our shares of common stock are listed on the New York Stock Exchange under the symbol “AIZ.” The last reported sale price of our common stock on the New York Stock Exchange on January 20, 2005 was $30.60 per share.

---

Investing in our common stock involves risks. See “Risk Factors” beginning on page 11.

---

PRICE $30.60 A SHARE

---

						Underwriting
						Discounts and				Proceeds to Selling
		Price to Public				Commissions				Stockholder
Per Share			$30.60				$.9945				$29.6055
Total			$832,320,000				$27,050,400				$805,269,600

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on January 26, 2005.

---

MORGAN STANLEY

---

CITIGROUP

	CREDIT SUISSE FIRST BOSTON

	LEHMAN BROTHERS

	MERRILL LYNCH & CO.

---

GOLDMAN, SACHS & CO.

	JPMORGAN

	KEYBANC CAPITAL MARKETS

	UBS INVESTMENT BANK

---

COCHRAN, CARONIA & CO.

	FORTIS SECURITIES

	FOX-PITT, KELTON

	RAYMOND JAMES

	SUNTRUST ROBINSON HUMPHREY

---

TABLE OF CONTENTS

		Page
Prospectus Summary			1
Risk Factors			11
Forward-Looking Statements			35
Use of Proceeds			36
Price Range of Common Stock			36
Dividend Policy			37
Capitalization			38
Selected Consolidated Financial Information			39
Management’s Discussion and Analysis of Financial Condition and Results of Operations			42
Business			92
Regulation			127
Management			138
Principal and Selling Stockholders			158
Certain Relationships and Related Transactions			160
Certain United States Tax Consequences to Non-U.S. Holders			164
Description of Share Capital			166
Description of Indebtedness			170
Shares Eligible for Future Sale			172
Underwriting			173
Legal Matters			176
Experts			176
Where You Can Find More Information			176
Index to Consolidated Financial Statements			F-1
Glossary of Selected Insurance and Reinsurance Terms			G-1

---

      You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with information that is different from that contained in this prospectus. We are offering to sell and seeking offers to buy these securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of common stock.

      The states in which our insurance subsidiaries are domiciled have enacted laws which require regulatory approval for the acquisition of “control” of insurance companies. Under these laws, there exists a presumption of “control” when an acquiring party acquires 10% or more (5% or more, in the case of Florida) of the voting securities of an insurance company or of a company which itself controls an insurance company. Therefore, any person acquiring 10% or more (5% or more, in the case of Florida) of our common stock would need the prior approval of the state insurance regulators of these states, or a determination from such regulators that “control” has not been acquired.

      In this prospectus, references to the “Company,” “Assurant,” “we,” “us” or “our” refer to Assurant, Inc., a Delaware corporation, and its subsidiaries, or its predecessor Fortis, Inc., a Nevada corporation, and its subsidiaries. References to “Fortis” refer to Fortis Insurance N.V., a public company with limited liability incorporated as a naamloze vennootschap under Dutch law. References to “Fortis Group” refer to the group of companies, including Fortis, jointly owned and/or controlled either directly or indirectly by Fortis SA/NV, a public company with limited liability incorporated as a naamloze vennootschap/société anonyme under Belgian law, and Fortis N.V., a public company with limited liability incorporated as a naamloze vennootschap under Dutch law, such group including Fortis SA/NV and Fortis N.V.

      For your convenience, we have provided a glossary, beginning on page G-1, of selected insurance and reinsurance terms.

---

Table of Contents

1

---

Table of Contents

2

---

Table of Contents

3

---

Table of Contents

4

---

Table of Contents

5

---

Table of Contents

6

---

Table of Contents

7

---

Table of Contents

8

---

Table of Contents

9

---

Table of Contents

10

---

Table of Contents

RISK FACTORS

      An investment in our common stock involves a number of risks. You should carefully consider the following information about these risks, together with the other information contained in this prospectus, before investing in our common stock. Any of the events or circumstances described as risks below could result in a significant or material adverse effect on our business, results of operations or financial condition and a corresponding decline in the market price of our common stock.

Risks Related to Our Company

     Our profitability may decline if we are unable to maintain our relationships with significant clients, distributors and other parties important to the success of our business.

      Our relationships and contractual arrangements with significant clients, distributors and other parties with which we do business are important to the success of our business segments. Many of these arrangements are exclusive. For example, in Assurant Solutions, we have exclusive relationships with several mortgage lenders and servicers, retailers, credit card issuers and other financial institutions through which we distribute our products. In Assurant Health, we have exclusive distribution relationships for our individual health insurance products with Insurance Placement Services, Inc. (IPSI), a wholly owned subsidiary of State Farm Mutual Automobile Insurance Company (State Farm), and United Services Automobile Association (USAA), as well as a relationship with Health Advocates Alliance, the association through which we provide many of our individual health insurance products, through Assurant Health’s agreement dated September 1, 2003 with its administrator, National Administration Company, Inc. An association in the health insurance market is an entity formed and maintained in good faith for purposes other than obtaining insurance and does not make health insurance coverage offered through the association available other than in connection with membership in the association. The agreement that provides for our exclusive distribution relationship with IPSI terminates in June 2008, but may be extended if agreed to by both parties. We also maintain contractual relationships with several separate networks of health and dental care providers, each referred to as a PPO, through which we obtain discounts. A PPO is an entity that acts as an intermediary between an insurer and a network of hospitals, physicians, dentists or other providers of health care who have agreed to provide care to insureds subject to contractually established reimbursement rates. In Assurant PreNeed, we have an exclusive distribution relationship with SCI. Many of these arrangements have terms ranging from one to five years. Although we believe we have generally been successful in maintaining our client, distribution and related relationships, if these parties decline to renew or seek to terminate these arrangements, our results of operations and financial condition could be materially adversely affected. In addition, we are subject to the risk that these parties may face financial difficulties, reputational issues or problems with respect to their own products and services, which may lead to decreased sales of our products and services. Moreover, if one or more of our clients or distributors consolidate or align themselves with other companies, we may lose business or suffer decreased revenues. A loss of the discount arrangements with PPOs could also lead to higher medical or dental costs and/or a loss of members to other medical or dental plans.

      For example, Assurant Solutions lost a few clients over the last three years as a result of bankruptcies and termination of contracts either by it or its clients; however, none of the clients lost was significant to its business. At Assurant Health, client turnover has been stable over the last three years as none of the clients lost was significant to its business. Assurant PreNeed terminated several client relationships with three funeral home groups in 2003 because of profitability issues with the business; none of the clients terminated was significant to its business.

     Sales of our products and services may be reduced if we are unable to attract and retain sales representatives or develop and maintain distribution sources.

      We distribute our insurance products and services through a variety of distribution channels, including:

	•	independent employee benefits specialists;
	•	brokers;

11

---

Table of Contents

	•	managing general agents;
	•	life agents;
	•	financial institutions;
	•	funeral directors;
	•	association groups; and
	•	other third-party marketing organizations.

      Our relationships with these various distributors are significant both for our revenues and profits. We do not distribute our insurance products and services through captive or affiliated agents. In Assurant Health, we depend in large part on the services of independent agents and brokers and on associations, including Health Advocates Alliance, in the marketing of our products. In Assurant Employee Benefits, independent agents and brokers who act as advisors to our customers market and distribute our products. Independent agents and brokers are typically not exclusively dedicated to us and usually also market products of our competitors. Strong competition exists among insurers to form relationships with agents and brokers of demonstrated ability. We compete with other insurers for sales representatives, agents and brokers primarily on the basis of our financial position, support services, compensation and product features. In addition, by relying on independent agents and brokers to distribute products for us, we face continued competition from our competitors’ products. Moreover, our ability to market our products and services depends on our ability to tailor our channels of distribution to comply with changes in the regulatory environment. Recently, the marketing of health insurance through association groups and broker compensation arrangements have come under increased scrutiny. An interruption in, or changes to, our relationships with various third-party distributors or our inability to respond to regulatory changes could impair our ability to compete and market our insurance products and services and materially adversely affect our results of operations and financial condition.

      We have our own sales representatives whose role in the distribution process varies by segment. We depend in large part on our sales representatives to develop and maintain client relationships. Our inability to attract and retain effective sales representatives could materially adversely affect our results of operations and financial condition.

     General economic, financial market and political conditions may adversely affect our results of operations and financial condition.

      Our results of operations and financial condition may be materially adversely affected from time to time by general economic, financial market and political conditions. These conditions include economic cycles such as:

	•	insurance industry cycles;
	•	levels of employment;
	•	levels of consumer lending;
	•	levels of inflation; and
	•	movements of the financial markets.

      Fluctuations in interest rates, monetary policy, demographics, and legislative and competitive factors also influence our performance. During periods of economic downturn:

	•	individuals and businesses may choose not to purchase our insurance products and other related products and services, may terminate existing policies or contracts or permit them to lapse, may choose to reduce the amount of coverage purchased or, in Assurant Employee Benefits and in small group employer health insurance in Assurant Health, may have fewer employees requiring insurance coverage due to rising unemployment levels;

12

---

Table of Contents

	•	new disability insurance claims and claims on other specialized insurance products tend to rise;
	•	there is a higher loss ratio on credit card and installment loan insurance due to rising unemployment levels; and
	•	insureds tend to increase their utilization of health and dental benefits if they anticipate becoming unemployed or losing benefits.

      In addition, general inflationary pressures may affect the costs of medical and dental care, as well as repair and replacement costs on our real and personal property lines, increasing the costs of paying claims. Inflationary pressures may also affect the costs associated with our pre-funded funeral insurance policies, particularly those that are guaranteed to grow with the Consumer Price Index. Pre-funded funeral insurance provides benefits to fund the costs incurred in connection with a pre-arranged funeral contract, which is an arrangement between a funeral firm and an individual whereby the funeral firm agrees to perform a selected funeral upon the individual’s death.

     Our actual claims losses may exceed our reserves for claims, which may require us to establish additional reserves that may materially reduce our earnings, profitability and capital.

      We maintain reserves to cover our estimated ultimate exposure for claims and claim adjustment expenses with respect to reported and unreported claims incurred but not reported as of the end of each accounting period. Reserves, whether calculated under GAAP or statutory accounting principles (SAP), do not represent an exact calculation of exposure, but instead represent our best estimates, generally involving actuarial projections at a given time, of what we expect the ultimate settlement and administration of a claim or group of claims will cost based on our assessment of facts and circumstances then known. The adequacy of reserves will be impacted by future trends in claims severity, frequency, judicial theories of liability and other factors. These variables are affected by both external and internal events, such as:

	•	changes in the economic cycle;
	•	changes in the social perception of the value of work;
	•	emerging medical perceptions regarding physiological or psychological causes of disability;
	•	emerging health issues and new methods of treatment or accommodation;
	•	inflation;
	•	judicial trends;
	•	legislative changes; and
	•	claims handling procedures.

      Many of these items are not directly quantifiable, particularly on a prospective basis. Reserve estimates are refined as experience develops. Adjustments to reserves, both positive and negative, are reflected in the statement of operations of the period in which such estimates are updated. Because establishment of reserves is an inherently uncertain process involving estimates of future losses, there can be no certainty that ultimate losses will not exceed existing claims reserves. During the past three years, we did not experience substantial deviations in actual claims losses from reserve estimates previously established. However, future loss development could require reserves to be increased, which could have a material adverse effect on our earnings in the periods in which such increases are made.

     We may be unable to accurately predict benefits, claims and other costs or to manage such costs through our loss limitation methods, which could have a material adverse effect on our results of operations and financial condition.

      Our profitability depends in large part on accurately predicting benefits, claims and other costs, including medical and dental costs, and predictions regarding the frequency and magnitude of claims on our disability and property coverages. It also depends on our ability to manage future benefit and other costs through

13

---

Table of Contents

	•	changes in health and dental care practices;
	•	inflation;
	•	new technologies;
	•	the cost of prescription drugs;
	•	clusters of high cost cases;
	•	changes in the regulatory environment;
	•	economic factors;
	•	the occurrence of catastrophes; and
	•	numerous other factors affecting the cost of health and dental care and the frequency and severity of claims in all our business segments.

      The judicial and regulatory environments, changes in the composition of the kinds of work available in the economy, market conditions and numerous other factors may also materially adversely affect our ability to manage claim costs. As a result of one or more of these factors or other factors, claims could substantially exceed our expectations, which could have a material adverse effect on our results of operations and financial condition.

      As industry practices and legal, judicial, social and other environmental conditions change, unexpected and unintended issues relating to claims and coverage may emerge. These issues could materially adversely affect our results of operations and financial condition by either extending coverage beyond our underwriting intent or by increasing the number or size of claims or both. We may be limited in our ability to respond to such changes, by insurance regulations, existing contract terms, contract filing requirements, market conditions or other factors.

     Our investment portfolio is subject to several risks that may diminish the value of our invested assets and affect our sales and profitability.

	Our investment portfolio may suffer reduced returns or losses that could reduce our profitability.

      Investment returns are an important part of our overall profitability and significant fluctuations in the fixed income market could impair our profitability, financial condition and/or cash flows. Our investments are subject to market-wide risks and fluctuations, as well as to risks inherent in particular securities. In particular, volatility of claims may force us to liquidate securities prior to maturity, which may cause us to incur capital losses. If we do not structure our investment portfolio so that it is appropriately matched with our insurance liabilities, we may be forced to liquidate investments prior to maturity at a significant loss to cover such liabilities. For the nine-month period ended September 30, 2004, our net investment income was $471 million and our net realized gains on investments were $22 million, which collectively accounted for approximately 9% of our total revenues during such period. For the year ended December 31, 2003, our net investment income was $607 million and our net realized gains on investments were $2 million, which collectively accounted for approximately 9% of our total revenues during such period.

14

---

Table of Contents

     The performance of our investment portfolio is subject to fluctuations due to changes in interest rates and market conditions.

      Changes in interest rates can negatively affect the performance of some of our investments. Interest rate volatility can reduce unrealized gains or create unrealized losses in our portfolios. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. Fluctuations in interest rates affect our returns on, and the market value of, fixed maturity and short-term investments, which comprised $9,272 million, or 81%, of the fair value of our total investments as of September 30, 2004 and $9,005 million, or 82%, as of December 31, 2003.

      The fair market value of the fixed maturity securities in our portfolio and the investment income from these securities fluctuate depending on general economic and market conditions. The fair market value generally increases or decreases in an inverse relationship with fluctuations in interest rates, while net investment income realized by us from future investments in fixed maturity securities will generally increase or decrease with interest rates. In addition, actual net investment income and/or cash flows from investments that carry prepayment risk, such as mortgage-backed and other asset-backed securities, may differ from those anticipated at the time of investment as a result of interest rate fluctuations. In periods of declining interest rates, mortgage prepayments generally increase and mortgage-backed securities, commercial mortgage obligations and bonds in our investment portfolio are more likely to be prepaid or redeemed as borrowers seek to borrow at lower interest rates, and we may be required to reinvest those funds in lower interest-bearing investments. As of September 30, 2004, mortgage-backed and other asset-backed securities represented approximately $1,780 million, or 20%, of the fair value of our total investments.

      Because substantially all of our fixed maturity securities are classified as available for sale, changes in the market value of these securities are reflected in our balance sheet. Similar treatment is not available for liabilities. Therefore, interest rate fluctuations affect the value of our investments and could materially adversely affect our results of operations and financial condition.

      We employ asset/ liability matching strategies to reduce the adverse effects of interest rate volatility and to ensure that cash flows are available to pay claims as they become due. Our asset/ liability matching strategies include:

	•	asset/ liability duration management;
	•	structuring our bond and commercial mortgage loan portfolios to limit the effects of prepayments; and
	•	consistent monitoring of, and appropriate changes to, the pricing of our products.

      However, these strategies may fail to eliminate or reduce the adverse effects of interest rate volatility, and no assurances can be given that significant fluctuations in the level of interest rates will not have a material adverse effect on our results of operations and financial condition.

      In addition, Assurant PreNeed generally writes whole life insurance policies with increasing death benefits and obtains much of its profits through interest rate spreads. Whole life insurance refers to a form of life insurance that provides guaranteed death benefits and guaranteed cash values to policyholders. Interest rate spreads refer to the difference between the death benefit growth rates on pre-funded funeral insurance policies and the investment returns generated on the assets we hold related to those policies. As of September 30, 2004, approximately 83% of Assurant PreNeed’s in force insurance policy reserves related to policies that provide for death benefit growth, some of which provide for minimum death benefit growth pegged to changes in the Consumer Price Index. In extended periods of declining interest rates or high inflation, there may be compression in the spread between Assurant PreNeed’s death benefit growth rates and its investment earnings or a negative spread. As a result, declining interest rates or high inflation rates may have a material adverse effect on our results of operations and our overall financial condition.

      Assurant Employee Benefits calculates reserves for long-term disability and life waiver of premium claims using net present value calculations based on current interest rates at the time claims are funded and expectations regarding future interest rates. Waiver of premium refers to a provision in a life insurance policy

15

---

Table of Contents

	Our investment portfolio is subject to credit risk.

      We are subject to credit risk in our investment portfolio, primarily from our investments in corporate bonds and preferred stocks. Defaults by third parties in the payment or performance of their obligations could reduce our investment income and realized investment gains or result in investment losses. Further, the value of any particular fixed maturity security is subject to impairment based on the creditworthiness of a given issuer. As of September 30, 2004, we held $9,046 million of fixed maturity securities, or 79% of the fair value of our total invested assets at such date. Our fixed maturity portfolio also includes below investment grade securities, which comprised 6% of the fair value of our total fixed maturity securities at September 30, 2004 and December 31, 2003. These investments generally provide higher expected returns but present greater risk and can be less liquid than investment grade securities. A significant increase in defaults and impairments on our fixed maturity securities portfolio could materially adversely affect our results of operations and financial condition. Other-than-temporary impairment losses on our available for sale securities totaled $0.8 million for the nine months ended September 30, 2004 and $20 million for the year ended December 31, 2003.

      As of September 30, 2004, less than 1% of the fair value of our total investments was invested in common stock; however, we have had higher percentages in the past and may make more such investments in the future. Investments in common stock generally provide higher expected total returns, but present greater risk to preservation of principal than our fixed income investments.

      In addition, while currently we do not utilize derivative instruments to hedge or manage our interest rate or equity risk, we may do so in the future. Derivative instruments generally present greater risk than fixed income investments or equity investments because of their greater sensitivity to market fluctuations. Effective as of August 1, 2003, we utilize derivative instruments in managing Assurant PreNeed’s exposure to inflation risk. While these instruments seek to protect a portion of Assurant PreNeed’s existing business that is tied to the Consumer Price Index, a sharp increase in inflation could have a material adverse effect on our results of operations and financial condition.

	Our commercial mortgage loans and real estate investments subject us to liquidity risk.

      As of September 30, 2004, commercial mortgage loans on real estate investments represented approximately 9% of the fair value of our total investments. These types of investments are relatively illiquid, thus increasing our liquidity risk. In addition, if we require extremely large amounts of cash on short notice, we may have difficulty selling these investments at attractive prices, in a timely manner, or both.

     The risk parameters of our investment portfolio may not target an appropriate level of risk, thereby reducing our profitability and diminishing our ability to compete and grow.

      We seek to earn returns on our investments to enhance our ability to offer competitive rates and prices to our customers. Accordingly, our investment decisions and objectives are a function of the underlying risks and product profiles of each of our business segments. However, we may not succeed in targeting an appropriate overall risk level for our investment portfolio. As a result, the return on our investments may be insufficient to meet our profit targets over the long term, thereby reducing our profitability. If, in response, we choose to increase our product prices to maintain profitability, we may diminish our ability to compete and grow.

16

---

Table of Contents

     Environmental liability exposure may result from our commercial mortgage loan portfolio and real estate investments.

      Liability under environmental protection laws resulting from our commercial mortgage loan portfolio and real estate investments may harm our financial strength and reduce our profitability. Under the laws of several states, contamination of a property may give rise to a lien on the property to secure recovery of the costs of the cleanup. In some states, this kind of lien has priority over the lien of an existing mortgage against the property, which would impair our ability to foreclose on that property should the related loan be in default. In addition, under the laws of some states and under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, under certain circumstances, we may be liable for costs of addressing releases or threatened releases of hazardous substances that require remedy at a property securing a mortgage loan held by us. We also may face this liability after foreclosing on a property securing a mortgage loan held by us after a loan default.

     Catastrophe losses, including man-made catastrophe losses, could materially reduce our profitability and have a material adverse effect on our results of operations and financial condition.

      Our insurance operations expose us to claims arising out of catastrophes, particularly in our homeowners, life and other personal business lines. We have experienced, and expect in the future to experience, catastrophe losses that may materially reduce our profitability or have a material adverse effect on our results of operations and financial condition. Catastrophes can be caused by various natural events, including hurricanes, windstorms, earthquakes, hailstorms, severe winter weather, fires and epidemics, or can be man-made catastrophes, including terrorist attacks or accidents such as airplane crashes. The frequency and severity of catastrophes are inherently unpredictable. Catastrophe losses can vary widely and could significantly exceed our recent historic results. It is possible that both the frequency and severity of man-made catastrophes will increase and that we will not be able to implement exclusions from coverage in our policies or obtain reinsurance for such catastrophes.

      The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area affected by the event and the severity of the event. Most of our catastrophe claims in the past have related to homeowners and other personal lines coverages, which for the nine months ended September 30, 2004 represented approximately 26% of our net earned premiums and other consideration in our Assurant Solutions segment. In addition, as of September 30, 2004, approximately 35% of the insurance in force in our homeowners and other personal lines related to properties located in California, Florida and Texas. As a result of our creditor-placed homeowners insurance product, which typically provides coverage against an insured’s property being destroyed or damaged by various perils, our concentration in these areas may increase in the future. This is because in our creditor-placed homeowners insurance line, we agree to provide homeowners insurance coverage automatically. If other insurers withdraw coverage in these or other states, this may lead to adverse selection and increased utilization of our creditor-placed homeowners insurance in these areas. Adverse selection refers to the process by which an applicant who believes himself to be uninsurable, or at greater than average risk, seeks to obtain an insurance policy at a standard premium rate.

      Claims resulting from natural or man-made catastrophes could cause substantial volatility in our financial results for any fiscal quarter or year and could materially reduce our profitability or harm our financial condition. Our ability to write new business also could be affected. Increases in the value and geographic concentration of insured property and the effects of inflation could increase the severity of claims from catastrophes in the future.

      Pre-tax catastrophe losses in excess of $1 million (before the benefits of reinsurance) that we have experienced in recent years include:

	•	a loss of approximately $10 million incurred in 2001 in connection with tropical storm Allison;
	•	total losses of approximately $12 million incurred in 2002 in connection with Arizona wildfires, Texas floods and Hurricane Lili;

17

---

Table of Contents

	•	total losses of approximately $30 million incurred in 2003 in connection with various catastrophes caused by windstorms, hailstorms and tornadoes, Hurricane Isabel and the California wildfires; and
	•	total losses of approximately $101 million incurred through September 30, 2004 in connection with the four Florida hurricanes. Subsequent to September 30, 2004, we incurred an additional $21 million of losses related to these hurricanes. Total reinsurance recoveries related to these events are anticipated to be approximately $32 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Results of Operations.”

      No liquidation in investments was required in connection with these catastrophes as the claims were paid from current cash flow, cash on hand or short-term investments.

      In addition, our group life and health insurance operations could be materially impacted by catastrophes such as terrorist attacks or by an epidemic that causes a widespread increase in mortality, morbidity or disability rates or that causes an increase in the need for medical care. The mortality rate refers to the relationship of the frequency of deaths of individual members of a group to the entire group membership over a specified period of time. The morbidity rate refers to the relationship of the incidence of disease or disability contracted by individual members of a group to the entire group membership over a specified period of time. For example, the influenza epidemic of 1918 caused several million deaths. Losses due to catastrophes would not generally be covered by reinsurance and could have a material adverse effect on our results of operations and financial condition. In addition, in Assurant PreNeed the average age of policyholders is in excess of 72 years. This group is more susceptible to epidemics than the overall population, and an epidemic resulting in a higher incidence of mortality could have a material adverse effect on our results of operations and financial condition.

      Our ability to manage these risks depends in part on our successful utilization of catastrophic property and life reinsurance to limit the size of property and life losses from a single event or multiple events, and life and disability reinsurance to limit the size of life or disability insurance exposure on an individual insured life. It also depends in part on state regulation that may prohibit us from excluding such risks or from withdrawing from or increasing premium rates in catastrophe-prone areas. As discussed further below, catastrophe reinsurance for our group insurance lines is not currently widely available. This means that the occurrence of a significant catastrophe could materially reduce our profitability and have a material adverse effect on our results of operations and financial condition.

     Reinsurance may not be available or adequate to protect us against losses, and we are subject to the credit risk of reinsurers.

      As part of our overall risk and capacity management strategy, we purchase reinsurance for certain risks underwritten by our various business segments. Market conditions beyond our control determine the availability and cost of the reinsurance protection we purchase. For example, subsequent to the terrorist assaults of September 11, 2001, reinsurance for man-made catastrophes became generally unavailable due to capacity constraints and, to the limited extent available, much more expensive. The high cost of reinsurance or lack of affordable coverage could adversely affect our results. If we fail to obtain sufficient reinsurance, it could adversely affect our ability to write future business.

      As part of our business, we have reinsured certain life, property and casualty and health risks to reinsurers. Although the reinsurer is liable to us to the extent of the ceded reinsurance, we remain liable as the direct insurer on all risks reinsured. As a result, ceded reinsurance arrangements do not eliminate our obligation to pay claims. We are subject to credit risk with respect to our ability to recover amounts due from reinsurers. Our reinsurers may not pay the reinsurance recoverables that they owe to us or they may not pay such recoverables on a timely basis. A reinsurer’s insolvency, underwriting results or investment returns may affect its ability to fulfill reinsurance obligations.

      Our reinsurance facilities are generally subject to annual renewal. We may not be able to maintain our current reinsurance facilities and, even where highly desirable or necessary, we may not be able to obtain other reinsurance facilities in adequate amounts and at favorable rates. If we are unable to renew our expiring

18

---

Table of Contents

      Historically, we have maintained reinsurance on a significant portion of our Assurant Health business, but we will not renew or replace this reinsurance effective as of December 31, 2004 and therefore, we will not be entitled to certain reinsurance recoverables to which we were previously entitled.

     We have sold businesses through reinsurance that could again become our direct financial and administrative responsibility if the purchasing companies were to become insolvent.

      We have sold businesses through reinsurance ceded to third parties, such as our 2001 sale of the insurance operations of our Fortis Financial Group (FFG) division to The Hartford Financial Services Group Inc. (The Hartford). The assets backing the liabilities on these businesses are held in a trust, and the separate accounts relating to the FFG business are still reflected on our balance sheet. Such separate accounts represent assets allocated under certain policies and contracts that are segregated from the general account and other separate accounts. The policyholder or contractholder bears the risk of investments held in a separate account. However, we would be responsible for administering this business in the event of a default by the reinsurer. We do not have the administrative systems and capabilities to process this business today. Accordingly, we would need to obtain those capabilities in the event of an insolvency of one or more of the reinsurers of these businesses. We might be forced to obtain such capabilities on unfavorable terms, with a resulting material adverse effect on our results of operations and financial condition. In addition, under the reinsurance agreement, The Hartford is obligated to contribute funds to increase the value of the separate accounts relating to the business sold if such value declines. If The Hartford fails to fulfill these obligations, we will be obligated to make these payments.

     We are exposed to the credit risk of our agents in Assurant PreNeed and our clients in Assurant Solutions.

      We advance agents’ commissions as part of our pre-funded funeral insurance product offerings. These advances are a percentage of the total face amount of coverage as opposed to a percentage of the first-year premium paid, the formula that is more common in other life insurance markets. There is a one-year payback provision against the agency if death or lapse occurs within the first policy year. There is a very large producer within Assurant PreNeed and if it were unable to fulfill its payback obligations, it could have an adverse effect on our results of operations and financial condition. However, we have not had any loss experience with this very large producer to date. In addition, we are subject to the credit risk of the parties with which we contract in Assurant Solutions. If these parties fail to remit payments owed to us or pass on payments they collect on our behalf, it could have an adverse effect on our results of operations.

     A further decline in the manufactured housing market may adversely affect our results of operations and financial condition.

      The manufactured housing industry has experienced a significant decline in both shipments and retail sales in the last six years. Manufactured housing shipments have decreased from approximately 350,000 in 1999 to approximately 120,000 (annualized) in 2004, representing a 66% decline. Repossessions are at an all time high, resale values have been significantly reduced and several lenders, dealers, manufacturers and vertically integrated manufactured housing companies have either ceased operations or gone bankrupt. This downturn in the industry is the result of several factors, including excess production, aggressive sales practices, reduced underwriting standards and poor lending practices. As a result of this downturn, the industry has experienced consolidation, with the leaders purchasing the weaker competitors. If these downward trends continue, our results of operations and financial condition may be adversely affected.

19

---

Table of Contents

     The financial strength of our insurance company subsidiaries is rated by A.M. Best, Moody’s and S&P, and a decline in these ratings could affect our standing in the insurance industry and cause our sales and earnings to decrease.

      Ratings have become an increasingly important factor in establishing the competitive position of insurance companies. Most of our domestic operating insurance subsidiaries are rated by A.M. Best. Six of our domestic operating insurance subsidiaries are rated by Moody’s and seven of our domestic operating insurance subsidiaries are rated by S&P. The ratings reflect A.M. Best’s, Moody’s and S&P’s opinions of our subsidiaries’ financial strength, operating performance, strategic position and ability to meet their obligations to policyholders. The ratings are not evaluations directed to investors and are not recommendations to buy, sell or hold our securities. These ratings are subject to periodic review by A.M. Best, Moody’s and S&P, and we cannot assure you that we will be able to retain these ratings.

      All of our domestic operating insurance subsidiaries rated by A.M. Best have financial strength ratings of A (“Excellent”), which is the second highest of ten ratings categories and the highest within the category based on modifiers (i.e., A and A- are “Excellent”), or A- (“Excellent”), which is the second highest of ten ratings categories and the lowest within the category based on modifiers.

      The Moody’s financial strength rating is A2 (“Good”) for one of our domestic operating insurance subsidiaries, which is the third highest of nine ratings categories and mid-range within the category based on modifiers (i.e., A1, A2 and A3 are “Good”), and A3 (“Good”) for five of our domestic operating insurance subsidiaries, which is the third highest of nine ratings categories and the lowest within the category based on modifiers.

      The S&P financial strength rating is A (“Strong”) for four of our domestic operating insurance subsidiaries, which is the third highest of nine ratings categories and mid-range within the category based on modifiers (i.e., A+, A and A- are “Strong”), and A- (“Strong”) for three of our domestic operating insurance subsidiaries, which is the third highest of nine ratings categories and the lowest within the category based on modifiers.

      Rating agencies review their ratings periodically and our current ratings may not be maintained in the future. If our ratings are reduced from their current levels by A.M. Best, Moody’s or S&P, or placed under surveillance or review with possible negative implications, our competitive position in the respective insurance industry segments could suffer and it could be more difficult for us to market our products. Rating agencies may take action to lower our ratings in the future due to, among other things:

	•	the competitive environment in the insurance industry, which may adversely affect our revenues;
	•	the inherent uncertainty in determining reserves for future claims, which may cause us to increase our reserves for claims;
	•	the outcome of pending litigation and regulatory investigations, which may adversely affect our financial position and reputation; and
	•	possible changes in the methodology or criteria applied by the rating agencies.

      As customers and their advisors place importance on our financial strength ratings, we may lose customers and compete less successfully if we are downgraded. In addition, ratings impact our ability to attract investment capital on favorable terms. If our financial strength ratings are reduced from their current levels by A.M. Best, Moody’s or S&P, our cost of borrowing would likely increase, our sales and earnings could decrease and our results of operations and financial condition could be materially adversely affected.

      Contracts representing approximately 21% of Assurant Solutions’ net earned premiums and fee income for the nine months ended September 30, 2004 contain provisions requiring the applicable subsidiaries to maintain minimum A.M. Best financial strength ratings ranging from “A” or better to “B” or better, depending on the contract. Our clients may terminate these contracts if the subsidiaries’ ratings fall below these minimum acceptable levels. Under our ten-year marketing agreement with SCI, American Memorial Life Insurance Company (AMLIC), one of our subsidiaries in the Assurant PreNeed segment, is required to

20

---

Table of Contents

     The failure to effectively maintain and modernize our information systems could adversely affect our business.

      Our business is dependent upon our ability to keep up to date with technological advances. This is particularly important in Assurant Solutions, where our systems, including our ability to keep our systems fully integrated with those of our clients, are critical to the operation of our business. Our failure to update our systems to reflect technological advancements or to protect our systems may adversely affect our relationships and ability to do business with our clients.

      During the nine months ended September 30, 2004, we have spent approximately $89 million in Assurant Solutions, $53 million in Assurant Health, $48 million in Assurant Employee Benefits and $4 million in Assurant PreNeed to maintain, upgrade and consolidate our information systems. In 2005, we plan to spend for these purposes approximately $126 million in Assurant Solutions, $89 million in Assurant Health, $61 million in Assurant Employee Benefits and $5 million in Assurant PreNeed.

      In addition, our business depends significantly on effective information systems, and we have many different information systems for our various businesses. We must commit significant resources to maintain and enhance our existing information systems and develop new information systems in order to keep pace with continuing changes in information processing technology, evolving industry and regulatory standards and changing customer preferences. As a result of our acquisition activities, we have acquired additional information systems. Our failure to maintain effective and efficient information systems, or our failure to efficiently and effectively consolidate our information systems to eliminate redundant or obsolete applications, could have a material adverse effect on our results of operations and financial condition. If we do not maintain adequate systems we could experience adverse consequences, including:

	•	inadequate information on which to base pricing, underwriting and reserving decisions;
	•	the loss of existing customers;
	•	difficulty in attracting new customers;
	•	customer, provider and agent disputes;
	•	regulatory problems, such as failure to meet prompt payment obligations;
	•	litigation exposure; or
	•	increases in administrative expenses.

      Our management information, internal control and financial reporting systems may need further enhancements and development to satisfy the financial and other reporting requirements of being a public company.

     Efforts to comply with the Sarbanes-Oxley Act will entail significant expenditure; non-compliance with the Sarbanes-Oxley Act may adversely affect us.

      The Sarbanes-Oxley Act of 2002 that became law in July 2002 and rules subsequently implemented by the Securities and Exchange Commission and the New York Stock Exchange require changes to some of our accounting and corporate governance practices, including the requirement that we issue a report on our internal controls as required by Section 404 of the Sarbanes-Oxley Act. We are required to comply with Section 404 of the Sarbanes-Oxley Act by December 31, 2005. We expect these new rules and regulations to continue to increase our accounting, legal and other costs, and to make some activities more difficult, time consuming and/or costly. In the event that we are unable to maintain or achieve compliance with the Sarbanes-Oxley Act and related rules, it may have a material adverse effect on us.

21

---

Table of Contents

     Failure to protect our clients’ confidential information and privacy could result in the loss of customers, reduction to our profitability and/or subject us to fines and penalties.

      A number of our businesses are subject to privacy regulations and to confidentiality obligations. For example, the collection and use of patient data in our Assurant Health segment is the subject of national and state legislation, including the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and certain of the activities conducted by our Assurant Solutions segment are subject to the privacy regulations of the Gramm-Leach-Bliley Act. We also have contractual obligations to protect certain confidential information we obtain from our existing vendors and clients. These obligations generally include protecting such confidential information in the same manner and to the same extent as we protect our own confidential information. The actions we take to protect such confidential information vary by business segment and may include among other things:

	•	training and educating our employees regarding our obligations relating to confidential information;
	•	actively monitoring our record retention plans and any changes in state or federal privacy and compliance requirements;
	•	drafting appropriate contractual provisions into any contract that raises proprietary and confidentiality issues;
	•	maintaining secure storage facilities for tangible records; and
	•	limiting access to electronic information and maintaining a “clean desk policy” aimed at safeguarding certain current information.

      In addition, we must develop, implement and maintain a comprehensive written information security program with appropriate administrative, technical and physical safeguards to protect such confidential information. If we do not properly comply with privacy regulations and protect confidential information we could experience adverse consequences, including regulatory problems, loss of reputation and client litigation.

      See “Risks Related to Our Industry— Cost of compliance with privacy laws could adversely affect our business and results of operations.”

     We may not find suitable acquisition candidates or new insurance ventures and even if we do, we may not successfully integrate any such acquired companies or successfully invest in such ventures.

      From time to time, we evaluate possible acquisition transactions and the start-up of complementary businesses, and at any given time, we may be engaged in discussions with respect to possible acquisitions and new ventures. While our business model is not dependent upon acquisitions or new insurance ventures, the time frame for achieving or further improving upon our desired market positions can be significantly shortened through opportune acquisitions or new insurance ventures. Historically, acquisitions and new insurance ventures have played a significant role in achieving desired market positions in some, but not all, of our businesses. We cannot assure you that we will be able to identify suitable acquisition transactions or insurance ventures, that such transactions will be financed and completed on acceptable terms or that our future acquisitions or ventures will be successful. The process of integrating any companies we do acquire or investing in new ventures could have a material adverse effect on our results of operations and financial condition. In addition, implementation of an acquisition strategy entails a number of risks, including among other things:

	•	inaccurate assessment of undisclosed liabilities;
	•	difficulties in realizing projected efficiencies, synergies and cost savings;
	•	failure to achieve anticipated revenues, earnings or cash flow; and
	•	increase in our indebtedness and a limitation in our ability to access additional capital when needed.

      Our failure to adequately address these acquisition risks could materially adversely affect our results of operations and financial condition. Although we believe that most of our acquisitions have been successful and

22

---

Table of Contents

     The inability of our subsidiaries to pay dividends to us in sufficient amounts could harm our ability to meet our obligations and pay future stockholder dividends.

      As a holding company whose principal assets are the capital stock of our subsidiaries, we rely primarily on dividends and other statutorily permissible payments from our subsidiaries to meet our obligations for payment of interest and principal on outstanding debt obligations, dividends to stockholders (including any dividends on our common stock) and corporate expenses. The ability of our subsidiaries to pay dividends and to make such other payments in the future will depend on their statutory surplus, future statutory earnings and regulatory restrictions. Except to the extent that we are a creditor with recognized claims against our subsidiaries, claims of the subsidiaries’ creditors, including policyholders, have priority with respect to the assets and earnings of the subsidiaries over the claims of our creditors. If any of our subsidiaries should become insolvent, liquidate or otherwise reorganize, our creditors and stockholders will have no right to proceed against the assets of that subsidiary or to cause the liquidation, bankruptcy or winding-up of the subsidiary under applicable liquidation, bankruptcy or winding-up laws. The applicable insurance laws of the jurisdiction where each of our insurance subsidiaries is domiciled would govern any proceedings relating to that subsidiary. The insurance authority of that jurisdiction would act as a liquidator or rehabilitator for the subsidiary. Both creditors and policyholders of the subsidiary would be entitled to payment in full from the subsidiary’s assets before we, as a stockholder, would be entitled to receive any distribution from the subsidiary.

      The payment of dividends to us by any of our operating subsidiaries in excess of a certain amount (i.e., extraordinary dividends) must be approved by the subsidiary’s domiciliary state department of insurance. Ordinary dividends, for which no regulatory approval is generally required, are limited to amounts determined by formula, which varies by state. The formula for the majority of the states in which our subsidiaries are domiciled is the lesser of (i) 10% of the statutory surplus as of the end of the prior year or (ii) the prior year’s statutory net income. In some states, the formula is the greater amount of clauses (i) and (ii). Some states, however, have an additional stipulation that dividends may only be paid out of earned surplus. If insurance regulators determine that payment of an ordinary dividend or any other payments by our insurance subsidiaries to us (such as payments under a tax sharing agreement or payments for employee or other services) would be adverse to policyholders or creditors, the regulators may block such payments that would otherwise be permitted without prior approval. No assurance can be given that there will not be further regulatory actions restricting the ability of our insurance subsidiaries to pay dividends. Based on the dividend restrictions under applicable laws and regulations, the maximum amount of dividends that our subsidiaries could pay to us in 2004 without regulatory approval was approximately $302 million. Dividends paid by our subsidiaries totaled $244 million through September 30, 2004. We may seek approval of regulators to pay dividends in excess of any amounts that would be permitted without such approval. However, there can be no assurance that we would seek such approval or would obtain such approval. If the ability of insurance subsidiaries to pay dividends or make other payments to us is materially restricted by regulatory requirements, it could adversely affect our ability to pay any dividends on our common stock and/or service our debt and pay our other corporate expenses.

      Our credit facilities also contain limitations on our ability to pay dividends.

Risks Related to Our Industry

     Our business is subject to risks related to litigation and regulatory actions.

      In addition to the occasional employment-related litigation to which businesses are subject, we are a defendant in actions arising out of, and are involved in various regulatory investigations and examinations relating to, our insurance and other related business operations. We may from time to time be subject to a

23

---

Table of Contents

	•	disputes over coverage or claims adjudication;
	•	disputes regarding sales practices, disclosures, pricing, premium refunds, licensing, regulatory compliance and compensation arrangements;
	•	disputes with our agents, producers or network providers over compensation and termination of contracts and related claims;
	•	disputes regarding applicability of various state laws and regulations relating to association, trust and other out-of-state products;
	•	disputes concerning past premiums charged by companies acquired by us for coverage that may have been based on factors such as race;
	•	disputes relating to customers regarding the ratio of premiums to benefits in our various business segments;
	•	disputes alleging packaging of credit insurance products with other products provided by financial institutions;
	•	disputes relating to certain excess of loss programs in the London market;
	•	disputes with taxing authorities regarding our tax liabilities; and
	•	disputes relating to certain businesses acquired or disposed of by us.

      The outcome of these actions cannot be predicted, and no assurances can be given that such actions or any litigation would not materially adversely affect our results of operations and financial condition. In addition, if we were to experience difficulties with our relationship with a regulatory body in a given jurisdiction, it could have a material adverse effect on our ability to do business in that jurisdiction.

      In addition, plaintiffs continue to bring new types of legal claims against insurance and related companies. Current and future court decisions and legislative activity may increase our exposure to these types of claims. Multiparty or class action claims may present additional exposure to substantial economic, non-economic or punitive damage awards. The loss of even one of these claims, if it resulted in a significant damage award or a judicial ruling that was otherwise detrimental, could have a material adverse effect on our results of operations and financial condition. This risk of potential liability may make reasonable settlements of claims more difficult to obtain. We cannot determine with any certainty what new theories of recovery may evolve or what their impact may be on our businesses.

      Recently, the insurance industry has experienced substantial volatility as a result of current litigation, investigations and regulatory activity by various insurance, governmental and enforcement authorities concerning certain practices within the insurance industry. These practices include the payment of contingent commissions by insurance companies to insurance brokers and agents and the extent to which such compensation has been disclosed, the solicitation and provision of fictitious or inflated quotes, the use of inducements to brokers or companies in the sale of group insurance products, and the accounting treatment for finite reinsurance or other non-traditional or loss mitigation insurance products. In accordance with a long-standing and widespread industry practice, we have paid and may continue to pay contingent commissions to insurance brokers and agents, primarily in our Assurant Employee Benefits segment. We purchase reinsurance, including but not limited to reinsurance agreements that share risks and profits with certain clients in our Assurant Solutions segment on business produced by these clients. These clients include mortgage lenders and servicers, financial institutions and retailers. We have received inquiries and informational requests from insurance departments in certain states in which our insurance subsidiaries operate. We are conducting an internal review under the supervision of outside counsel to confirm that our employees have not provided inflated or fictitious quotes or used improper inducements in the sale of group insurance products in our Assurant Employee Benefits segment. We cannot predict at this time the effect that current litigation,

24

---

Table of Contents

     We face significant competitive pressures in our businesses, which may reduce premium rates and prevent us from pricing our products at rates that will allow us to be profitable.

      In each of our lines of business, we compete with other insurance companies or service providers, depending on the line and product, although we have no single competitor who competes against us in all of the business lines in which we operate. Assurant Solutions has numerous competitors in its product lines, but we believe no other company participates in all of the same lines or offers comprehensive capabilities. Competitors include insurance companies and financial institutions. In Assurant Health, we believe the market is characterized by many competitors, and our main competitors include health insurance companies, health maintenance organizations and the Blue Cross/ Blue Shield plans in the states in which we write business. In Assurant Employee Benefits, commercial competitors include benefits and life insurance companies as well as not-for-profit Delta Dental plans. In Assurant PreNeed, our main competitors are two pre-need life insurance companies with nationwide representation, Forethought Financial Services and Homesteaders Life Company, and several small regional insurers. While we are among the largest competitors in terms of market share in many of our business lines, in some cases there are one or more major market players in a particular line of business.

      Competition in our businesses is based on many factors, including quality of service, product features, price, scope of distribution, scale, financial strength ratings and name recognition. We compete, and will continue to compete, for customers and distributors with many insurance companies and other financial services companies. We compete not only for business and individual customers, employer and other group customers, but also for agents and distribution relationships. Some of our competitors may offer a broader array of products than our specific subsidiaries with which they compete in particular markets, may have a greater diversity of distribution resources, may have better brand recognition, may from time to time have more competitive pricing, may have lower cost structures or, with respect to insurers, may have higher financial strength or claims paying ratings. Some may also have greater financial resources with which to compete. As a result of judicial developments and changes enacted by the Office of the Comptroller of the Currency, financial institutions are now able to offer a substitute product similar to credit insurance as part of their basic loan agreement with customers without being subject to insurance regulations. Credit insurance is insurance issued to cover the life, unemployment or disability of a debtor or borrower for an outstanding loan. Also, as a result of the Gramm-Leach-Bliley Act, which was enacted in November 1999, financial institutions are now able to affiliate with other insurance companies to offer services similar to our own. This has resulted in new competitors with significant financial resources entering some of our markets. Moreover, some of our competitors may have a lower target for returns on capital allocated to their business than we do, which may lead them to price their products and services lower than we do. In addition, from time to time, companies enter and exit the markets in which we operate, thereby increasing competition at times when there are new entrants. For example, several large insurance companies have recently entered the market for individual health insurance products. We may lose business to competitors offering competitive products at lower prices, or for other reasons, which could materially adversely affect our results of operations and financial condition.

      In certain markets, we compete with organizations that have a substantial market share. In addition, with regard to Assurant Health, organizations with sizable market share or provider-owned plans may be able to obtain favorable financial arrangements from health care providers that are not available to us. Without our own similar arrangements, we may not be able to compete effectively in such markets.

      New competition could also cause the supply of insurance to change, which could affect our ability to price our products at attractive rates and thereby adversely affect our underwriting results. Although there are

25

---

Table of Contents

     The insurance industry is cyclical, which may impact our results.

      The insurance industry is cyclical. Although no two cycles are the same, insurance industry cycles have typically lasted for periods ranging from two to six years. The segments of the insurance markets in which we operate tend not to be correlated to each other, with each segment having its own cyclicality. Periods of intense price competition due to excessive underwriting capacity, periods when shortages of underwriting capacity permit more favorable rate levels, consequent fluctuations in underwriting results and the occurrence of other losses characterize the conditions in these markets. Historically, insurers have experienced significant fluctuations in operating results due to volatile and sometimes unpredictable developments, many of which are beyond the direct control of the insurer, including competition, frequency of occurrence or severity of catastrophic events, levels of capacity, general economic conditions and other factors. This may cause a decline in revenue at times in the cycle if we choose not to reduce our product prices in order to maintain our market position, because of the adverse effect on profitability of such a price reduction. We can be expected therefore to experience the effects of such cyclicality and changes in customer expectations of appropriate premium levels, the frequency or severity of claims or other loss events or other factors affecting the insurance industry that generally could have a material adverse effect on our results of operations and financial condition.

     The insurance and related businesses in which we operate may be subject to periodic negative publicity, which may negatively impact our financial results.

      The nature of the market for the insurance and related products and services we provide is that we interface with and distribute our products and services ultimately to individual consumers. There may be a perception that these purchasers may be unsophisticated and in need of consumer protection. Accordingly, from time to time, consumer advocate groups or the media may focus attention on our products and services, thereby subjecting our industries to the possibility of periodic negative publicity. We may also be negatively impacted if another company in one of our industries or in a related industry engages in practices resulting in increased public attention to our businesses. Negative publicity may result in increased regulation and legislative scrutiny of industry practices as well as increased litigation, which may further increase our costs of doing business and adversely affect our profitability by impeding our ability to market our products and services, requiring us to change our products or services or increasing the regulatory burdens under which we operate.

     We are subject to extensive governmental laws and regulations, which increase our costs and could restrict the conduct of our business.

      Our operating subsidiaries are subject to extensive regulation and supervision in the jurisdictions in which they do business. Such regulation is generally designed to protect the interests of policyholders, as opposed to stockholders and other investors. To that end, the laws of the various states establish insurance departments with broad powers with respect to such things as:

•	licensing companies to transact business;
•	authorizing lines of business;
•	mandating capital and surplus requirements;
•	regulating underwriting limitations;
•	imposing dividend limitations;
•	regulating changes in control;
•	licensing agents and distributors of insurance products;
•	placing limitations on the minimum and maximum size of life insurance contracts;
•	restricting companies’ ability to enter and exit markets;
•	admitting statutory assets;
•	mandating certain insurance benefits;
•	restricting companies’ ability to terminate or cancel coverage;

26

---

Table of Contents

•	requiring companies to provide certain types of coverage;
•	regulating premium rates, including the ability to increase premium rates;
•	approving policy forms;
•	regulating trade, marketing, sales and claims practices;
•	imposing privacy requirements;
•	establishing reserve requirements and solvency standards;
•	restricting certain transactions between affiliates;
•	regulating the content of disclosures to debtors in the credit insurance area;
•	regulating the type, amounts and valuation of investments;
•	mandating assessments or other surcharges for guaranty funds, high risk and reinsurance pools;
•	regulating market conduct and sales practices of insurers and agents; and
•	restricting contact with consumers, such as the recently created national “do not call” list, and imposing consumer protection measures.

      Assurant Health is also required by some jurisdictions to provide coverage to persons who would not otherwise be considered eligible by insurers. Each of these jurisdictions dictates the types of insurance and the level of coverage that must be provided to such involuntary risks. Our share of these involuntary risks is mandatory and generally a function of our respective share of the voluntary market by line of insurance in each jurisdiction. Assurant Health is exposed to some risk of losses in connection with mandated participation in such schemes in those jurisdictions in which they are still effective. In addition, HIPAA imposed insurance reform provisions as well as requirements relating to the privacy of individuals. HIPAA requires certain guaranteed issuance and renewability of health insurance coverage for individuals and small groups (generally 50 or fewer employees) and limits exclusions based on pre-existing conditions. Most of the insurance reform provisions of HIPAA became effective for plan years beginning July 1, 1997. See also “— Costs of compliance with privacy laws could adversely affect our business and results of operations.”

      If regulatory requirements impede our ability to raise premium rates, utilize new policy forms or terminate, deny or cancel coverage in any of our businesses, our results of operations and financial condition could be materially adversely affected. The capacity for an insurance company’s growth in premiums is in part a function of its statutory surplus. Maintaining appropriate levels of statutory surplus, as measured by statutory accounting practices and procedures, is considered important by insurance regulatory authorities and the private agencies that rate insurers’ claims-paying abilities and financial strength. Failure to maintain certain levels of statutory surplus could result in increased regulatory scrutiny and enforcement, action by regulatory authorities or a downgrade by rating agencies.

      We may be unable to maintain all required licenses and approvals and our business may not fully comply with the wide variety of applicable laws and regulations or the relevant authority’s interpretation of the laws and regulations. Also, some regulatory authorities have relatively broad discretion to grant, renew or revoke licenses and approvals. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, the insurance regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our activities or monetarily penalize us. That type of action could materially adversely affect our results of operations and financial condition. See “Regulation.”

     Changes in regulation may reduce our profitability and limit our growth.

      Legislation or other regulatory reform that increases the regulatory requirements imposed on us or that changes the way we are able to do business may significantly harm our business or results of operations in the future. For example, some states have imposed new time limits for the payment of uncontested covered claims and require health care and dental service plans to pay interest on uncontested claims not paid promptly within the required time period. Some states have also granted their insurance regulatory agencies additional authority to impose monetary penalties and other sanctions on health and dental plans engaging in certain “unfair payment practices.” If we were to be unable for any reason to comply with these requirements, it could

27

---

Table of Contents

      Legislative or regulatory changes that could significantly harm us and our subsidiaries include, but are not limited to:

	•	legislation that holds insurance companies or managed care companies liable for adverse consequences of medical or dental decisions;
	•	limitations on premium levels or the ability to raise premiums on existing policies;
	•	increases in minimum capital, reserves and other financial viability requirements;
	•	impositions of fines, taxes or other penalties for improper licensing, the failure to “promptly” pay claims, however defined, or other regulatory violations;
	•	increased licensing requirements;
	•	prohibitions or limitations on provider financial incentives and provider risk-sharing arrangements;
	•	imposition of more stringent standards of review of our coverage determinations;
	•	new benefit mandates;
	•	increased regulation relating to the use of associations, trusts and other out-of-state plans in the sale of health insurance;
	•	limitations on our ability to build appropriate provider networks and, as a result, manage health care and utilization due to “any willing provider” legislation, which requires us to take any provider willing to accept our reimbursement;
	•	limitations on the ability to manage health care and utilization due to direct access laws that allow insureds to seek services directly from specialty medical providers without referral by a primary care provider; and
	•	restriction of solicitation of pre-funded funeral insurance consumers by funeral board laws.

      State legislatures regularly enact laws that alter and, in many cases, increase state authority to regulate insurance companies and insurance holding companies. Further, state insurance regulators regularly reinterpret existing laws and regulations and the National Association of Insurance Commissioners (NAIC) regularly undertakes regulatory projects, all of which can affect our operations. In recent years, the state insurance regulatory framework has come under increased federal scrutiny and some state legislatures have considered or enacted laws that may alter or increase state authority to regulate insurance companies and insurance holding companies. Further, the NAIC and state insurance regulators are re-examining existing laws and regulations, specifically focusing on modifications to holding company regulations, interpretations of existing laws and the development of new laws.

      Although the U.S. federal government does not directly regulate the insurance business, changes in federal legislation and administrative policies in several areas, including changes in the Gramm-Leach-Bliley Act, financial services regulation and federal taxation, could significantly impact the insurance industry and us. Federal legislation and administrative policies in areas such as employee benefit plan regulation, financial services regulation and federal taxation can reduce our profitability. In addition, state legislatures and the U.S. Congress continue to focus on health care issues. The U.S. Congress is considering Patients’ Bill of Rights legislation, which, if adopted, would permit health plans to be sued in state court for coverage determinations and could fundamentally alter the treatment of coverage decisions under Employee Retirement Income Security Act of 1974, as amended (ERISA). There recently have been legislative attempts to limit ERISA’s preemptive effect on state laws. For example, the U.S. Congress has, from time to time, considered legislation relating to changes in ERISA to permit application of state law remedies, such as consequential and punitive damages, in lawsuits for wrongful denial of benefits, which, if adopted, could increase our liability for damages in future litigation. Additionally, there have been attempts by the NAIC and

28

---

Table of Contents

      A number of legislative proposals have been made at the federal level over the past several years that could impose added burdens on Assurant Health. These proposals would, among other things, mandate benefits with respect to certain diseases or medical procedures, require plans to offer an independent external review of certain coverage decisions and establish a national health insurance program. Any of these proposals, if implemented, could adversely affect our results of operations or financial condition. Federal changes in Medicare and Medicaid that reduce provider reimbursements could have negative implications for the private sector due to cost shifting. When the government reduces reimbursement rates for Medicare and Medicaid, providers often try to recover shortfalls by raising the prices charged to privately insured customers. State small employer group and individual health insurance market reforms to increase access and affordability could also reduce profitability by precluding us from appropriately pricing for risk in our individual and small employer group health insurance policies.

      In addition, the U.S. Congress and some federal agencies from time to time investigate the current condition of insurance regulation in the United States to determine whether to impose federal regulation or to allow an optional federal incorporation, similar to banks. Bills have been introduced in the U.S. Congress from time to time that would provide for a federal scheme of chartering insurance companies or an optional federal charter for insurance companies. Meanwhile, the federal government has granted charters in years past to insurance-like organizations that are not subject to state insurance regulations, such as risk retention groups. See “Regulation— United States— Federal Regulation— Legislative Developments.” Thus, it is hard to predict the likelihood of a federal chartering scheme and its impact on the industry or on us.

      We cannot predict with certainty the effect any proposed or future legislation, regulations or NAIC initiatives may have on the conduct of our business. In addition, the insurance laws or regulations adopted or amended from time to time may be more restrictive or may result in materially higher costs than current requirements. See “Regulation.”

      It is difficult to predict the effect of the current investigations in connection with insurance industry practices. See “—Our business is subject to risks related to litigation and regulatory actions.”

     Costs of compliance with privacy laws could adversely affect our business and results of operations.

      The privacy of individuals has been the subject of recent state and federal legislation. State privacy laws, particularly those with “opt-in” clauses, can affect the pre-funded funeral insurance business. These laws make it harder to share information for marketing purposes, such as generating new sales leads. Similarly, the recently created “do not call” list would restrict our ability to contact customers and, in Assurant Solutions, has lowered our expectations for growth in our direct-marketed consumer credit insurance products in the United States.

      HIPAA and the implementing regulations that have thus far been adopted impose new obligations for issuers of health and dental insurance coverage and health and dental benefit plan sponsors. HIPAA also establishes new requirements for maintaining the confidentiality and security of individually identifiable health information and new standards for electronic health care transactions. The Department of Health and Human Services promulgated final HIPAA regulations in 2002. The privacy regulations required compliance by April 2003, the electronic transactions regulations by October 2003 and the security regulations by April 2005. As have other entities in the health care industry, we have incurred substantial costs in meeting the requirements of these HIPAA regulations and expect to continue to incur costs to achieve and to maintain compliance. However, there can be no assurances that we will achieve such compliance with all of the required transactions or that other entities with which we interact will take appropriate action to meet the compliance deadlines. Moreover, as a consequence of these new standards for electronic transactions, we may see an increase in the

29

---

Table of Contents

      HIPAA is far-reaching and complex and proper interpretation and practice under the law continue to evolve. Consequently, our efforts to measure, monitor and adjust our business practices to comply with HIPAA are ongoing. Failure to comply could result in regulatory fines and civil lawsuits. Knowing and intentional violations of these rules may also result in federal criminal penalties.

      In addition, the Gramm-Leach-Bliley Act requires that we deliver a notice regarding our privacy policy both at the delivery of the insurance policy and annually thereafter. Certain exceptions are allowed for sharing of information under joint marketing agreements. However, certain state laws may require individuals to opt in to information sharing instead of being immediately included. This could significantly increase costs of doing business. Additionally, when final U.S. Treasury Department regulations are promulgated in connection with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), we will likely have to expend additional resources to tailor our existing anti-fraud efforts to the new rules.

Risks Related to Our Relationship with Fortis

     Fortis will continue to have representation on our board of directors and influence our affairs for as long as it remains a significant stockholder.

      After the completion of this offering, Fortis will own 22,999,130 shares, or approximately 16%, of our outstanding common stock. We have entered into a shareholders’ agreement with Fortis pursuant to which Fortis has the right to nominate designees to our board of directors and, subject to limited exceptions, our board of directors will nominate those designees as follows: (i) so long as Fortis owns less than 50% but at least 10% of our outstanding shares of common stock, two designees (out of a maximum of 12 directors); and (ii) so long as Fortis owns less than 10% but at least 5% of our outstanding shares of common stock, one designee. Currently, Fortis has two designees on our board of directors. However, we have agreed with Fortis to terminate the shareholders’ agreement effective upon the closing of this offering, at which time other corporate governance arrangements will come into effect. These arrangements include that, if at any time while there are no vacancies on our 12-member board of directors, our board of directors, or a committee thereof, adopts a resolution (i) recommending to our shareholders that a particular candidate be elected to our board of directors to replace one of the Fortis designees or (ii) appointing to our board of directors a new member, then Fortis will cause one of the Fortis designees to resign from our board of directors promptly following the adoption of such resolution. In addition, if at any time Fortis ceases to own more than 5% of our outstanding common stock, Fortis will promptly cause any remaining Fortis designees to resign from our board of directors.

      See “Certain Relationships and Related Transactions” for additional information on related party transactions between our Company and Fortis.

      In addition, our certificate of incorporation provides that for so long as Fortis continues to own less than 50% but at least 10% of our outstanding shares of common stock, our board of directors will consist of no more than 12 directors (including at least seven independent directors).

      Pursuant to our shareholders’ agreement with Fortis, Fortis has the right to nominate two designees to our board of directors (out of a maximum of 12 directors), and the shareholders’ agreement and our by-laws provide that, subject to limited exceptions, our board of directors will nominate those designees. However, we have agreed with Fortis to terminate the shareholders’ agreement effective upon the closing of this offering, at which time other corporate governance arrangements will come into effect. See “Certain Relationships and Related Transactions—Corporate Governance Arrangements.”

      Fortis’ sale of the exchangeable bonds concurrently with the closing of this offering will not affect Fortis’ board rights unless the exchangeable bonds are exchanged for shares of our common stock. The exchangeable bonds and the 22,999,130 shares of Assurant common stock into which they are exchangeable have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

30

---

Table of Contents

     Because Fortis will continue to have a significant ownership interest in our company, conflicts of interest between Fortis and us could be resolved in a manner unfavorable to us.

      Various conflicts of interest between Fortis and us could arise which may be resolved in a manner that is unfavorable to us, including, but not limited to, the following areas:

      Stock Ownership. Our shareholders’ agreement provides that for as long as Fortis owns at least 10% of our outstanding shares of common stock, the following actions may only be taken with the approval of Fortis, as stockholder:

	•	any recapitalization, reclassification, spin-off or combination of any of our securities or any of those of our principal subsidiaries; or
	•	any liquidation, dissolution, winding up or commencement of voluntary bankruptcy, insolvency, liquidation or similar proceedings with respect to us or our subsidiaries.

      However, under our new corporate governance arrangements with Fortis, which will become effective upon the closing of this offering, we will no longer be required to obtain Fortis’ approval for such corporate actions, and Fortis will agree to vote its shares of our common stock in favor of any such corporate action if, at any time while at least one Fortis designee remains on our board of directors, our board of directors, including any Fortis designee, votes in favor of such corporate action. For more information regarding these matters, see “Certain Relationships and Related Transactions.”

      The exchangeable bonds and the shares of Assurant common stock into which they are exchangeable have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

      Cross-Directorships. Michel Baise and Gilbert Mittler are directors of our Company who are also currently directors and/or officers of Fortis or the Fortis Group. Service as both a director of our Company and as a director or officer of Fortis or the Fortis Group or ownership interests of directors or officers of our Company in the stock of Fortis Group could create or appear to create potential conflicts of interest when directors and officers are faced with decisions that could have different implications for the two companies. Our directors who are also directors or officers of Fortis or the Fortis Group will have obligations to both companies and may have conflicts of interest with respect to matters potentially or actually involving or affecting us. For example, these decisions could relate to:

	•	disagreement over the desirability of a potential acquisition or disposition opportunity; or
	•	corporate finance decisions.

      Allocation of Business Opportunities. Although we do not expect the Fortis Group to compete with us in the near term, there may be business opportunities that are suitable for both the Fortis Group and us. Fortis designees may direct such opportunities to Fortis and we may have no recourse against the Fortis designees, Fortis or the Fortis Group. We have no formal mechanisms for allocating business opportunities.

     Because Fortis Bank operates U.S. branch offices, we are subject to regulation and oversight by the Federal Reserve Board under the U.S. Bank Holding Company Act (BHCA).

      Fortis Bank S.A./ N.V. (Fortis Bank), which is a company in the Fortis Group, obtained approval in 2002 from state banking authorities and the Board of Governors of the Federal Reserve System (Federal Reserve) to establish branch offices in Connecticut and New York. By virtue of the opening of these offices, the Fortis Group’s operations and investments (including the Fortis Group’s investment in us) became subject to the nonbanking prohibitions of Section 4 of the BHCA. Except to the extent that a BHCA exemption or authority is available, Section 4 of the BHCA does not permit foreign banking organizations with U.S. branches to own more than 5% of any class of voting shares or otherwise to control any company that conducts commercial activities, such as manufacturing, distribution of goods or real estate development.

      To broaden the scope of activities and investments permissible for the Fortis Group and us, the Fortis Group in 2002 notified the Federal Reserve of its election to be a “financial holding company” for purposes of the BHCA and the Federal Reserve’s implementing regulations in Regulation Y. As a financial holding company, the Fortis Group may own shares of companies engaged in activities in the United States that are

31

---

Table of Contents

	•	insuring, guaranteeing or indemnifying against loss, harm, damage, illness, disability or death, or providing and issuing annuities; and
	•	acting as principal, agent or broker for purposes of the foregoing.

      In connection with Fortis Bank’s establishment of U.S. branches, staff of the Federal Reserve inquired as to whether certain of our activities are financial in nature under Section 4(k) of the BHCA. In light of the Fortis Group’s contemplated divestiture of our shares, this inquiry was suspended at the Fortis Group’s and our request. To the extent that any of our activities might be deemed not to be financial in nature under Section 4(k), the Fortis Group may rely on an exemption in Section 4(a)(2) of the BHCA that permits the Fortis Group to continue to hold interests in companies engaged in activities that are not financial in nature for an initial period of two years and, with Federal Reserve approval for each extension, for up to three additional one-year periods. The Federal Reserve also has the discretion to permit the Fortis Group to hold such interests after the five-year period under certain provisions other than Section 4(a)(2). The initial two-year period under Section 4(a)(2) expired on December 2, 2004. The Fortis Group has requested an initial one-year extension of the divestiture period.

      If the Federal Reserve does not grant an extension of the exemption period for any one-year period or if Fortis holds more than 5% of any class of our voting shares after December 2, 2007, without the consent or acquiescence of the Federal Reserve, and the Federal Reserve determined that certain of our activities are nonfinancial, the Fortis Group may be required (i) to rely on another provision of the BHCA, (ii) to close the U.S. branches of Fortis Bank, or (iii) to divest any of our shares exceeding 5% of any class of our voting shares and to divest any control over us for purposes of the BHCA.

      The Fortis Group will continue to qualify as a financial holding company so long as Fortis Bank remains “well capitalized” and “well managed,” as those terms are defined in Regulation Y. Generally, Fortis Bank will be considered “well capitalized” if it maintains tier 1 and total risk-based capital ratios of at least 6% and 10%, respectively. The Fortis Group will be considered “well managed” if it has received at least a satisfactory composite rating of its U.S. branch operations at its most recent examination. If the Fortis Group lost and were unable to regain its financial holding company status, the Fortis Group could be required (i) to close the U.S. branches of Fortis Bank or (ii) to divest any of our shares exceeding 5% of any class of our voting securities and to divest any control over us for purposes of the BHCA.

      In addition, the Federal Reserve has jurisdiction under the BHCA over all of the Fortis Group’s direct and indirect U.S. subsidiaries. We and our subsidiaries will be considered subsidiaries of the Fortis Group for purposes of the BHCA so long as the Fortis Group owns 25% or more of any class of our voting shares or otherwise controls or has been determined to have a controlling influence over us within the meaning of the BHCA. The Federal Reserve could take the position that the Fortis Group continues to control us until the Fortis Group reduces its ownership to less than 5% of our voting shares. So long as the Fortis Group controls us for purposes of the BHCA, the Federal Reserve could require us immediately to discontinue, restructure or divest any of our operations that are deemed to be impermissible under the BHCA, which could result in reduced revenues, increased costs or reduced profitability for us.

Risks Related to Our Common Stock and This Offering

     Applicable laws and our certificate of incorporation and by-laws may discourage takeovers and business combinations that our stockholders might consider in their best interests.

      State laws and our certificate of incorporation and by-laws may delay, defer, prevent or render more difficult a takeover attempt that our stockholders might consider in their best interests. For instance, they may prevent our stockholders from receiving the benefit from any premium to the market price of our common stock offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging takeover attempts in the future.

32

---

Table of Contents

      State laws and our certificate of incorporation and by-laws may also make it difficult for stockholders to replace or remove our directors. These provisions may facilitate directors entrenchment which may delay, defer or prevent a change in our control, which may not be in the best interests of our stockholders.

      The following provisions in our certificate of incorporation and by-laws have anti-takeover effects and may delay, defer or prevent a takeover attempt that our stockholders might consider in their best interests. In particular, our certificate of incorporation and by-laws:

	•	permit our board of directors to issue one or more series of preferred stock;
	•	divide our board of directors into three classes;
	•	limit the ability of stockholders to remove directors;
	•	except for Fortis, prohibit stockholders from filling vacancies on our board of directors;
	•	prohibit stockholders from calling special meetings of stockholders and from taking action by written consent;
	•	impose advance notice requirements for stockholder proposals and nominations of directors to be considered at stockholder meetings;
	•	subject to limited exceptions, require the approval of at least two-thirds of the voting power of our outstanding capital stock entitled to vote on the matter to approve mergers and consolidations or the sale of all or substantially all of our assets; and
	•	require the approval by the holders of at least two-thirds of the voting power of our outstanding capital stock entitled to vote on the matter for the stockholders to amend the provisions of our by-laws and certificate of incorporation described in the second through seventh bullet points above and this supermajority provision.

      In addition, Section 203 of the General Corporation Law of the State of Delaware may limit the ability of an “interested stockholder” to engage in business combinations with us. An interested stockholder is defined to include persons owning 15% or more of our outstanding voting stock. See “Description of Share Capital” for additional information on the anti-takeover measures applicable to us.

     Applicable insurance laws may make it difficult to effect a change of control of our Company.

      Before a person can acquire control of a U.S. insurance company, prior written approval must be obtained from the insurance commissioner of the state where the domestic insurer is domiciled. Generally, state statutes provide that control over a domestic insurer is presumed to exist if any person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing, 10% or more of the voting securities of the domestic insurer. However, the State of Florida, in which certain of our insurance subsidiaries are domiciled, defines control as 5% or more. Because a person acquiring 5% or more of our common stock would indirectly control the same percentage of the stock of our Florida subsidiaries, the insurance change of control laws of Florida would apply to such transaction and at 10%, the laws of many other states would likely apply to such a transaction. Prior to granting approval of an application to acquire control of a domestic insurer, a state insurance commissioner will typically consider such factors as the financial strength of the applicant, the integrity of the applicant’s board of directors and executive officers, the applicant’s plans for the future operations of the domestic insurer and any anti-competitive results that may arise from the consummation of the acquisition of control.

     Our stock and the stocks of other companies in the insurance industry are subject to stock price and trading volume volatility.

      From time to time, the stock price and the number of shares traded of companies in the insurance industry experience periods of significant volatility. Company-specific issues and developments generally in the insurance industry and in the regulatory environment may cause this volatility. Our stock price may fluctuate in response to a number of events and factors, including:

	•	quarterly variations in operating results;
	•	natural disasters and terrorist attacks;

33

---

Table of Contents

	•	changes in financial estimates and recommendations by securities analysts;
	•	operating and stock price performance of other companies that investors may deem comparable;
	•	press releases or publicity relating to us or our competitors or relating to trends in our markets;
	•	regulatory changes;
	•	sales of stock by insiders; and
	•	changes in our financial strength ratings.

      You may be unable to resell your shares of our common stock at or above the public offering price.

      In addition, broad market and industry fluctuations may adversely affect the trading price of our common stock, regardless of our actual operating performance.

     Sales of a substantial number of shares of our common stock following this offering may adversely affect the market price of our common stock and the issuance of additional shares of common stock will dilute all other stockholdings.

      Sales of a substantial number of shares of our common stock in the public market or otherwise following this offering and short sales of a substantial number of shares of our common stock by purchasers of exchangeable bonds being sold by Fortis concurrently with the closing of this offering, or the perception that such sales could occur, could adversely affect the market price of our common stock. After completion of this offering, Fortis will own 22,999,130 shares, or approximately 16%, of our common stock. Fortis is selling exchangeable bonds concurrently with the closing of this offering. The bonds are mandatorily exchangeable into 22,999,130 shares of our common stock, or the cash value thereof, three years from issuance, although the date could be accelerated in some cases. Fortis will have the option to exchange the bonds into cash equivalent to the value of the shares which would be delivered at maturity. If the shares are delivered at maturity, such shares distributed by Fortis will be freely transferable. The exchangeable bonds and the shares of Assurant common stock into which they are exchangeable have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

      After completion of this offering, there will be approximately 139,766,177 shares of our common stock outstanding. Of our outstanding shares, the shares of common stock sold in this offering will be freely tradable in the public market, except for any shares sold to our “affiliates,” as that term is defined in Rule 144 under the Securities Act which shares will be subject to 90-day lock-up agreements and certain National Association of Securities Dealers, Inc. (NASD) restrictions. In addition, our certificate of incorporation permits the issuance of up to 800,000,000 shares of common stock. After this offering, we will have an aggregate of approximately 657,731,894 shares of our common stock authorized but unissued. Thus, we have the ability to issue substantial amounts of common stock in the future, which would dilute the percentage ownership held by the investors who purchase shares of our common stock in this offering. See “Shares Eligible for Future Sale” for further information regarding circumstances under which additional shares of our common stock may be sold.

      We, each of our directors and senior officers and Fortis have agreed, with limited exceptions, that we and they will not, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the underwriters, during the period ending 90 days after the date of this prospectus, among other things, directly or indirectly, offer to sell, sell or otherwise dispose of any of shares of our common stock or file a registration statement with the Securities and Exchange Commission (SEC) relating to the offering of any shares of our common stock. However, in the event that either (1) during the last 17 days of the 90-day restricted period, we issue an earnings release or material news or a material event relating to us occurs or (2) prior to the expiration of the 90-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 90-day period, the “lock-up” restrictions, subject to certain exceptions, will continue to apply until the expiration of the 18-day period beginning on the earnings release or the occurrence of the material news or material event.

34

---

Table of Contents

FORWARD-LOOKING STATEMENTS

      Some of the statements under “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus may contain forward-looking statements which 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 prospectus 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, the underwriters 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 these statements. We believe that these factors include but are not limited to those described under “Risk Factors.” These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

      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 prospectus 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. You should specifically consider the factors identified in this prospectus that could cause actual results to differ before making an investment decision.

35

---

Table of Contents

USE OF PROCEEDS

      We will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholder. The selling stockholder will receive all net proceeds from the sale of the shares of our common stock in this offering.

PRICE RANGE OF COMMON STOCK

      Our common stock is listed on the New York Stock Exchange under the symbol “AIZ”. The following table sets forth the high and low intraday sales prices per share of our common stock as reported by the New York Stock Exchange since our initial public offering in February 2004 for the periods indicated.

		High				Low
Year ended December 31, 2004
First Quarter (from February 5, 2004)		$	26.19			$	23.09
Second Quarter			26.59				23.48
Third Quarter			27.03				23.86
Fourth Quarter			31.29				24.92

Year ended December 31, 2005
First Quarter (through January 20, 2005)			31.10				29.70

36

---

Table of Contents

DIVIDEND POLICY

      We paid dividends of $0.07 per share of common stock on June 8, 2004, September 7, 2004 and December 7, 2004. Any determination to pay future dividends will be at the discretion of our board of directors and will be dependent upon:

	•	our subsidiaries’ payment of dividends and/or other statutorily permissible payments to us;
	•	our results of operations and cash flows;
	•	our financial position and capital requirements;
	•	general business conditions;
	•	any legal, tax, regulatory and contractual restrictions on the payment of dividends; and
	•	any other factors our board of directors deems relevant.

      We are a holding company and, therefore, our ability to pay dividends, service our debt and meet our other obligations depends primarily on the ability of our insurance subsidiaries to pay dividends and make other statutorily permissible payments to us. Our insurance subsidiaries are subject to significant regulatory and contractual restrictions limiting their ability to declare and pay dividends. See “Risk Factors— Risks Relating to Our Company— The inability of our subsidiaries to pay dividends to us in sufficient amounts could harm our ability to meet our obligations and pay future stockholder dividends.” For the calendar year 2004, the maximum amount of dividends that our subsidiaries could pay to us under applicable laws and regulations without prior regulatory approval is approximately $302 million. Dividends paid by our subsidiaries totaled $244 million through September 30, 2004.

      We may seek approval of regulators to pay dividends in excess of any amounts that would be permitted without such approval. However, there can be no assurance that we would seek such approval or would obtain such approval.

      In addition, payments of dividends on the shares of common stock are subject to the preferential rights of preferred stock that our board of directors may create from time to time. For more information regarding restrictions on the payment of dividends by us and our insurance subsidiaries, including pursuant to the terms of our revolving credit facilities, see “Regulation— United States— State Regulation— Insurance Regulation Concerning Dividends” and “—Statutory Accounting Practices (SAP),” “Description of Share Capital” and “Description of Indebtedness.”

      In addition, our $500 million senior revolving credit facility restricts payments of dividends in the event that an event of default under the facility has occurred or a proposed dividend payment would cause an event of default under the facility.

37

---

Table of Contents

CAPITALIZATION

      The following table sets forth our consolidated capitalization as of September 30, 2004.

      You should read this table in conjunction with “Selected Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes that are included elsewhere in this prospectus.

				As of September 30,
				2004
				(in thousands,
				except per share data)
Cash and cash equivalents				$	692,373
Debt Outstanding:
	Long-term senior debt				971,593
Mandatorily redeemable preferred stock, par value $1.00 per share, (200,000,000 shares authorized and 24,160 outstanding)					24,160
Stockholders’ Equity:
	Common stock, par value $0.01 per share (800,000,000 shares authorized, 142,268,106 shares issued, 140,821,350 shares outstanding)(1)				1,423
	Additional paid-in capital				2,790,440
	Retained earnings				493,266
	Unamortized restricted stock compensation (59,430 shares)				(708	)
	Accumulated other comprehensive income				306,665
	Treasury stock, at cost (1,387,326 shares)				(36,035	)
		Total stockholders’ equity			3,555,051
Total Capitalization				$	4,550,804

	(1)	Our shares outstanding represent our shares issued less our treasury shares and less 59,430 shares of restricted stock distributed to our officers that have not yet vested.

38

---

Table of Contents

SELECTED CONSOLIDATED FINANCIAL INFORMATION

      The following table sets forth our selected historical consolidated financial information for the periods ended and as of the dates indicated.

      The selected consolidated statement of operations data for each of the three years in the period ended December 31, 2003 are derived from the audited consolidated financial statements of Assurant, Inc. and its consolidated subsidiaries included elsewhere in this prospectus, which have been prepared in accordance with GAAP. The selected consolidated statement of operations data for the nine months ended September 30, 2004 and September 30, 2003 and the selected consolidated balance sheet data at September 30, 2004 and September 30, 2003 are derived from the unaudited interim financial statements of Assurant, Inc. and its consolidated subsidiaries included elsewhere in this prospectus. The unaudited interim financial statements have been prepared on the same basis as the audited consolidated financial statements of Assurant, Inc. and in our opinion, include all adjustments consisting only of normal recurring adjustments, that we consider necessary for a fair statement of our results of operations and financial condition for these periods and as of such dates. These historical results are not necessarily indicative of expected results for any future period. The results for the nine months ended September 30, 2004 are not necessarily indicative of results to be expected for the full year. You should read the following selected consolidated financial information together with the other information contained in this prospectus, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this prospectus.

39

---

Table of Contents

				At September 30,								At December 31,
				2004				2003				2003				2002				2001				2000				1999
								(in thousands, except share amounts and per share data)
Selected Consolidated Statement of Operations Data:
Revenues
Net earned premiums and other considerations				$	4,844,259			$	4,533,503			$	6,156,772			$	5,681,596			$	5,242,185			$	5,144,375			$	4,508,795
Net investment income					471,486				456,608				607,313				631,828				711,782				690,732				590,487
Net realized gain (loss) on investments					22,447				14,808				1,868				(118,372	)			(119,016	)			(44,977	)			13,616
Amortization of deferred gain on disposal of businesses					43,298				52,235				68,277				79,801				68,296				10,284				—
Gain on disposal of businesses					—				—				—				10,672				61,688				11,994				—
Fees and other income					154,511				172,764				231,983				246,675				221,939				399,571				357,878
		Total revenues			5,536,001				5,229,918				7,066,213				6,532,200				6,186,874				6,211,979				5,470,776
Benefits, losses and expenses
Policyholder benefits					2,888,948				2,656,325				3,657,763				3,435,175				3,240,091				3,208,054				3,061,488
Amortization of deferred acquisition costs and value of businesses acquired					651,178				640,642				863,647				732,010				648,918				486,284				576,978
Underwriting, general and administrative expenses					1,547,317				1,451,348				1,965,491				1,876,222				1,846,550				2,081,816				1,566,833
Amortization of goodwill					—				—				—				—				113,300				106,773				57,717
Interest expense					41,104				—				1,175				—				14,001				24,726				39,893
Loss on disposal of business					9,232				—				—				—				—				—				—
Distributions on mandatorily redeemable preferred securities					2,163				87,854				112,958				118,396				118,370				110,142				53,824
Interest premiums on redemption of preferred securities					—				—				205,822				—				—				—				—
		Total benefits, losses and expenses			5,139,942				4,836,169				6,806,856				6,161,803				5,981,230				6,017,795				5,356,733
		Income before income taxes and cumulative effect of change in accounting principle			396,059				393,749				259,357				370,397				205,644				194,184				114,043
Income taxes					131,627				130,464				73,705				110,657				107,591				104,500				57,657
Net Income
Net income before cumulative effect of change in accounting principle					264,432				263,285				185,652				259,740				98,053				89,684				56,386
Cumulative effect of change in accounting principle(1)					—				—				—				(1,260,939	)			—				—				—
		Net income (loss)		$	264,432			$	263,285			$	185,652			$	(1,001,199	)		$	98,053			$	89,684			$	56,386
Per Share Data:
Basic and dilutive net income per share before cumulative effect of change in accounting principle				$	1.92			$	2.41			$	1.70			$	2.38			$	0.90			$	0.85			$	0.85
Basic and dilutive net income (loss) per share				$	1.92			$	2.41			$	1.70			$	(9.17	)		$	0.90			$	0.85			$	0.85
Weighted average of basic shares of common stock outstanding					137,818,397				109,222,276				109,222,276				109,222,276				109,222,276				104,915,373				66,122,451
Dividends per share:
	Common Stock			$	0.14			$	1.66			$	1.66			$	0.38			$	1.00			$	0.20			$	—

40

---

Table of Contents

		At September 30,								At December 31,
		2004				2003				2003				2002				2001				2000				1999
						(in thousands, except share amounts and per share data)
Selected Consolidated Balance Sheet Data:
Cash and cash equivalents and investments		$	12,126,576			$	11,155,385			$	11,881,802			$	10,694,772			$	10,319,117			$	10,750,554			$	10,110,136
Total assets			23,619,537				22,853,763				23,707,977				22,257,699				24,431,412				24,095,760				22,215,111
Policy liabilities(2)			13,192,085				12,780,855				12,881,796				12,388,623				12,064,643				11,534,891				10,336,265
Debt			971,593				—				1,750,000				—				—				238,983				1,007,243
Mandatorily redeemable preferred securities			—				1,446,074				196,224				1,446,074				1,446,074				1,449,738				899,850
Mandatorily redeemable preferred stock			24,160				24,160				24,160				24,660				25,160				25,160				22,160
Total stockholders’ equity			3,555,051				2,753,223				2,632,103				2,555,059				3,452,405				3,367,713				3,164,297
Per Share Data:
Total book value per share(3)		$	25.25			$	25.21			$	24.10			$	23.39			$	31.61			$	30.83			$	37.95

---

(1)	On January 1, 2002 we adopted FAS 142. As a result, we recognized a non-cash goodwill impairment charge of $1,261 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation— Significant Accounting Standard Affecting Our Business.”
(2)	Policy liabilities include future policy benefits and expenses, unearned premiums and claims and benefits payable.
(3)	Total stockholders’ equity divided by the basic shares of common stock outstanding. At September 30, 2004 and 2003, there were 140,821,350 and 109,222,276 shares of common stock outstanding, respectively. At December 31, 2003, 2002, 2001 and 2000, there were 109,222,276 shares of common stock outstanding. At December 31, 1999 there were 83,380,858 shares of common stock outstanding.

41

---

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

      The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and accompanying notes which appear elsewhere in this prospectus. It contains forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” for more information. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly under the headings “Risk Factors” and “Forward-Looking Statements.”

General

      We pursue a differentiated strategy of building leading positions in specialized market segments for insurance products and related services in North America and selected other markets. We provide:

•	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
•	pre-funded funeral insurance.

      The markets we target are generally complex, have a relatively limited number of competitors and, we believe, offer attractive profit opportunities.

      We report our results through five segments: Assurant Solutions, Assurant Health, Assurant Employee Benefits, Assurant PreNeed and Corporate and Other. The Corporate and Other segment includes activities of the holding company, financing expenses, realized gains (losses) on investments, interest income earned from short-term investments held and, prior to 2004, interest income from excess surplus of insurance subsidiaries not allocated to other segments. The Corporate and Other segment also includes (i) the results of operations of FFG, a division we sold on April 2, 2001, and (ii) long-term care (LTC) operations, which we sold on March 1, 2000, for the periods prior to their disposition, and amortization of deferred gains associated with the portions of the sales of FFG and LTC sold through reinsurance agreements as described below.

Critical Factors Affecting Results

      Our profitability depends on the adequacy of our product pricing, underwriting and the accuracy of our methodology for the establishment of reserves for future policyholder benefits and claims, returns on invested assets and our ability to manage our expenses. As such, factors affecting these items may have a material adverse effect on our results of operations or financial condition.

Revenues

      We derive our revenues primarily from the sale of our insurance policies and, to a lesser extent, fee income by providing administrative services to certain clients. Sales of insurance policies are recognized in revenue as earned premiums while sales of administrative services are recognized as fee income. In late 2000, the majority of our domestic credit insurance clients began a transition from the purchase of our credit insurance products from which we earned premium revenue to debt protection administration programs, from which we earn fee income. Debt protection administration programs include services for non-insurance products that cancel or defer the required monthly payment on outstanding loans when covered events occur.

      Our premium and fee income is supplemented by income earned from our investment portfolio. We recognize revenue from interest payments, dividends and sales of investments. Our investment portfolio is

42

---

Table of Contents

      Interest rate volatility can reduce unrealized gains or create unrealized losses in our portfolios. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. Fluctuations in interest rates affect our returns on, and the market value of, fixed maturity and short-term investments.

      The fair market value of the fixed maturity securities in our portfolio and the investment income from these securities fluctuate depending on general economic and market conditions. The fair market value generally increases or decreases in an inverse relationship with fluctuations in interest rates, while net investment income realized by us from future investments in fixed maturity securities will generally increase or decrease with interest rates. In addition, actual net investment income and/or cash flows from investments that carry prepayment risk, such as mortgage-backed and other asset-backed securities, may differ from those anticipated at the time of investment as a result of interest rate fluctuations. In periods of declining interest rates, mortgage prepayments generally increase and mortgage-backed securities, commercial mortgage obligations and bonds in our investment portfolio are more likely to be prepaid or redeemed as borrowers seek to borrow at lower interest rates, and we may be required to reinvest those funds in lower interest-bearing investments.

      In addition, Assurant PreNeed generally writes whole life insurance policies with increasing death benefits and obtains much of its profits through interest rate spreads. Interest rate spreads refer to the difference between the death benefit growth rates on pre-funded funeral insurance policies and the investment returns generated on the assets we hold related to those policies. As of September 30, 2004, approximately 83% of Assurant PreNeed’s in force insurance policy reserves related to policies that provide for death benefit growth, some of which provide for minimum death benefit growth pegged to changes in the Consumer Price Index. In extended periods of declining interest rates or high inflation, there may be compression in the spread between Assurant PreNeed’s death benefit growth rates and its investment earnings or a negative spread. As a result, declining interest rates or high inflation rates may have a material adverse effect on our results of operations and our overall financial condition.

Expenses

      Our expenses primarily consist of policyholder benefits, underwriting, general and administrative expenses, and distributions on preferred securities.

      Selling, underwriting and general expenses consist primarily of commissions, premium taxes, licenses, fees, amortization of deferred acquisition costs (DAC) and value of businesses acquired (VOBA) and general operating expenses. For a description of DAC and VOBA, see Notes 2, 18 and 19 of the Notes to Consolidated Financial Statements included elsewhere in this prospectus.

      Our profitability depends in large part on accurately predicting benefits, claims and other costs, including medical and dental costs. It also depends on our ability to manage future benefit and other costs through product design, underwriting criteria, utilization review or claims management and, in health and dental insurance, negotiation of favorable provider contracts. Changes in the composition of the kinds of work available in the economy, market conditions and numerous other factors may also materially adversely affect our ability to manage claim costs. As a result of one or more of these factors or other factors, claims could substantially exceed our expectations, which could have a material adverse effect on our business, results of operations and financial condition.

      In 2004, we granted approximately 3.9 million stock appreciation rights to our employees. For every dollar by which our stock price exceeds $22.00, we will recognize an expense of approximately $3 million.

      At December 31, 2003, and September 30, 2004, we had $1,970 million and $996 million of debt and preferred stock, respectively. This has had an impact on our annual interest and dividend costs.

43

---

Table of Contents

      We will need to comply with certification requirements under Section 404 of the Sarbanes Oxley Act as of December 31, 2005, and we expect to incur increased expenses to comply with these requirements.

Regulation

      Legislation or other regulatory reform that increases the regulatory requirements imposed on us or that changes the way we are able to do business may significantly harm our business or results of operations in the future. For example, some states have imposed new time limits for the payment of uncontested covered claims and require health care and dental service plans to pay interest on uncontested claims not paid promptly within the required time period. Some states have also granted their insurance regulatory agencies additional authority to impose monetary penalties and other sanctions on health and dental plans engaging in certain “unfair payment practices.” If we were to be unable for any reason to comply with these requirements, it could result in substantial costs to us and may materially adversely affect our results of operations and financial condition. In addition, in some of our businesses, such as individual medical products, our revenues and net income will be affected by our ability to get regulatory approval for rate increases. Where rate increases are unacceptable to us, we could withdraw from a state but may for a limited period of time be required to participate in state sponsored risk pools for our former insureds who cannot get replacement policies.

      For other factors affecting our results of operations or financial condition, see “Risk Factors.”

Acquisitions and Dispositions of Businesses

      Our results of operations were affected by the following acquisitions and dispositions, including:

      On October 25, 2004, we sold the assets of our Dominion Automobile Association business. We recorded a pre-tax gain on the sale of $1.0 million in the fourth quarter of 2004, which will be reflected in Assurant Solutions.

      On July 1, 2004, we acquired Monumental Life Insurance Company of Puerto Rico. Total revenues of $0.6 million and after-tax loss of $0.3 million were generated by these operations for the three months ended September 30, 2004.

      On May 3, 2004, we sold the assets of our WorkAbility division of CORE, Inc. (CORE). We recorded a pre-tax loss on the sale of $9.2 million, which was included in the Corporate and Other segment.

      On October 10, 2002, we sold the Peer Review and Analysis division (PRA) of CORE to MCMC, LLC, an independent provider of medical analysis services. No gain or loss was recognized on the sale of PRA.

      On June 28, 2002, we sold our 50% ownership in Neighborhood Health Partnership (NHP) to NHP Holding LLC. We recorded pre-tax gains on sale of $11 million, which was included in the Corporate and Other segment.

      On December 31, 2001, we acquired Protective Life Corporation’s Dental Benefits Division (DBD), including the acquisition through reinsurance of Protective’s indemnity dental, life and disability business and its prepaid dental subsidiaries. Total revenues of $305 million and income after tax of $15 million were generated by the DBD operations for the year ended December 31, 2002. DBD is included in Assurant Employee Benefits.

      On July 12, 2001, we acquired CORE, a national provider of employee absence management services. Total revenues of $31 million and income after tax of $0.2 million were generated by the CORE operations from July 12, 2001 through December 31, 2001, as compared to total revenues of $66 million and income after tax of $3 million in 2002. CORE is included in Assurant Employee Benefits.

      On April 2, 2001, we sold our FFG division to The Hartford primarily through a reinsurance arrangement. Total revenues of $146 million and income after tax of $8 million were generated by the FFG division for the three months ended March 31, 2001, compared to total revenues of $669 million and income after tax of $65 million during 2000. FFG included certain individual life insurance policies, investment-type annuity contracts and mutual fund operations. The sale of the mutual fund operations resulted in $62 million

44

---

Table of Contents

      Prior to April 2, 2001, FFG had issued variable insurance products that are required to be registered as securities under the Securities Act. Variable insurance refers to an investment-oriented life insurance policy that offers flexible premiums and a minimum death benefit as well as providing a return linked to an underlying portfolio of securities. These registered insurance contracts, which we no longer sell, have been 100% reinsured with The Hartford through modified coinsurance agreements. The Hartford administers this closed block of business pursuant to a third party administration agreement. Since this block of business was sold through modified coinsurance agreements, separate account assets and separate account liabilities associated with these products continue to be reflected in our financial statements. See the line items entitled “Assets held in separate accounts” and “Liabilities related to separate accounts” in our consolidated balance sheets. The liabilities created by these variable insurance policies are tied to the performance of underlying investments held in separate accounts of the insurance company that originally issued such policies. While we own the separate account assets, the laws governing separate accounts provide that the income, gains and losses from assets in the separate account are credited to or charged against the separate account without regard to other income, gains or losses of the insurer. Further, the laws provide that the separate account will not be charged with liabilities arising out of any other business the insurer may conduct. The result of this structure is that the assets held in the separate account correspond to and are equal to the liabilities created by the variable insurance contracts. At September 30, 2004, we had separate account assets and liabilities of $3,541 million compared to $4,809 million on April 2, 2001, the date of the FFG sale.

      Comparing our results from period to period requires taking into account these acquisitions and dispositions. For a more detailed description of these acquisitions and dispositions, see Notes 3 and 4 of the Notes to Consolidated Financial Statements included elsewhere in this prospectus.

Critical Accounting Estimates

      There are certain accounting policies that we consider to be critical due to the amount of judgment and uncertainty inherent in the application of those policies. In calculating financial statement estimates, the use of different assumptions could produce materially different estimates. In addition, if factors such as those described above or in “Risk Factors” cause actual events to differ from the assumptions used in applying the accounting policies and calculating financial estimates, there could be a material adverse effect on our results of operations, financial condition and liquidity.

      We believe the following critical accounting policies require significant estimates which, if such estimates are not materially correct, could affect the preparation of our consolidated financial statements. Also, see “—Reserves” for the sensitivity analysis of our significant critical accounting estimates.

Premiums

	Short Duration Contracts

      Our short duration contracts are those on which we recognize revenue on a pro rata basis over the contract term. Our short duration contracts primarily include:

	•	group term life;
	•	group disability;
	•	medical and dental;
	•	property and warranty;

45

---

Table of Contents

	•	credit life and disability; and
	•	extended service contracts and individual medical contracts issued after 2002 in most jurisdictions.

	Long Duration Contracts

      Currently, our long duration contracts being sold are pre-funded funeral life insurance and investment-type annuities. For pre-funded funeral life insurance policies, any excess of the gross premium over the net premium is deferred and is recognized in income in a constant relationship with the insurance in force. For pre-funded funeral investment-type annuity contracts, revenues consist of charges assessed against policy balances.

      For individual medical contracts sold prior to 2003 and currently in a limited number of jurisdictions and traditional life insurance contracts sold by Assurant PreNeed that are no longer offered, revenue is recognized when due from policyholders.

      For universal life insurance and investment-type annuity contracts sold by Assurant Solutions that are no longer offered, revenues consist of charges assessed against policy balances.

      Premiums for LTC insurance and traditional life insurance contracts within FFG are recognized as revenue when due from the policyholder. For universal life insurance and investment-type annuity contracts within FFG, revenues consist of charges assessed against policy balances. For the FFG and LTC businesses previously sold, all revenue is ceded to The Hartford and John Hancock, respectively.

	Reinsurance Assumed

      Reinsurance premiums assumed are calculated based upon payments received from ceding companies together with accrual estimates which are based on both payments received and in force policy information received from ceding companies. Any subsequent differences arising on such estimates are recorded in the period in which they are determined.

Fee Income

      We primarily derive income from fees received from providing administration services. Fee income is earned when services are performed.

Reserves

      Reserves are established according to generally accepted actuarial principles and are based on a number of factors. These factors include experience derived from historical claim payments and actuarial assumptions to arrive at loss development factors. Such assumptions and other factors include trends, the incidence of incurred claims, the extent to which all claims have been reported and internal claims processing charges. The process used in computing reserves cannot be exact, particularly for liability coverages, since actual claim costs are dependent upon such complex factors as inflation, changes in doctrines of legal liability and damage awards. The methods of making such estimates and establishing the related liabilities are periodically reviewed and updated.

      Reserves, whether calculated under GAAP or SAP, do not represent an exact calculation of exposure, but instead represent our best estimates, generally involving actuarial projections at a given time, of what we expect the ultimate settlement and administration of a claim or group of claims will cost based on our assessment of facts and circumstances then known. The adequacy of reserves will be impacted by future trends in claims severity, frequency, judicial theories of liability and other factors. These variables are affected by both external and internal events, such as:

	•	changes in the economic cycle;
	•	changes in the social perception of the value of work;
	•	emerging medical perceptions regarding physiological or psychological causes of disability;

46

---

Table of Contents

	•	emerging health issues and new methods of treatment or accommodation;
	•	inflation;
	•	judicial trends;
	•	legislative changes; and
	•	claims handling procedures.

      Many of these items are not directly quantifiable, particularly on a prospective basis. Reserve estimates are refined as experience develops. Adjustments to reserves, both positive and negative, are reflected in the statement of operations of the period in which such estimates are updated. Because establishment of reserves is an inherently uncertain process involving estimates of future losses, there can be no certainty that ultimate losses will not exceed existing claims reserves. Future loss development could require reserves to be increased, which could have a material adverse effect on our earnings in the periods in which such increases are made.

	Short Duration Contracts

      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 base 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.

      For group disability, the case base reserves and the IBNR are recorded at an amount equal to the net present value of the expected claims future payments. Group long-term disability reserves are discounted to the valuation date at the valuation interest rate. The valuation interest rate is reviewed quarterly by taking into consideration actual and expected earned rates on our asset portfolio, with adjustments for investment expenses and provisions for adverse deviation. Group long-term disability and group life waiver of premium reserves are discounted because the payment pattern and ultimate cost are fixed and determinable on an individual claim basis. Group long-term disability and group term life reserve adequacy studies are performed annually, and morbidity and mortality assumptions are adjusted where appropriate.

      Unearned premium reserves are maintained for the portion of the premiums on short duration contracts that is related to the unexpired period of the policy.

      We have exposure to asbestos, environmental and other general liability claims arising from our participation in various reinsurance pools from 1971 through 1983. This exposure arose from a short duration contract that we discontinued writing many years ago. We carried case reserves for these liabilities as recommended by the various pool managers and bulk reserves for IBNR of $37 million (before reinsurance) and $36 million (after reinsurance) in the aggregate at December 31, 2003. Any estimation of these liabilities is subject to greater than normal variation and uncertainty due to the general lack of sufficiently detailed data, reporting delays and absence of a generally accepted actuarial methodology for those exposures. There are significant unresolved industry legal issues, including such items as whether coverage exists and what constitutes an occurrence. In addition, the determination of ultimate damages and the final allocation of losses to financially responsible parties are highly uncertain. However, based on information currently available, and after consideration of the reserves reflected in the financial statements, we believe that any changes in reserve estimates for these claims are not reasonably likely to be material. Asbestos, environmental and other general liability claim payments, net of reinsurance recoveries, were $2.9 million, $1.4 million and $2.2 million for the years ended December 31, 2003, 2002 and 2001, respectively.

      One of our subsidiaries, 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

47

---

Table of Contents

      Based on information currently available, and after consideration of the reserves reflected in the financial statements, we believe that it is not reasonably likely that any liabilities we experience in connection with these programs would have a material adverse effect on our financial condition or results of operations. However, the inherent uncertainty of arbitrations and lawsuits, including the uncertainty of estimating whether any settlements we may enter into in the future would be on favorable terms, makes it difficult to predict the outcomes with certainty.

	Long Duration Contracts

      Future policy benefits and expense reserves on LTC, life insurance policies and annuity contracts that are no longer offered, individual medical and the traditional life insurance contracts within FFG are recorded at the present value of future benefits to be paid to policyholders and related expenses less the present value of the future net premiums. These amounts are estimated and include assumptions as to the expected investment yield, inflation, mortality, morbidity and withdrawal rates as well as other assumptions that are based on our experience. These assumptions reflect anticipated trends and include provisions for possible unfavorable deviations.

      Future policy benefits and expense reserves for pre-funded funeral investment-type annuities, universal life insurance policies and investment-type annuity contracts that are no longer offered, and the variable life insurance and investment-type annuity contracts in FFG consist of policy account balances before applicable surrender charges and certain deferred policy initiation fees that are being recognized in income over the terms of the policies. Policy benefits charged to expense during the period include amounts paid in excess of policy account balances and interest credited to policy account balances.

      Future policy benefits and expense reserves for pre-funded funeral life insurance contracts 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, are based on Company experience and include provision for possible unfavorable deviation. An unearned revenue reserve is also recorded for these contracts which represents the balance of the excess of gross premiums over net premiums that is still to be recognized in future years’ income in a constant relationship to insurance in force.

Deferred Acquisition Costs (DAC)

      The costs of acquiring new business that vary with and are primarily related to the production of new business have been deferred to the extent that such costs are deemed recoverable from future premiums or

48

---

Table of Contents

      Loss recognition testing is performed annually and reviewed quarterly. Such testing involves the use of best estimate assumptions including the anticipation of interest income to determine if anticipated future policy premiums are adequate to recover all DAC and related claims, benefits and expenses. To the extent a premium deficiency exists, it is recognized immediately by a charge to the statement of operations and a corresponding reduction in DAC. If the premium deficiency is greater than unamortized DAC, a liability will be accrued for the excess deficiency.

	Short Duration Contracts

      DAC relating to property contracts, warranty and extended service contracts and single premium credit insurance contracts are amortized over the term of the contracts in relation to premiums earned.

      Acquisition costs relating to monthly pay credit insurance business consist mainly of direct marketing costs and are deferred and amortized over the estimated average terms of the underlying contracts.

      Acquisition costs relating to group term life, group disability and group dental consist primarily of new business underwriting, field sales support, commissions to agents and brokers, and compensation to sales representatives. These acquisition costs are front-end loaded; thus they are deferred and amortized over the estimated terms of the underlying contracts.

      Acquisition costs on individual medical contracts issued in most jurisdictions after 2002 and small group medical contracts consist primarily of commissions to agents and brokers, which are level, and compensation to representatives, which is spread out and is not front-end loaded. These costs do not vary with the production of new business. As a result, these costs are not deferred but rather are recorded in the statement of operations in the period in which they are incurred.

	Long Duration Contracts

      Acquisition costs for pre-funded funeral life insurance policies and life insurance policies no longer offered are deferred and amortized in proportion to anticipated premiums over the premium-paying period.

      For pre-funded funeral investment-type annuities and universal life insurance policies and investment-type annuity contracts that are no longer offered, DAC is amortized in proportion to the present value of estimated gross margins or profits from investment, mortality, expense margins and surrender charges over the estimated life of the policy or contract. The assumptions used for the estimates are consistent with those used in computing the policy or contract liabilities.

      Acquisition costs relating to individual medical contracts issued prior to 2003 and currently issued in a limited number of jurisdictions are deferred and amortized over the estimated average terms of the underlying contracts. These acquisition costs relate to commissions and policy issuance expenses. Commissions represent the majority of deferred costs and result from commission schedules that pay significantly higher rates in the first year. The majority of deferred policy issuance expenses are the costs of separately underwriting each individual medical contract.

      Acquisition costs on the FFG and LTC disposed businesses were written off when the businesses were sold.

Investments

      We regularly monitor our investment portfolio to ensure that investments that may be other than temporarily impaired are identified in a timely fashion and properly valued and that any impairments are charged against earnings in the proper period. Our methodology to identify potential impairments requires professional judgment.

49

---

Table of Contents

      Changes in individual security values are regularly monitored in order to identify potential credit problems. In addition, pursuant to our impairment process, each month the portfolio holdings are screened for securities whose market price is equal to 85% or less of their original purchase price. Management then makes their assessment as to which of these securities are other than temporarily impaired. Assessment factors include, but are not limited to, the financial condition and rating of the issuer, any collateral held and the length of time the market value of the security has been below cost. Each quarter the watchlist is discussed at a meeting attended by members of our investment, accounting and finance departments. At this meeting, any security whose price decrease is deemed to have been other than temporarily impaired is written down to its then current market level, with the amount of the writedown reflected in our statement of operations for that quarter. Previously impaired issues are also monitored monthly, with additional writedowns taken quarterly if necessary.

      Inherently, there are risks and uncertainties involved in making these judgments. Changes in circumstances and critical assumptions such as a continued weak economy, a more pronounced economic downturn or unforeseen events which affect one or more companies, industry sectors or countries could result in additional writedowns in future periods for impairments that are deemed to be other-than-temporary. See also “Investments” in Note 2 of the Notes to Consolidated Financial Statements included elsewhere in this prospectus.

Reinsurance

      Reinsurance recoverables include amounts related to paid benefits and estimated amounts related to unpaid policy and contract claims, future policyholder benefits and policyholder contract deposits. The cost of reinsurance is accounted for over the terms of the underlying reinsured policies using assumptions consistent with those used to account for the policies. Amounts recoverable from reinsurers are estimated in a manner consistent with claim and claim adjustment expense reserves or future policy benefits reserves and are reported in our consolidated balance sheets. The ceding of insurance does not discharge our primary liability to our insureds. An estimated allowance for doubtful accounts is recorded on the basis of periodic evaluations of balances due from reinsurers, reinsurer solvency, management’s experience and current economic conditions.

Other Accounting Policies

      For a description of other accounting policies applicable to the periods covered by this prospectus, see Note 2 of the Notes to Consolidated Financial Statements included elsewhere in this prospectus.

Significant Accounting Standard Affecting Our Business

      On January 1, 2002, we adopted FAS 142. As of our adoption of FAS 142, we ceased amortizing goodwill. In addition, we were required to subject our goodwill to an initial impairment test. As a result of FAS 142, we are required to conduct impairment testing on an annual basis and between annual tests if an event occurs or circumstances change indicating a possible goodwill impairment. In the absence of an impairment event, our net income will be higher as a result of not having to amortize goodwill.

      As a result of this initial impairment test, we recognized a non-cash goodwill impairment charge of $1,261 million. The impairment charge was recorded as a cumulative effect of a change in accounting principle as of January 1, 2002. The impairment charge had no impact on cash flows or the statutory-basis capital and surplus of our insurance subsidiaries. We also performed a January 1, 2003 and 2004 impairment test during the six months ended June 30, 2003 and 2004 and concluded that goodwill was not further impaired.

      See “Recent Accounting Pronouncements” in Note 2 of the Notes to Consolidated Financial Statements included elsewhere in this prospectus for a description of additional recent accounting standards that are applicable to us.

50

---

Table of Contents

Results of Operations

	Consolidated Overview

      The table below presents information regarding our consolidated results of operations:

				For the Nine
				Months Ended								For the Year Ended
				September 30,								December 31,
				2004				2003				2003				2002				2001
				(in millions)
Revenues:
	Net earned premiums and other considerations			$	4,844			$	4,534			$	6,157			$	5,681			$	5,242
	Net investment income				471				457				607				632				712
	Net realized gains (losses) on investments				22				15				2				(118	)			(119	)
	Amortization of deferred gain on disposal of businesses				43				52				68				80				68
	Gain on disposal of businesses				—				—				—				11				62
	Fees and other income				156				172				232				246				222
		Total revenues			5,536				5,230				7,066				6,532				6,187
Benefits, losses and expenses:
	Policyholder benefits				(2,889	)			(2,656	)			(3,657	)			(3,435	)			(3,240	)
	Selling, underwriting and general expenses(1)				(2,199	)			(2,093	)			(2,829	)			(2,609	)			(2,496	)
	Amortization of goodwill				—				—				—				—				(113	)
	Interest expense				(41	)			—				(1	)			—				(14	)
	Loss on disposal of business				(9	)			—				—				—				—
	Distributions on mandatorily redeemable preferred securities				(2	)			(88	)			(113	)			(118	)			(118	)
	Premium on redemption of preferred securities				—				—				(206	)			—				—
		Total benefits, losses and expenses			(5,140	)			(4,837	)			(6,806	)			(6,162	)			(5,981	)
Income before income taxes					396				393				260				370				206
	Income taxes				(132	)			(130	)			(74	)			(110	)			(108	)
Net income before cumulative effect of change in accounting principle					264				263				186				260				98
Cumulative effect of change in accounting principle					—				—				—				(1,261	)			—
Net income (loss)				$	264			$	263			$	186			$	(1,001	)		$	98

(1)	Includes amortization of DAC and VOBA and underwriting, general and administrative expenses.

Note:

The table above includes amortization of goodwill in 2001 and the cumulative effect of change in accounting principle in 2002. These items are only included in this Consolidated Overview. As a result, the tables presented under the segment discussions do not total to the same amounts shown on this consolidated overview table. See Note 20 of the Notes to Consolidated Financial Statements included elsewhere in this prospectus.

      We anticipate that we will incur additional actual claims in the fourth quarter related to the Florida hurricanes that occurred at the end of the third quarter. We believe that these additional claims would bring total losses from hurricanes and other various catastrophes in 2004 to $122 million before anticipated reinsurance recoveries of $32 million.

51

---

Table of Contents

	Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

	Total Revenues

      Total revenues increased by $306 million, or 6%, from $5,230 million for the nine months ended September 30, 2003, to $5,536 million for the nine months ended September 30, 2004.

      Net earned premiums and other considerations increased by $310 million, or 7%, from $4,534 million for the nine months ended September 30, 2003, to $4,844 million for the nine months ended September 30, 2004, primarily due to an increase of $99 million and $197 million in Assurant Solutions and Assurant Health, respectively. The increase in Assurant Solutions was primarily due to growth in their creditor-placed homeowners insurance product line along with growth in the extended service contract business and products sold internationally, offset by a decline in the domestic credit insurance business. The increase in Assurant Health was primarily due to increased sales, which partially reflect the success of HSAs, and increased rates.

      Net investment income increased by $14 million, or 3%, from $457 million for the nine months ended September 30, 2003 to $471 million for the nine 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 was due to the lower interest rate environment. The average invested assets increased by approximately 10% for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003.

      Net realized gains on investments improved by $7 million, or 47%, from net realized gains of $15 million for the nine months ended September 30, 2003, to net realized gains of $22 million 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 nine months ended September 30, 2003 and 2004, we had other-than-temporary impairments of $17 million and $0.8 million, respectively. There were no individual impairments in excess of $10 million for the nine months ended September 30, 2003 and for the nine months ended September 30, 2004.

      Amortization of deferred gain on disposal of businesses decreased by $9 million, or 17%, from $52 million for the nine months ended September 30, 2003, to $43 million for the nine months ended September 30, 2004. The decrease was consistent with the run-off of the business ceded to The Hartford in 2001 and John Hancock in 2000. See “—Reinsurance.”

      Fees and other income decreased by $16 million, or 9%, from $172 million for the nine months ended September 30, 2003, to $156 million for the nine months ended September 30, 2004. The decrease was primarily due to an increase in Assurant Health of $5 million offset by decreases of $15 million and $6 million 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 $303 million, or 6%, from $4,837 million for the nine months ended September 30, 2003, to $5,140 million for the nine months ended September 30, 2004.

      Policyholder benefits increased by $233 million, or 9%, from $2,656 million for the nine months ended September 30, 2003, to $2,889 million for the nine months ended September 30, 2004. The increase was primarily due to increases of $92 million, $100 million and $29 million in Assurant Solutions, Assurant Health and Assurant Employee Benefits, respectively. The increase in Assurant Solutions was 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 expected reinsurance, of $77 million and $18 million for the nine months ended September 30, 2004 and 2003, respectively. The increase in total benefits, losses and expenses in Assurant Health was primarily due to both increased sales, which partially reflect the success of HSAs, and

52

---

Table of Contents

      Selling, underwriting and general expenses increased by $106 million, or 5%, from $2,093 million for the nine months ended September 30, 2003, to $2,199 million for the nine months ended September 30, 2004. The increase was primarily due to increases of $29 million, $70 million, $6 million and $17 million in Assurant Solutions, Assurant Health, Assurant PreNeed and Corporate and Other, respectively, offset by a decrease in Assurant Employee Benefits of $15 million. The increase in Assurant Solutions was primarily from increased business in the extended service contracts products and creditor-placed homeowners insurance product. The increase in Assurant Health was primarily due to increased commission expense associated with our individual health businesses. The decrease in Assurant Employee Benefits was primarily due to the sale of the WorkAbility division. The increase in Assurant PreNeed was primarily due to additional policy maintenance expenses on a larger in force block of business. The increase in Corporate and Other was primarily due to costs related to our initial public offering in February and increased costs as a result of being a public company.

      Interest expense increased by $41 million from zero for the nine months ended September 30, 2003 to $41 million for the nine months ended September 30, 2004. The increase was the result of 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 million loss on disposal of this business in the second quarter of 2004.

      Distributions on mandatorily redeemable preferred securities decreased by $86 million, or 98%, from $88 million for the nine months ended September 30, 2003 to $2 million for the nine months ended September 30, 2004. The decline was due to the early redemption of $1,250 million of mandatorily redeemable preferred securities in December 2003 and $196 million of mandatorily redeemable preferred securities in January 2004.

	Net Income

      Net income increased by $1 million, or less than 1%, from $263 million for the nine months ended September 30, 2003 to $264 million for the nine months ended September 30, 2004.

      Income taxes increased by $2 million, or 2%, from $130 million for the nine months ended September 30, 2003, to $132 million for the nine 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.

	Year Ended December 31, 2003 Compared to December 31, 2002

	Total Revenues

      Total revenues increased by $534 million, or 8%, from $6,532 million for the year ended December 31, 2002, to $7,066 million for the year ended December 31, 2003.

      Net earned premiums and other considerations increased by $476 million, or 8%, from $5,681 million for the year ended December 31, 2002, to $6,157 million for the year ended December 31, 2003. The increase in net earned premiums and other considerations was primarily due to increases of $285 million, $175 million, and $23 million in Assurant Solutions, Assurant Health, and Assurant Employee Benefits, respectively, with an offsetting decrease of $9 million in Assurant PreNeed. The increase in Assurant Solutions was due to growth in specialty property and consumer protection products. The increase in Assurant Health was primarily due to increases in individual health insurance business due to membership growth and premium rate increases.

53

---

Table of Contents

      Net investment income decreased by $25 million, or 4%, from $632 million for the year ended December 31, 2002, to $607 million for the year ended December 31, 2003. The decrease was primarily due to a decrease in investment yields driven by the lower interest rate environment. The yield on average invested assets was 5.61% for the year ended December 31, 2003, as compared to 6.27% for the year ended December 31, 2002.

      Net realized gains (losses) on investments improved by $120 million, or 102%, from net realized losses of $118 million for the year ended December 31, 2002, to net realized gains of $2 million for the year ended December 31, 2003. Net realized gains (losses) on investments are comprised of both other-than-temporary impairments and realized capital gains (losses) on sales of securities. For the year ended December 31, 2003, we had other-than-temporary impairments of $20 million as compared to $85 million for the year ended December 31, 2002. There were no individual impairments in excess of $10 million for the year ended December 31, 2003. Impairments on available for sale securities in excess of $10 million for the year ended December 31, 2002 consisted of an $18 million writedown of fixed maturity investments in NRG Energy, a $12 million writedown of fixed maturity investments in AT&T Canada and an $11 million writedown of fixed maturity investments in MCI WorldCom. Excluding the effects of other-than-temporary impairments, we recorded an increase in net realized gains of $55 million in the Corporate and Other segment.

      Amortization of deferred gain on disposal of businesses decreased by $12 million, or 15%, from $80 million for the year ended December 31, 2002, to $68 million for the year ended December 31, 2003. The decrease was consistent with the run-off of the businesses ceded to The Hartford and John Hancock. See “—Reinsurance.”

      Gain on disposal of businesses decreased by $11 million, or 100%, from $11 million for the year ended December 31, 2002 to zero for the year ended December 31, 2003. There were no disposals in 2003. On June 28, 2002, we sold our investment in NHP, which resulted in pre-tax gains of $11 million.

      Fees and other income decreased by $14 million, or 6%, from $246 million for the year ended December 31, 2002 to $232 million for the year ended December 31, 2003. The decrease was primarily due to $15 million of income recognized in Corporate and Other segment for the year ended December 31, 2002, associated with a settlement true-up of a 1999 sale of a small block of business to a third party and reversal of bad debt allowances due to successful collection of receivables that had been previously written off.

	Total Benefits, Losses and Expenses

      Total benefits, losses and expenses increased by $644 million, or 10%, from $6,162 million for the year ended December 31, 2002 to $6,806 million for the year ended December 31, 2003.

      Policyholder benefits increased by $222 million, or 6%, from $3,435 million for the year ended December 31, 2002, to $3,657 million for the year ended December 31, 2003. The increase was primarily due to increases of $144 million, $95 million and $8 million in Assurant Solutions, Assurant Health and Assurant PreNeed, respectively, with an offsetting decrease of $24 million in Assurant Employee Benefits. The increase in Assurant Solutions was primarily due to growth in specialty property products, primarily in creditor-placed and voluntary homeowners insurance lines of business. The increase in Assurant Health was primarily due to the increase in individual health insurance business, which was consistent with growth in this business.

      Selling, underwriting and general expenses increased by $220 million, or 8%, from $2,609 million for the year ended December 31, 2002, to $2,829 million for the year ended December 31, 2003. The increase was primarily due to increases of $141 million, $43 million and $11 million in Assurant Solutions, Assurant Health and Assurant Employee Benefits, respectively. The increase in Assurant Solutions was consistent with growth in the specialty property and consumer protection products business. The increase in Assurant Health was primarily due to increases in commissions, amortization of deferred policy acquisition costs and general expenses, which was consistent with the growth in business.

      Distributions on preferred securities decreased by $5 million, or 4%, from $118 million for the year ended December 31, 2002 to $113 million for the year ended December 31, 2003. We redeemed $1,250 million of the mandatorily redeemable preferred securities in mid-December 2003, resulting in lower expenses. We

54

---

Table of Contents

	Net Income

      Net income increased by $1,187 million, or 119%, from a loss of $1,001 million for the year ended December 31, 2002, to a profit of $186 million for the year ended December 31, 2003.

      Net income before cumulative effect of change in accounting principle for the year ended December 31, 2002 was $260 million. When we adopted FAS 142 in 2002, we recognized a cumulative effect of change in accounting principle which resulted in an expense of $1,261 million in 2002 as compared to zero recognized in 2003.

      Income taxes decreased by $36 million, or 33%, from $110 million for the year ended December 31, 2002, to $74 million for the year ended December 31, 2003. The effective tax rate for 2003 was 28.5% compared to 29.7% in 2002.

	Year Ended December 31, 2002 Compared to December 31, 2001

	Total Revenues

      Total revenues increased by $345 million, or 6%, from $6,187 million in 2001 to $6,532 million in 2002.

      Net earned premiums and other considerations increased by $439 million, or 8%, from $5,242 million in 2001 to $5,681 million in 2002. Excluding the effect of the various acquisitions and dispositions described above, net earned premiums and other considerations increased mainly due to strong growth in Assurant Solutions primarily as a result of growth in new business and in Assurant PreNeed primarily due to an increase in the average size of policies sold by the AMLIC division.

      Net investment income decreased by $80 million, or 11%, from $712 million in 2001 to $632 million in 2002. The decrease was primarily due to a decrease in achieved investment yields, driven by the lower interest rate environment and a decrease in average invested assets of $290 million. The yield on average invested assets was 6.27% for the year ended December 31, 2002 as compared to 6.86% for the year ended December 31, 2001. This reflected lower yields on fixed maturity securities and commercial mortgages.

      Net realized losses on investments decreased by $1 million, or 1%, from $119 million in 2001 to $118 million in 2002. In 2002, we had other-than-temporary impairments of $85 million, as compared to $78 million in 2001. Impairments of available for sale securities in excess of $10 million in 2002 consisted of an $18 million writedown of fixed maturity investments in NRG Energy, a $12 million writedown of fixed maturity investments in AT&T Canada and an $11 million writedown of fixed maturity investments in MCI WorldCom. Impairments of available for sale securities in excess of $10 million in 2001 consisted of a $22 million writedown of fixed maturity investments in Enron Corp. (Enron).

      Amortization of deferred gain on disposal of businesses increased by $12 million, or 18%, from $68 million in 2001 to $80 million in 2002. The increase was primarily due to a full year of amortization of the deferred gain on the sale of FFG as compared to nine months of amortization in 2001. This deferred gain on sale is discussed in more detail under “—Corporate and Other” below.

      Gain on disposal of businesses decreased by $51 million, or 82%, from $62 million in 2001 to $11 million in 2002. The $62 million reflects the gain on the sale of FFG’s mutual fund operations. The $11 million reflected the pre-tax gain on the sale of NHP.

      Fees and other income increased by $24 million, or 11%, from $222 million in 2001 to $246 million in 2002. The increase was primarily due to a full year of fee income from CORE and an increase in fee income from Assurant Solutions, mainly from their credit insurance business transitioning to debt protection administration. In late 2000, the majority of Assurant Solutions’ credit insurance clients began a transition

55

---

Table of Contents

	Total Benefits, Losses and Expenses

      Total benefits, losses and expenses increased by $181 million, or 3%, from $5,981 million in 2001 to $6,162 million in 2002.

      Policyholder benefits increased by $195 million, or 6%, from $3,240 million in 2001 to $3,435 million in 2002. The increase was primarily due to the effects of the acquisitions and dispositions described above. The increases were also partially offset by a $84 million, or 6%, decrease from Assurant Health, primarily due to higher mix of individual health insurance business, which generally has a lower expected loss ratio relative to small employer group business, disciplined pricing and product design changes. Loss ratio refers to policyholder benefits divided by net earned premiums and other considerations; net earned premiums and other considerations include the amount of net premiums written allocable to the expired period of an insurance policy or policies, including fees earned on interest sensitive policies.

      Selling, underwriting and general expenses increased by $113 million, or 5%, from $2,496 million in 2001 to $2,609 million in 2002. Assurant Employee Benefits contributed $106 million of this increase, primarily due to the DBD and CORE acquisitions. This increase was offset by a $65 million decrease in the Corporate and Other segment due to the sale of FFG. Selling, underwriting and general expenses in Assurant Health increased by $50 million, primarily due to an increase in the amortization of DAC and due to costs associated with higher employee compensation and investments in technology. Also, selling, underwriting and general expenses in Assurant PreNeed increased by $17 million, primarily due to increase in amortization of DAC and VOBA as a result of an increase in sales of single-pay policies and increases in general expenses.

      Amortization of goodwill was zero in 2002 compared to $113 million in 2001, as a result of our adoption of FAS 142 as described above.

      Interest expense decreased from $14 million in 2001 to zero in 2002. In April 2001, we used a portion of the FFG sale proceeds to repay $225 million of outstanding debt owed to Fortis Finance N.V. (Fortis Finance), a wholly owned subsidiary of Fortis.

      Distributions on preferred securities in 2002 remained unchanged from 2001 at $118 million.

	Net Income

      Net income decreased by $1,099 million from a profit of $98 million in 2001 to a loss of $1,001 million in 2002.

      Income taxes increased by $2 million, or 2%, from $108 million in 2001 to $110 million in 2002. The effective tax rate for 2002 was 29.7% compared to 52.4% in 2001. The change in the effective tax rate primarily related to the elimination of amortization of goodwill in 2002.

      When we adopted FAS 142 in 2002, we recognized a cumulative effect (expense) of change in accounting principle of $1,261 million in 2002 as compared to zero recognized in 2001.

56

---

Table of Contents

	Assurant Solutions

	Overview

      The table below presents information regarding Assurant Solutions segment’s results of operations:

				For the Nine
				Months Ended								For the Year Ended
				September 30,								December 31,
				2004				2003				2003				2002				2001
				(in millions)
Revenues:
	Net earned premiums and other considerations			$	1,836			$	1,737			$	2,362			$	2,077			$	1,906
	Net investment income				138				142				187				205				218
	Fees and other income				98				99				129				119				98
		Total revenues			2,072				1,978				2,678				2,401				2,222
Benefits, losses and expenses:
	Policyholder benefits				(724	)			(632	)			(899	)			(755	)			(640	)
	Selling, underwriting and general expenses				(1,229	)			(1,200	)			(1,590	)			(1,449	)			(1,444	)
		Total benefits, losses and expenses			(1,953	)			(1,832	)			(2,489	)			(2,204	)			(2,084	)
Segment income before income tax					119				146				189				197				138
	Income taxes				(38	)			(46	)			(56	)			(65	)			(40	)
Segment income after tax				$	81			$	100			$	133			$	132			$	98
Net earned premiums and other considerations by major product groupings:
	Specialty Property Solutions(1)			$	578			$	527			$	733			$	552			$	452
	Consumer Protection Solutions(2)				1,258				1,210				1,629				1,525				1,454
		Total		$	1,836			$	1,737			$	2,362			$	2,077			$	1,906

(1)	“Specialty Property Solutions” includes a variety of specialized property insurance programs that are coupled with differentiated administrative capabilities.
(2)	“Consumer Protection Solutions” includes an array of debt protection administration services, credit insurance programs and warranties and extended service contracts.

	Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

	Total Revenues

      Total revenues increased by $94 million, or 5%, from $1,978 million for the nine months ended September 30, 2003, to $2,072 million for the nine months ended September 30, 2004.

      Net earned premiums and other considerations increased by $99 million, or 6%, from $1,737 million for the nine months ended September 30, 2003, to $1,836 million for the nine months ended September 30, 2004. This increase was primarily due to an increase of $48 million in net earned premiums and other consideration from our consumer protection solutions products, primarily due to growth in our extended service contract and international businesses, partially offset by the decline of our domestic credit insurance business. Net earned premiums and other considerations from our specialty property solutions products increased by $51 million, primarily from growth in our creditor-placed homeowners insurance product line.

      Net investment income decreased by $4 million, or 3%, from $142 million for the nine months ended September 30, 2003 to $138 million for the nine months ended September 30, 2004. The average portfolio yield decreased by 56 basis points from 5.33% for the nine months ended September 30, 2003, to 4.77% for the nine months ended September 30, 2004, due to the lower interest rate environment. The average invested

57

---

Table of Contents

      Fees and other income decreased by $1 million, or 1%, from $99 million for the nine months ended September 30, 2003, to $98 million for the nine months ended September 30, 2004, primarily due to two factors. The first nine months of 2003 included fee income of $6 million pertaining to certain non-profitable membership programs that were discontinued in the latter part of 2003 and in the first quarter of 2003 we recognized $2.9 million of fees for a one-time project. The decrease for the nine months was partially offset with an increase in fees related to growth in our extended service warranty business and an increase in our debt protection programs.

	Total Benefits, Losses and Expenses

      Total benefits, losses and expenses increased by $121 million, or 7%, from $1,832 million for the nine months ended September 30, 2003, to $1,953 million for the nine months ended September 30, 2004.

      Policyholder benefits increased by $92 million, or 15%, from $632 million for the nine months ended September 30, 2003 to $724 million for the nine months ended September 30, 2004. This increase was primarily due to higher catastrophe losses, net of reinsurance, in 2004 from Hurricanes Charley, Frances, Ivan and Jeanne. We incurred losses, net of reinsurance, from catastrophes of $77 million and $18 million for the first nine months ended September 30, 2004 and 2003, respectively.

      Selling, underwriting and general expenses increased by $29 million, or 2%, from $1,200 million for the nine months ended September 30, 2003, to $1,229 million for the nine months ended September 30, 2004. Commissions, taxes, licenses and fees, of which amortization of DAC is a component, decreased by $10 million primarily due to a change in the mix of business. General expenses increased by $39 million, primarily from increased business from our extended service contracts products and our creditor-placed homeowners insurance product.

	Segment Income After Tax

      Segment income after tax decreased by $19 million, or 19%, from $100 million for the nine months ended September 30, 2003, to $81 million for the nine months ended September 30, 2004.

      Income taxes decreased by $8 million, or 17%, from $46 million for the nine months ended September 30, 2003, to $38 million for the nine months ended September 30, 2004. This decrease was largely due to the decrease in pre-tax income.

	Year Ended December 31, 2003 Compared to December 31, 2002

	Total Revenues

      Total revenues increased by $277 million, or 12%, from $2,401 million for the year ended December 31, 2002, to $2,678 million for the year ended December 31, 2003.

      Net earned premiums and other considerations increased by $285 million, or 14%, from $2,077 million for the year ended December 31, 2002, to $2,362 million for the year ended December 31, 2003. This increase was primarily due to $181 million of additional net earned premiums and other considerations attributable to our special property products, primarily due to our creditor-placed and voluntary homeowners insurance and manufactured housing homeowners insurance lines of business generated from new clients and increased sales growth from our existing clients. Consumer protection products also contributed $104 million in net earned premiums and other considerations primarily from growth in our warranty and extended service contracts business.

      Net investment income decreased by $18 million, or 9%, from $205 million for the year ended December 31, 2002, to $187 million for the year ended December 31, 2003. The average portfolio yield dropped 67 basis points from 5.85% for the year ended December 31, 2002, to 5.18% for the year ended

58

---

Table of Contents

      Fees and other income increased by $10 million, or 8%, from $119 million for the year ended December 31, 2002, to $129 million for the year ended December 31, 2003, primarily due to the continuing transition of our credit insurance business to our debt protection administration business. We also recognized fees for a one-time project in the first quarter of 2003 of $2.9 million.

	Total Benefits, Losses and Expenses

      Total benefits, losses and expenses increased by $285 million, or 13%, from $2,204 million for the year ended December 31, 2002, to $2,489 million for the year ended December 31, 2003.

      Policyholder benefits increased by $144 million, or 19%, from $755 million for the year ended December 31, 2002, to $899 million for the year ended December 31, 2003. Our specialty property products accounted for $112 million of the increase primarily due to growth in our creditor-placed and voluntary homeowners insurance lines of business and approximately $18 million of the increase was attributable to various catastrophes ($30 million in 2003 compared to $12 million in 2002). Our consumer protection products also contributed $32 million of the increase primarily due to growth in our warranty and extended service contracts line of business.

      Selling, underwriting and general expenses increased by $141 million, or 10%, from $1,449 million for the year ended December 31, 2002, to $1,590 million for the year ended December 31, 2003. Selling and underwriting expenses, of which amortization of DAC is a component, increased by $116 million, which consisted of $45 million primarily from our specialty property products due to growth in our creditor-placed and voluntary homeowners insurance and manufactured housing insurance lines. Also, $71 million of the increase was from our consumer protection products due to increased growth in our warranty and extended service contract lines of business. General expenses increased by $25 million, primarily from start up costs related to setting up new clients in the creditor-placed homeowners insurance area and increased business from our warranty and extended service contract products.

	Segment Income After Tax

      Segment income after tax increased by $1 million, or 1%, from $132 million for the year ended December 31, 2002, to $133 million for the year ended December 31, 2003. Excluding the decrease in investment income of $13 million after-tax, segment income after tax increased by $14 million, or 11%.

      Income taxes decreased by $9 million, or 14%, from $65 million for the year ended December 31, 2002, to $56 million for the year ended December 31, 2003. This decrease was mainly due to a decrease in pre-tax income and a lower effective tax rate in 2003.

	Year Ended December 31, 2002 Compared to December 31, 2001

	Total Revenues

      Total revenues increased by $179 million, or 8%, from $2,222 million in 2001 to $2,401 million in 2002.

      Net earned premiums and other considerations increased by $171 million, or 9%, from $1,906 million in 2001 to $2,077 million in 2002. The increase was primarily due to approximately $100 million of additional net earned premiums from our specialty property solutions products, including approximately $86 million from the growth of our creditor-placed and voluntary homeowners insurance, flood insurance and manufactured housing related property coverages. Consumer protection solutions contributed an additional $71 million to the increase in net earned premiums primarily due to the growth of $39 million attributable to our warranty and extended service contracts business and $58 million from an accidental death and dismemberment product, which we started selling in 2001 and stopped selling in 2002. These increases were partly offset by the decrease in credit insurance products as the transition from credit insurance products to debt protection administration programs continued and fees from debt protection administration programs did not fully compensate for the

59

---

Table of Contents

      Net investment income decreased by $13 million, or 6%, from $218 million in 2001 to $205 million in 2002. The average portfolio yield dropped 51 basis points from 6.36% in 2001 to 5.85% in 2002 due to the lower interest rate environment. This decrease was partially offset by the reinvestment of tax advantaged investments, such as preferred stock, low-income housing tax credit investments and tax-exempt municipal bonds, into higher yield taxable investments. Also, average allocated invested assets increased by approximately 2%.

      Fees and other income increased by $21 million, or 21%, from $98 million in 2001 to $119 million in 2002, including $13 million in additional fee income resulting from our credit insurance business transitioning to debt protection administration services.

	Total Benefits, Losses and Expenses

      Total benefits, losses and expenses increased by $120 million, or 6%, from $2,084 million in 2001 to $2,204 million in 2002.

      Policyholder benefits increased by $115 million, or 18%, from $640 million in 2001 to $755 million in 2002. Consumer protection solutions benefits contributed $98 million of this increase due primarily to $36 million from the warranty and extended service contracts business and $24 million from an accidental death and disability product. The increase was partly offset by a decrease in benefits in credit insurance products, which related to the decrease in premiums resulting from the transition to debt protection administration products. The growth of our specialty property solutions product lines also contributed a further $17 million to the increase in policyholder benefits in 2002, including approximately $11 million of losses related to Hurricane Lili and Arizona wildfires. In 2001, we had approximately $10 million in losses related to tropical storm Allison.

      Selling, underwriting and general expenses increased by $5 million, or less than 1%, from $1,444 million in 2001 to $1,449 million in 2002. Commissions, taxes, licenses and fees, of which amortization of DAC is a component, contributed $21 million to the increase. The increase was primarily in our specialty property solutions business from the growth in the creditor-placed homeowners and manufactured housing homeowners insurance products. This increase was offset by a decrease in general expenses of $16 million primarily due to a non-recurring cost incurred in 2001.

	Segment Income After Tax

      As a result of the foregoing, segment income after tax increased by $34 million, or 35%, from $98 million in 2001 to $132 million in 2002.

      Income taxes increased $25 million, or 63%, from $40 million in 2001 to $65 million in 2002. The increase was primarily due to a 43% increase in segment income before income tax. The majority of the remaining increase was due to an increase in our effective tax rate primarily due to our decision to reduce our ownership of tax-advantaged investments.

60

---

Table of Contents

	Assurant Health

	Overview

      The table below presents information regarding Assurant Health segment’s results of operations:

				For the Nine
				Months Ended								For the Year Ended
				September 30,								December 31,
				2004				2003				2003				2002				2001
				(in millions except ratios and membership data)
Revenues:
	Net earned premiums and other considerations			$	1,673			$	1,476			$	2,009			$	1,834			$	1,838
	Net investment income				50				36				49				55				58
	Fees and other income				29				24				33				23				14
		Total revenues			1,752				1,536				2,091				1,912				1,910
Benefits, losses and expenses:
	Policyholder benefits				(1,065	)			(965	)			(1,317	)			(1,222	)			(1,306	)
	Selling, underwriting and general expenses				(498	)			(430	)			(589	)			(546	)			(496	)
		Total benefits, losses and expenses			(1,563	)			(1,395	)			(1,906	)			(1,768	)			(1,802	)
Segment income before income tax					189				141				185				144				108
	Income taxes				(65	)			(49	)			(64	)			(49	)			(37	)
Segment income after tax				$	124			$	92			$	121			$	95			$	71
Loss ratio(1)					63.6	%			65.4	%			65.6	%			66.6	%			71.1	%
Expense ratio(2)					29.3	%			28.6	%			28.9	%			29.4	%			26.8	%
Combined ratio(3)					91.8	%			93.0	%			93.3	%			95.2	%			97.3	%
Membership by product line (in thousands):
	Individual				807				755				761				670				600
	Small employer group				348				365				376				355				420
		Total			1,155				1,120				1,137				1,025				1,020

(1)	The loss ratio is equal to policyholder benefits divided by net earned premiums and other considerations.
(2)	The expense ratio is equal to selling, underwriting and general expenses divided by net earned premiums and other considerations and fees and other income.
(3)	The combined ratio is equal to total benefits, losses and expenses divided by net earned premiums and other considerations and fees and other income.

	Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

	Total Revenues

      Total revenues increased by $216 million, or 14%, from $1,536 million for the nine months ended September 30, 2003, to $1,752 million for the nine months ended September 30, 2004.

      Net earned premiums and other considerations increased by $197 million, or 13%, from $1,476 million for the nine months ended September 30, 2003, to $1,673 million for the nine months ended September 30, 2004. Net earned premium growth in individual health insurance business was attributable to continued sales which partially reflect the success of the HSAs that were introduced on January 1, 2004, and premium rate increases. Net earned premium growth in our small employer group health insurance business was attributable to premium rate increases partially offset by decreases in membership.

61

---

Table of Contents

      Net investment income increased by $14 million, or 39%, from $36 million for the nine months ended September 30, 2003, to $50 million for the nine months ended September 30, 2004. The average portfolio yield was 5.47% for the nine months ended September 30, 2003 and September 30, 2004. The average invested assets increased by approximately 39% for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003.

      Fees and other income increased by $5 million, or 21%, from $24 million for the nine months ended September 30, 2003, to $29 million for the nine months ended September 30, 2004, primarily due to additional insurance policy fees and higher fee-based product sales in individual markets, such as sales of our non-insurance health access discount cards.

	Total Benefits, Losses and Expenses

      Total benefits, losses and expenses increased by $168 million, or 12%, from $1,395 million for the nine months ended September 30, 2003, to $1,563 million for the nine months ended September 30, 2004.

      Policyholder benefits increased by $100 million, or 10%, from $965 million for the nine months ended September 30, 2003, to $1,065 million for the nine months ended September 30, 2004. The loss ratio improved 180 basis points from 65.4% for the nine months ended September 30, 2003 to 63.6% for the nine months ended September 30, 2004. This improvement was attributable to favorable loss experience predominantly on individual health insurance business, as well as a higher mix of individual health insurance business compared to small employer group health insurance business in 2004.

      Selling, underwriting and general expenses increased by $68 million, or 16%, from $430 million for the nine months ended September 30, 2003, to $498 million for the nine months ended September 30, 2004. The expense ratio increased by 70 basis points from 28.6% for the nine months ended September 30, 2003 to 29.3% for the nine months ended September 30, 2004. These increases were primarily related to increased commission expense on first year individual health insurance business.

	Segment Income After Tax

      Segment income after tax increased by $32 million, or 35%, from $92 million for the nine months ended September 30, 2003 to $124 million for the nine months ended September 30, 2004.

      Income taxes increased by $16 million, or 33%, from $49 million for the nine months ended September 30, 2003, to $65 million for the nine months ended September 30, 2004. This increase was primarily due to the increase in pre-tax income.

	Year Ended December 31, 2003 Compared to December 31, 2002

	Total Revenues

      Total revenues increased by $179 million, or 9.0%, from $1,912 million for the year ended December 31, 2002, to $2,091 million for the year ended December 31, 2003.

      Net earned premiums and other considerations increased by $175 million, or 10%, from $1,834 million for the year ended December 31, 2002, to $2,009 million for the year ended December 31, 2003. Net earned premiums attributable to our individual health insurance business increased $156 million due to membership growth and premium rate increases. Net earned premiums attributable to our small employer group health insurance business increased $19 million primarily because we instituted premium rate increases in select small group markets to sufficiently price for the underlying medical costs of existing business and for anticipated future medical trends.

      Net investment income decreased by $6 million, or 11%, from $55 million for the year ended December 31, 2002, to $49 million for the year ended December 31, 2003. There was a 88 basis point decrease in yield on the investment portfolio from 6.4% for the year ended December 31, 2002, to 5.55% for the year ended December 31, 2003, due to the lower interest rate environment. Offsetting the decrease in yield was a 4% increase in average invested assets for the year ended December 31, 2003, over the comparable prior year period.

62

---

Table of Contents

      Fees and other income increased by $10 million, or 43%, from $23 million for the year ended December 31, 2002, to $33 million for the year ended December 31, 2003, due to additional insurance policy fees and higher fee-based product sales in individual markets, such as sales of our non-insurance health access discount cards.

	Total Benefits, Losses and Expenses

      Total benefits, losses and expenses increased by $138 million, or 8%, from $1,768 million for the year ended December 31, 2002, to $1,906 million for the year ended December 31, 2003.

      Policyholder benefits increased by $95 million, or 8%, from $1,222 million for the year ended December 31, 2002, to $1,317 million for the year ended December 31, 2003. This increase was consistent with the increase in net earned premiums and other considerations. The loss ratio improved 100 basis points from 66.6% for the year ended December 31, 2002, to 65.6% for the year ended December 31, 2003, primarily due to our risk management activities.

      Selling, underwriting and general expenses increased by $43 million, or 8%, from $546 million for the year ended December 31, 2002, to $589 million for the year ended December 31, 2003. Commissions increased by $33 million corresponding to an increase in first year net earned premiums over the prior year. Taxes, licenses and fees decreased by $6 million due to reduced premium tax rates on a portion of the medical premium. Amortization of deferred policy acquisition costs increased by $7 million due to higher sales of individual health insurance products beginning in 2000. General expenses increased by $9 million mainly due to additional spending to improve claims experience. The expense ratio improved 50 basis points from 29.4% for the year ended December 31, 2002, to 28.9% for the year ended December 31, 2003.

	Segment Income After Tax

      Segment income after tax increased by $26 million, or 27%, from $95 million for the year ended December 31, 2002, to $121 million for the year ended December 31, 2003.

      Income taxes increased by $15 million, or 31%, from $49 million for the year ended December 31, 2002, to $64 million for the year ended December 31, 2003. The increase was consistent with the 28% increase in segment income before income tax during the year ended December 31, 2003.

	Year Ended December 31, 2002 Compared to December 31, 2001

	Total Revenues

      Total revenues remained virtually unchanged from 2001 to 2002, at $1,910 million in 2001 as compared to $1,912 million in 2002.

      Net earned premiums and other considerations also remained stable from 2001 to 2002, at $1,838 million in 2001 as compared to $1,834 million in 2002, with an increase of $142 million in 2002 in the net earned premiums attributable to our individual health insurance products being offset by a decrease of $146 million during such year in net earned premiums attributable to our small employer group health insurance products. Net earned premiums attributable to our individual health insurance business increased due to membership growth and premium rate increases. Net earned premiums attributable to our small employer group health insurance business decreased due to declining membership, partially offset by small employer group premium rate increases that we instituted in selected markets to adequately price for the underlying medical costs of existing business and for anticipated future medical trends.

      Net investment income decreased by $3 million, or 5%, from $58 million in 2001 to $55 million in 2002. There was a 100 basis point decrease in yield on the investment portfolio from 7.4% in 2001 to 6.4% in 2002 mainly due to the lower interest rate environment. Partially offset by the decrease in yield was a 9% increase in average allocated invested assets in 2002.

63

---

Table of Contents

      Fees and other income increased by $9 million, or 64%, from $14 million in 2001 to $23 million in 2002 due to additional insurance policy fees and higher fee-based product sales in our individual health insurance business.

	Total Benefits, Losses and Expenses

      Total benefits, losses and expenses decreased by $34 million, or 2%, from $1,802 million in 2001 to $1,768 million in 2002.

      Policyholder benefits decreased by $84 million, or 6%, from $1,306 million in 2001 to $1,222 million in 2002. This decrease was principally due to a higher mix of individual health insurance business which had a lower loss ratio relative to small employer group health insurance business, primarily due to disciplined pricing and product design changes. The loss ratio improved 450 basis points from 71.1% in 2001 to 66.6% in 2002 primarily due to the higher mix of individual health insurance business, increased premium rates and product design changes.

      Selling, underwriting and general expenses increased by $50 million, or 10%, from $496 million in 2001 to $546 million in 2002. Taxes, licenses and fees increased by $5 million in 2002, or 13%, due to a change in the mix of business by state and legal entity, and the loss of favorable consolidated premium tax return benefits triggered by the disposition of FFG. The amortization of DAC increased by $21 million in 2002, or 49%, due to higher sales of individual health insurance products beginning in 2000. General expenses increased by $34 million in 2002, or 13%, due to investments in technology, higher employee compensation and additional spending to achieve loss ratio improvements. Partially offsetting these increases was a $10 million, or 7%, decrease in commissions due to a higher mix of first year individual health insurance business. Individual health insurance policy acquisition costs are deferred and amortized in subsequent years.

      The expense ratio increased by 260 basis points from 26.8% in 2001 to 29.4% in 2002. This increase was primarily attributable to the higher commissions on the mix of business in individual health insurance, investments in technology, higher employee compensation and additional spending to achieve loss ratio improvements.

	Segment Income After Tax

      Segment income after tax increased by $24 million, or 34%, from $71 million in 2001 to $95 million in 2002.

      Income taxes increased by $12 million, or 32%, from $37 million in 2001 to $49 million in 2002. The increase was consistent with the 33% increase in segment income before income tax in 2002.

64

---

Table of Contents

	Assurant Employee Benefits

	Overview

      The table below presents information regarding Assurant Employee Benefits segment’s results of operations:

				For the Nine
				Months Ended								For the Year Ended
				September 30,								December 31,
				2004				2003				2003				2002				2001
				(in millions, except ratios)
Revenues:
	Net earned premiums and other considerations			$	933			$	920			$	1,256			$	1,233			$	934
	Net investment income				111				105				140				148				144
	Fees and other income				22				37				54				74				39
		Total revenues			1,066				1,062				1,450				1,455				1,117
Benefits, losses and expenses:
	Policyholder benefits				(697	)			(668	)			(921	)			(945	)			(738	)
	Selling, underwriting and general expenses				(304	)			(319	)			(433	)			(422	)			(316	)
		Total benefits, losses and expenses			(1,001	)			(987	)			(1,354	)			(1,367	)			(1,054	)
Segment income before income tax					65				75				96				88				63
	Income taxes				(23	)			(26	)			(34	)			(31	)			(22	)
Segment income after tax				$	42			$	49			$	62			$	57			$	41
Loss ratio(1)					74.7	%			72.6	%			73.3	%			76.6	%			79.0	%
Expense ratio(2)					31.8	%			33.3	%			33.1	%			32.3	%			32.5	%
Premium persistency ratio(3)					83.4	%			83.5	%			79.9	%			79.9	%			84.3	%
Net earned premiums and other considerations by major product groupings:
	Group dental			$	390			$	404			$	539			$	554			$	255
	Group disability				355				321				461				400				398
	Group life				188				195				256				279				281
		Total		$	933			$	920			$	1,256			$	1,233			$	934

(1)	The loss ratio is equal to policyholder benefits divided by net earned premiums and other considerations.
(2)	The expense ratio is equal to selling, underwriting and general expenses divided by net earned premiums and other considerations and fees and other income.
(3)	The premium persistency ratio is equal to the year-to-date (not annualized) rate at which existing business for all issue years at the beginning of the period remains in force at the end of the period. Persistency is typically higher mid-year than at year-end. The calculations for the year ended December 31, 2002 exclude DBD.

      We acquired DBD on December 31, 2001 and CORE on July 12, 2001; therefore, the results of DBD and CORE are included in our Assurant Employee Benefits segment financial results beginning in 2002 and July 2001, respectively.

	Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

	Total Revenues

      Total revenues increased by $4 million, or less than 1%, from $1,062 million for the nine months ended September 30, 2003, to $1,066 million for the nine months ended September 30, 2004.

65

---

Table of Contents

      Net earned premiums and other considerations increased by $13 million, or 1%, from $920 million for the nine months ended September 30, 2003, to $933 million for the nine months ended September 30, 2004. Net earned premium growth was driven by our disability business. Group disability net earned premiums increased by $34 million for the nine months ended September 30, 2004 compared to the comparable prior year period. The increase was primarily driven by an increase in business written through alternate distribution sources, as well as the transition of a block of business from administrative fee only business to fully insured business. The increase in disability net earned premiums was partially offset by decreases in dental and life net earned premiums and other considerations. Group Dental net earned premiums and other considerations decreased by $14 million for the nine months ended September 30, compared to the comparable prior year period. We are maintaining pricing discipline in an increasingly competitive market which has resulted in lower sales and renewals. Group life net earned premiums decreased by $7 million for the nine months ended September 30, compared to the comparable prior year period. The decrease was due to the non-renewal of certain unprofitable business.

      Net investment income increased by $6 million, or 6%, from $105 million for the nine months ended September 30, 2003, to $111 million for the nine months ended September 30, 2004. The average portfolio yield declined 27 basis points from 6.43% for the nine months ended September 30, 2003, to 6.16% for the nine months ended September 30, 2004, due to the lower interest rate environment. The average invested assets increased by approximately 10% for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003.

      Fees and other income decreased by $15 million, or 41%, from $37 million for the nine months ended September 30, 2003, to $22 million for the nine months ended September 30, 2004. The decrease was primarily due to lower fee income resulting from the sale of the WorkAbility division, as well as the transition of a block of business from administrative fee only business to fully insured business. See “—Corporate and Other.”

	Total Benefits, Losses and Expenses

      Total benefits, losses and expenses increased by $14 million, or 1%, from $987 million for the nine months ended September 30, 2003, to $1,001 million for the nine months ended September 30, 2004.

      Policyholder benefits increased by $29 million, or 4%, from $668 million for the nine months ended September 30, 2003, to $697 million for the nine months ended September 30, 2004. The loss ratio increased by 210 basis points from 72.6% for the nine months ended September 30, 2003 to 74.7% for the nine months ended September 30, 2004. These increases were primarily driven by a reduction in reserves in 2003. During the third quarter of 2003, we completed actuarial reserve adequacy studies for group disability, group life, and group dental products, which reflected that, in the aggregate, these reserves were redundant by $18 million. Therefore, we reduced reserves by $18 million in the third quarter of 2003 to reflect these estimates. Also contributing to the increases in 2004 were poor experience on a single large disability case and deterioration in group dental experience, partially offset by lower group disability incidence and improved group life mortality experience.

      Selling, underwriting and general expenses decreased by $15 million or 5% from $319 million for the nine months ended September 30, 2003, to $304 million for the nine months ended September 30, 2004. The expense ratio decreased by 150 basis points from 33.3% for the nine months ended September 30, 2003, to 31.8% for the nine months ended September 30, 2004. The decrease was driven by the sale of the WorkAbility division noted earlier, as well as non-recurring expenses that were incurred during 2003.

	Segment Income After Tax

      Segment income after tax decreased by $7 million, or 14%, from $49 million for the nine months ended September 30, 2003, to $42 million for the nine months ended September 30, 2004.

66

---

Table of Contents

      Income taxes decreased by $3 million, or 12%, from $26 million for the nine months ended September 30, 2003, to $23 million for the nine months ended September 30, 2004. The decrease was primarily due to decreases in pre-tax income.

	Year Ended December 31, 2003 Compared to December 31, 2002

	Total Revenues

      Total revenues decreased by $5 million, less than 1%, from $1,455 million for the year ended December 31, 2002, to $1,450 million for the year ended December 31, 2003.

      Net earned premiums and other considerations increased by $23 million, or 2%, from $1,233 million for the year ended December 31, 2002, to $1,256 million for the year ended December 31, 2003. The increase in disability net earned premium of $61 million was primarily due to additional disability reinsurance premiums assumed from DRMS. Partially offsetting this increase was a $23 million decrease in group life net earned premiums, due to the non-renewal of certain unprofitable business and less new business due to continued pricing discipline. In addition, dental net earned premiums decreased by $15 million, driven by lower sales and the non-renewal of a large account. This resulted in an aggregate premium persistency of 79.9% for 2003, which was unchanged from 2002.

      Net investment income decreased by $8 million, or 5%, from $148 million for the year ended December 31, 2002, to $140 million for the year ended December 31, 2003. There was a 77 basis point decrease in yield on the investment portfolio from 7.16% for the year ended December 31, 2002 to 6.39% for the year ended December 31, 2003 due to the lower interest rate environment. Average invested assets increased by 6% from 2002 to 2003.

      Fees and other income decreased by $20 million, or 27%, from $74 million for the year ended December 31, 2002, to $54 million for the year ended December 31, 2003. The decrease was primarily due to lower fee revenue from CORE due to the sale of PRA.

	Total Benefits, Losses and Expenses

      Total benefits, losses, and expenses decreased by $13 million, or 1%, from $1,367 million for the year ended December 31, 2002, to $1,354 million for the year ended December 31, 2003.

      Policyholder benefits decreased by $24 million, or 3%, from $945 million for the year ended December 31, 2002, to $921 million for the year ended December 31, 2003. The decrease was driven by favorable development in disability claims and lower claim volume due to the reduction in dental and group life net earned premiums. In addition, during the third quarter of 2003, we completed reserve studies for the group disability, group life, and group dental products, which concluded that, in the aggregate, these reserves were redundant. Adjustments were made to reserves to reflect current mortality and morbidity experience. In addition, the reserve discount rate on all claims was changed to reflect the continuing low interest rate environment. The net impact of these adjustments was a reduction in reserves of approximately $18 million. The benefits loss ratio improved from 76.6% in 2002 to 73.3% in 2003. Excluding the reserve release discussed above, the benefits loss ratio improvement was driven primarily by favorable disability experience.

      Selling, underwriting and general expenses increased by $11 million, or 3%, from $422 million for the year ended December 31, 2002, to $433 million for the year ended December 31, 2003. The expense ratio increased from 32.3% in 2002, to 33.1% in 2003, primarily due to a $6.2 million writedown of previously capitalized software related to our new administration system.

	Segment Income After Tax

      Segment income after tax increased by $5 million, or 9%, from $57 million for the year ended December 31, 2002 to $62 million for the year ended December 31, 2003.

67

---

Table of Contents

      Income tax expense increased by $3 million, or 10%, from $31 million for the year ended December 31, 2002 to $34 million for the year ended December 31, 2003. The increase was consistent with the 9% increase in segment income before tax.

	Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

	Total Revenues

      Total revenues increased by $338 million, or 30%, from $1,117 million in 2001 to $1,455 million in 2002, substantially all of which was attributable to the acquisition of DBD.

      Net earned premiums and other considerations increased by $299 million, or 32%, from $934 million in 2001 to $1,233 million in 2002. Excluding the $299 million increase in net earned premiums due to the acquisition of DBD, net earned premiums were unchanged at $934 million from 2001 to 2002, primarily because new business was offset by non-renewal of certain unprofitable business. An additional contributing factor was increased pressure on ancillary employee benefits provided by employer groups due to increased medical costs. Premium persistency (excluding the DBD acquisition) decreased by 440 basis points from 84.3% for 2001 to 79.9% for 2002 because of disciplined underwriting and reduced employment in renewed groups.

      Net investment income increased by $4 million from $144 million in 2001 to $148 million in 2002 mainly due to the DBD acquisition. This increase was offset in part by a decrease in investment yields by 36 basis points from 7.52% in 2001 to 7.16% in 2002 due to the lower interest rate environment.

      Fees and other income increased by $35 million, or 90%, from $39 million in 2001 to $74 million in 2002 primarily due to a full year of fee revenue from CORE, which was acquired on July 12, 2001. CORE fee revenue was $66 million in 2002, as compared to the half-year of revenue recorded in 2001 of $31 million.

	Total Benefits, Losses and Expenses

      Total benefits, losses and expenses increased by $313 million, or 30%, from $1,054 million in 2001 to $1,367 million in 2002.

      Policyholder benefits increased by $207 million, or 28%, from $738 million in 2001 to $945 million in 2002. Excluding the $197 million increase related to the acquisition of DBD, policyholder benefits increased by $10 million, or 1%, driven by growth in group dental premiums. Our loss ratio improved 240 basis points from 79.0% in 2001 to 76.6% in 2002. Excluding the effect of the DBD acquisition, the loss ratio in 2002 was 80.1%, which was higher than in 2001 due to slight deterioration in group dental and group life experience.

      Selling, underwriting and general expenses increased by $106 million, or 34%, from $316 million in 2001 to $422 million in 2002 primarily due to the DBD and CORE acquisitions. The expense ratio was virtually unchanged between 2001 and 2002.

	Segment Income After Tax

      Segment income after tax increased by $16 million, or 39%, from $41 million in 2001 to $57 million in 2002.

      Income taxes increased by $9 million, or 41%, from $22 million in 2001 to $31 million in 2002. The increase was consistent with the 40% increase in segment income before income tax.

68

---

Table of Contents

	Assurant PreNeed

	Overview

      The table below presents information regarding Assurant PreNeed segment’s results of operations:

				For the Nine
				Months Ended								For the Year Ended
				September 30,								December 31,
				2004				2003				2003				2002				2001
				(in millions)
Revenues:
	Net earned premiums and other considerations			$	402			$	401			$	529			$	538			$	507
	Net investment income				153				140				188				184				179
	Fees and other income				4				3				5				5				3
		Total revenues			559				544				722				727				689
Benefits, losses and expenses:
	Policyholder benefits				(403	)			(391	)			(521	)			(513	)			(486	)
	Selling, underwriting and general expenses				(117	)			(110	)			(146	)			(137	)			(120	)
		Total benefits, losses and expenses			(520	)			(501	)			(667	)			(650	)			(606	)
Segment income before income tax					39				43				55				77				83
	Income taxes				(13	)			(15	)			(19	)			(27	)			(29	)
Segment income after tax				$	26			$	28			$	36			$	50			$	54
Net earned premiums and other considerations by channel:
	AMLIC			$	212			$	216			$	283			$	293			$	278
	Independent				190				185				246				245				229
		Total		$	402			$	401			$	529			$	538			$	507

	Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

	Total Revenues

      Total revenues increased by $15 million, or 3%, from $544 million for the nine months ended September 30, 2003 to $559 million for the nine months ended September 30, 2004.

      Net earned premiums and other considerations increased by $1 million, or less than 1%, from $401 million for the nine months ended September 30, 2003, to $402 million for the nine months ended September 30, 2004. The increase was primarily due to a change in the mix of business from limited pay sales to single-pay sales, offset by a 3% decline in new sales.

      Net investment income increased by $13 million, or 9%, from $140 million for the nine months ended September 30, 2003, compared to $153 million for the nine months ended September 30, 2004. The average portfolio yield decreased 16 basis points from 6.57% for the nine months ended September 30, 2003 to 6.41% for the nine months ended September 30, 2004 due to the lower interest rate environment. The average invested assets increased by approximately 13% for the nine months ended September 30, 2004 from the nine months ended September 30, 2003.

      Fees and other income increased by $1 million, or 33% from $3 million for the nine months ended September 30, 2003, to $4 million for the nine months ended September 30, 2004.

	Total Benefits, Losses and Expenses

      Total benefits, losses and expenses increased by $19 million, or 4%, from $501 million for the nine months ended September 30, 2003 to $520 million for the nine months ended September 30, 2004.

69

---

Table of Contents

      Policyholder benefits increased by $12 million, or 3%, from $391 million for the nine months ended September 30, 2003, to $403 million for the nine months ended September 30, 2004. The increase was primarily due to the crediting of policy growth to a larger in force block of business. This increase was partially offset by a reduction in crediting rates on the discretionary growth business which reduced policyholder benefits by $3 million for the nine months ended September 30, 2004.

      Selling, underwriting and general expenses increased by $7 million, or 6%, from $110 million for the nine months ended September 30, 2003 to $117 million for the nine months ended September 30, 2004 primarily due to additional maintenance expense on a larger in force block of business.

	Segment Income After Tax

      Segment income after tax decreased by $2 million, or 7%, from $28 million for the nine months ended September 30, 2003, to $26 million for the nine months ended September 30, 2004.

      Income taxes decreased by $2 million, or 13%, from $15 million for the nine months ended September 30, 2003, to $13 million for the nine months ended September 30, 2004. The decrease was primarily due to the decrease in pre-tax income.

	Year Ended December 31, 2003 Compared to December 31, 2002

	Total Revenues

      Total revenues decreased by $5 million, or 1%, from $727 million for the year ended December 31, 2002, to $722 million for the year ended December 31, 2003.

      Net earned premiums and other considerations decreased by $9 million, or 2%, from $538 million for the year ended December 31, 2002, to $529 million for the year ended December 31, 2003. The decrease was primarily due to a $10 million decline in our AMLIC channel which was caused by a 24% drop in new face sales from SCI, AMLIC’s principal customer.

      Net investment income increased by $4 million, or 2%, from $184 million for the year ended December 31, 2002, to $188 million for the year ended December 31, 2003. An 8% increase in average invested assets was offset by a 34 basis point decrease in the annualized investment yield, which was 6.91% at December 31, 2002 compared to 6.57% at December 31, 2003. The increase in average invested assets was due to a larger in force block of business. The rate decline reduced net investment income by $10 million over the comparable prior year period. The decline in yields was due to the lower interest rate environment and the restructuring of the portfolio in 2002 to improve credit quality.

	Total Benefits, Losses and Expenses

      Total benefits, losses and expenses increased by $17 million, or 3%, from $650 million for the year ended December 31, 2002, to $667 million for the year ended December 31, 2003.

      Policyholder benefits increased by $8 million, or 2%, from $513 million for the year ended December 31, 2002, to $521 million for the year ended December 31, 2003. This increase was due to the increase in business written and other factors. A portion of our pre-funded funeral insurance policies use a Consumer Price Index rate credited on policies. The Consumer Price Index rate increased from 1.97% in 2002 to 2.40% in 2003. This increased policyholder benefits by $2 million in 2003. In addition, benefit expense increased $4 million over 2002 levels related to higher customer utilization of an early pay off feature that allows conversions from limited pay policies to single-pay policies.

      Selling, underwriting and general expenses increased by $9 million, or 7%, from $137 million for the year ended December 31, 2002, to $146 million for the year ended December 31, 2003. Amortization of DAC and VOBA expense increased $9 million for the year ended December 31, 2003, principally due to a larger in force block of business. Overall general operating expenses before deferral of costs declined $2 million over the comparable prior year period due to expense control. This reduction includes a $0.7 million charge associated

70

---

Table of Contents

	Segment Income After Tax

      Segment income after tax decreased by $14 million, or 28%, from $50 million for the year ended December 31, 2002, to $36 million for the year ended December 31, 2003. This decrease was caused primarily by smaller spreads between investment income earned and the fixed benefits credited to policyholders, increased growth credited on the Consumer Price Index block of business and higher utilization of the early pay off feature.

      Income taxes decreased by $8 million, or 30%, from $27 million for the year ended December 31, 2002, to $19 million for the year ended December 31, 2003, which was consistent with the 28% decrease in segment income before tax.

	Year Ended December 31, 2002 Compared to December 31, 2001

	Total Revenues

      Total revenues increased by $38 million, or 6%, from $689 million in 2001 to $727 million in 2002.

      Net earned premiums and other considerations increased by $31 million, or 6%, from $507 million in 2001 to $538 million in 2002. The increase was driven by a $15 million increase in net earned premiums in 2002 in our AMLIC channel due to an increase in the average size of the policies sold and increased earned premiums from the independent channel due to increased sales through expansion of pre-need counselors. Policy size increased due to a change in packaging of funerals sold by SCI.

      Net investment income increased by $5 million, or 3%, from $179 million in 2001 to $184 million in 2002. An 8% increase in average allocated invested assets in 2002 resulting from the growth in force policies resulted in additional investment income in 2002. Offsetting the increase in invested assets was a 34 basis point decrease in yield on the investment portfolio from 7.25% in 2001 to 6.91% in 2002 due to the lower interest rate environment and restructuring of the investment portfolio to enhance credit quality. The decline in yields reduced investment income in 2002.

      Fees and other income increased by $2 million, or 67%, from $3 million in 2001 to $5 million in 2002.

	Total Benefits, Losses and Expenses

      Total benefits, losses and expenses increased by $44 million, or 7%, from $606 million in 2001 to $650 million in 2002.

      Policyholder benefits increased by $27 million, or 6%, from $486 million in 2001 to $513 million in 2002. The increase in policyholder benefits was consistent with the increase in business written, partially offset by other factors. A portion of our pre-funded funeral insurance policies uses a Consumer Price Index rate as a growth rate credited on policies. The Consumer Price Index rate decreased from 3.36% in 2001 to 1.97% in 2002. This reduced policyholder benefits by $6 million in 2002. In addition, benefit expense increased by $3 million from 2001 to 2002 related to higher customer utilization of an early pay off feature that allows conversion from limited pay policies to single-pay policies.

      Selling, underwriting and general expenses increased by $17 million, or 14%, from $120 million in 2001 to $137 million in 2002. The primary reason for the increase was an increase in amortization of DAC and VOBA of $12 million in 2002, as a result of the increased sales of single-pay policies versus plans paid over a three-, five- and ten-year period. The acquisition costs on single-pay policies were amortized in the year of issue, thus causing the increase in expense levels in 2002 over 2001. All other expenses increased by $5 million in 2002 from 2001 due primarily to the increase in premiums. Our mix of business has been moving toward more single-pay policies relative to multi-pay policies increasing our expenses in any given year.

71

---

Table of Contents

	Segment Income After Tax

      Segment income after tax decreased by $4 million, or 7%, from $54 million in 2001 to $50 million in 2002. This was caused primarily by smaller spreads between our investment yields and rates we credited to our policyholders. Also, profits were lower due to higher utilization of the early pay off feature described above and higher mortality, offset by the lower Consumer Price Index credited growth.

      Income taxes decreased by $2 million, or 7%, from $29 million in 2001 to $27 million in 2002 which was largely consistent with the 7% decrease in segment income before income tax in 2002.

	Corporate and Other

	Overview

      The Corporate and Other segment includes activities of the holding company, financing expenses, net realized gains (losses) on investments, interest income earned from short-term investments held and interest income from excess surplus of insurance subsidiaries not allocated to other segments. The Corporate and Other segment also includes the results of operations of (i) FFG (a division we sold on April 2, 2001) and (ii) LTC (a business we sold on March 1, 2000), for the periods prior to their disposition and amortization of deferred gains associated with the portions of the sale of FFG and LTC sold through reinsurance agreements.

      The table below presents information regarding Corporate and Other’s results of operations:

				For the Nine
				Months
				Ended								For the Year Ended
				September 30,								December 31,
				2004				2003				2003				2002				2001
				(in millions)
Revenues:
	Net earned premiums and other considerations			$	—			$	—			$	—			$	—			$	58
	Net investment income				19				34				43				40				112
	Net realized gains (losses) on investments				22				15				2				(118	)			(119	)
	Amortization of deferred gain on disposal of businesses				43				52				68				80				68
	Gain on disposal of businesses				—				—				—				11				62
	Fees and other income				3				9				11				25				67
		Total revenues			87				110				124				38				248
Benefits, losses and expenses:
	Policyholder benefits				—				—				—				—				(70	)
	Selling, underwriting and general expenses				(51	)			(34	)			(69	)			(55	)			(120	)
	Interest expense				(41	)			—				(1	)			—				(14	)
	Loss on disposal of business				(9	)			—				—				—				—
	Distributions on preferred securities				(2	)			(88	)			(113	)			(118	)			(118	)
	Premium on redemption of mandatorily redeemable preferred securities				—				—				(206	)			—				—
		Total benefits, losses and expenses			(103	)			(122	)			(389	)			(173	)			(322	)
Segment income (loss) before income tax					(16	)			(12	)			(265	)			(135	)			(74	)
	Income taxes				7				6				99				61				21
Segment (loss) after tax				$	(9	)		$	(6	)		$	(166	)		$	(74	)		$	(53	)

      As of September 30, 2004, we had approximately $344 million (pre-tax) of deferred gains that had not yet been amortized. We expect that we will be amortizing deferred gains from dispositions through 2031. The deferred gains are being amortized in a pattern consistent with the expected future reduction of the in force

72

---

Table of Contents

      The Corporate and Other segment’s financial results were most affected by the April 2, 2001 sale of FFG. Below are the results of FFG that have been included in the Corporate and Other segment from January 1, 2001 through March 31, 2001:

				For the Year Ended
				December 31,
				2001
				(in millions)
Revenues:
	Net earned premiums			$	49
	Net investment income				32
	Fees and other income				65
		Total revenues			146
Benefits, losses and expenses:
	Policyholder benefits				(48	)
	Selling, underwriting and general expenses				(86	)
		Total benefits, losses and expenses			(134	)
Reportable income results before income tax					12
	Income taxes				(4	)
Reportable income results after tax				$	8

	Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

	Total Revenues

      Total revenues decreased by $23 million, or 21%, from $110 million for the nine months ended September 30, 2003, to $87 million for the nine months ended September 30, 2004.

      Net investment income decreased by $15 million, or 44%, from $34 million for the nine months ended September 30, 2003, to $19 million for the nine months ended September 30, 2004 mainly due to the lower interest rate environment and the decrease in average invested assets.

      Net realized gains on investments improved by $7 million, or 47%, from net realized gains of $15 million for the nine months ended September 30, 2003, to net realized gains of $22 million 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 nine months ended September 30, 2004 and 2003, we had other-than-temporary impairments of $0.8 million, and $17 million, respectively. There were no individual impairments in excess of $10 million for the nine months ended September 30, 2004 and 2003.

      Amortization of deferred gain on disposal of businesses decreased by $9 million, or 17%, from $52 million for the nine months ended September 30, 2003, to $43 million for the nine months ended September 30, 2004. This decrease was consistent with the run-off of the business ceded to the Hartford in 2001 and John Hancock in 2000. See “—Reinsurance.”

      Fees and other income decreased by $6 million, or 67%, from $9 million for the nine months ended September 30, 2003, to $3 million for the nine months ended September 30, 2004 primarily due to a one-time adjustment recorded in the third quarter of 2003.

	Total Benefits, Losses and Expenses

      Total benefits, losses and expenses decreased by $19 million, or 16%, from $122 million for the nine months ended September 30, 2003, to $103 million for the nine months ended September 30, 2004.

73

---

Table of Contents

      Selling, underwriting and general expenses increased by $17 million, or 50%, from $34 million for the nine months ended September 30, 2003, to $51 million for the nine months ended September 30, 2004. The increase was primarily due to $18 million of costs incurred related to being a public company. Costs related to our initial public offering are included in the $18 million.

      Interest expense increased by $41 million from zero for the nine months ended September 30, 2003, to $41 million for the nine months ended September 30, 2004. The increase was 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. As a result, we incurred a $9 million loss on disposal of business in the second quarter of 2004.

      Distributions on mandatorily redeemable preferred securities decreased by $86 million, or 98%, form $88 million for the nine months ended September 30, 2003, to $2 million for the nine months ended September 30, 2004. The decline was due to the early redemption of $1,250 million of mandatorily redeemable preferred securities in December 2003 and $196 million of mandatorily redeemable preferred securities in January 2004.

	Segment Loss After Income Tax

      Segment loss after income tax increased by $3 million, or 50%, from $6 million for the nine months ended September 30, 2003, to $9 million for the nine months ended September 30, 2004.

      Income tax benefit improved by $1 million, or 17%, from an income tax benefit of $6 million for the nine months ended September 30, 2003, to an income tax benefit of $7 million for the nine months ended September 30, 2004. These improvements were primarily due to estimated to actual tax return true-up adjustments.

	Year Ended December 31, 2003 Compared to December 31, 2002

	Total Revenues

      Total revenues increased by $86 million, or 226%, from $38 million for the year ended December 31, 2002, to $124 million for the year ended December 31, 2003.

      Net investment income increased by $3 million, or 8%, from $40 million for the year ended December 31, 2002, to $43 million for the year ended December 31, 2003.

      Net realized gains (losses) on investments improved by $120 million, or 102%, from net realized losses of $118 million for the year ended December 31, 2002, to net realized gains of $2 million for the year ended December 31, 2003. In 2003, we had other than temporary impairments of $20 million as compared to $85 million for the year ended December 31, 2002. There were no individual impairments of available for sale securities in excess of $10 million in 2003. Impairments on available for sale securities in excess of $10 million in 2002 consisted of an $18 million writedown of fixed maturity investments in NRG Energy, a $12 million writedown of fixed maturity investments in AT&T Canada and an $11 million writedown of fixed maturity investments in MCI WorldCom. Excluding the effects of other-than-temporary impairments, we recorded an increase in net realized gains of $55 million.

      Amortization of deferred gain on disposal of businesses decreased by $12 million, or 15%, from $80 million for the year ended December 31, 2002, to $68 million for the year ended December 31, 2003. This decrease was consistent with the run-off of the businesses ceded to The Hartford and John Hancock. See “—Reinsurance.”

      Gains on disposal of businesses decreased by $11 million, or 100%, from $11 million for the year ended December 31, 2002, to zero for the year ended December 31, 2003. On June 28, 2002, we sold our investment in NHP, which resulted in pre-tax gains of $11 million.

      Fees and other income decreased by $14 million, or 56%, from $25 million for the year ended December 31, 2002, to $11 million for the year ended December 31, 2003. The decrease was primarily due to

74

---

Table of Contents

	Total Benefits, Losses and Expenses

      Total benefits, losses and expenses increased by $216 million, or 125%, from $173 million for the year ended December 31, 2002, to $389 million for the year ended December 31, 2003.

      Selling, underwriting and general expenses increased by $14 million, or 25%, from $55 million for the year ended December 31, 2002, to $69 million for the year ended December 31, 2003. This increase was primarily due to $14 million of consulting and compensation expenses incurred in 2003, related to our initial public offering in February 2004.

      Distributions on preferred securities decreased by $5 million, or 4%, from $118 million for the year ended December 31, 2002, to $113 million for the year ended December 31, 2003. We redeemed $1,250 million of our mandatorily redeemable preferred securities in mid-December 2003, resulting in lower expenses. We redeemed the remaining $196 million of mandatorily redeemable preferred securities in January 2004. As a result of the early extinguishment of all the mandatorily redeemable preferred securities we incurred $206 million of interest premiums for the year ended December 31, 2003 compared to zero recognized in 2002.

	Segment Loss After Tax

      Segment loss after tax increased by $92 million, or 124%, from $74 million in 2002 to $166 million in 2003. This change was primarily due to the $206 million of interest premiums incurred related to early extinguishment of mandatorily redeemable preferred securities, partially offset by the favorable $120 million change in net realized capital gains (losses) on investments.

      Income tax benefit increased by $38 million, or 62%, from $61 million in 2002 to $99 million in 2003. The change in the income tax benefit was consistent with the change in segment loss before income tax. In 2002 we also recognized the release of approximately $13 million of previously provided tax accruals, which were no longer considered necessary based on the resolution of certain domestic tax matters.

	Year Ended December 31, 2002 Compared to December 31, 2001

	Total Revenues

      Total revenues decreased by $210 million, or 85%, from $248 million in 2001 to $38 million in 2002.

      Net earned premiums and other considerations decreased by $58 million, or 100%, from $58 million in 2001 to zero in 2002 due to the sale of FFG.

      Net investment income decreased by $72 million, or 64%, from $112 million in 2001 to $40 million in 2002. Excluding the $32 million reduction in investment income from the sale of FFG, net investment income decreased in 2002 as a result of a decrease in invested assets because we paid down debt and acquired CORE and DBD.

      Net realized losses on investments decreased by $1 million, or 1%, from $119 million in 2001 to $118 million in 2002. In 2002, we had other-than-temporary impairments of $85 million, as compared to $78 million in 2001. Impairments of available for sale securities in excess of $10 million in 2002 consisted of an $18 million writedown of fixed maturity investments in NRG Energy, a $12 million writedown of fixed maturity investments in AT&T Canada and an $11 million writedown of fixed maturity investments in MCI WorldCom. Impairments of available for sale securities in excess of $10 million in 2001 consisted of a $22 million writedown of fixed maturity investments in Enron.

      Amortization of deferred gain on disposal of businesses increased by $12 million, or 18%, from $68 million in 2001 to $80 million in 2002, mainly due a to full year of amortization of the deferred gain on the sale of FFG as compared to nine months of amortization in 2001.

75

---

Table of Contents

      Gains on disposal of businesses decreased by $51 million, or 82%, from $62 million in 2001 to $11 million in 2002. This decrease was due to the sale of FFG’s mutual fund operations. Also, on June 28, 2002, we sold our investment in NHP, which resulted in pre-tax gains of $11 million in 2002.

      Fees and other income decreased by $42 million, or 63%, from $67 million in 2001 to $25 million in 2002. Excluding the $65 million reduction in other income due to the sale of FFG, fees and other income increased by $23 million in 2002 mainly due to approximately $15 million of income associated with a settlement true-up of a 1999 sale of a small block of business to a third party and reversal of bad debt allowances due to successful collection of receivables that had been previously written off.

	Total Benefits, Losses and Expenses

      Total benefits, losses and expenses decreased by $149 million, or 46%, from $322 million in 2001 to $173 million in 2002.

      Policyholder benefits decreased by $70 million from $70 million in 2001 to zero in 2002. The decrease was entirely due to the sale of FFG.

      Selling, underwriting and general expenses decreased by $65 million, or 54%, from $120 million in 2001 to $55 million in 2002. Excluding the $86 million reduction in selling, underwriting and general expenses attributable to the sale of FFG, these expenses increased by $21 million from 2001 to 2002.

      Interest expense decreased by $14 million from $14 million in 2001 to zero in 2002. We used a portion of the FFG sale proceeds, in 2001, to repay $225 million of debt owed to Fortis Finance.

      Distributions on preferred securities in 2002 remained unchanged from 2001 at $118 million.

	Segment Loss After Tax

      Segment loss after tax increased by $21 million, or 40%, from a $53 million loss in 2001 to a $74 million loss in 2002, primarily due to the sale of FFG.

      Income taxes increased by $40 million, or 190%, from $21 million in 2001 to $61 million in 2002. Excluding the $4 million reduction in income tax expenses due to the sale of FFG, income tax benefit increased by $44 million in 2002. The change in the income tax benefit was largely consistent with the increase in segment losses before income tax. In 2002, we also recognized the release of approximately $13 million of previously provided tax accruals, which were no longer considered necessary based on the resolution of certain domestic tax matters.

Investments

      The following table shows the carrying value of our investments by type of security as of the dates indicated:

			As of								As of								As of
			September 30,								December 31,								December 31,
			2004								2003								2002
			(in millions)
Fixed maturities			$	9,046				79	%		$	8,729				80	%		$	8,036				80	%
Equity securities				548				5				456				4				272				3
Commercial mortgage loans on real estate				1,040				9				933				9				842				8
Policy loans				66				1				68				1				69				1
Short-term investments				226				2				276				2				684				7
Other investments				508				4				462				4				181				1
	Total investments		$	11,434				100	%		$	10,924				100	%		$	10,084				100	%

76

---

Table of Contents

      Of our fixed maturity securities shown above, 68% and 70% (based on total fair value) were invested in securities rated “A” or better as of September 30, 2004 and December 31, 2003, respectively. As interest rates increase, the market value of fixed maturity securities decreases.

      The following table provides the cumulative net unrealized gains (pre-tax) on fixed maturity securities and equity securities as of the dates indicated:

			As of				As of				As of
			September 30,				December 31,				December 31,
			2004				2003				2002
			(in millions)
Fixed maturities:
	Amortized cost		$	8,568			$	8,230			$	7,631
	Net unrealized gains			478				499				405
	Fair value		$	9,046			$	8,729			$	8,036
Equities:
	Cost		$	540			$	437			$	265
	Net unrealized gains			8				19				7
	Fair value		$	548			$	456			$	272

      Net unrealized gains on fixed maturity securities decreased by $21 million, or 4%, from December 31, 2003 to September 30, 2004. Net unrealized gains on equity securities decreased by $11 million, or 58%, from December 31, 2003, to September 30, 2004. The decrease in net unrealized gains was primarily due to the net effect of the change in treasury yields. The 10-year treasury yield decreased 13 basis points between December 31, 2003 and September 30, 2004 and the 5-year treasury yield increased 15 basis points between December 31, 2003 and September 30, 2004.

      Net unrealized gains on fixed maturity securities increased by $94 million, or 23%, from December 31, 2002 to December 31, 2003. Net unrealized gains on equity securities increased by $12 million, or 171%, from December 31, 2002 to December 31, 2003. The increase in net unrealized gains was primarily due to the decline in investment grade corporate securities yield spreads combined with an increase in treasury yields. Spreads on investment grade corporate securities fell by approximately 119 basis points while yields on 10-year treasury securities increased by 44 basis points between December 31, 2002 and December 31, 2003.

      We recorded $20.3 million, $85.3 million and $78.2 million of pre-tax realized losses in 2003, 2002 and 2001, respectively, associated with other-than-temporary declines in value of available for sale securities.

77

---

Table of Contents

      The investment category and duration of our gross unrealized losses on fixed maturities and equity securities at December 31, 2003 were as follows:

				Less than 12 Months								12 Months or More								Total
				Fair				Unrealized				Fair				Unrealized				Fair				Unrealized
				Value				Losses				Value				Losses				Value				Losses
				(in thousands)
Fixed maturities
Bonds:
	United States Government and government agencies and authorities			$	306,623			$	(4,467	)		$	—			$	—			$	306,623			$	(4,467	)
	States, municipalities and political subdivisions				6,783				(33	)			1,531				(8	)			8,314				(41	)
	Foreign governments				24,901				(554	)			—				—				24,901				(554	)
	Public utilities				38,934				(374	)			536				(6	)			39,470				(380	)
	All other corporate bonds				493,234				(7,710	)			9,122				(157	)			502,356				(7,867	)
		Total fixed maturities		$	870,475			$	(13,138	)		$	11,189			$	(171	)		$	881,664			$	(13,309	)
Equity securities
Common stocks:
	Public utilities			$	—			$	—			$	—			$	—			$	—			$	—
	Banks, trusts and insurance companies				—				—				—				—				—				—
	Industrial, miscellaneous and all other				—				—				11				(2	)			11				(2	)
Non-redeemable preferred stocks:
	Non-sinking fund preferred stocks				36,644				(728	)			317				(2	)			36,961				(730	)
		Total equity securities		$	36,644			$	(728	)		$	328			$	(4	)		$	36,972			$	(732	)

      The unrealized loss position at December 31, 2003 consisted of approximately $13.3 million in unrealized losses on fixed maturity securities and approximately $0.7 million in unrealized losses on equity securities. The total unrealized loss represents less than 2% of the aggregate fair value of the related securities. Approximately 99% of these unrealized losses have been in a continuous loss position for less than twelve months. The total unrealized losses are comprised of 284 individual securities with 14% of the individual securities having an unrealized loss of more than $0.1 million. The total unrealized losses on securities that were in a continuous unrealized loss position for longer than six months but less than 12 months was approximately $7.6 million, with no security having a market value below 92% of book value.

      As part of our ongoing monitoring process, we regularly review our investment portfolio to ensure that investments that may be other than temporarily impaired are identified on a timely basis and that any impairment is charged against earnings in the proper period. We have reviewed these securities and concluded that there was an additional $0.8 million of other than temporary impairments for the nine months ended September 30, 2004. Due to issuers’ continued satisfaction of the securities’ obligations in accordance with their contractual terms and their continued expectations to do so, as well as our evaluation of the fundamentals of the issuers’ financial condition, we believe that the prices of the securities in an unrealized loss position as of September 30, 2004 in the sectors discussed above were temporarily depressed primarily as a result of the prevailing level of interest rates at the time the securities were purchased.

78

---

Table of Contents

Reserves

      The following table presents reserve information as of the dates indicated:

			As of				As of				As of
			September 30,				December 31,				December 31,
			2004				2003				2002
			(in millions)
Future policy benefits and expenses			$	6,329			$	6,235			$	5,807
Unearned premiums				3,222				3,134				3,208
Claims and benefits payable				3,641				3,513				3,374
	Total policy liabilities		$	13,192			$	12,882			$	12,389

      Future policy benefits and expenses increased by $94 million, or 2%, from December 31, 2003 to September 30, 2004 and by $428 million, or 7%, from December 31, 2002 to December 31, 2003. The main contributing factor to these increases was growth in underlying business.

      Unearned premiums increased by $88 million, or 3%, from December 31, 2003 to September 30, 2004 and decreased by $74 million, or 2%, from December 31, 2002 to December 31, 2003. The main contributing factor to the increase from December 31, 2003 to September 30, 2004 was new extended service contract business assumed in late 2003. The decrease from December 31, 2002 to December 31, 2003 was primarily driven by the run-off of our U.S. credit life and disability contracts, offset by growth in our short duration contracts.

      Claims and benefits payable increased by $128 million, or 4%, from December 31, 2003 to September 30, 2004 and by $139 million, or 4%, from December 31, 2002 to December 31, 2003. The main contributing factor to these increases was growth in underlying business.

79

---

Table of Contents

      The following table provides reserve information by our major lines of business for the years ended December 31, 2003 and 2002:

				December 31, 2003												December 31, 2002
				Future												Future
				policy								Claims and				policy								Claims and
				benefits and				Unearned				benefits				benefits and				Unearned				benefits
				expenses				premiums				payable				expenses				premiums				payable
				(in millions)
Long Duration Contracts:
	Pre-funded funeral life insurance policies and investment-type annuity contracts			$	2,276			$	3			$	14			$	1,991			$	3			$	15
	Life insurance no longer offered				688				1				4				693				1				5
	Universal life and annuities no longer offered				322				1				17				334				1				12
	FFG and LTC disposed businesses				2,744				48				177				2,619				48				139
	All other				205				57				151				170				75				167
Short Duration Contracts:
	Group term life				—				13				394				—				11				457
	Group disability				—				4				1,375				—				4				1,299
	Medical				—				67				266				—				43				202
	Dental				—				7				39				—				8				44
	Property and warranty				—				1,149				621				—				1,135				536
	Credit life and disability				—				759				403				—				1,074				445
	Extended service contracts				—				1,023				18				—				803				16
	All other				—				2				34				—				2				37
		Total policy liabilities		$	6,235			$	3,134			$	3,513			$	5,807			$	3,208			$	3,374

      For a description of our reserving methodology, see Note 15 of the Notes to Consolidated Financial Statements included elsewhere in this prospectus.

	Long Duration

      The following discusses the reserving process 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, are based on Company experience and include provision for possible 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 in future years’ income in a constant relationship to insurance in force.

      Loss recognition testing is performed annually. Such testing involves the use of best estimate assumptions to determine if the net liability position (all liabilities less DAC) exceeds the minimum liability needed. Any premium deficiency would first be addressed by removing the provision for adverse 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 additional deficiency would be recognized as a premium deficiency reserve.

80

---

Table of Contents

      Historically, loss recognition testing has not resulted in an adjustment to DAC or reserves. Such adjustments would occur only if economic or mortality conditions significantly deteriorated.

	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) 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. Group long-term disability and group term life waiver of premium reserves are discounted because the payment pattern and ultimate cost are fixed and determinable on an individual claim basis.

      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.

      Key sensitivities for group long-term disability claim reserves include the discount rate and claim termination rates. If the discount rate were reduced (or increased) by 100 basis points, reserves at September 30, 2004 would be approximately $50.5 million higher (or $48.2 million lower). If claim termination rates were 10% lower (or higher) than currently assumed, reserves at September 30, 2004 would be approximately $34.9 million higher (or $32.5 million lower).

      The discount rate is also a key sensitivity for group term life waiver of premium reserves. If the discount rate were reduced (or increased) by 100 basis points, reserves at September 30, 2004 would be approximately $11.9 million higher (or $11.2 million lower).

      As set forth in Note 15 of the Notes to Consolidated Financial Statements for the years ended December 31, 2003, 2002 and 2001, Group Disability incurred losses related to prior years were approximately $53 million more, $3 million less and $7 million less than the reserves that were previously estimated for the years ended December 31, 2003, 2002 and 2001, respectively. Group Disability reserves are long term in nature, and the reserves are estimated based on claims incurred in several prior years. The Group Disability reserve deficiency in 2003, and its related upward revision, reflects the result of reserve adequacy studies concluded in the third quarter of 2003. Based on results of those studies, reserves were increased by $44 million, almost all of which was attributable to a reduction in the discount rate to reflect current yields on invested assets. The Group Disability reserve redundancies in 2002 and 2001, which were less than 1% of prior-year reserves, arose as a result of our actual claim recovery rates exceeding those assumed in our beginning-of-year case reserves, after taking into account an offset of one less year of discounting reflected in the Company’s end-of-year case reserves. The difference in actual versus best estimate recovery rates reflects an experience gain, which is recognized in the period the gain is realized.

      As set forth in Note 15 of the Notes to Consolidated Financial Statements for the years ended December 31, 2003, 2002 and 2001, Group Term Life incurred losses related to prior years were approximately $93 million, $29 million and $35 million less than the reserves that were previously estimated for the years ended December 31, 2003, 2002 and 2001, respectively. A significant portion of the Group Term Life

81

---

Table of Contents

      Reductions in the Group Term Life reserves reflected the results of reserve adequacy studies conducted in the third quarter of 2003. Based on the results of those studies, reserves were reduced by $59 million. The change in estimate reflects an increase in the discount rate, lower mortality rates and higher recovery rates. These changes were made to reflect current yields on invested assets, and recent mortality and recovery experience. These changes were offset by one less year of discounting reflected in the Company’s end-of-year waiver of premium reserves. The differences in actual versus best estimate mortality, recovery and paid claim lag rates reflect experience gains, which are recognized in the period the gains emerge.

      The conclusion of the reserve studies determined that, in the aggregate, the reserves were redundant. The reserve discount rate on all claims was changed to reflect the continuing low interest rate environment. The net impact of these adjustments was a reduction in reserves of approximately $18 million, which included $3 million of reserve release relating to the group dental business.

	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.

      A key sensitivity is the loss development factors used. Loss development factors selected take into consideration claims processing levels, claims under case management, medical inflation, seasonal effects, medical provider discounts and product mix. A 1% reduction (or increase) to the loss development factors for the most recent four months would result in approximately $22 million higher (or $19 million lower) reserves at September 30, 2004. Our historical claims experience indicates that approximately 81% of medical claims are paid within four months of the incurred date.

      As set forth in Note 15 of the Notes to Consolidated Financial Statements for the years ended December 31, 2003, 2002 and 2001, actual losses incurred in our Medical business related to prior years were $58 million, $43 million and $48 million less than previously estimated for the years ended December 31, 2003, 2002 and 2001, respectively. Due to the short-tail nature of this business, these developments related to claims incurred in the preceding year (i.e., in 2002, 2001 and 2000 respectively). The redundancies in our Medical line of business, and the related downward revisions in our Medical reserve estimates, were caused by our claims developing more favorably than expected. Our actual claims experience reflected lower medical provider utilization and lower medical inflation than assumed in our prior-year pricing and reserving processes. The differences in actual versus best estimate paid claim lag rates, medical provider utilization and medical inflation reflect experience gains, which are recognized in the period the gains emerge.

      None of the changes in incurred claims from prior years in our Medical line of business, and the related downward revisions in our Medical estimated reserves, were attributable to any change in our reserve methods or assumptions.

	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 (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

82

---

Table of Contents

      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 is selected from the middle to upper end of the third quartile of the range of reasonable estimates.

      As set forth in Note 15 of the Notes to Consolidated Financial Statements for the periods ended December 31, 2003, 2002 and 2001, actual losses incurred in our Property and Warranty lines of business related to prior years were $13 million less, $2 million more and $27 million less than previously estimated for the years ended December 31, 2003, 2002 and 2001, respectively. The redundancies in our Property and Warranty lines of business, and the related downward revisions in our estimated reserves in 2001, occurred mostly in our credit unemployment and credit property insurance coverages, whereas the other coverages showed immaterial adjustments to prior years’ incurred losses. The small deficiency in 2002 largely reflected a shift in the mix of business away from the credit property and unemployment product lines. In addition, an increase in the claim frequency of unemployment contributed to additional development and the small deficiency in 2002. In 2003, unemployment claim frequencies stabilized, resulting in a modest redundancy. These changes reflect experience gains and losses from actual claim frequencies differing from the best estimate claim frequencies, and differences in actual versus best estimate paid claim lag rates. Such gains and losses are recognized in the periods they emerge. For the longer-tail Property and Warranty coverages (e.g., asbestos, environmental, other general liability and personal accident), there were no changes in estimated amounts for incurred claims in prior years for all years shown in Note 15.

      None of the changes in incurred claims from prior years, and the related downward revisions in estimated reserves, were attributable to any change in our reserve methods or assumptions.

      Most of our credit insurance business is written on a retrospective commission basis, which permits Assurant Solutions to adjust commissions based on claims experience. Thus, any adjustment to prior years’ incurred claims in this line of business is largely offset by a change in contingent commissions which is included in the selling, underwriting and general expenses line in the results of operations.

Reinsurance

      The following table sets forth our reinsurance recoverables as of the dates indicated:

		As of				As of				As of
		September 30,				December 31,				December 31,
		2004				2003				2002
		(in millions)
Reinsurance recoverables		$	4,263			$	4,445			$	4,650

      Reinsurance recoverables decreased by $182 million, or 4%, from December 31, 2003 to September 30, 2004 and by $205 million, or 4%, from December 31, 2002 to December 31, 2003. We have used reinsurance to exit certain businesses, such as the dispositions of FFG and LTC. The reinsurance recoverables relating to these dispositions amounted to $2,365 million, $2,410 million and $2,255 million at September 30, 2004, December 31, 2003 and 2002, respectively.

83

---

Table of Contents

      In the ordinary course of business, we are involved in both the assumption and cession of reinsurance with non-affiliated companies. The following table provides details of the reinsurance recoverables balance for the years ended December 31:

			2003				2002
			(in millions)
Ceded future policyholder benefits and expense			$	2,551			$	2,452
Ceded unearned premium				971				1,277
Ceded claims and benefits payable				788				744
Ceded paid losses				135				177
	Total		$	4,445			$	4,650

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

      Based on our September 30, 2004 results, we anticipate that we will receive approximately $25 million from reinsurers in respect of the 2004 Florida hurricanes. Our benefits, losses and expenses for the nine months ended September 30, 2004 reflect this anticipated recovery.

	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, and 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 limit this risk, we have control procedures to evaluate the financial condition of reinsurers and to monitor the concentration of credit risk to minimize this exposure. 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, such as the dispositions of FFG and LTC. Reinsurance was used in these cases to facilitate the transactions because the businesses shared legal entities with business segments that we retained. Assets backing liabilities ceded relating to these businesses are held in trusts, and the separate accounts relating to FFG are still reflected in our balance sheet.

      The reinsurance recoverable from The Hartford was $1,537 million and $1,558 million as of December 31, 2003 and 2002, respectively. The reinsurance recoverable from John Hancock was $873 million and $697 million as of December 31, 2003 and 2002, respectively. We would be responsible to administer these businesses in the event of a default by reinsurers. In addition, under the reinsurance agreement, The Hartford is obligated to contribute funds to increase the value of the separate accounts relating to the business sold if such value declines. If The Hartford fails to fulfill these obligations, we will be obligated to make these payments.

	Assurant Solutions Segment Client Risk and Profit Sharing

      The Assurant Solutions segment writes business produced by its clients, such as mortgage lenders and servicers, financial institutions and retailers, and reinsures all or a portion of such business to insurance

84

---

Table of Contents

      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 clients’ 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 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 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. See “—Quantitative and Qualitative Disclosures about Market Risk— Credit Risk.”

Liquidity and Capital Resources

      Assurant, Inc. is a holding company, and as such, has limited direct operations of its own. Our holding company assets consist primarily of the capital stock of our subsidiaries. Accordingly, our future cash flows depend upon the availability of dividends and other statutorily permissible payments from our subsidiaries, such as payments under our tax allocation agreement and under management agreements with our subsidiaries. The ability to pay such dividends and to make such other payments will be limited by applicable laws and regulations of the states in which our subsidiaries are domiciled, which subject our subsidiaries to significant regulatory restrictions. The dividend requirements and regulations vary from state to state and by type of insurance provided by the applicable subsidiary. These laws and regulations require, among other things, our insurance subsidiaries to maintain minimum solvency requirements and limit the amount of dividends these subsidiaries can pay to the holding company. Solvency regulations, capital requirements and rating agencies are some of the factors used in determining the amount of capital used for dividends. For 2004, the maximum amount of distributions our subsidiaries could pay under applicable laws and regulations without prior regulatory approval is $302 million. For a discussion of the various restrictions on our ability and the ability of our subsidiaries to pay dividends, please see “Regulation,” “Description of Share Capital” and “Description of Indebtedness.”

      Dividends paid by our subsidiaries totaled $244 million for the nine months ended September 30, 2004, $18.5 million for the nine months ended September 30, 2003, $99.5 million for the year ended December 31, 2003, $186.5 million for the year ended December 31, 2002 and $615.4 million for the year ended December 31, 2001. Figures for 2001 were higher due to a gain on the sale of FFG. We used these cash inflows primarily to pay expenses, to make interest payments on indebtedness and to make dividend payments to our stockholders.

      The primary sources of funds for our subsidiaries consist of premiums and fees collected, the proceeds from the sales and maturity of investments and investment income. Cash is primarily used to pay insurance claims, agent commissions, operating expenses and taxes. We generally invest our subsidiaries’ excess funds in order to generate income.

      In December 2003, we entered into two senior bridge credit facilities of $650 million and $1,100 million. The aggregate indebtedness of $1,750 million under the facility was in connection with the extinguishment of our mandatorily redeemable preferred securities.

      On January 30, 2004, we entered into a $500 million senior revolving credit facility with a syndicate of banks arranged by J.P. Morgan Securities Inc. (successor by merger to Banc One Capital Markets, Inc.) and Citigroup Global Markets Inc., which is available for working capital and other general corporate purposes. The revolving credit facility is unsecured and is available until February 2007, so long as we are not in default.

85

---

Table of Contents

      The revolving credit facility contains restrictive covenants. The terms of the revolving credit facility also require that we maintain certain specified minimum ratios or thresholds. As of September 30, 2004, we are in compliance with all covenants and we maintain all specified minimum ratios and thresholds.

      On February 10, 2004, we received a $725.5 million capital contribution from Fortis simultaneously with the closing of our initial public offering. The proceeds from that contribution were used to repay the outstanding indebtedness under the $650 million senior bridge credit facility and $75.5 million of outstanding indebtedness under the $1,100 million senior bridge credit facility. In addition, we repaid a portion of the $1,100 million senior bridge credit facility with $49.5 million in cash. We also refinanced the remaining amount outstanding under the $1,100 million senior bridge credit facility with the proceeds of our $975 million senior note offerings described below. All amounts outstanding under our senior bridge credit facilities were paid off in 2004.

      On February 18, 2004, we issued two series of senior notes in an aggregate principal amount of $975 million. The first series is $500 million in principal amount, bears interest at 5.625% per year and is payable in a single installment due February 15, 2014. The second series is $475 million in principal amount, bears interest at 6.750% per year and is payable in a single installment due February 15, 2034.

      In March 2004, we established a $500 million commercial paper program, which is available for working capital and other general corporate purposes. Our subsidiaries do not maintain commercial paper or other borrowing facilities at their level. This program is backed up by a $500 million senior revolving credit facility with a syndicate of banks arranged by J.P. Morgan Securities Inc. (successor by merger to 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 we are 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 on August 9, 2004, we used $20 million and $40 million, 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. We did not use the revolving credit facility during the nine months ended September 30, 2004 and no amounts are currently outstanding.

      Interest on our senior notes is payable semi-annually on February 15 and August 15 of each year, commencing August 15, 2004. The senior notes are our unsecured obligations and rank equally with all of our other senior unsecured indebtedness. The senior notes are not redeemable prior to maturity. The net proceeds from the issuance of the senior notes were used to repay the remaining portion of our outstanding indebtedness under our $1,100 million senior bridge facility.

      Our qualified pension plan was under-funded by $60 million at December 31, 2003. We established a funding policy in which service cost plus 15% of plan deficit will be contributed annually. In the full year 2004, we made contributions to the pension fund totaling $26 million. This funding policy will be revised annually to take into effect any assumption changes, return on plan assets and funded status of the plan. In accordance with ERISA, there is no expected minimum funding requirement for 2004 or 2005. Our nonqualified plan, which is unfunded, had a projected benefit obligation of $72 million at December 31, 2003. The expected Company payments to retirees under this plan are approximately $4 million per year in 2004 and 2005. Also, our post-retirement plans (other than pension), which are partially funded with $7 million of assets, had an accumulated post-retirement benefit obligation of $51 million at December 31, 2003. In the full year 2004, we contributed $5.7 million towards pre-funding these benefits. In addition, the expected Company payments to retirees and dependents under the postretirement plan are approximately $1.2 million per year in 2004 and 2005. See Note 17 of the Notes to Consolidated Financial Statements included elsewhere in this prospectus.

      We estimate that our capital expenditures in connection with our name change and rebranding initiative have been approximately $10 million, which we will expense in 2004. We are not currently planning to make any other significant capital expenditures in 2004 or 2005.

86

---

Table of Contents

      During January 2004, we paid to participants in the Assurant Appreciation Incentive Rights Plan an aggregate of $25 million in connection with the cash-out of all outstanding Fortis incentive rights. See “Management— Assurant Appreciation Incentive Rights Plan.”

      In management’s opinion, our subsidiaries’ cash flow from operations together with our income and gains from our investment portfolio will provide sufficient liquidity to meet our needs in the ordinary course of business.

	Cash Flows

      We monitor cash flows at both the consolidated and subsidiary levels. Cash flow forecasts at the consolidated and subsidiary levels are provided on a monthly basis, and we use trend and variance analyses to project future cash needs making adjustments to the forecasts when needed.

      The table below shows our recent net cash flows:

			For the Nine
			Months Ended								For the Year Ended
			September 30,								December 31,
			2004				2003				2003				2002				2001
			(in millions)
Net cash provided by (used in):
	Operating activities		$	607			$	632			$	741			$	365			$	632
	Investing activities			(568	)			(516	)			(711	)			(380	)			(218	)
	Financing activities			(305	)			(182	)			317				(43	)			(380	)
Net change in cash			$	(266	)		$	(66	)		$	347			$	(58	)		$	34

      Cash Flows for the Nine Months Ended September 30, 2004 and September 30, 2003. The key changes of the net cash outflow of $266 million for the nine months ended September 30, 2004 were net purchases of fixed maturity securities of $1,088 million, maturities of fixed maturity securities of $767 million, issuance of debt of $972 million, issuance of common stock of $725 million and repayment of debt of $1,750 million. The key changes of net cash outflow of $66 million for the nine months ended September 30, 2003 were net purchases of fixed maturity securities of $1,571 million, maturities of these securities of $976 million, net sales of short term investments of $368 million, net purchase of equity securities of $160 million, payments of dividends in the amount of $181 million and cash from operating activities.

      Cash Flows for the Years Ended December 31, 2003, 2002 and 2001. The key changes of the net cash inflow of $347 million for the year ended December 31, 2003 were net purchases of fixed maturity securities of $1,929 million, maturities of these securities of $1,131 million and issuance of debt in the amount of $2,400 million. Key changes of the net cash outflow of $58 million for the year ended December 31, 2002 were net purchases of fixed maturity securities of $1,164 million and maturities of these securities of $858 million. Key changes of the net cash inflow of $34 million for the year ended December 31, 2001 were the sale of FFG for $385 million in cash and changes in our revenues and expenses from operating activities as described above.

      At September 30, 2004, we had total debt outstanding of $996 million, as compared to $1,970 million at December 31, 2003 and $1,471 million at both December 31, 2002 and 2001. At September 30, 2004, this debt consisted of $972 million of senior notes and $24 million of mandatorily redeemable preferred stock. See “Description of Share Capital” and “Certain Relationships and Related Transactions” for a description of these securities.

87

---

Table of Contents

      The table below shows our cash outflows for distributions and dividends for the periods indicated:

			For the
			Nine Months
			Ended				For the Year Ended
			September 30,				December 31,
Security			2004				2003				2002				2001
			(in thousands)
Mandatorily redeemable preferred securities and interest paid			$	2,987			$	128,694			$	117,114			$	133,667
Mandatorily redeemable preferred stock dividends				744				963				1,052				1,053
Common stock dividends				19,887				181,187				41,876				109,298
	Total		$	23,618			$	310,844			$	160,042			$	244,018

	Commitments and Contingencies

      We have obligations and commitments to third parties as a result of our operations. These obligations and commitments are detailed in the table below by maturity date as of the dates indicated:

			As of September 30, 2004
			Less than												More than
			1 Year				1-3 Years				3-5 Years				5 Years				Total
			(in thousands)
Contractual obligations:
Debt			$	—			$	—			$	—			$	971,593			$	971,593
Mandatorily redeemable preferred stock				—				—				—				24,160				24,160
Commitments:
Investment purchases outstanding:
	— unsettled trades			82,495				—				—				—				82,495
	— commercial mortgage loans on real estate			49,345				—				—				—				49,345
	— other investments			9,818				3,100				—				—				12,918
Total obligations and commitments			$	141,658			$	3,100			$	—			$	995,753			$	1,140,511

      At December 31, 2003, the aggregate future minimum lease payments under operating lease agreements that have initial or non-cancelable terms in excess of one year were $39.6 million due in less than one year, $67.4 million due in one to three years, $48.8 million due in three to five years and $44.5 million in more than five years. These obligations totaled $200.3 million at December 31, 2003.

      In addition, as of September 30, 2004, the Assurant Appreciation Incentive Rights Plan liability was $32 million. This liability will be paid based on the plan description. See “Management—Assurant Appreciation Incentive Rights Plan.”

      As of September 30, 2004, we contributed $19.5 million to the Pension Plan and contributed an additional $6.5 million in the fourth quarter of 2004.

	Letters of Credit

      In the normal course of business, letters of credit are issued primarily to support reinsurance arrangements. These letters of credit are supported by commitments with financial institutions. We had approximately $69 million and $117 million of letters of credit outstanding as of September 30, 2004 and December 31, 2003, respectively.

88

---

Table of Contents

Quantitative and Qualitative Disclosures about Market Risk

      As a provider of insurance products, effective risk management is fundamental to our ability to protect both our customers’ and stockholders’ interests. We are exposed to potential loss from various market risks, in particular interest rate risk and credit risk. Additionally we are exposed to inflation risk and to a small extent to foreign currency risk.

      Interest rate risk is the possibility the fair value of liabilities will change more or less than the market value of investments in response to changes in interest rates, including changes in the slope or shape of the yield curve and changes in spreads due to credit risks and other factors.

      Credit risk is the possibility that counterparties may not be able to meet payment obligations when they become due. We assume counterparty credit risk in many forms. A counterparty is any person or entity from which cash or other forms of consideration are expected to extinguish a liability or obligation to us. Primarily, our credit risk exposure is concentrated in our fixed income investment portfolio and, to a lesser extent, in our reinsurance recoverables.

      Inflation risk is the possibility that a change in domestic price levels produces an adverse effect on earnings. This typically happens when only one of invested assets or liabilities is indexed to inflation.

      Foreign exchange risk is the possibility that changes in exchange rates produce an adverse effect on earnings and equity when measured in domestic currency. This risk is largest when assets backing liabilities payable in one currency are invested in financial instruments of another currency. Our general principle is to invest in assets that match the currency in which we expect the liabilities to be paid.

	Interest Rate Risk

      Interest rate risk arises as we invest substantial funds in interest-sensitive fixed income assets, such as fixed maturity investments, mortgage-backed and asset-backed securities and commercial mortgage loans, primarily in the United States and Canada. There are two forms of interest rate risk— price risk and reinvestment risk. Price risk occurs when fluctuations in interest rates have a direct impact on the market valuation of these investments. As interest rates rise, the market value of these investments falls, and conversely, as interest rates fall, the market value of these investments rises. Reinvestment risk occurs when fluctuations in interest rates have a direct impact on expected cash flows from mortgage-backed and asset-backed securities. As interest rates fall, an increase in prepayments on these assets results in earlier than expected receipt of cash flows forcing us to reinvest the proceeds in an unfavorable lower interest rate environment, and conversely as interest rates rise, a decrease in prepayments on these assets results in later than expected receipt of cash flows forcing us to forgo reinvesting in a favorable higher interest rate environment. As of September 30, 2004, we held $9,046 million of fixed maturity securities at fair market value and $1,040 million of commercial mortgages at amortized cost for a combined total of 88% of total invested assets. As of December 31, 2003, we held $8,729 million of fixed maturity securities at fair market value and $933 million of commercial mortgages at amortized cost for a combined total of 88% of total invested assets. As of December 31, 2002, we held $8,036 million of fixed maturity securities at fair market value and $842 million of commercial mortgages at amortized cost for a combined total of 88% of total invested assets.

      We expect to manage interest rate risk by selecting investments with characteristics such as duration, yield, currency and liquidity tailored to the anticipated cash outflow characteristics of our insurance and reinsurance liabilities.

      Our group long-term disability reserves are also sensitive to interest rates. Group long-term disability reserves are discounted to the valuation date at the valuation interest rate. The valuation interest rate is determined by taking into consideration actual and expected earned rates on our asset portfolio, with adjustments for investment expenses and provisions for adverse deviation.

      The interest rate sensitivity of our fixed maturity security assets is assessed using hypothetical test scenarios that assume several positive and negative parallel shifts of the underlying yield curves. We have assumed that both the United States and Canadian yield curves have a 100% correlation and, therefore, move together. The individual securities are repriced under each scenario using a valuation model. For investments

89

---

Table of Contents

Interest Rate Movement Analysis

		-100				-50				0				50				100
		(in millions)
Total market value		$	9,594			$	9,319			$	9,046			$	8,781			$	8,525
% Change in market value from base case			6.1	%			3.0	%			0.0	%			(2.9	)%			(5.8	)%
$ Change in market value from base case		$	548			$	273			$	—			$	(265	)		$	(520	)

	Credit Risk

      We have exposure to credit risk primarily as a holder of fixed income securities and by entering into reinsurance cessions.

      Our risk management strategy and investment policy is to invest in debt instruments of high credit quality issuers and to limit the amount of credit exposure with respect to any one issuer. We attempt to limit our credit exposure by imposing fixed maturity portfolio limits on individual issuers based upon credit quality. Currently our portfolio limits are 1.5% for issuers rated AA- and above, 1% for issuers rated A- to A+, 0.75% for issuers rated BBB- to BBB+ and 0.38% for issuers rated BB- to BB+. These portfolio limits are further reduced for certain issuers with whom we have credit exposure on reinsurance agreements. We use the lower of Moody’s or Standard & Poor’s ratings to determine an issuer’s rating. See “Business— Investments.”

      The following table presents our fixed maturity investment portfolio by ratings of the nationally recognized securities rating organizations as of September 30, 2004:

							Percentage of
Rating			Fair Value				Total
			(in millions)
Aaa/ Aa/ A			$	6,132				68	%
Baa				2,372				26	%
Ba				425				5	%
B and lower				117				1	%
	Total		$	9,046				100	%

      We are also exposed to the credit risk of our reinsurers. When we reinsure, we are still liable to our insureds regardless of whether we get reimbursed by our reinsurer. As part of our overall risk and capacity management strategy, we purchase reinsurance for certain risks underwritten by our various business segments as described above under “—Reinsurance.”

      For at least 50% of our $4,445 million of reinsurance recoverables at December 31, 2003, we are protected from the credit risk by using some type of risk mitigation mechanism such as a trust, letter of credit or by withholding the assets in a modified coinsurance or co-funds-withheld arrangement. For example, reserves of $1,537 million and $873 million as of December 31, 2003 relating to two large coinsurance arrangements with The Hartford and John Hancock, respectively, related to sales of businesses. If the value of the assets in these trusts decreases, The Hartford and John Hancock, as the case may be, will be required to put more assets in the trusts. We may be dependent on the financial condition of The Hartford and John Hancock, whose A.M. Best ratings are currently A+ and A++, respectively. For recoverables that are not protected by these mechanisms, we are dependent solely on the credit of the reinsurer. Occasionally, the credit worthiness of the reinsurer becomes questionable. See “Risk Factors— Risks Related to Our Company— Reinsurance may not be available or adequate to protect us against losses, and we are subject to the credit risk

90

---

Table of Contents

	Inflation Risk

      Inflation risk arises as we invest substantial funds in nominal assets, which are not indexed to the level of inflation, whereas the underlying liabilities are indexed to the level of inflation. Approximately 13% of Assurant PreNeed’s insurance policies with reserves of approximately $397 million as of September 30, 2004 have death benefits that are guaranteed to grow with the Consumer Price Index. In times of rapidly rising inflation the credited death benefit growth on these liabilities increases relative to the investment income earned on the nominal assets resulting in an adverse impact on earnings. We have partially mitigated this risk by purchasing a contract with payments tied to the Consumer Price Index. See “—Derivatives.”

      In addition, we have inflation risk in our individual and small employer group health insurance businesses to the extent that medical costs increase with inflation and we have not been able to increase premiums to keep pace with inflation.

	Foreign Exchange Risk

      We are exposed to some foreign exchange risk arising from our international operations mainly in Canada. We also have limited foreign exchange risk exposure to currencies other than the Canadian dollar, primarily British pounds and Danish krone. Total invested assets denominated in these other currencies were less than 2% of our total invested assets at September 30, 2004.

      Foreign exchange risk is mitigated by matching our liabilities under insurance policies that are payable in foreign currencies with investments that are denominated in such currency. We have not established any hedge to our foreign currency exchange rate exposure.

      We assess our foreign exchange risk by examining the foreign exchange rate exposure of the excess of invested assets over the statutory reserve liabilities denominated in foreign currency. Two stress scenarios are examined.

      The first scenario assumes a hypothetical 10% immediate change in the foreign exchange rate.

      The second scenario assumes a more severe 2.33 standard deviation event (comparable to a one in 100 probability under a normal distribution).

      The modeling techniques we use to calculate our exposure does not take into account correlation among foreign currency exchange rates or correlation among various markets. Our actual experience may differ from the results noted below particularly due to correlation assumptions utilized or if events occur that were not included in the methodology, such as significant illiquidity or other market events.

	Derivatives

      Derivatives are financial instruments whose values are derived from interest rates, foreign exchange rates, financial indices or the prices of securities or commodities. Derivative financial instruments may be exchange-traded or contracted in the over-the-counter market and include swaps, futures, options and forward contracts.

      Under insurance statutes, our insurance companies may use derivative financial instruments to hedge actual or anticipated changes in their assets or liabilities, to replicate cash market instruments or for certain income-generating activities. These statutes generally prohibit the use of derivatives for speculative purposes. We generally do not use derivative financial instruments.

      On August 1, 2003, we purchased a contract to partially hedge the inflation risk exposure inherent in some of our pre-funded funeral insurance policies.

      In 2003, we determined that the modified coinsurance agreement with The Hartford contained an embedded derivative. In accordance with DIG B36, we bifurcated the contract into its debt host and embedded derivative (total return swap) and recorded the embedded derivative at fair value on the balance sheet. Contemporaneous with the adoption of DIG B36, we transferred the invested assets related to this coinsurance agreement from fixed maturities available for sale to trading securities, included in other investments in the December 31, 2003 consolidated balance sheet. The combination of the two aforementioned transactions has no net impact in the consolidated statements of operations for all periods presented. See Note 2 of the Notes to the Consolidated Financial Statements.

91

---

Table of Contents

BUSINESS

Overview

      We pursue a differentiated strategy of building leading positions in specialized market segments for insurance products and related services in North America and selected other markets. We provide:

•	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
•	pre-funded funeral insurance.

      The markets we target are generally complex, have a relatively limited number of competitors and, we believe, offer attractive profit opportunities. In these markets, we leverage the experience of our management team and apply our expertise in risk management, underwriting and business-to-business management, as well as our technological capabilities in complex administration and systems. Through these activities, we seek to generate above-average returns by building on specialized market knowledge, well-established distribution relationships and economies of scale.

      As a result of our strategy, we are a leader in many of our chosen markets and products. In our Assurant Solutions business, we have leadership positions or are aligned with clients who are leaders in creditor-placed homeowners insurance based on servicing volume, manufactured housing homeowners insurance based on number of homes built and debt protection administration based on credit card balances outstanding. In our Assurant Employee Benefits business, we are a leading writer of group dental plans sponsored by employers based on the number of subscribers and based on the number of master contracts in force. A master contract refers to a single contract issued to an employer that provides coverage on a group basis; group members receive certificates, which summarize benefits provided and serve as evidence of membership. In our Assurant PreNeed business, we are the market leader of pre-funded funeral insurance measured by face amount of new policies sold. We believe that our leadership positions give us a sustainable competitive advantage in our chosen markets.

      We currently have four decentralized operating business segments to ensure focus on critical activities close to our target markets and customers, while simultaneously providing centralized support in key functions. Each operating business segment has its own experienced management team with the autonomy to make decisions on key operating matters. These managers are eligible to receive incentive-based compensation based in part on operating business segment performance and in part on company-wide performance, thereby encouraging strong business performance and cooperation across all our businesses. At the operating business segment level, we stress disciplined underwriting, careful analysis and constant improvement and product redesign. At the corporate level, we provide support services, including investment, asset/liability matching and capital management, leadership development, information technology support and other administrative and finance functions, enabling the operating business segments to focus on their target markets and distribution relationships while enjoying the economies of scale realized by operating these businesses together. Also, our overall strategy and financial objectives are set and continuously monitored at the corporate level to ensure that our capital resources are being properly allocated.

92

---

Table of Contents

      We organize and manage our specialized businesses through four operating business segments:

Operating							For the
Business			Principal Products and		Principal Distribution		Nine Months Ended
Segment			Services		Channels		September 30, 2004
Assurant Solutions							• Total revenues:   $2,072 million
	Specialty Property		• Creditor-placed   homeowners insurance   (including tracking services)		• Mortgage lenders and   servicers		• Segment income before   income tax:   $119 million
			• Manufactured housing   homeowners insurance		• Manufactured housing   lenders, dealers,   independent   agents and vertically   integrated builders
	Consumer Protection		• Debt protection administration • Credit insurance • Warranties and extended    service contracts     -Appliances     -Automobiles and      recreational vehicles     - Consumer electronics     - Wireless devices		• Financial institutions   (including credit card   issuers) and retailers • Consumer electronics and   appliance retailers • Vehicle dealerships
Assurant Health							• Total revenues: $1,752 million
	Individual Health		• PPO • Short-term medical   insurance • Student medical insurance		• Independent agents • National accounts • Internet		• Segment income before income tax: $189 million
	Small Employer Group Health		• PPO		• Independent agents
Assurant Employee Benefits			• Group dental insurance     -Employer-paid     -Employee-paid • Group disability insurance • Group term life insurance		• Employee benefit advisors • Brokers • DRMS(1)		• Total revenues: $1,066 million • Segment income before income tax:   $65 million
Assurant PreNeed			• Pre-funded funeral insurance		• SCI • Independent funeral homes		• Total revenues: $559 million • Segment income before income tax: $39 million

(1)	DRMS refers to Disability Reinsurance Management Services, Inc., one of our wholly owned subsidiaries that provides a turnkey facility to other insurers to write principally group disability insurance.

93

---

Table of Contents

      We also have a Corporate and Other segment, which includes activities of the holding company, financing expenses, net realized gains (losses) on investments, interest income earned from short-term investments held and, prior to 2004, interest income from excess surplus of insurance subsidiaries not allocated to other segments. The Corporate and Other segment also includes the results of operations of (i) FFG (a division we sold on April 2, 2001) and (ii) LTC (a business we sold on March 1, 2000) for the periods prior to their disposition, and amortization of deferred gains associated with the portions of the sales of FFG and LTC sold through reinsurance agreements as described above. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Corporate and Other.”

Recent Accomplishments

      Our business has exhibited strong performance through the first three fiscal quarters of 2004, which we believe demonstrates the strength of our diversified specialty insurance operating model. We generated higher net income than during the comparable period in 2003 and the book value of our stockholders’ equity increased by 6% from December 31, 2003 through September 30, 2004 (pro forma to include in the December 31, 2003 stockholders’ equity the $725.5 million capital contribution we received from Fortis in February 2004 in connection with our initial public offering). Over this period, we generated total revenues of $5,536 million and net income of $264 million. This was achieved in a period of unprecedented hurricane activity during which we incurred substantial claims associated with these storms.

      We continued to focus on deploying our capital in an efficient manner. Using cash flow generated from operations as well as capital released as a result of our ongoing effort to consolidate legal entities, we returned capital to our stockholders through both quarterly cash dividends of $0.07 per share and the repurchase of 2.4 million outstanding shares of common stock through December 31, 2004.

      We also executed on our strategy of strengthening our existing distribution relationships and adding new partners. For example, we renewed our exclusive health insurance distribution agreement with State Farm, and expanded our agreement with General Electric signed in 2003 to provide extended service contracts on home appliances.

      Our operating segments continue to build their positions in their specialty market niches. In Assurant Solutions, we have seen strong top-line growth in specialty property, resulting in improved operating results when hurricane losses are excluded. Our consumer protection solutions revenues have also grown. Extended service contract revenues in both domestic and international markets as well as international credit insurance revenues have grown as well. This growth has helped to offset the continued run-off of our U.S. credit insurance business. In Assurant Health, individual medical insurance premiums have grown significantly in 2004. Our underwriting strength and pricing discipline, combined with favorable claims development, drove combined ratios in Assurant Health to historical lows in 2004. Additionally, we have seen an increasing percentage of our individual health insurance sales sold in conjunction with HSAs. In Assurant Employee Benefits, we have continued to focus on the attractive employee-paid, or voluntary, market segment. In Assurant PreNeed, we instituted several expense management initiatives to help offset the negative impact of continued low interest rates.

      For the nine-month period ended September 30, 2004, Assurant Solutions generated total revenues of $2,072 million, versus $1,978 million in the previous nine-month period. Assurant Health generated $1,753 million of total revenues in this period, versus $1,536 million in the previous nine-month period. Assurant Employee Benefits generated $1,066 million of total revenues in this period, versus $1,062 million in the previous nine-month period. Assurant PreNeed generated $559 million in total revenues in this period, versus $544 million in the previous nine-month period.

Competitive Strengths

      We believe our competitive strengths include:

	•	Leadership Positions in Specialized Markets;
	•	Strong Relationships with Key Clients and Distributors;

94

---

Table of Contents

	•	History of Product Innovation and Ability to Adapt to Changing Market Conditions;
	•	Disciplined Approach to Underwriting and Risk Management;
	•	Prudent Capital Management;
	•	Diverse Business Mix and Excellent Financial Strength; and
	•	Experienced Management Team with Proven Track Record and Entrepreneurial Culture.

      Leadership Positions in Specialized Markets. We are a market leader in many of our chosen markets. We hold a leading position or are aligned with clients who are leaders in creditor-placed homeowners insurance based on servicing volume, manufactured housing homeowners insurance based on number of homes built and credit insurance and debt protection administration based on credit card balances outstanding. In addition, we are market leaders in group dental plans sponsored by employers based on the number of subscribers and based on the number of master contracts in force, as well as a market leader in pre-funded funeral insurance based on face amount of new policies sold. We seek to participate in markets in which there are a limited number of competitors and that allow us to achieve a market leading position by capitalizing on our market expertise and capabilities in complex administration and systems, as well as on our established distribution relationships. We believe that our leadership positions provide us with the opportunity to generate high returns in these niche markets.

      Strong Relationships with Key Clients and Distributors. As a result of our expertise in business-to-business management, we have created strong relationships with our distributors and clients in each of the niche markets we serve. In our Assurant Solutions segment, we have strong long-term relationships in the United States with six of the ten largest mortgage lenders and servicers based on servicing volume, three of the six largest manufactured housing builders based on number of homes built, eight of the ten largest general purpose credit card issuers based on credit card balances outstanding and five of the ten largest consumer electronics and appliances retailers based on combined product sales. Assurant Solutions’ relationships with these distributors and clients average more than ten years. In our Assurant Health segment, we have exclusive distribution relationships with leading insurance companies based on total assets, as well as relationships with independent brokers. Through exclusive distribution relationships with companies such as IPSI, a wholly owned subsidiary of State Farm, and USAA, we gain access to a broad distribution network and a significant number of potential customers. In our Assurant PreNeed segment, we distribute our pre-funded funeral insurance products through two distribution channels: the independent channel, which distributes through approximately 2,000 funeral homes and selected third-party general agencies, and our AMLIC channel, which distributes through an exclusive relationship with SCI in North America. Our policies are sold by licensed insurance agents or enrollers who in some cases may also be a funeral director. We believe that the strength of our distribution relationships enables us to market our products and services to our customers in an effective and efficient manner that would be difficult for our competitors to replicate.

      History of Product Innovation and Ability to Adapt to Changing Market Conditions. We are able to adapt quickly to changing market conditions by tailoring our product and service offerings to the specific needs of our clients. This flexibility has developed, in part, as a result of our entrepreneurial focus and the encouragement of management autonomy at each business segment. By understanding the dynamics of our core markets, we design innovative products and services to seek to sustain profitable growth and market leading positions. For instance, we believe we were one of the first providers of credit insurance to migrate towards fee-based debt protection solutions for our financial institution clients. This has allowed us to meet the evolving needs of our clients. It also has allowed us to continue generating profitable business despite a significant regulatory change that permitted financial institutions to offer debt protection products similar to credit insurance as part of their basic loan agreements with customers without being subject to insurance regulations. Other examples of our innovative products include: warranty products in our property business designed specifically for vertically integrated manufacturers of manufactured homes; specialty products, such as short-term health insurance, to address specific developments in the health insurance market and HSA features in our individual health products, which we were one of the first companies to offer. In addition, we developed our creditor-placed homeowners insurance business when we perceived a niche market opportunity.

95

---

Table of Contents

      Disciplined Approach to Underwriting and Risk Management. Our businesses share best practices of disciplined underwriting and risk management. We focus on generating profitability through careful analysis of risks and draw on our experience in core specialized markets. Examples of tools we use to manage our risk include our tele-underwriting program, which enables our trained underwriters to interview individual health insurance applicants over the telephone, as well as our electronic billing service in Assurant Employee Benefits, which enables us to collect more accurate data regarding eligibility of insureds. Also, at Assurant Solutions, in order to align our clients’ interests with ours and to help us to better manage risk exposure, a significant portion of Assurant Solutions’ consumer protection solutions contracts are written on a retrospective commission basis, which permits Assurant Solutions to adjust commissions based on claims experience. Under this contingent commission arrangement, compensation to the financial institutions and other agents distributing our products is predicated upon the actual losses incurred compared to premiums earned after a specific net allowance to Assurant Solutions. We also continually seek to improve and redesign our product offerings based on our underwriting experience. In addition, we closely monitor regulatory and market developments and adapt our approach as we deem necessary to achieve our underwriting and risk management goals. In Assurant Health, for example, we have exited states in which we were not achieving acceptable profitability and have re-entered states where the insurance environments have become more favorable. We are focused on loss containment, and we purchase reinsurance as a risk management tool to diversify risk and protect against unexpected events, such as catastrophes. We believe that our disciplined underwriting and risk management philosophy have enabled us to realize above average financial returns while focusing on our strategic objectives.

      Prudent Capital Management. We focus on generating above-average returns on a risk-adjusted basis from our operating activities. We invest capital in our operating business segments when we identify attractive profit opportunities in our target markets. To the extent that we believe we can achieve, maintain or improve on leadership positions in these markets by deploying our capital and leveraging our expertise and other competitive advantages, we have done so with the expectation of generating high returns. When expected returns have justified continued investment, we have reinvested cash from operations into enhancing and growing our operating business segments through the development of new products and services, additional distribution relationships and other operational improvements. In addition, when we have identified external opportunities that are consistent with these objectives, we have acquired businesses, portfolios, distribution relationships, personnel or other resources. For example, we acquired Protective Life Corporation’s Dental Benefits Division in December 2001. Finally, our management has consistently taken a disciplined approach towards withdrawing capital when businesses are no longer anticipated to meet our expectations. For example, we have exited or divested a number of operations including our LTC division, which was sold to John Hancock in 2000 and our FFG division, which was sold to The Hartford in 2001. We believe we have benefited from having the discipline and flexibility to deploy capital opportunistically and prudently to maximize returns to our stockholders.

      Diverse Business Mix and Excellent Financial Strength. We have four operating business segments across distinct areas of the insurance market. These businesses are generally not affected in the same way by economic and operating trends, which we believe allows us to maintain a greater level of financial stability than many of our competitors across business and economic cycles. In addition, as of September 30, 2004, we had $23,638 million of total assets, including separate accounts, and $3,555 million of stockholders’ equity. Our domestic operating insurance subsidiaries rated by A.M. Best have financial strength ratings of A (“Excellent”) or A- (“Excellent”) from A.M. Best, six of our domestic operating insurance subsidiaries have financial strength ratings of A2 (“Good”) or A3 (“Good”) from Moody’s and seven of our domestic operating insurance subsidiaries have financial strength ratings of A (“Strong”) or A- (“Strong”) from S&P. We employ a conservative investment policy and our portfolio primarily consists of high grade fixed income securities. As of September 30, 2004, we had $11,434 million of investments, consisting primarily of investment grade bonds with an average rating of “A”. We believe our solid capital base and overall financial strength allow us to distinguish ourselves from our competitors and continue to enable us to attract clients that are seeking long-term financial stability.

      Experienced Management Team with Proven Track Record and Entrepreneurial Culture. We have a talented and experienced management team both at the corporate level and at each of our business segments.

96

---

Table of Contents

Growth Strategy

      Our objective is to achieve superior financial performance by enhancing our leading positions in our specialized niche insurance and related businesses. We intend to achieve this objective by continuing to execute the following strategies in pursuit of profitable growth:

	•	Enhance Market Position in Our Business Lines;
	•	Develop New Distribution Channels and Strategic Alliances;
	•	Deploy Capital and Resources to Maintain Flexibility and Establish or Enhance Market Leading Positions;
	•	Maintain Disciplined Pricing Approach; and
	•	Continue to Manage Capital Prudently.

      Enhance Market Position in Our Business Lines. We have leading market positions in several of our business lines. We have been selective in developing our product and service offerings and will continue to focus on providing products and services to those markets that we believe offer attractive growth opportunities. We will also seek to continue penetrating our target markets and expand our market positions by developing and introducing new products and services that are tailored to the specific needs of our clients. For example, we are developing products that are targeted to purchasers of recreational vehicles, cell phones and other consumer products. In addition, we will continue to market our products to our existing client base and seek to identify clients in new target markets such as Brazil, Mexico, Argentina and other countries with emerging middle class populations.

      Develop New Distribution Channels and Strategic Alliances. We have a strong, multi-channel distribution network already in place with leading market participants. These relationships have been critical to our market penetration and growth. We will continue to be selective in developing new distribution channels as we seek to expand our market share, enter new geographic markets and develop new niche businesses. For example, we have entered into a strategic alliance with GE Consumer Products, which will enable us to sell and administer extended service contracts for consumer electronics, major appliances and other consumer goods to General Electric’s customers.

      Deploy Capital and Resources to Maintain Flexibility and Establish or Enhance Market Leading Positions. We seek to deploy our capital and resources in a manner that provides us with the flexibility to grow internally through product development, new distribution relationships and investments in technology, as well as to pursue acquisitions. As we expand through internal growth and acquisitions, we intend to leverage our expertise in risk management, underwriting and business-to-business management, as well as our technological capabilities in running complex administration systems and support services.

      Maintain Disciplined Pricing Approach. We intend to maintain our disciplined pricing approach by seeking to focus on profitable products and markets and by pursuing a flexible approach to product design. We continuously evaluate the profitability of our products, and we will continue to pursue pricing strategies and adjust our mix of businesses by geography and by product so that we can maintain attractive pricing and margins. We seek to price our products at levels in order to achieve our target profit objectives.

97

---

Table of Contents

      Continue to Manage Capital Prudently. We intend to manage our capital prudently relative to our risk exposure to maximize profitability and long-term growth in stockholder value. Our capital management strategy is to maintain financial strength through conservative and disciplined risk management practices. We do this through product design, strong underwriting and risk selection and prudent claims management and pricing. In addition, we will maintain our conservative investment portfolio management philosophy and properly manage our invested assets in order to match the duration of our insurance product liabilities. We will continue to manage our business segments with the appropriate level of capital required to obtain the ratings necessary to operate in their markets and to satisfy various regulatory requirements. We will also continue to evaluate ways to reduce costs in each of our business lines, including by streamlining the number of legal entities through which we operate.

98

---

Table of Contents

Operating Business Segments

      Our business is comprised of four operating business segments: Assurant Solutions; Assurant Health; Assurant Employee Benefits; and Assurant PreNeed. We also have a Corporate and Other segment. Our business segments and the related net earned premiums and other considerations and fees and other income and segment income before income tax generated by those segments are as follows for the periods indicated:

Net Earned Premiums and Other Considerations and Fees and Other Income by Business Segment

					For the Nine Months								For the Year
					Ended								Ended
					September 30, 2004								December 31, 2003
					(in millions)
Assurant Solutions:
	Specialty Property				$	604				12	%		$	765				12	%
	Consumer Protection					1,330				27				1,726				27
		Total Assurant Solutions				1,934				39				2,491				39
Assurant Health:
	Individual					924				18				1,060				17
	Small Employer Group					778				16				982				15
		Total Assurant Health				1,702				34				2,042				32
Assurant Employee Benefits						955				19				1,310				21
Assurant PreNeed						405				8				534				8
Corporate and Other						2				—				11				—
			Total Business Segments		$	4,998				100	%		$	6,388				100	%

Segment Income (Loss) Before Income Tax by Business Segment

			For the Nine Months								For the Year
			Ended								Ended
			September 30, 2004								December 31, 2003
			(in millions)
Assurant Solutions			$	119				30	%		$	189				73	%
Assurant Health				189				48				185				71
Assurant Employee Benefits				65				16				96				37
Assurant PreNeed				39				10				55				21
Corporate and Other				(16	)			(4	)			(265	)			(102	)
	Total Business Segments		$	396				100	%		$	260				100	%

      The amount of our total revenues, segment income before and after income tax and total assets by segment and the amount of our revenues and long-lived assets by geographic region is set forth in Note 20 to our consolidated financial statements.

	Assurant Solutions

      Assurant Solutions, which we began operating with the acquisition of American Security Group in 1980, has leadership positions or is aligned with clients who are leaders in creditor-placed homeowners insurance and related mortgage tracking services based on servicing volume, manufactured housing homeowners insurance based on number of homes built and debt protection administration based on credit card balances outstanding. We develop, underwrite and market our specialty insurance products and services through collaborative relationships with our clients (financial institutions, retailers, manufactured housing and automobile dealers, utilities and other entities) to their customers. We serve our clients throughout North America, the Caribbean and selected countries in South America and Europe.

99

---

Table of Contents

      Our principal business lines within our Assurant Solutions segment have experienced growth in varying degrees. Growth in premiums in the homeowners market has been driven by increased home purchase activity due to the low interest rate environment, appreciation in home values, an increasing percentage of the population purchasing homes and mortgage industry consolidation. The manufactured housing market has been more challenging because of a more restrictive lending environment with fewer lenders extending credit and increasingly strict underwriting standards being applied since the late 1990’s. Finally, the domestic consumer credit insurance market has been contracting due to an adverse regulatory environment; however, this decline has been offset somewhat by accelerating growth in the debt protection market. This adverse regulatory environment has included, in the last few years, many state regulatory interpretations that impose rigorous agent licensing requirements for employees of lenders who offer credit insurance products as well as federal legislation which dissuades, and various state laws that either dissuade or prohibit, financial institutions from financing single premium credit or other credit insurance on consumer or home loans secured by real estate.

      In Assurant Solutions, we provide specialty property and consumer protection products and services. In our specialty property solutions division, our strategy is to further develop our creditor-placed homeowners and manufactured housing homeowners insurance products and related services in order to maintain our leadership position or relationships with clients who are leaders and to gain market share in the mortgage and manufactured housing industries, as well as to develop our renters’ insurance product line. Renters’ insurance generally provides coverage for the contents of a renter’s home or apartment and for liability. In our consumer protection solutions division, we intend to continue to focus on being a low-cost provider of debt protection administration services, to leverage our administrative infrastructure with our large customer base clients and to manage the switch from credit insurance programs to debt protection programs in the United States. In addition, our consumer protection solutions segment offers a variety of warranties and extended service contracts on consumer electronics, personal computers, appliances and vehicles.

      The following table provides net earned premiums and other considerations and fees and other income for Assurant Solutions for the periods indicated:

					For the Nine
					Months Ended								For the Year Ended
					September 30,								December 31,
					2004				2003				2003				2002				2001
					(in millions)
Net earned premiums and other considerations:
	Specialty Property				$	578			$	527			$	733			$	552			$	452
	Consumer Protection					1,258				1,210				1,629				1,525				1,454
		Total				1,836				1,737				2,362				2,077				1,906
Fees and other income						98				99				129				119				98
			Total		$	1,934			$	1,836			$	2,491			$	2,196			$	2,004

	Products and Services

      Specialty Property Solutions. We underwrite a variety of creditor-placed and voluntary homeowners insurance as well as property coverages on manufactured housing, specialty automobiles, including antique automobiles, recreational vehicles, including motorcycles and watercraft, and leased and financed equipment. We also offer complementary programs such as flood insurance, renters’ insurance and various other property coverages. We are a leading provider of creditor-placed and other collateral protection insurance programs based on number of homes built. These other collateral protection insurance programs may include those that protect a lender’s interest in homes, manufactured homes and automobiles. We also offer administration services for some of the largest mortgage lenders and servicers, manufactured housing lenders, dealers and vertically integrated builders in the United States. Many of our products and services are sold in conjunction with the sale or lease of the underlying property, vehicle or equipment by our clients. Our market strategy is to

100

---

Table of Contents

      The homeowners insurance product line is our largest line in our specialty property solutions division and accounted for approximately 17.1% of Assurant Solutions’ net earned premiums for the nine months ended September 30, 2004. The primary program within this line is our creditor-placed homeowners insurance. Creditor-placed homeowners insurance generally consists of fire and dwelling insurance that we provide to ensure collateral protection to a mortgage lender in the event that a homeowner fails to purchase or renew homeowners insurance on a mortgaged dwelling. In our typical arrangements with our mortgage lender and servicer clients, we agree that we will monitor the client’s mortgage loan portfolio over time to verify the existence of homeowners insurance protecting the lender’s interest in the underlying properties. We have developed a proprietary insurance tracking and administration process to verify the existence of insurance on a mortgaged property. In situations where such mortgaged property does not have appropriate insurance and after notification to the mortgageholder of the failure to have such insurance, we issue creditor-placed insurance policies to ensure the mortgaged property is protected.

      We also provide fee-based services to our mortgage lender and servicer clients in the creditor-placed homeowners insurance administration area, which services are complementary to our insurance products. Our ability to offer these services is a critical factor in establishing relationships with our clients. The vast majority of our mortgage lender and servicer clients outsource their insurance processing to us. These fee-based services include receipt of the insurance-related mail, matching of insurance information to specific loans, payment of insurance premiums on escrowed accounts, insurance-related customer service, loss draft administration and other related services. Loss drafts refers to the payment of insurance proceeds for a claim resulting from a loss to insured mortgage property.

      The second largest specialty property line in our specialty property solutions division is homeowners insurance for owners of manufactured homes, which accounted for approximately 8.8% of Assurant Solutions’ net earned premiums for the nine months ended September 30, 2004. We primarily distribute our manufactured housing insurance programs utilizing three marketing channels. Our primary channel is the nation’s leading manufactured housing retailers based on number of homes built. Through our proprietary premium rating technology, which is integrated with our clients’ sales process, we are able to offer our property coverages at the time the home is being sold, thus enhancing our ability to penetrate the new home point-of-sale market place. We also offer our programs to independent specialty agents who distribute our products to individuals subsequent to new home purchases. Finally, we perform the collateral tracking, homeowners insurance placement and administration services for manufactured housing lending organizations. Through these collaborative relationships, we place our homeowners coverage on the manufactured home in the event that the homeowner fails to obtain or renew homeowners coverage on the home. In a typical arrangement with a manufactured housing lending organization, we agree to monitor the organization’s portfolio of loans over time to verify the existence of homeowners insurance protecting the organization’s interest in the underlying manufactured homes.

      We also provide voluntary homeowners insurance and voluntary manufactured housing homeowners insurance, which generally provide comprehensive coverage for the structure, contents and liability, as well as coverage for floods.

      Consumer Protection Solutions. We offer a broad array of credit insurance programs, debt protection services and product warranties and extended service contracts, all of which are consumer-related, both domestically and in selected international markets. Consumer protection products and services accounted for approximately 68.5% of Assurant Solutions’ net earned premiums for the nine months ended September 30, 2004. Credit insurance and debt protection programs generally offer a consumer a convenient option to protect a credit card or installment loan in the event of a disability, unemployment or death so that the amount of coverage purchased equals the amount of outstanding debt. Under the credit insurance program, the loan or credit card balance is paid off in the case of death and, in the case of unemployment or disability, payments are made on the loan until the covered holder is employed again or medically able to return to work. Under the terms and conditions of a debt protection agreement, the monthly interest due from a customer may be waived

101

---

Table of Contents

      Almost all of the largest credit card issuing institutions in the United States have switched from offering credit insurance to their credit card customers to offering their own banking-approved debt protection programs. Assurant Solutions has been able to maintain all of its major credit card clients as they switched from our credit insurance programs to their debt protection programs. We earn fee income rather than net earned premiums from our debt protection administration services. In addition, margins are lower in debt protection administration than in traditional credit insurance programs. However, because debt protection is not an insurance product, certain costs, such as regulatory costs and costs of capital, are expected to be eliminated as the transition from credit insurance to debt protection administration services continues. The fees from debt protection administration do not fully compensate for the decrease in credit insurance premiums. In addition, we continue to provide credit insurance programs for many of the leading retailers, consumer finance companies and other institutions who are involved in consumer lending transactions. For the first nine months of 2004 compared to the same period in 2003, our net earned premiums in the U.S. credit insurance business decreased by approximately $64 million while debt protection fee income increased by $1.6 million. However, the decrease in credit insurance net earned premiums is not analogous to the increase in debt protection fee income because in the credit insurance business we bear insurance risk and pay claims, whereas in the debt protection business we bear no insurance risk and we collect fees for the administrative services we render.

      We also underwrite, and provide administration services on, warranties and extended service contracts on appliances, consumer electronics, including personal computers, cellular phones and other wireless devices, and vehicles, including automobiles, recreational vehicles and boats. Our strategy is to provide our clients with all aspects of the warranty or extended service contract, including:

	•	program design;
	•	marketing strategy;
	•	technologically advanced administration;
	•	claims handling; and
	•	customer service.

      We believe that we maintain a unique differentiated position in the marketplace as a provider of both the required administrative infrastructure and insurance underwriting capabilities.

      On September 26, 2003, Assurant Solutions entered into an agreement with General Electric to become the obligor and insurer of all extended service contracts issued directly by entities of GE Consumer Products and their clients. In addition, Assurant Solutions has become the administrator of service contracts covering personal computer products as well as a variety of lawn and garden products.

	Marketing and Distribution

      Assurant Solutions markets its insurance programs and administration services directly to:

	•	large financial institutions;
	•	mortgage lenders and servicers;
	•	credit card issuers;

102

---

Table of Contents

	•	finance companies;
	•	automobile retailers;
	•	consumer electronics retailers;
	•	manufactured housing lenders, dealers and vertically integrated builders; and
	•	other institutions.

      Assurant Solutions enters into exclusive and other distribution agreements, typically with terms of one to five years, and develops interdependent systems with its clients that permit Assurant Solutions’ information systems to interface with its clients’ systems in order to exchange information in a seamless and integrated manner. For example, in our manufactured housing business, Assurant Solutions has developed a technology that interfaces its policy management system into its clients’ loan administration platforms. Through its long-standing relationships, Assurant Solutions has access to numerous potential policyholders and, in collaboration with its clients can tailor its products to suit various market segments. Assurant Solutions maintains a dedicated sales force that establishes and maintains relationships with its clients. Assurant Solutions has a disciplined multiple step business development process that is employed by its direct sales force. This multiple step business development process is a sales methodology for contacting, negotiating and consummating business relationships with new clients and enhancing business relationships with existing clients. Assurant Solutions maintains a specialized consumer acquisition marketing services group that manages its direct marketing efforts on behalf of its clients.

      In the United States, we have strong distribution relationships with six out of the ten largest mortgage lenders and servicers based on servicing volume, three out of the six largest manufactured housing builders based on number of homes built, eight out of the ten largest general purpose credit card issuers based on credit card balances outstanding and five out of the ten largest consumer electronics and appliances retailers based on combined product sales. Assurant Solutions’ relationship with these distributors and clients average more than ten years.

	Underwriting and Risk Management

      We, along with Assurant Solutions’ predecessors, have over 50 years of experience in providing specialty insurance programs and therefore maintain extensive proprietary actuarial databases and catastrophe models. We believe these databases and catastrophe models enable us to better identify and quantify the expected loss experience of particular products and are employed in the design of our products and the establishment of rates.

      We have a disciplined approach to the management of our property product lines. We vigilantly monitor pricing adequacy on a product by region, state, risk and producer. Subject to regulatory considerations, we seek to make timely commission, premium and coverage modifications where we determine them to be appropriate. In addition, we maintain a segregated risk management area for property exposures whose emphasis includes catastrophic exposure management, reinsurance purchasing and analytical review of profitability based on various catastrophe models. We do not underwrite in our creditor-placed homeowners insurance line, as our contracts with our clients require that we automatically issue these policies, after notice, when a policyholder’s homeowners policy lapses or is terminated.

      A distinct characteristic of our credit insurance programs is that the majority of these products have relatively low exposures. This is because policy size is equal to the size of the installment loan or credit card balance. Thus, loss severity for most of this business is low relative to other insurance companies writing more traditional lines of insurance. For those product lines where there is exposure to catastrophes (for example, our homeowners policies), we closely monitor and manage our aggregate risk exposure by geographic area and have entered into reinsurance treaties to manage our exposure to these types of events.

      Also, a significant portion of Assurant Solutions’ consumer protection solutions contracts are written on a retrospective commission basis, which permits Assurant Solutions to adjust commissions based on claims experience. Under this performance based arrangement, as permitted, compensation to the financial institu-

103

---

Table of Contents

      In Assurant Solutions, our claims processing is highly automated and combines the efficiency of centralized claims handling, customer service centers and the flexibility of field representatives. This flexibility adds savings and efficiencies to the claims-handling process. Our claims department also provides automated feedback to help with risk assessment and pricing. In our specialty property solutions division, we complement our automated claims processing with field representatives who manage the claims process on the ground where and when needed.

Assurant Health

      Assurant Health, which we began operating in 1978, is a writer of individual and short-term major medical health insurance. We also provide small employer group health insurance to employer groups primarily of two to 50 employees in size, and health insurance plans to full-time college students. We serve more than 1.1 million people throughout the United States. We were one of the first companies to offer the Medical Savings Account (MSA) feature as part of our individual health products and, due to the enactment of the Medicare Prescription and Modernization Act, effective January 1, 2004, we began to offer an HSA feature instead of the MSA feature. HSAs are tax-sheltered savings accounts earmarked for medical expenses and are established in conjunction with one of our qualified high deductible health plans.

      We expect growth in the health insurance market to be driven by inflation and increases in the cost of providing medical care as well as growth in demand for individual and small group medical products. We generally expect medical cost inflation to be a principal driver of growth in this market; however, reduced funding of health insurance by employers and the increasing attractiveness and flexibility of HSAs could create opportunities for the individual medical insurance market to expand. We believe that the number of persons covered by individually purchased health insurance as well as the number of small employer groups in the United States could increase as a result of HSAs because HSAs will increase health insurance options available to consumers and would make health insurance more affordable.

      At Assurant Health, we intend to continue to concentrate on developing our product capabilities in the individual health insurance market. From 2000 through September 2004, we increased the relative percentage of individual health insurance products to our total health insurance products from approximately 30% of premium dollars to approximately 55% of premium dollars. We have a variety of distribution relationships focused on the individual health insurance market. We seek to maintain the lowest combined ratio of any of our major competitors serving the health care financing needs of individuals, families and small employer groups. We have made progress in achieving this goal and believe we currently have one of the lowest combined ratios in our industry based on the reported results of publicly-traded managed care and health insurance companies as of September 30, 2004.

104

---

Table of Contents

      The following table provides net earned premiums and other considerations, fees and other income and other operating data for Assurant Health for the periods and as of the dates indicated:

					For the Nine
					Months Ended								For the Year Ended
					September 30,								December 31,
					2004				2003				2003				2002				2001
					(in millions, except operating statistics
					and membership data)
Net earned premiums and other considerations:
	Individual				$	904			$	756			$	1,036			$	880			$	738
	Small employer group					769				720				973				954				1,100
		Total				1,673				1,476				2,009				1,834				1,838
	Fees and other income					29				24				33				23				14
			Total		$	1,702			$	1,500			$	2,042			$	1,857			$	1,852
Operating statistics:
	Loss ratio(1)					63.6	%			65.4	%			65.6	%			66.6	%			71.1	%
	Expense ratio(2)					29.3	%			28.6	%			28.9	%			29.4	%			26.8	%
	Combined ratio(3)					91.8	%			93.0	%			93.3	%			95.2	%			97.3	%
Membership by product line (in thousands):
	Individual					807				755				761				670				600
	Small employer group					348				365				376				355				420
		Total membership				1,155				1,120				1,137				1,025				1,020

(1)	The loss ratio is equal to policyholder benefits divided by net earned premiums and other considerations.
(2)	The expense ratio is equal to selling, underwriting and general expenses divided by net earned premiums and other considerations and fees and other income.
(3)	The combined ratio is equal to total benefits, losses and expenses divided by net earned premiums and other considerations and fees and other income.

	Products and Services

      Individual Health Insurance Products. Assurant Health’s individual health insurance products are sold to individuals, primarily between the ages of 18 and 64 years, and their families who do not have employer-sponsored coverage. Due to increasingly stringent federal and state restrictions relating to insurance policies sold directly to individuals, we emphasize the sale of individual products through associations and trusts that act as the master policyholder for such products. Our association and trust products offer greater flexibility in pricing, underwriting and product design compared to products sold directly to individuals on a true individual policy basis.

      Substantially all of the individual health insurance products we sell are PPO plans, which offer the member the ability to select any health care provider, with benefits reimbursed at a higher level when care is received from a participating network provider. Coverage is typically subject to co-payments or deductibles and coinsurance, with member cost sharing for covered services limited by lifetime policy maximums of up to $3 million, with options to purchase between $6 million and $8 million. Product features often included in these plans are inpatient pre-certification, benefits for preventative services and an optional HSA to accompany a high deductible health plan. These major medical insurance products are individually underwritten taking into account the member’s medical history and other factors. The remaining products we sell are indemnity, or fee-for-service, plans. Indemnity plans offer the member the ability to select any health care provider for covered services.

105

---

Table of Contents

      At September 30, 2004 and December 31, 2003, we had total in force medical policies of 323,100 and 306,400, respectively, covering approximately 649,000 and 613,000 individuals, respectively. Approximately 21% of the members covered by individual health insurance policies we sold in 2003 included an MSA and approximately 36% of the members covered by individual health insurance policies we sold in the nine months ended September 30, 2004 were sold in conjunction with an HSA.

      Assurant Health markets additional products to the individual market: short-term medical insurance and student health coverage plans. The short-term medical insurance product is designed for individuals who are between jobs or seeking interim coverage before their major medical coverage becomes effective. Short-term medical insurance products are generally sold to individuals with gaps in coverage for 12 months or less. Student health coverage plans are medical insurance plans sold to full-time college students who are not covered by their parents’ health insurance, are no longer eligible for dependant coverage or are seeking a more comprehensive alternative to a college-sponsored plan.

      Small Employer Health Insurance Products. Our small employer market primarily includes companies with two to 50 employees, although larger employer coverage is available. Our average group size, as of September 30, 2004, was approximately five employees.

      Substantially all of the small employer health insurance products that we sold in 2003 and the first nine months of 2004 were PPO products. At September 30, 2004 and December 31, 2003, we had total in force medical certificates of 190,600 and 204,000, respectively, covering approximately 348,000 and 376,000 individuals, respectively. The number of small employer groups as of September 30, 2004 and December 31, 2003 was approximately 35,200 and 37,700, respectively.

      We offer Health Reimbursement Accounts (HRAs), which are employer-funded accounts provided to employees for reimbursement of qualifying medical expenses. We also offer certain ancillary products to meet the demands of small employers for life insurance, short-term disability insurance and dental insurance. In addition, beginning in January 2004, we began offering HSA products to individuals and small employer groups.

	Marketing and Distribution

      Our health insurance products are principally marketed to an extensive network of independent agents by Assurant Health distributors. Approximately 165,000 agents had access to Assurant Health products during the first nine months of 2004. We also market our products to individuals through a variety of exclusive and non-exclusive national account relationships and direct distribution channels. In addition, we market our products through NorthStar Marketing, a wholly owned affiliate that proactively seeks business directly from independent agents. Since 2000, Assurant Health has had an exclusive national marketing agreement with IPSI, a wholly owned subsidiary of State Farm, pursuant to which IPSI captive agents market Assurant Health’s individual health products. Captive agents are representatives of a single insurer or group of insurers who are obligated to submit business only to that insurer, or at a minimum, give that insurer first refusal rights on a sale. The term of this agreement with IPSI will expire in June 2008, but may be extended if agreed to by both parties. In addition, Assurant Health has an exclusive distribution relationship with USAA to market Assurant Health’s individual health products. The agreement that provides for our arrangement with USAA terminates in July 2005, but may be extended for a one-year period if agreed to by both parties. All of these arrangements have four-year terms from their commencement dates and are generally terminable upon bankruptcy or similar proceeding or a breach of a material provision by either party. Additionally, some of these arrangements permit termination after a specified notice period. We also have a solid relationship with Health Advocates Alliance, the association through which we provide many of our individual health insurance products through Assurant Health’s agreement with Health Advocates Alliance’s administrator National Administration Company, Inc. The term of this agreement with National Administration Company will expire in September 2006, but will be automatically extended for an additional two-year term unless prior notice of a party’s intent to terminate is given to the other party. Assurant Health also has had a long-term relationship with Rogers Benefit Group, a national marketing organization through which we offer our products through 60

106

---

Table of Contents

	Underwriting and Risk Management

      Assurant Health’s underwriting and risk management capabilities include pricing discipline, policy underwriting, renewal optimization, development and retention of provider networks and claims processing.

      In establishing premium rates for our health care plans, we use underwriting criteria based upon our accumulated actuarial data, with adjustments for factors such as claims experience and member demographics to evaluate anticipated health care costs. Our pricing considers the expected frequency and severity of claims and the costs of providing the necessary coverage, including the cost of administering policy benefits, sales and other administrative costs. State rate regulation significantly affects pricing. Our health insurance operations are subject to a variety of legislative and regulatory requirements and restrictions covering a range of trade and claim settlement practices. State insurance regulatory authorities have broad discretion in approving a health insurer’s proposed rates. In addition, HIPAA requires certain guaranteed issuance and renewability of health insurance coverage for individuals and small employer groups and limits exclusions based on existing conditions.

      In our individual health insurance business, we medically underwrite our applicants and have implemented new programs to improve our underwriting process. These include our tele-underwriting program, which enables individual insurance applicants to be interviewed over the telephone by trained underwriters. Gathering information directly from prospective clients over the telephone greatly reduces the need for costly and time-consuming medical exams and physician reports. We believe this approach leads to lower costs, improved productivity, faster application processing times and improved underwriting information. Our individual underwriting considers not only an applicant’s medical history, but also lifestyle factors such as avocations and alcohol and drug and tobacco use. Our individual health insurance products generally permit us to rescind coverage if an insured has falsified his or her application.

      Assurant Health offers a broad choice of PPO network options in each of its markets and enrolls members in the network that Assurant Health believes reduces our price paid for health care services while providing high quality care. Assurant Health enrolls indemnity customers in selected PPO networks to obtain discounts on provider services that would otherwise not be available. In situations where a customer does not obtain services from a contracted provider, Assurant Health applies various usual and customary fees, which limit the amount paid to providers within specific geographic areas.

      Provider network contracts are a critical dimension in controlling medical costs since there is often a significant difference between a network negotiated rate and the non-discounted rate. To this end, we retain provider networks through a variety of relationships, which include leased networks that contract directly with individual health care providers, proprietary contracts and Private Health Care Systems, Inc. (PHCS). PHCS is a national private company that maintains a provider network, which consisted of approximately 4,200 hospitals and approximately 450,000 physicians as of September 30, 2004. Assurant Health was a co-founder of PHCS, and as of September 30, 2004 we owned approximately 38% of the company. PHCS has a staff solely dedicated to provider relations.

      We seek to manage claim costs in our PPO plans by selecting provider networks that have negotiated favorable arrangements with physicians, hospitals and other health care professionals and requiring participation in our various medical management programs. In addition, we manage costs through extensive underwriting, pricing and product design decisions intended to influence the behavior of our insureds. We provide case management programs and have doctors, nurses and pharmacists on staff who endeavor to manage risks related to medical claims and prescription costs.

      We utilize a broad range of focused traditional cost containment and care management processes across our various product lines to manage risk and to lower costs. These include case management, disease management and pharmacy benefits management programs. Our case management philosophy is built on helping our insureds confront a complex care system to find the appropriate care in a timely and cost effective

107

---

Table of Contents

      Effective July 1, 2003, Assurant Health transitioned its pharmacy benefits management function to Medco Health Solutions, formerly known as Merck-Medco. Medco Health Solutions has established itself as a leader in its industry with almost 60,000 participating pharmacies nationwide. Through Medco Health Solutions’ advanced technology platforms, Assurant Health is able to access information about customer utilization patterns on a more timely basis to improve its risk management capabilities. In addition to the technology-based advantages, Medco Health Solutions allows us to purchase our pharmacy benefits at competitive prices. Our agreement with Medco Health Solutions expires in June 2007. Assurant Health also utilizes co-payments and deductibles to reduce prescription drug costs.

      We employ approximately 540 claims employees in locations throughout the United States dedicated to Assurant Health. We have an appeals process pursuant to which policyholders can appeal claims decisions made.

Assurant Employee Benefits

      Assurant Employee Benefits, which we began operating with the acquisition of Mutual Benefit Life Group Division (now Fortis Benefits Insurance Company) in 1991, is a market leader in group dental benefit plans sponsored by employers and funded through payroll deductions based on the number of master contracts in force. We are also a leading provider of disability and term life insurance products and related services to small and medium-sized employers based on number of master contracts in force.

      In our core benefits business, we focus on employer-sponsored programs for employers with typically between 20 and 1,000 employees. We are willing to write programs for employers with more than 1,000 covered employees when they meet our risk profile. At September 30, 2004, substantially all of our coverages in force and 77% of our annualized premiums in force were for employers with less than 1,000 employees. We have a particularly strong emphasis on employers with under 250 employees, which represented approximately 97% and 60% of our in force coverages and premiums, respectively, as of September 30, 2004. Our average in force case size was 57 enrolled employees as of September 30, 2004.

      We believe that the small employer market is growing, and that there is no dominant player in the small group market. We believe that growth in our Assurant Employee Benefits segment will be principally driven by increases in the numbers of employees enrolled in our plans, inflation and increases in the cost of providing dental care and, for our group disability and term life business, increases in salaries. We believe that increased penetration of our target employer base could generate growth for this segment. According to the 2004 National Compensation Survey conducted by the Bureau of Labor Statistics, U.S. Department of Labor, in March 2004, 40% of full-time non-agricultural private industry employees lack employer provided or sponsored life insurance coverage, 54% lack short-term disability coverage, 64% lack long-term disability coverage and 54% lack dental coverage. During 2003, according to National Association of Dental Plans and Life Insurance Marketing Research Association studies, approximately $7.5 billion in annualized premiums of group dental, disability and life insurance was sold in the United States. Exclusive of group dental, for which historical data from these sources is not available, the average annual growth rate in sales of the remaining group products for 2000 through 2003 was 4.1% per year. We believe that our broad product and distribution coverage and our expertise in small case underwriting will position us favorably as these markets continue to grow.

      Trends in the U.S. employment market and, in particular, in the cost of the medical benefits component of total compensation, are leading an increasing number of employers to offer new benefits on a voluntary basis. That is, after originally vetting the insurer and typically selecting the particular plan features to be offered, the employer offers the new benefits to employees at their election and at their cost, administered through payroll deduction. Because these products can be economically distributed on this group basis and are convenient to purchase and maintain, they are appealing to employees who might have little opportunity or inclination to purchase similar coverage on an individual basis.

108

---

Table of Contents

      We believe that voluntary products represent a sizeable growth opportunity. Soliciting employees to enroll in employer-sponsored health plans requires effective communication and interaction with the target employee. We have reorganized our home office and sales operations to reflect the strategic importance of this area. As part of this reorganization, we have divided our sales force into those who sell voluntary products and those who sell “true group” products with each division collaborating with the other to help meet the needs of shared brokers and clients. True group is group insurance in which the employer or other group policyholder pays all or part of the premium on behalf of the insured members. We are also investing resources in enhanced enrollment and specialized administrative capabilities for the voluntary market.

      The following table provides net earned premiums and other considerations, fees and other income and other operating data for Assurant Employee Benefits for the periods and as of the dates indicated:

				For the Nine
				Months Ended								For the Year Ended
				September 30,								December 31,
				2004				2003				2003				2002(4)				2001(4)
				(in millions, except operating statistics
				and master contract data)
Net earned premiums and other considerations:
	Group dental			$	390			$	404			$	539			$	554			$	255
	Group disability				355				321				461				400				398
	Group life				188				195				256				279				281
		Total			933				920				1,256				1,233				934
Fees and other income					22				37				54				74				39
		Total		$	955			$	957			$	1,310			$	1,307			$	973
Operating statistics:
	Loss ratio(1)				74.7	%			72.6	%			73.3	%			76.6	%			79.0	%
	Expense ratio(2)				31.8	%			33.3	%			33.1	%			32.3	%			32.5	%
	Premium persistency ratio(3)				83.4	%			83.5	%			79.9	%			79.9	%			84.3	%
Number of direct master contracts (rounded to the nearest 100):
	Group dental				25,200				29,500				29,300				30,300				12,500
	Group disability				24,200				25,700				25,400				27,300				28,700
	Group life				25,200				25,000				25,200				25,600				25,500
		Total			74,600				80,200				79,900				83,200				66,700

(1)	The loss ratio is equal to policyholder benefits divided by net earned premiums and other considerations.
(2)	The expense ratio is equal to selling, underwriting and general expenses divided by net earned premiums and other considerations and fees and other income.
(3)	The premium persistency ratio is equal to the year-to-date (not annualized) rate at which existing business for all issue years at the beginning of the period remains in force at the end of the period. The calculation for the year ended December 31, 2002 excludes the Dental Benefits Division (DBD) of Protective Life Corporation.
(4)	The results of DBD, which we acquired on December 31, 2001, and the results of CORE, which we acquired on July 12, 2001, are included in the financial results of the Assurant Employee Benefits segment beginning in 2002 and July 2001, respectively. DBD at the time of acquisition was a leading provider of voluntary (employee-paid) indemnity dental and prepaid dental coverage for employee groups. CORE at the time of acquisition was a leading national provider of employee absence management services and a major provider of disability reinsurance management services to middle-market insurance carriers.

109

---

Table of Contents

	Products and Services

      Group Dental. Dental benefit plans provide for the funding of necessary or elective dental care. We provide both employee-paid and employer-paid plans. Plans may involve a traditional indemnity, or fee-for-service, arrangement, a PPO, a managed care, or “prepaid,” arrangement, or some combination of these programs with employee choice. In a PPO plan, insureds may select any dental provider, but benefits are reimbursed at a higher level when they visit a provider who participates in the PPO. Coverage is subject to deductibles, coinsurance and annual or lifetime maximums. In a prepaid plan, members must go to participating dentists in order to receive benefits. Depending upon the procedure, dental benefits are provided by participating dentists at either no cost or a nominal co-payment.

      Success in the group dental business requires strong provider network development and management skills, a focus on expense management and a claim system capable of efficiently and accurately adjudicating high volumes of transactions. We have developed local managed care networks in 26 states.

      In addition to fully insured dental benefits, we also offer administrative services only (ASO) for self-funded dental plans. Under these arrangements, the employers or sponsors pay Assurant Employee Benefits a fee for providing these services. As of October 1, 2004, our block of this business consisted of approximately 230 groups and approximately 83,000 covered employees and, for the nine months ended September 30, 2004, generated $3.1 million of fee revenue.

      As of September 30, 2004 and December 31, 2003, we had approximately 25,200 and 29,300 group dental plans insured or administered through this segment, respectively, covering or involving approximately 1.3 million and 1.4 million members, respectively.

      Group Disability Insurance. Group disability insurance provides partial replacement of lost earnings for insured employees who become disabled and otherwise qualify for benefits. Our group disability products include both short-term and long-term disability insurance. Group long-term disability insurance provides employees with insurance coverage for loss of income in the event of extended work absences due to sickness or injury. Most policies begin providing benefits following 90 or 180 day waiting periods, and benefits are limited to specified maximums as a percentage of income. Group short-term disability insurance provides coverage for temporary loss of income due to injury or sickness, often effective immediately for accidents and after one week for sickness also limited to specified maximums as a percentage of income.

      Disability Reinsurance Management Services, Inc., our wholly owned subsidiary, provides insurance carriers that wish to supplement their core product offerings a turnkey facility with which to write group disability insurance. Services we provide to the insurers for a fee include product development, state insurance regulatory filings, underwriting, claims management or any of the other functions typically performed by an insurer’s back office. The risks written by DRMS’ various clients are reinsured into a pool, with the clients generally retaining shares ranging from 0% to 50% of the risks they write. As the largest reinsurer in the pools, our licensed insurance subsidiaries reinsure a substantial majority of the insurance risk that is ceded by the client. Since DRMS clients operate in niches not often reached through our traditional distribution, our participation in the pools enables us, through a form of alternate distribution, to reach customers to whom we would not otherwise have access.

      As of September 30, 2004 and December 31, 2003, we had approximately 38,000 and 37,500 group disability plans in force, reinsured or administered on an ASO basis, covering approximately 2.9 million and 2.7 million enrolled employees, respectively.

      Group Term Life Insurance. Group term life insurance is one of the principal means by which working people in the United States provide for their families against the risk of premature death and often the means whereby they obtain lesser amounts of coverage for their spouses, children or domestic partners. Group term life insurance provides coverage to employees, with limited coverage also available to their dependents, for a specified period. Our policies are generally the standard or basic term life insurance offered by employers. Group term life insurance consists primarily of renewable term life insurance, which is term life coverage that is renewable at the option of the insured who is not required to take a medical examination in order to renew existing amounts of coverage, with the amount of coverage as a flat amount, an amount linked to the

110

---

Table of Contents

      As of September 30, 2004 and December 31, 2003, we had approximately 25,200 group life plans in force, covering approximately 1.6 million and 1.7 million enrolled employees, respectively.

	Marketing and Distribution

      We distribute the products of Assurant Employee Benefits primarily through approximately 170 group sales representatives, working through 37 offices in or near major U.S. metropolitan areas. These representatives work through independent employee benefits advisors, including brokers and other intermediaries, to reach our customers, who are primarily small to medium-sized employers. DRMS employs an independent distribution arm tailored to its needs.

      Our marketing efforts concentrate on:

	•	the identification of the employee benefit needs of our targeted customers;
	•	the development of tailored products and services designed to meet those needs;
	•	the alignment of our Company with select brokers and other intermediaries who value our approach to the market; and
	•	the promotion of our Company’s brand.

      To compete effectively in the small to medium-sized employer marketplace requires a large and broadly distributed sales force with relationships with the brokers and other intermediaries who act as advisors to those employers in connection with their benefits programs. In many cases, these employers and their advisors rely on us for expertise in matching their needs to the collection of solutions available through group benefit programs. Competing effectively also requires systems and work practices suited to a high transaction volume business and the ability to provide a high level of customer service to a large number of clients operating in almost all industries found in the U.S. economy.

	Underwriting and Risk Management

      True group products are normally offered to employees on a guaranteed issue basis, meaning that if the group is an acceptable risk, the insurer generally foregoes individual medical underwriting and agrees in advance to accept all applications for insurance from members of the eligible class up to a formula-determined limit. Individual medical underwriting is required on applications for amounts in excess of this limit, or in connection with untimely applications. Our sales representatives and underwriters evaluate the risk characteristics of each prospective insured group and design appropriate plans of insurance. They utilize various techniques such as deductibles, co-payments, guarantee issue limits and waiting periods to control the risk we assume. Voluntary products introduce additional risks due to the fact that employees have some awareness of the risk of loss they personally face, and those employees who believe themselves to be more at risk will be more likely to elect coverage. In order to manage these risks, we customize our plan designs to seek to mitigate adverse selection problems. We also require that a minimum percentage of eligible employees elect a voluntary coverage.

      We base the pricing of our products on the expected pay-out of benefits that we calculate using assumptions for mortality, morbidity, interest, expenses and persistency, depending upon the specific product features. Group underwriting takes into account demographic factors such as age, gender and occupation of members of the group as well as the geographic location and concentration of the group. Our disability policies often limit the payment of benefits for certain kinds of conditions, such as pre-existing conditions or disabilities arising from specifically listed medical conditions, in each case as defined in the policies.

111

---

Table of Contents

      Generally, we are not obligated to accept any risk or group of risks from, or to issue a policy or group of policies to, any employer or intermediary. Requests for coverage are reviewed on their merits and generally a policy is not issued unless the particular risk or group has been examined and approved by our underwriters. Group products are typically written with an initial rate guarantee of two years for disability and life insurance and one year for other group products. They are also written on a guaranteed renewable basis, meaning that they are renewable at the option of the insured for a specified number of years, with the right, upon expiration of the guarantee, to re-price to reflect the aggregate experience of our block of business and, where credible, the experience of the group. Credibility in this context means the assessment of the likelihood that the past history of the group is predictive of the future experience of the group. Credibility generally increases with group size or with the quantity of claims filed.

      The business underwritten by our Assurant Employee Benefits segment is widely dispersed across geographic areas as well as the industries insured. At September 30, 2004, our top ten states measured by percentage of in force annual premiums contributed approximately 54.5% of our total annualized premiums in force, with our largest geographic area, California, contributing 10.7%.

      Similarly, at September 30, 2004, our top ten industry segments measured by percentage of in force annual premiums, as aggregated by the first two digits of their standard industry code (SIC), contributed approximately 49.3% of our total annualized premiums in force, with the largest contributor, health services, accounting for 9.0%.

      Our efforts are focused on facilitating claimants’ return to work through a variety of means, including physical therapy, vocational rehabilitation and retraining and workplace accommodation to assist the insured. In support of this effort, we also employ or contract with a staff of doctors, nurses and vocational rehabilitation specialists. We also utilize a broad range of outside medical and vocational experts for independent evaluations and local vocational services. Finally, we have an investigations unit focused on individuals who have or may be capable of returning to work but continue to claim benefits. Our dental business utilizes a highly automated claims system focused on rapid handling of claims, with 67% of claims adjudicated within seven calendar days for claims received from January 1, 2004 to and including September 30, 2004.

      We employ approximately 660 claims employees in locations throughout the United States dedicated to the Assurant Employee Benefits segment. We have a comprehensive claims review process, including an appeals process pursuant to which policyholders can appeal claims decisions made.

Assurant PreNeed

      Assurant PreNeed, which we began operating with the acquisition of United Family Life Insurance Company in 1980, is the market leader in the United States in pre-funded funeral insurance based on face amount of new policies sold. Pre-funded funeral insurance provides whole life insurance death benefits or annuity benefits used to fund costs incurred in connection with pre-arranged funerals. An annuity is a contract that provides for periodic payments to an annuitant for a specified period of time. In the case of annuities sold by Assurant PreNeed, all the benefits under the contract are generally paid out at the death of the purchaser of the annuity. We distribute our pre-funded funeral insurance products through two separate channels, our independent channel and our AMLIC channel. Our pre-funded funeral insurance products provide benefits to cover the costs incurred in connection with pre-arranged funeral contracts and are distributed primarily through funeral homes and sold mainly to consumers over the age of 65, with an average issue age of 72. Our pre-funded funeral insurance products are typically structured as whole life insurance policies in the United States and as annuity products in Canada. Our independent channel’s target market is comprised of the 23,000 funeral firms in the United States and Canada, of which approximately 2,000 are active customers.

      With our acquisition of AMLIC in 2000, we have become the market leader in the area of pre-funded funeral insurance based on face amount of policies sold. Through our AMLIC channel, we provide the insurance products and support services for the pre-need activities of SCI, the largest funeral provider in North America based on total revenues. As of September 30, 2004, SCI operated approximately 1,200 funeral service locations in North America. This commission-based arrangement is anchored by an exclusive ten-year marketing agreement, which commenced on October 1, 2000.

112

---

Table of Contents

      Growth in pre-need sales has been traditionally driven by distribution with a high correlation between new sales of pre-funded funeral insurance and the number of pre-need counselors marketing the product and expansion in sales and marketing capabilities. In addition, as alternative distribution channels are identified, such as targeting affinity groups and employers, we believe growth in this market could accelerate above projected rates. We believe that the pre-need market is characterized by an aging population combined with low penetration of the over-65 market.

      In Assurant PreNeed, our strategy in our independent channel is to increase sales potential by strengthening our distribution relationships. We offer marketing support and programs to our funeral firm clients to increase their local market share, providing training for their sales counselors and assisting them in developing direct-to-consumer marketing programs and lead generation and management tools. Through our AMLIC channel our strategy is to reduce SCI’s cost to sell and manage its pre-need operation. We integrate our processes for managing SCI’s insurance production into its process for managing its pre-need business. Additionally, in keeping with our goal of aligning SCI’s interest with ours, our arrangement with SCI is commission-based; however, we compensate SCI with an escalating production-based commission, with a defined maximum.

      The following table provides net earned premiums and other considerations, fees and other income and other operating data for Assurant PreNeed for the periods and as of the dates indicated:

				For the Nine
				Months Ended								For the Year Ended
				September 30,								December 31,
				2004				2003				2003				2002				2001
				(in millions)
Net earned premiums and other considerations:
	AMLIC			$	212			$	216			$	283			$	293			$	278
	Independent				190				185				246				245				229
		Total		$	402			$	401				529			$	538			$	507
Fees and other income				$	4			$	3				5			$	5			$	3
		Total		$	406			$	404			$	534			$	543			$	510
New face sales (life and annuity) net of reinsurance:
	AMLIC			$	235			$	237			$	308			$	392			$	372
	Independent and other				230				234				312				319				258
		Total		$	465			$	471			$	620			$	711			$	630
Policies in force					1.71				1.71				1.71				1.69				1.67
Policyholder liabilities				$	3,168			$	2,926			$	2,996			$	2,717			$	2,499

	Products

      Pre-Funded Funeral Insurance Policies. Pre-funded funeral insurance provides whole life insurance death benefits or annuity benefits to fund the costs incurred in connection with pre-arranged funeral contracts, or, in a minority of situations, pre-arranged funerals without a pre-arranged funeral contract, which costs typically include funeral firm merchandise and services. Our pre-funded funeral insurance products are typically structured as whole life insurance policies in the United States. In Canada, our pre-funded funeral insurance products typically include annuity contracts or whole life insurance contracts for newly issued business. A pre-arranged funeral contract is an arrangement between a funeral firm and an individual whereby the funeral firm agrees to perform the selected funeral upon the individual’s death. The consumer then purchases an insurance policy intended to cover the cost of the pre-arranged funeral, and the funeral home generally becomes the irrevocable assignee, or, in certain cases, the beneficiary, of the insurance policy proceeds. However, the insured may name a beneficiary other than the funeral home. The funeral home agrees to provide the selected funeral at death in exchange for the policy proceeds. Because the death benefit under

113

---

Table of Contents

	Marketing and Distribution

      We distribute our pre-funded funeral insurance products through two distribution channels: the independent channel, which distributes through approximately 2,000 funeral homes and selected third-party general agencies, and our AMLIC channel, which distributes through an exclusive relationship with SCI in North America. Our policies are sold by licensed insurance agents or enrollers who in some cases may also be a funeral director. As of September 30, 2004 and December 31, 2003, the face amount of our contracts sold through our AMLIC channel represented approximately 50% of our total new life and annuity face sales in Assurant PreNeed.

	Risk Management

      Assurant PreNeed generally writes whole life insurance policies with increasing death benefits and obtains the majority of its profits through interest rate spreads. Interest rate spreads refer to the difference between the death benefit growth rates on pre-funded funeral insurance policies and the investment returns generated on the assets we hold related to those policies. To manage these spreads, we monitor weekly the movement in new money yields and monthly evaluate our actual net new achievable yields. This information is used to evaluate rates to be credited on applicable new and in force pre-funded funeral insurance policies and annuities. In addition, we review asset benchmarks and perform asset/liability matching studies to develop the optimum portfolio to maximize yield and reduce risk.

      In Assurant PreNeed, we utilize prudent underwriting to select and price insurance risks. We regularly monitor mortality assumptions to determine if experience remains consistent with these assumptions and to ensure that our product pricing remains appropriate. We continually review our underwriting, agent and policy contract provisions and pricing guidelines so that our policies remain competitive and supportive of our marketing strategies and profitability goals.

      Many of our pre-funded whole-life funeral insurance policies have increasing death benefits. As of September 30, 2004, approximately 83% of Assurant PreNeed’s in force insurance policy reserves relate to policies that provide for death benefit growth, some of which provide for minimum death benefit growth pegged to changes in the Consumer Price Index. Policies that have rates guaranteed to change with the Consumer Price Index represented approximately 15% of Assurant PreNeed’s reserves as of September 30, 2004. We have employed risk mitigation strategies to seek to minimize our exposure to a rapid increase in inflation.

      In our independent channel, we outsource all of the servicing and administration of our policies.

Ceded Reinsurance

      Our operating business segments utilize ceded reinsurance for three major business purposes:

	•	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 operating business segments, including significant individual or catastrophic claims, and to free up capital to enable us to write additional business.
	•	Business Dispositions. We have used reinsurance to exit certain businesses, such as our FFG division in 2001 and our LTC business in 2000. Reinsurance was used in these cases to facilitate the transactions because the businesses shared legal entities with business segments that we retained.

114

---

Table of Contents

	•	Assurant Solutions’ Client Risk and Profit Sharing. Assurant Solutions writes business produced by its clients, such as mortgage lenders and servicers, financial institutions and retailers, 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.

Loss Protection and Capital Management

      In a traditional indemnity reinsurance transaction, a reinsurer agrees to indemnify another insurer for part or all of its liability under a policy or policies it has issued for an agreed upon premium. These agreements provide for recovery of a portion of losses and associated loss expenses from reinsurers. These losses and loss expenses refer to the expenses of settling claims, including legal and other fees, and the portion of general expenses allocated to claim settlement costs plus losses incurred with respect to claims. The terms of these agreements, which are typical for agreements of this type, generally provide, among other things, for the automatic acceptance by the reinsurer of ceded risks in excess of our retention limits (i.e., the amount of loss per individual risk that we are willing to absorb). For excess of loss coverage, we pay premiums to the reinsurers based on rates negotiated and stated in the treaties. For pro rata reinsurance, we pay premiums to the reinsurers based upon percentages of premiums received by us on the business reinsured. These agreements are generally terminable as to new risks by us or by the reinsurer on appropriate notice; however, termination does not affect risks ceded during the term of the agreement, which generally remain with the reinsurer.

      We work with our business segments to develop effective reinsurance arrangements that are consistent with their pricing and operational goals. For example, Assurant Employee Benefits cedes 100% of monthly disability claims in excess of $10,000 per individual insured. For our group term life business, the maximum amount retained on any one life is $800,000 of life insurance including accidental death, limited to $500,000 in life insurance and $300,000 in accidental death and dismemberment insurance. Amounts in excess of these figures are reinsured with other life insurance companies on a yearly renewable term basis. Assurant Solutions purchases property reinsurance for flood risk, with per property limits of $925,000 in excess of $75,000 per individual loss. This treaty has a per occurrence cap of $2,775,000.

      For those product lines where there is exposure to catastrophes (for example, homeowners’ policies written by Assurant Solutions), we closely monitor and manage our aggregate risk exposure by geographic area and have entered into reinsurance treaties to manage our exposure to these types of events. For 2004, catastrophe reinsurance was purchased to manage our risk exposure to a hurricane loss in excess of the modeled 300-year return time loss. We maintain $160 million of catastrophic excess of loss coverage for fire, flood and personal liability risks, with a per occurrence retention of the first $25 million. In addition, Florida hurricane losses are covered by the Florida Hurricane Catastrophe Fund (FHCF), with coverage equal to 90% of $103.4 million in excess of $27.4 million. This coverage has been in place as of June 1, 2004 and will continue through May 31, 2005. Future FHCF coverage will be determined by the FHCF in accordance with Florida statutes and will depend upon Assurant Solutions’ in force Florida risks and the FHCF claims paying capacity. Also, in Assurant Employee Benefits, we have purchased catastrophic reinsurance coverage in the group term life product line of $40 million in excess of our retention of the first $20 million.

      Historically, we have maintained reinsurance on a significant portion of our Assurant Health business, but we will not renew or replace this reinsurance effective as of December 31, 2004 and therefore, we will not be entitled to certain reinsurance recoverables to which we were previously entitled.

      With the exception of a small block of older policy forms, all of the LTC business of John Alden, one of our subsidiaries, has been reinsured with Employers Reassurance Corporation (ERC), a subsidiary of General Electric. All risks and profits generated by the reinsured business have been transferred to ERC. The reserves and premium transferred are in excess of 95% of the direct long-term care amounts generated by John Alden. The remaining small block of long-term care policies in John Alden has been reinsured with John Hancock as part of the sale of that division. See “—Business Dispositions” below.

115

---

Table of Contents

      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 limit this risk, we have control procedures in place to evaluate the financial condition of reinsurers and to monitor the concentration of credit risk to minimize this exposure. The selection of reinsurance companies is based on criteria related to solvency and reliability and, to a lesser degree, diversification as well as on developing strong relationships with our reinsurers for the sharing of risks. At December 31, 2003, 52% of our reinsurance exposure (excluding The Hartford, John Hancock and other reinsurers that provide us reinsurance collateral) was through entities rated “A” or better by A.M. Best, while 6% of our reinsurers did not have A.M. Best ratings at such date.

      In addition, we also purchase reinsurance when capital requirements and the economic terms of the reinsurance make it appropriate to do so.

Business Dispositions

      We have exited businesses through reinsurance ceded to third parties, such as our 2001 sale of the insurance operations of FFG to The Hartford. The assets backing the liabilities on these businesses are held in a trust. All separate account business and John Alden general account business relating to FFG were transferred through modified coinsurance, a form of proportional reinsurance in which the underlying assets and liabilities are still reflected on the ceding company’s balance sheet. Under this arrangement, The Hartford receives all premiums, pays all claims and funds all reserve increases net of investment income on reserves held. All other FFG business was reinsured by 100% coinsurance, which transfers all affected assets and liabilities as well as all premiums and claims to the assuming company. We would be responsible for administering this business in the event of a default by The Hartford. In addition, under the reinsurance agreement, The Hartford is obligated to contribute funds to increase the value of the separate accounts relating to the business sold if such value declines. If The Hartford fails to fulfill these obligations, we will be obligated to make these payments.

      In 1997, John Alden sold substantially all of its annuity operations to SunAmerica Life Insurance Company (SunAmerica), now a subsidiary of American International Group, Inc. In connection with the sale, John Alden reinsured its existing block of annuity policies to SunAmerica on a coinsurance basis. This coinsurance was initially on an indemnity basis and the parties agreed to transition the business to an assumption basis as soon as practicable. An assumption basis is a form of reinsurance under which policy administration and the contractual relationship with the insured, as well as liabilities, pass to the reinsurer. In certain states, the transition to an assumption basis is subject to policyholder approval. To the extent that such transition does not take place with respect to any particular policy, the policy will remain reinsured on an indemnity basis. As of September 30, 2004, more than 97% of the ceded annuity reserves had either transitioned to an assumption basis or had lapsed.

      In 2000, we sold all of our LTC operations to John Hancock, now a subsidiary of Manulife, Inc. In connection with the sale, we reinsured our existing block of long-term care policies to John Hancock on a coinsurance basis. Under the coinsurance agreement, we transferred 100% of the policy reserves and related assets on this block of business to John Hancock, and John Hancock agreed to be responsible for 100% of the policy benefits. The assets backing the liabilities on this business are held in a trust and John Hancock is obligated to fund the trust if the value of the assets is deemed insufficient to fund the liabilities. If John Hancock fails to fulfill these obligations, we will be obligated to make these payments.

Assurant Solutions’ Client Risk and Profit Sharing

      Historically, our insurance subsidiaries in Assurant Solutions have ceded a portion of the premiums and risk related to business generated by certain clients to the client’s captive insurance companies or to reinsurance companies in which the clients have an ownership interest. In some cases, our insurance subsidiaries have assumed a portion of these ceded premiums and risk from the captive insurance companies and reinsurance companies. 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

116

---

Table of Contents

      In addition, we complied with a John Doe summons received from the Internal Revenue Service requesting information as to the identities of U.S. taxpayers that have engaged in producer-owned reinsurance company transactions in the Turks and Caicos with us. The Internal Revenue Service previously issued Notice 2002-70, which stated that certain tax benefits claimed in connection with producer-owned reinsurance company transactions involving credit insurance transactions with producers who own reinsurance companies located in the Turks and Caicos will be denied and is investigating whether tax benefits claimed by the taxpayers they wish to identify are available. IRS Notice 2004-65 modified Notice 2002-70 by removing these transactions from the transactions listed under that notice. This summons did not raise any issue in the investigation relating to our tax liability and we have been notified that this matter is closed.

Gross Annualized Premium, Ceded Portion and Net Amount Retained

      The following table details our gross annualized premium, the portion that was ceded to reinsurers and the net amount that was retained as of December 31, 2003.

			As of December 31, 2003
															Percentage
			Gross(1)				Ceded				Net				Retained
							(in millions)
Life insurance			$	1,409			$	637			$	772				55	%
Accident and health				4,743				949				3,794				80	%
Property and casualty				2,520				929				1,591				63	%
	Total consolidated		$	8,672			$	2,515			$	6,157

(1)	Gross includes direct plus assumed premiums.

Claims Provisions/ Reserves

      In accordance with industry and accounting practices and applicable insurance laws and regulatory requirements, we establish reserves for payment of claims and claims expenses for claims that arise from our insurance policies. We maintain reserves for future policy benefits and unpaid claims expenses. Policy reserves represent the accumulation of the premiums received that are set aside to provide for future benefits and expenses on claims not yet incurred. Claim reserves are established for future payments and associated expenses not yet due on claims that have already been incurred, whether reported to us or not. Reserves, whether calculated under GAAP or SAP, do not represent an exact calculation of future policy benefits and expenses but are instead estimates made by us using actuarial and statistical procedures. There can be no assurance that any such reserves would be sufficient to fund our future liabilities in all circumstances. Future loss development could require reserves to be increased, which would adversely affect earnings in current and/or future periods. Adjustments to reserve amounts may be required in the event of changes from the assumptions regarding future morbidity, the incidence of disability claims and the rate of recovery, including the effects thereon of inflation and other societal and economic factors, persistency, mortality, property claim frequency and severity and the interest rates used in calculating the reserve amounts. The reserves reflected in our consolidated financial statements are calculated in accordance with GAAP.

      See “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Critical Accounting Estimates— Reserves” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reserves.”

      Reserves are regularly reviewed and updated, using the most current information. Any adjustments are reflected in the current results of operations. However, because the establishment of reserves is an inherently uncertain process, there can be no assurance that ultimate losses will not exceed existing reserves.

117

---

Table of Contents

      Reserves are reviewed at least quarterly by our business segment management.

Investments

      The investment portfolio is a critical part of our business activities and important to our overall profitability. The fundamental investment philosophy is to manage assets, within our stated risk parameters, to generate consistent and high levels of investment income, before gains and losses, while providing a total return that is competitive over the long-term. Our investment team is charged with:

	•	maintaining safety of principal and sufficient liquidity;
	•	managing credit, interest rate, prepayment and market risks;
	•	maintaining adequate diversification among asset classes, industry concentrations and individual issuers; and
	•	adhering to all applicable regulatory requirements.

      We have individual business segments with different needs and characteristics. Hence, our investment approach for each business segment is tailored to that business segment’s needs in terms of asset allocation, liquidity needs and duration of assets and liabilities.

Organization

      The general account is managed by our asset management department, Assurant Asset Management, or AAM. In this capacity, AAM acts as both our investment advisor and our asset manager. As investment advisor, the AAM organization oversees the design and implementation of overall investment policy. As asset manager, AAM is responsible for (i) directly investing those general account assets for which the department has in-house expertise and (ii) selecting and monitoring outside managers for those assets for which AAM has limited expertise. AAM fulfills these roles through its involvement in the establishment of risk management techniques, business segment investment policy and asset benchmark construction and through leadership and participation in our two investment oversight entities: our risk management committee and the individual business segment investment committees.

      Our risk management committee consists of the Chief Executive Officer, Chief Financial Officer, Chief Investment Officer, Corporate Actuary and Head of Strategic Analysis. It meets quarterly and is responsible for setting overall corporate risk tolerance for the general account. As such, it approves all investment risk limits including those affecting overall portfolio quality, liquidity, duration and asset class concentration. Additionally, it approves the use of new asset classes when appropriate and business segment asset allocation and investment policy.

      The business segment investment committees meet quarterly and are co-chaired by the business segment Chief Financial Officer and either the Co-Head of Fixed Income Investments or the Head of Mortgage and Real Estate Investments. These committees are responsible for setting appropriate asset allocation and investment policy for our specific business segments. Additionally, they monitor investment strategy, performance, pricing and liability cash flows and research and recommend the use of new asset classes.

      These committees, together with AAM, manage the overall risk parameters of our investment portfolios and seek to employ investment policies and strategies that are appropriate for and supportive of the needs of the individual businesses.

      The portfolio and investment performance results are reviewed quarterly with our board of directors.

	Investment Process

      Our investment process is initiated by the strategic analysis group within AAM. This group designs an appropriate asset allocation benchmark for each portfolio that is tailored to the associated liabilities and is designed to generate the highest level of investment income available given each business segment’s overall risk tolerance. Although income is the primary objective, total return is a significant secondary objective. We

118

---

Table of Contents

      In addition, the asset allocation benchmark will reflect multiple constraints, such as all risk tolerances established by our risk management committee, appropriate credit structure, prepayment risk tolerance, liquidity requirements, capital efficiency, tax considerations and regulatory and rating agency requirements. The individual benchmarks are then aggregated together to give a total asset profile. Asset management is conducted at the portfolio level; however, risk constraints are also in place for the aggregate portfolio. Each benchmark is reviewed at least annually for appropriateness.

      Our investment portfolios are invested in the following key asset classes:

	•	fixed income securities, including mortgage-backed and other asset-backed securities;
	•	preferred stocks;
	•	private placement loans;
	•	commercial mortgage loans; and
	•	commercial real estate.

      We do not currently invest new money in equity securities; however, we may do so in the future. As of September 30, 2004, less than 1% of the fair value of our total invested assets was invested in common stock.

      Changes in individual security values are monitored on a monthly basis in order to identify potential credit problems. In addition, each month the portfolio holdings are screened for securities whose market price is equal to 85% or less of their original purchase price. Management then makes their assessment as to which of these securities are other than temporarily impaired. Assessment factors include, but are not limited to, the financial condition of the issuer, any collateral held and the length of time the market value of the security has been below cost. Each quarter the watchlist is discussed at a meeting attended by members of our investment, accounting and finance departments. At this meeting, any security whose price decrease is deemed to have been other than temporarily impaired is written down to its then current market level, with the amount of the writedown reflected in our statement of operations for that quarter. Previously impaired issues are also monitored monthly, with additional writedowns taken quarterly if necessary.

	Fixed Income Portfolio Process

      AAM controls the credit risk in the fixed income portfolio through a combination of issuer level credit research and portfolio level credit risk management. At the issuer level, we maintain a credit database that contains both qualitative and quantitative assessments of over 200 issuers and 35 industries. At the portfolio level, we control credit risk primarily through quality and industry diversification, individual issuer limits based upon credit rating and a sell discipline designed to reduce quickly exposure to deteriorating credits. In addition, we monitor changes in individual security values on a monthly basis in order to identify potential problem credits. This process is also incorporated into our impairment watchlist process. The risks in the fixed income portfolio are carefully controlled and monitored.

      In order to invest in a wide variety of asset classes in our portfolio and to appropriately manage the accompanying risks, we had outsourced the management of almost 16% of our portfolio’s market value as of September 30, 2004. We have engaged Wellington Management Co. for high yield investments, Spectrum

119

---

Table of Contents

	Commercial Mortgage Loans Investment Process

      We originate fixed rate, first commercial mortgage loans through a nationwide group of exclusive, regional mortgage correspondents. We have a mortgage loan committee within AAM that is responsible for the approval of our mortgage loan related investments. Generally the mortgage correspondents service the loans they originate and we regularly meet with them to help foster a strong working relationship. We are a portfolio lender and generally hold our commercial mortgage loans to maturity. We typically do not securitize or otherwise sell our commercial mortgage loans.

      A potential loss reserve based on historical data adjusted for current expectations is maintained and is typically between 1.25% and 2.25% of commercial mortgage loans on real estate. As of September 30, 2004, the reserve was approximately 1.6% of the unpaid principal of our commercial mortgage loans, or $17 million.

	Investment Real Estate Process

      We invest in income-producing commercial properties to generate attractive risk-adjusted returns as well as to generate operating investment income with the potential for capital gains upon sale of the property. We invest with regional operating partners who generally invest capital in the property with us and provide management and leasing services. Our portfolio is diversified by location, property type, operating partner and lease term. Property types include office buildings, warehouse/ industrial buildings and multi-family housing.

Portfolio Composition

      Our total invested assets were $11,434 million and $10,924 million, or 48% and 46%, of our total assets, as of September 30, 2004 and December 31, 2003, respectively. Our net investment income for the nine months ended September 30, 2004 and the year ended December 31, 2003 was 9% of our total revenue, excluding realized investment losses and gains. We had a net realized gain on investments of $22 million for the nine months ended September 30, 2004 and a net realized gain on investments of $2 million for the year ended December 31, 2003. Our investment portfolio consists primarily of:

	•	fixed income securities, including mortgage-backed and other asset-backed securities;
	•	preferred stocks;
	•	private placement loans;
	•	commercial mortgage loans; and
	•	commercial real estate.

      As of September 30, 2004 and December 31, 2003, fixed maturity securities accounted for 79% and 80%, respectively, of our total invested assets. The corporate bond portfolio is well diversified across industry classes.

120

---

Table of Contents

      The following table sets forth the carrying value of the securities held in our investment portfolio at the dates indicated:

			At
			September 30,				At December 31,
			2004				2003				2002				2001
			(in millions)
Fixed maturities			$	9,046			$	8,729			$	8,036			$	7,630
Equity securities				548				456				272				247
Commercial mortgage loans on real estate at amortized cost				1,040				933				842				869
Policy loans				66				68				69				68
Short-term investments				226				276				684				627
Other investments(1)				508				462				181				159
	Total		$	11,434			$	10,924			$	10,084			$	9,600

(1)	Includes primarily commercial real estate and limited partnerships.

	Investment Results

      The overall income yield on our investments after investment expenses, excluding realized investment gains (losses), was 5.47% on an annualized basis for the nine months ended September 30, 2004 and 5.61% for the year ended December 31, 2003. The overall income yield on our investments after investment expenses, including realized gains (losses), was 5.73% on an annualized basis for the nine months ended September 30, 2004 and 5.63% for the year ended December 31, 2003.

      The following table sets forth the income yield and net investment income, excluding realized investment gains (losses), for each major investment category for the periods indicated.

			For the Nine Months
			Ended September 30,								For the Year Ended
			2004								December 31, 2003
			Yield(1)				Amount				Yield(1)				Amount
							(in millions)								(in millions)
Fixed maturities				5.80	%		$	365				5.96	%		$	473
Equity securities				7.26	%			27				7.71	%			27
Commercial mortgage loans on real estate				7.98	%			59				8.00	%			71
Policy loans				5.94	%			3				5.70	%			4
Short-term investments				2.60	%			5				1.41	%			7
Cash and cash equivalents				0.24	%			1				0.40	%			3
Other investments(2)				8.01	%			29				14.40	%			46
Investment income before investment expenses				5.68	%			489				5.83	%			631
Investment expenses								(18	)							(24	)
	Net investment income			5.47	%		$	471				5.61	%		$	607
Total Return Fixed Maturity Portfolio(2)				5.69	%							7.33	%
Total Return Lehman U.S. Aggregate Index(3)				4.47	%							4.10	%

(1)	The yield is calculated by dividing income by average assets. The yield calculation for the nine months ended September 30, 2004 is presented on an annualized basis and includes the average of asset positions

121

---

Table of Contents

	as of December 31, 2003 and September 30, 2004. The yield calculation for the year ended December 31, 2003 includes the average of asset positions as of December 31, 2002 and December 31, 2003.

(2)	Total return is calculated using beginning and ending market portfolio value adjusted for external cash flows.
(3)	The actual portfolio is customized for the liabilities that it supports. It will therefore differ from the Lehman Index, both in asset allocation and duration. As of September 30, 2004, the actual portfolio had a duration of 5.94 years with 3% of the total portfolio in U.S. Government securities, 57% in U.S. credit and 15% in securitized assets. Commercial mortgages and real estate comprised the remainder of the portfolio. In contrast, the Lehman Index had a duration of 4.45 years with 35% in U.S. Government securities, 25% in U.S. credit and 40% in securitized assets. The return is presented on an annualized basis.

	Fixed Maturity Securities

      The amortized cost and fair value of fixed maturity securities at September 30, 2004 and December 31, 2003, by type of issuer, were as follows:

								Gross				Gross
				Amortized				Unrealized				Unrealized				Fair
				Cost				Gains				Losses				Value
				(in millions)
At September 30, 2004
	U.S. government and government agencies and authorities			$	1,360			$	32			$	(5	)		$	1,387
	States, municipalities and political subdivisions				179				20				—				199
	Foreign governments				452				17				(5	)			464
	Public utilities				987				75				(1	)			1,061
	All other corporate bonds				5,590				356				(11	)			5,935
		Total		$	8,568			$	500			$	(22	)		$	9,046
At December 31, 2003
	U.S. government and government agencies and authorities			$	1,647			$	39			$	(4	)		$	1,682
	States, municipalities and political subdivisions				187				16				—				203
	Foreign governments				307				12				(1	)			318
	Public utilities				910				74				—				984
	All other corporate bonds				5,179				371				(8	)			5,542
		Total		$	8,230			$	512			$	(13	)		$	8,729

122

---

Table of Contents

      The following table presents our fixed maturity securities portfolio by NAIC designation and the equivalent ratings of the nationally recognized securities rating organizations as of September 30, 2004 and December 31, 2003, as well as the percentage based on fair value, that each designation comprises:

						At September 30, 2004												At December 31, 2003
														Percentage												Percentage
NAIC						Amortized				Fair				of Total				Amortized				Fair				of Total
Rating				Rating Agency Equivalent		Cost				Value				Fair Value				Cost				Value				Fair Value
(in millions)																		(in millions)
	1			Aaa/ Aa/ A		$	5,845			$	6,136				68	%		$	5,770			$	6,074				70	%
	2			Baa			2,219				2,366				26	%			1,964				2,110				24	%
	3			Ba			384				412				5	%			331				361				4	%
	4			B			84				93				1	%			122				135				2	%
	5			Caa and lower			30				34				0	%			34				40				0	%
	6			In or near default			6				5				0	%			9				9				0	%
				Total		$	8,568			$	9,046				100	%		$	8,230			$	8,729				100	%

      The amortized cost and fair value of fixed maturity securities at September 30, 2004 and December 31, 2003, by contractual maturity are shown below:

			At September 30,								At December 31,
			2004								2003
			Amortized				Fair				Amortized				Fair
			Cost				Value				Cost				Value
			(in millions)
Due in one year or less			$	297			$	304			$	240			$	245
Due after one year through five years				1,813				1,885				1,728				1,824
Due after five years through ten years				2,225				2,349				2,136				2,275
Due after ten years				2,478				2,728				2,199				2,425
	Total			6,813				7,266				6,303				6,769
Mortgage and asset backed securities				1,755				1,780				1,927				1,960
	Total		$	8,568			$	9,046			$	8,230			$	8,729

      We initiated a private placement program in the fourth quarter of 2003 and plan to invest approximately $500 million in privately placed securities over the next two years. Currently, we have approximately $181 million of our fixed maturity securities invested in private placements. In addition, approximately $1,000 million of our fixed maturity securities were initially placed only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and are tradable among such institutional investors. As of September 30, 2004, approximately 93% of the fair market value of our fixed maturity securities were dollar denominated. As of September 30, 2004, we had approximately C$647 million (Canadian) invested in Canadian fixed maturity securities; however, these assets directly support Canadian liabilities.

	Commercial Mortgage Loans

      We have made commercial mortgage loans, collateralized by the underlying real estate, on properties located throughout the United States. At September 30, 2004, approximately 39% of the outstanding principal balance of commercial mortgage loans was concentrated in the states of California, New York and Pennsylvania. Although we have a diversified loan portfolio, an economic downturn could have an adverse impact on the ability of our debtors to repay their loans. At September 30, 2004, the outstanding balances of commercial mortgage loans ranged in size from $1 to $10 million with an average outstanding balance of $2 million. Loan commitments outstanding at September 30, 2004 and December 31, 2003 totaled $42 million and $76 million, respectively.

123

---

Table of Contents

      As of September 30, 2004, approximately $587 million of principal, or 55%, of our commercial mortgage loans before valuation allowance had balloon maturities. The default rate on commercial mortgage loans with balloon payment maturities has historically been higher than the default rate on commercial mortgage loans with standard repayment schedules.

	Investment Real Estate

      We also hold commercial equity real estate as part of our investment portfolio. Investments in real estate joint ventures totaled $74 million and $58 million as of September 30, 2004 and December 31, 2003, respectively. We own real estate through real estate joint ventures and partnerships. The main property types within our portfolio are office, industrial/warehouse and multi-family housing.

Competition

      We face competition in each of our businesses; however, we believe that no single competitor competes against us in all of our business lines and the business lines in which we operate are generally characterized by a limited number of competitors. Competition in our operating business segments is based on a number of factors, including:

	•	quality of service;
	•	product features;
	•	price;
	•	scope of distribution;
	•	financial strength ratings; and
	•	name recognition.

      The relative importance of these factors depends on the particular product and market. We compete for customers and distributors with insurance companies and other financial services companies in our various businesses.

      Assurant Solutions has numerous competitors in its product lines, but we believe no other company participates in all of the same lines or offers comprehensive capabilities. Competitors include insurance companies and financial institutions. In Assurant Health, we believe the market is characterized by many competitors, and our main competitors include health insurance companies and the Blue Cross/ Blue Shield plans in the states in which we write business. In Assurant Employee Benefits, commercial competitors include benefits and life insurance companies as well as not-for-profit Delta Dental plans. In Assurant PreNeed, our main competitors are two pre-need life insurance companies with nationwide representation, Forethought Financial Services and Homesteaders Life Company, and several small regional insurers. While we are among the largest competitors in terms of market share in many of our business lines, in some cases there are one or more major market players in a particular line of business.

      Some of these companies may offer more competitive pricing, greater diversity of distribution, better brand recognition or higher financial strength ratings than we have. Some may also have greater financial resources with which to compete. In addition, many of our insurance products, particularly our group benefits and health insurance policies, are underwritten annually and, accordingly, there is a risk that group purchasers may be able to obtain more favorable terms from competitors rather than renewing coverage with us. The effect of competition may, as a result, adversely affect the persistency of these and other products, as well as our ability to sell products in the future.

Ratings

      Rating organizations continually review the financial positions of insurers, including our insurance subsidiaries. Insurance companies are assigned financial strength ratings by independent rating agencies based upon factors relevant to policyholders. Ratings provide both industry participants and insurance consumers

124

---

Table of Contents

      All of our domestic operating insurance subsidiaries that are rated by A.M. Best have financial strength ratings of A (“Excellent”), which is the second highest of ten ratings categories and the highest within the category based on modifiers (i.e., A and A- are “Excellent”) or A- (“Excellent”), which is the second highest of ten ratings categories and the lowest within the category based on modifiers.

      The Moody’s financial strength rating for one of our domestic operating insurance subsidiaries was A2 (“Good”), which is the third highest of nine ratings categories and mid-range within the category based on modifiers (i.e., A1, A2 and A3 are “Good”), and for five of our domestic operating insurance subsidiaries is A3 (“Good”), which is the third highest of nine ratings categories and the lowest within the category based on modifiers.

      The S&P financial strength rating for four of our domestic operating insurance subsidiaries, is A (“Strong”), which is the third highest of nine ratings categories and mid-range within the category based on modifiers (i.e., A+, A and A- are “Strong”), and for three of our domestic operating insurance subsidiaries is A- (“Strong”), which is the third highest of nine ratings categories and the lowest within the category based on modifiers.

      The objective of A.M. Best’s, Moody’s and S&P’s ratings systems is to assist policyholders and to provide an opinion of an insurer’s financial strength, operating performance, strategic position and ability to meet ongoing obligations to its policyholders. These ratings reflect opinions of A.M. Best, Moody’s and S&Ps of our ability to pay policyholder claims, are not applicable to the securities offered in this prospectus and are not a recommendation to buy, sell or hold any security, including shares of our common stock. These ratings are subject to periodic review by and may be revised upward, downward or revoked at the sole discretion of A.M. Best, Moody’s and S&P.

Properties

      We own seven properties, including five buildings that serve as headquarters locations for our operating business segments and two buildings that serve as operation centers for Assurant Solutions. Assurant Solutions has headquarters buildings located in Miami, Florida and Atlanta, Georgia. Assurant Solutions operation centers are located in Florence, South Carolina and Springfield, Ohio. Assurant Employee Benefits has a headquarters building in Kansas City, Missouri. Assurant Health has a headquarters building in Milwaukee, Wisconsin. Assurant PreNeed’s AMLIC channel has a headquarters building in Rapid City, South Dakota. We lease office space for various offices and service centers located throughout the United States and internationally, including our New York corporate office, Assurant PreNeed’s independent distribution headquarters in Atlanta and our data center in Woodbury, Minnesota. Our leases have terms ranging from month-to-month to twenty-five years. We believe that our owned and leased properties are adequate for our current business operations.

Employees

      As of September 30, 2004, we had approximately 12,000 employees. In Assurant Solutions, we have employees in Brazil who are represented by two separate labor unions. None of our other employees is subject to collective bargaining agreements governing employment with us or represented by labor unions. We believe that we have an excellent relationship with our employees.

Legal Proceedings

      We are regularly involved in litigation in the ordinary course of business, both as a defendant and as a plaintiff. We may from time to time be subject to a variety of legal and regulatory actions relating to our

125

---

Table of Contents

      The Assurant Solutions segment is subject to a number of pending actions, primarily in the State of Mississippi, many of which allege that our 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. We have been advised by legal counsel that we have meritorious defenses to all claims being asserted against us. We believe, based on information currently available, that the amounts accrued for any losses are adequate.

      One of our subsidiaries, 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 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, arbitrations 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, our exposure under the 1995 program year was less significant than the exposure remaining under the 1996 and 1997 program years. While the majority of the negotiations, arbitrations and/or litigations between the multiple layers of reinsurers, ceding companies and intermediaries are still ongoing, ARIC and an affiliated company, BICL, did resolve disputes with two of its reinsurers in the 1996 and 1997 program years by means of a commutation agreement. As a result of the settlement, the two affiliated reinsurers paid ARIC and BICL $6 million and both parties agreed to release each other from any past, present or future obligations of any kind.

      One of our employees is being investigated by the criminal division of the Internal Revenue Service for responses he made to questions he was asked by the IRS relating to an approximately $18 million tax reserve taken by us in 1999. The reserve amount was not material. At this stage, it would be speculative to predict the outcome of this investigation. However, it could result in a fine assessed against the employee and the Company, negative publicity for the Company or more serious sanctions.

      We believe, based on information currently available, that the amounts accrued for currently outstanding disputes are adequate. The inherent uncertainty of arbitrations and lawsuits, including the uncertainty of estimating whether any settlements we may enter into in the future, would be on favorable terms, makes it difficult to predict the outcomes with certainty.

      As a result of regulatory scrutiny of our industry practices or our businesses, such as examinations of race-based premiums charged in the past by two of our acquired subsidiaries, it is possible that we may be subject to legal proceedings in the future relating to those practices and businesses. See “Regulation.”

      See “Risk Factors— Risks Related to Our Industry— Our business is subject to risks related to litigation and regulatory actions.”

126

---

Table of Contents

REGULATION

United States

	State Regulation

	General

      Our insurance subsidiaries are subject to regulation in the various states and jurisdictions in which they transact business. The extent of regulation varies, but generally derives from statutes that delegate regulatory, supervisory and administrative authority to a department of insurance in each state. The regulation, supervision and administration relate, among other things, to:

	•	standards of solvency that must be met and maintained;
	•	the payment of dividends;
	•	changes of control of insurance companies;
	•	the licensing of insurers and their agents;
	•	the types of insurance that may be written;
	•	guaranty funds, high risk and reinsurance pools;
	•	privacy practices;
	•	the ability to enter and exit certain insurance markets;
	•	the nature of and limitations on investments, premium rates, or restrictions on the size of risks that may be insured under a single policy;
	•	reserves and provisions for unearned premiums, losses and other obligations;
	•	deposits of securities for the benefit of policyholders;
	•	payment of sales compensation to third parties;
	•	approval of policy forms; and
	•	the regulation of market conduct, including underwriting and claims practices.

      State insurance departments also conduct periodic examinations of the affairs of insurance companies and require the filing of annual and other reports, prepared under SAP, relating to the financial condition of companies and other matters. Financial examinations completed during the past three years with respect to our operating subsidiaries have not resulted in material negative adjustments to statutory surplus and pending financial and market conduct examinations with respect to these subsidiaries have not identified any material findings to date. Two of our subsidiaries have responded affirmatively to an NAIC survey regarding race-based premiums, resulting in examinations by two state insurance departments. This relates to actions of the subsidiaries or predecessor companies before acquisition by us. One examination has been concluded and one is still in progress and, to date, no penalties have been imposed as a result of these examinations. The amount of in force business as to which these subsidiaries charged race-based premiums is very small, representing less than 1% of our in force block of business at September 30, 2004. While we do not expect that these examinations will have a material adverse effect on us, there can be no assurance that further examinations or litigation will not occur with respect to race-based premiums.

      In February 2003, two of our subsidiaries, ABIC and ABLAC, reached a final settlement with the State of Minnesota in connection with certain alleged regulatory violations. Pursuant to the settlement, ABIC and ABLAC have agreed to stop selling insurance in Minnesota for five years, though they could apply for reinstatement in 20 months. However, other member companies of Assurant Solutions with product lines that overlap those offered by ABIC and ABLAC currently remain authorized to conduct business in the State of Minnesota.

127

---

Table of Contents

      At the present time, our insurance subsidiaries are collectively licensed to transact business in all 50 states and the District of Columbia, although several of our insurance subsidiaries individually are licensed in only one or a few states. We have insurance subsidiaries domiciled in the states of Alabama, Arizona, Arkansas, Colorado, Delaware, Florida, Georgia, Indiana, Iowa, Kentucky, Michigan, Mississippi, Missouri, Nebraska, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, South Carolina, South Dakota, Texas, Utah, Wisconsin, and in Puerto Rico.

	Regulation of Credit Insurance Products

      Most states and other jurisdictions in which our insurance subsidiaries do business have enacted laws and regulations that apply specifically to consumer credit insurance. The methods of regulation vary but generally relate to, among other things, the amount and term of coverage, the content of required disclosures to debtors, the filing and approval of policy forms and rates, the ability to provide creditor-placed insurance and limitations on the amount of premiums that may be charged and on the amount of compensation that may be paid as a percentage of premiums. In addition, some jurisdictions have enacted or are considering regulations that may limit profitability arising from credit insurance based on underwriting experience.

      The regulation of credit insurance is also affected by judicial activity. For example, recent federal court decisions have enhanced the ability of national banks to engage in activities that effectively compete with our consumer credit insurance business without being subject to various aspects of state insurance regulation.

	Regulation of Service Contracts and Warranties

      The extent of regulation over the sale of service contracts and warranties varies considerably from state to state. In the states that do regulate the sales of these products, the regulations generally are less stringent than those applicable to the sale of insurance. For example, most states do not require the filing and approval of contract forms and rates for service contracts and warranties. States that do regulate such contract forms typically require specific wording regarding cancellation rights and regarding the consumer’s rights in the event of a claim. Most states do not require that individual salespersons of service contracts and warranties be licensed as insurance agents. In the states that do require such a license, salespersons may qualify for a limited license to sell service contracts and warranties without meeting the education and examination requirements applicable to insurance agents. In addition, the compensation paid to salespersons of service contracts and warranties is generally not regulated.

	Regulation of Health Insurance Products

      State regulation of health insurance products varies from state to state, although all states regulate premium rates, policy forms and underwriting and claims practices to one degree or another. Most states have special rules for health insurance sold to individuals and small groups. For example, a number of states have passed or are considering legislation that would limit the differentials in rates that insurers could charge for health care coverage between new business and renewal business for small groups with similar demographics. Every state has also adopted legislation that would make health insurance available to all small employer groups by requiring coverage of all employees and their dependents, by limiting the applicability of pre-existing conditions exclusions, by requiring insurers to offer a basic plan exempt from certain benefits as well as a standard plan, or by establishing a mechanism to spread the risk of high risk employees to all small group insurers. The U.S. Congress and various state legislators have from time to time proposed changes to the health care system that could affect the relationship between health insurers and their customers, including external review. In addition, various states are considering the adoption of “play or pay” laws requiring that employers either offer health insurance or pay a tax to cover the costs of public health care insurance. We cannot predict with certainty the effect that any proposals, if adopted, or legislative developments could have on our insurance businesses and operations.

      A number of states have enacted new health insurance legislation over the past several years. These laws, among other things, mandate benefits with respect to certain diseases or medical procedures, require health insurers to offer an independent external review of certain coverage decisions and establish health insurer

128

---

Table of Contents

      In most states in which we operate, we provide our individual health insurance products through an association. The use of associations offers greater flexibility on pricing, underwriting and product design compared to products sold directly to individuals on a true individual policy basis due to the greater regulatory scrutiny of true individual policies. The marketing of health insurance through association groups has recently come under increased scrutiny. An interruption in, or changes to, our relationships with various third-party distributors or our inability to respond to regulatory changes could impair our ability to compete and market our insurance products and services and materially adversely affect our results of operations and financial condition.

	Regulation of Employee Benefits Products

      State regulation of non-medical group products, including group term life insurance, group disability and group dental products, also varies from state to state. As with individual insurance products, the regulation of these products generally also includes oversight over premium rates and policy forms, but often to a lesser degree. The regulatory environment for group term life insurance is relatively established, with few significant changes from year to year.

      Group PPO dental insurance policies are generally regulated in the same manner as non-PPO dental policies, except to the extent that a small number of states have chosen to restrict the difference in benefits allowable between in-network and out-of-network services. Also, some states directly regulate the operation of the PPO network by requiring separate licensing or registration for the organization that contracts with the providers of dental care. In those states, PPOs also must comply with varying levels of regulatory oversight concerning the content of PPO contracts and provider practice standards. Most of the states in which prepaid dental plans are written recognize prepaid dental plans as an activity separate from traditional insurance, because providers are compensated through capitation arrangements. In most of these states, prepaid dental plans are written by a single-purpose, single-state affiliate that holds a license distinct from the life and health insurance license required for group dental insurance policies. Entities providing prepaid plans are variously licensed as health maintenance organizations (HMOs), prepaid dental plans, limited service health plans, life and health insurers or risk-bearing PPOs, where such licenses are required. Each state has different rules regarding organization, capitalization and reporting for the separate entities, with additional variations relating to provider contracting, oversight, plan management and plan operations.

      Providers of group disability and dental insurance, like providers of group health insurance, are subject to state privacy laws, claims processing rules and “prompt pay” requirements in various states.

      As an extension of past legislative activities in the medical insurance arena, legislative and regulatory consideration, at both the federal at state levels, is being directed toward an effort to mandate what its proponents call “mental health parity” in the policy provisions of group disability insurance plans. This would require providers of group disability insurance to extend the same benefits for disabilities related to mental illness as are provided for other disabilities.

      Group benefit plans and the claims thereunder are also largely subject to federal regulation under ERISA, a complex set of laws and regulations subject to interpretation and enforcement by the Internal Revenue Service and the Department of Labor. ERISA regulates certain aspects of the relationships between us and employers who maintain employee benefit plans subject to ERISA. Some of our administrative services and other activities may also be subject to regulation under ERISA.

129

---

Table of Contents

	Regulation of Pre-Funded Funeral Insurance Products

      State regulation of the pre-funded funeral insurance products business varies considerably from state to state. Our pre-funded funeral insurance products are typically structured as small whole life insurance policies, usually under $10,000 face amount, and are regulated as such by the states. State laws also restrict who may sell a pre-funded funeral. For example, in certain states a pre-funded funeral may only be offered through licensed funeral directors. In New York, the payment of commissions to a funeral director for the sale of insurance is prohibited.

      State privacy laws, particularly those with “opt-in” clauses, can also affect the pre-funded funeral insurance business. These laws make it harder to share information for marketing purposes, such as generating new sales leads. Similarly, state “do not call” lists, as well as the recently created national “do not call” list, also make it more difficult for our pre-funded funeral insurance agents to solicit new customers, particularly on a cold call basis.

      In certain states, insurance companies offering pre-funded funeral insurance products must offer a “free-look period” of typically 30 days, during which the purchaser of the product may cancel and receive a full refund. Furthermore, in certain states, death benefits under pre-funded funeral insurance products must grow with the Consumer Price Index.

	Insurance Holding Company Statutes

      Although as a holding company, Assurant, Inc. is not regulated as an insurance company, we own capital stock in insurance subsidiaries and therefore are subject to state insurance holding company statutes, as well as certain other laws, of each of the states of domicile of our insurance subsidiaries. All holding company statutes, as well as other laws, require disclosure and, in some instances, prior approval of material transactions between an insurance company and an affiliate. The holding company statutes as well as other laws also require, among other things, prior approval of an acquisition of control of a domestic insurer, some transactions between affiliates and the payment of extraordinary dividends or distributions.

	Insurance Regulation Concerning Dividends

      The payment of dividends to us by any of our insurance subsidiaries in excess of a certain amount (i.e., extraordinary dividends) must be approved by the subsidiary’s domiciliary state department of insurance. Ordinary dividends, for which no regulatory approval is generally required, are limited to amounts determined by formula, which varies by state. The formula for the majority of the states in which our subsidiaries are domiciled is the lesser of (i) 10% of the statutory surplus as of the end of the prior year or (ii) the prior year’s statutory net income. In some states, the formula is the greater amount of clauses (i) and (ii). Some states, however, have an additional stipulation that dividends may only be paid out of earned surplus. If insurance regulators determine that payment of an ordinary dividend or any other payments by our insurance subsidiaries to us (such as payments under a tax sharing agreement or payments for employee or other services) would be adverse to policyholders or creditors, the regulators may block such payments that would otherwise be permitted without prior approval. Based on the dividend restrictions under applicable laws and regulations, the maximum amount of dividends that our subsidiaries could pay to us in 2004 without regulatory approval is approximately $302 million. Dividends paid by our subsidiaries totaled $244 million through September 30, 2004.

	Statutory Accounting Practices (SAP)

      SAP is a basis of accounting developed to assist insurance regulators in monitoring and regulating the solvency of insurance companies. It is primarily concerned with measuring an insurer’s statutory surplus. Accordingly, statutory accounting focuses on valuing assets and liabilities of insurers at financial reporting dates in accordance with appropriate insurance law and regulatory provisions applicable in each insurer’s domiciliary state.

130

---

Table of Contents

      GAAP is concerned with a company’s solvency, but it is also concerned with other financial measurements, such as income and cash flows. Accordingly, GAAP gives more consideration to appropriate matching of revenue and expenses and accounting for management’s stewardship of assets than does SAP. As a direct result, different assets and liabilities and different amounts of assets and liabilities will be reflected in financial statements prepared in accordance with GAAP as opposed to SAP.

      Statutory accounting practices established by the NAIC and adopted, for the most part, by the various state insurance regulators determine, among other things, the amount of statutory surplus and statutory net income of our insurance subsidiaries and thus determine, in part, the amount of funds they have available to pay as dividends to us.

	Assessments for Guaranty Funds

      Virtually all states require insurers licensed to do business in their state to bear a portion of the loss suffered by some insureds as a result of the insolvency of other insurers. Depending upon state law, insurers can be assessed an amount that is generally equal to between 1% and 3% of premiums written for the relevant lines of insurance in that state each year to pay the claims of an insolvent insurer. A portion of these payments is recoverable through premium rates, premium tax credits or policy surcharges. Significant increases in assessments could limit the ability of our insurance subsidiaries to recover such assessments through tax credits or other means. In addition, there have been some legislative efforts to limit or repeal the tax offset provisions, which efforts, to date, have been generally unsuccessful. These assessments are expected to increase in the future.

	Insurance Regulations Concerning Change of Control

      Many state insurance regulatory laws intended primarily for the protection of policyholders contain provisions that require advance approval by the state insurance commissioner of any change in control of an insurance company that is domiciled, or, in some cases, having such substantial business that it is deemed to be commercially domiciled, in that state. Prior to granting such approval, the state insurance commissioner will consider such factors as the financial strength of the applicant, the integrity of the applicant’s board of directors and executive officers, the applicant’s plans for the future operations of the domestic insurer and any anti-competitive results that may arise from the consummation of the acquisition of control. We own, directly or indirectly, all of the shares of stock of insurance companies domiciled in the states listed in the “General” section above. “Control” is generally presumed to exist through the ownership of 10% (5% in the case of Florida, in which certain of our insurance subsidiaries are domiciled) or more of the voting securities of a domestic insurance company or of any company that controls a domestic insurance company. Any purchaser of shares of common stock representing 10% (5% in the case of Florida) or more of the voting power of our capital stock will be presumed to have acquired control of our domestic insurance subsidiaries unless, following application by that purchaser in each insurance subsidiary’s state of domicile, the relevant insurance commissioner determines otherwise.

      In addition to these filings, the laws of many states contain provisions requiring pre-notification to state agencies prior to any change in control of a non-domestic insurance company admitted to transact business in that state. While these pre-notification statutes do not authorize the state agency to disapprove the change of control, they do authorize issuance of cease and desist orders with respect to the non-domestic insurer if it is determined that some conditions, such as undue market concentration, would result from the acquisition.

      Any future transactions that would constitute a change in control of any of our insurance subsidiaries would generally require prior approval by the insurance departments of the states in which our insurance subsidiaries are domiciled or commercially domiciled and may require pre-acquisition notification in those states that have adopted pre-acquisition notification provisions and in which such insurance subsidiaries are admitted to transact business. Regulatory approval for a change of control may also be required in one or more of the foreign jurisdictions in which we have insurance subsidiaries.

      These requirements may deter, delay or prevent transactions affecting the control of our common stock, including transactions that could be advantageous to our stockholders.

131

---

Table of Contents

	Insurance Regulatory Information System

      The NAIC Insurance Regulatory Information System (IRIS) was developed to help state regulators identify companies that may require special attention. The IRIS system consists of a statistical phase and an analytical phase whereby financial examiners review annual statements and financial ratios. The statistical phase consists of 12 key financial ratios based on year-end data that are generated from the NAIC database annually; each ratio has an established “usual range” of results. These ratios assist state insurance departments in executing their statutory mandate to oversee the financial condition of insurance companies.

      A ratio result falling outside the usual range of IRIS ratios is not considered a failing result; rather, unusual values are viewed as part of the regulatory early monitoring system. Furthermore, in some years, it may not be unusual for financially sound companies to have several ratios with results outside the usual ranges. Generally, an insurance company will become subject to regulatory scrutiny if it falls outside the usual ranges of four or more of the ratios. In the past, variances in certain ratios of our insurance subsidiaries have resulted in inquiries from insurance departments, to which we have responded. These inquiries have not led to any restrictions affecting our operations.

	Risk-Based Capital (RBC) Requirements

      In order to enhance the regulation of insurer solvency, the NAIC has adopted formulas and model laws to implement RBC requirements for life and health insurers, for property and casualty insurers, and, most recently, for health organizations. These formulas and model laws are designed to determine minimum capital requirements and to raise the level of protection that statutory surplus provides for policyholder obligations.

      Under laws adopted by individual states, insurers having less total adjusted capital (generally, as defined by the NAIC), than that required by the relevant RBC formula will be subject to varying degrees of regulatory action, depending on the level of capital inadequacy. The RBC laws provide for four levels of regulatory action. The extent of regulatory intervention and action increases as the ratio of total adjusted capital to RBC falls. The first level, the company action level, requires an insurer to submit a plan of corrective actions to the regulator if total adjusted capital falls below 200% of the RBC amount (or below 250%, when the insurer has a “negative trend” as defined under the RBC laws). The second level, the regulatory action level, requires an insurer to submit a plan containing corrective actions and requires the relevant insurance commissioner to perform an examination or other analysis and issue a corrective order if total adjusted capital falls below 150% of the RBC amount. The third level, the authorized control level, authorizes the relevant insurance commissioner to take whatever regulatory actions considered necessary to protect the best interests of the policyholders and creditors of the insurer, which may include the actions necessary to cause the insurer to be placed under regulatory control, i.e., rehabilitation or liquidation, if total adjusted capital falls below 100% of the RBC amount. The fourth action level is the mandatory control level, which requires the relevant insurance commissioner to place the insurer under regulatory control if total adjusted capital falls below 70% of the RBC amount.

      The formulas have not been designed to differentiate among adequately capitalized companies that operate with higher levels of capital. Therefore, it is inappropriate and ineffective to use the formulas to rate or to rank these companies. At December 31, 2003, all of our insurance subsidiaries had total adjusted capital in excess of amounts requiring company or regulatory action at any prescribed RBC action level.

Federal Regulation

	General

      In 1945, the U.S. Congress enacted the McCarran-Ferguson Act which declared the regulation of insurance to be primarily the responsibility of the individual states. Although repeal of McCarran-Ferguson is debated in the U.S. Congress from time to time, the federal government generally does not directly regulate the insurance business. However, federal legislation and administrative policies in several areas, including healthcare, pension regulation, age and sex discrimination, financial services regulation, securities regulation, privacy laws, terrorism and federal taxation, do affect the insurance business.

132

---

Table of Contents

	Federal Securities Regulation of Our Variable Insurance Product Business

      Two of our subsidiaries, Fortis Benefits Insurance Company and First Fortis Life Insurance Company, are subject to various federal securities regulations because they have been involved in the issuance of variable insurance products that are required to be registered as securities under the Securities Act. These registered insurance contracts, which are no longer being sold, have been 100% reinsured with The Hartford through modified coinsurance agreements. The Hartford now administers this closed block of business pursuant to a third-party administration agreement. Nevertheless, because these two subsidiaries are still considered the issuers of the products, they are subject to regulation by the SEC. As a result, they must file periodic reports under the Securities Exchange Act of 1934, as amended (Exchange Act) and are periodically examined for compliance with applicable federal securities laws by the SEC. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Critical Factors Affecting Results— Acquisitions and Dispositions of Businesses.”

	The Health Insurance Portability and Accountability Act of 1996 (HIPAA)

      As with other lines of insurance, the regulation of health insurance historically has been within the domain of the states. However, HIPAA and the implementing regulations promulgated thereunder by the Department of Health and Human Services impose new obligations for issuers of health and dental insurance coverage and health and dental benefit plan sponsors. HIPAA requires certain guaranteed issuance and renewability of health insurance coverage for individuals and small employer groups (generally 50 or fewer employees) and limits exclusions based on pre-existing conditions. Most of the insurance reform provisions of HIPAA became effective for plan years beginning on or after July 1, 1997.

      HIPAA also establishes new requirements for maintaining the confidentiality and security of individually identifiable health information and new standards for electronic health care transactions. The Department of Health and Human Services promulgated final HIPAA regulations in 2002. The privacy regulations required compliance by April 2003, the electronic transactions regulations by October 2003 and the security regulations by April 2005. As have other entities in the health care industry, we have incurred substantial costs in meeting the requirements of these HIPAA regulations and expect to continue to incur costs to achieve and to maintain compliance. We have been working diligently to comply with these regulations in the time periods required. However, there can be no assurances that we will achieve such compliance with all of the required transactions or that other entities with which we interact will take appropriate action to meet the compliance deadlines. Moreover, as a consequence of these new standards for electronic transactions, we may see an increase in the number of health care transactions that are submitted to us in paper format, which could increase our costs to process medical claims.

      HIPAA is far-reaching and complex and proper interpretation and practice under the law continue to evolve. Consequently, our efforts to measure, monitor and adjust our business practices to comply with HIPAA are ongoing. Failure to comply could result in regulatory fines and civil lawsuits. Knowing and intentional violations of these rules may also result in federal criminal penalties.

	The Terrorism Risk Insurance Act

      On November 26, 2002, the Terrorism Risk Insurance Act was enacted to ensure the availability of insurance coverage for terrorist acts in the United States. This law requires insurers writing certain lines of property and casualty insurance to offer coverage against certain acts of terrorism causing damage within the United States or to U.S. flagged vessels or aircraft. In return, the law requires the federal government to indemnify such insurers for 90% of insured losses resulting from covered acts of terrorism, subject to a premium-based deductible. Any existing policy exclusions for such coverage were immediately nullified by the law, although such exclusions may be reinstated if either the insured consents to reinstatement or fails to pay any applicable increase in premium resulting from the additional coverage within 30 days of being notified of such an increase. It should be noted that an “act of terrorism” as defined by the law excludes purely domestic terrorism. For an act of terrorism to have occurred, the U.S. Secretary of the Treasury must make several

133

---

Table of Contents

      The Terrorism Risk Insurance Act required the U.S. Secretary of the Treasury to conduct an expedited study as to whether or not group life insurance should be covered under the law. Based on the study, the Secretary concluded that inclusion of group life insurance was not appropriate.

      We have a geographically diverse block of group life business and have secured limited reinsurance protection against catastrophic losses in our group life product line. Nevertheless, we are exposed to the risk of substantial group life losses from a catastrophe, including a terrorist act.

      Given that our property and casualty insurance products primarily cover personal residences and personal property, we do not believe our property and casualty exposure to terrorist acts to be significant.

	USA PATRIOT Act

      On October 26, 2001, the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 was enacted into law as part of the USA PATRIOT Act. Among its many provisions the law requires that financial institutions adopt anti-money laundering programs that include policies, procedures and controls to detect and prevent money laundering, designate a compliance officer to oversee the program and provide for employee training, and periodic audits in accordance with regulations proposed by the U.S. Treasury Department. Proposed Treasury regulations governing portions of our life insurance business would require us to develop and implement procedures designed to detect and prevent money laundering and terrorist financing. We remain subject to U.S. regulations that prohibit business dealings with entities identified as threats to national security. We have licensed software to enable us to detect and prevent such activities in compliance with existing regulations and we are developing policies and procedures designed to comply with the proposed regulations should they come into effect.

      There are significant criminal and civil penalties that can be imposed for violation of Treasury regulations. We believe that the steps we are taking to comply with the current regulations and to prepare for compliance with the proposed regulations should be sufficient to minimize the risks of such penalties.

	Gramm-Leach-Bliley Act

      On November 12, 1999, the Gramm-Leach-Bliley Act of 1999 became law, implementing fundamental changes in the regulation of the financial services industry in the United States. The Act permits the transformation of the already converging banking, insurance and securities industries by permitting mergers that combine commercial banks, insurers and securities firms under one holding company. Under the Act, national banks retain their existing ability to sell insurance products in some circumstances. In addition, bank holding companies that qualify and elect to be treated as “financial holding companies” may engage in activities, and acquire companies engaged in activities, that are “financial” in nature or “incidental” or “complementary” to such financial activities, including acting as principal, agent or broker in selling life, property and casualty and other forms of insurance, including annuities. A financial holding company can own any kind of insurance company or insurance broker or agent, but its bank subsidiary cannot own the insurance company. Under state law, the financial holding company would need to apply to the insurance commissioner in the insurer’s state of domicile for prior approval of the acquisition of the insurer, and the Act provides that the commissioner, in considering the application, may not discriminate against the financial holding company because it is affiliated with a bank. Under the Act, no state may prevent or interfere with affiliations between banks and insurers, insurance agents or brokers, or the licensing of a bank or affiliate as an insurer or agent or broker. Privacy provisions of the Act became fully effective in 2001. These provisions established consumer protections regarding the security and confidentiality of nonpublic personal information and require us to make full disclosure of our privacy policies to our customers.

134

---

Table of Contents

	Regulation by the Federal Reserve Board

      Fortis Bank, which is a company in the Fortis Group, obtained approval in 2002 from state banking authorities and the Federal Reserve to establish branch offices in Connecticut and New York. By virtue of the opening of these offices, the Fortis Group’s operations and investments (including the Fortis Group’s investment in us) became subject to the nonbanking prohibitions of Section 4 of the BHCA. Except to the extent that a BHCA exemption or authority is available, Section 4 of the BHCA does not permit foreign banking organizations with U.S. branches to own more than 5% of any class of voting shares or otherwise to control any company that conducts commercial activities, such as manufacturing, distribution of goods or real estate development.

      To broaden the scope of activities and investments permissible for the Fortis Group and us, the Fortis Group in 2002 notified the Federal Reserve of its election to be a “financial holding company” for purposes of the BHCA and the Federal Reserve’s implementing regulations in Regulation Y. As a financial holding company, the Fortis Group may own shares of companies engaged in activities in the United States that are “financial in nature,” “incidental to such financial activity” or “complementary to a financial activity.” Activities that are “financial in nature” include, among other things:

	•	insuring, guaranteeing or indemnifying against loss, harm, damage, illness, disability or death, or providing and issuing annuities; and
	•	acting as principal, agent or broker for purposes of the foregoing.

      In connection with Fortis Bank’s establishment of U.S. branches, staff of the Federal Reserve inquired as to whether certain of our activities are financial in nature under Section 4(k) of the BHCA. In light of the Fortis Group’s contemplated divestiture of our shares, this inquiry was suspended at the Fortis Group’s and our request. To the extent that any of our activities might be deemed not to be financial in nature under Section 4(k), the Fortis Group may rely on an exemption in Section 4(a)(2) of the BHCA that permits the Fortis Group to continue to hold interests in companies engaged in activities that are not financial in nature for an initial period of two years and, with Federal Reserve approval for each extension, for up to three additional one-year periods. The Federal Reserve also has the discretion to permit the Fortis Group to hold such interests after the five-year period under certain provisions other than Section 4(a)(2). The initial two-year period under Section 4(a)(2) expired on December 2, 2004. The Fortis Group has requested an initial one-year extension of the divestiture period.

      If the Federal Reserve does not grant an extension of the divestiture period for any one-year period or if Fortis holds more than 5% of any class of our voting shares after December 2, 2007, without the consent or acquiescence of the Federal Reserve, and the Federal Reserve determined that certain of our activities are nonfinancial, the Fortis Group may be required (i) to rely on another provision of the BHCA, (ii) to close the U.S. branches of Fortis Bank, or (iii) to divest any of our shares exceeding 5% of any class of our voting shares and to divest any control over us for purposes of the BHCA.

      The Fortis Group will continue to qualify as a financial holding company so long as Fortis Bank remains “well capitalized” and “well managed,” as those terms are defined in Regulation Y. Generally, Fortis Bank will be considered “well capitalized” if it maintains tier 1 and total risk-based capital ratios of at least 6% and 10%, respectively. The Fortis Group will be considered “well managed” if it has received at least a satisfactory composite rating of its U.S. branch operations at its most recent examination. If the Fortis Group lost and were unable to regain its financial holding company status, the Fortis Group could be required (i) to close the U.S. branches of Fortis Bank or (ii) to divest any of our shares exceeding 5% of any class of our voting securities and to divest any control over us for purposes of the BHCA.

      In addition, the Federal Reserve has jurisdiction under the BHCA over all of the Fortis Group’s direct and indirect U.S. subsidiaries. We and our subsidiaries will be considered subsidiaries of the Fortis Group for purposes of the BHCA so long as the Fortis Group owns 25% or more of any class of our voting shares or otherwise controls or has been determined to have a controlling influence over us within the meaning of the BHCA. The Federal Reserve could take the position that the Fortis Group continues to control us until the Fortis Group reduces its ownership to less than 5% of our voting shares. So long as the Fortis Group controls us for purposes of the BHCA, the Federal Reserve could require us immediately to discontinue, restructure or

135

---

Table of Contents

Legislative Developments

      Legislation has been introduced in the U.S. Congress that would allow state-chartered and regulated insurance companies, such as our insurance subsidiaries, to choose instead to be regulated exclusively by a federal insurance regulator. We do not believe that such legislation will be enacted during the current Congressional term.

      Numerous proposals to reform the current health care system have been introduced in the U.S. Congress and in various state legislatures. Proposals have included, among other things, modifications to the existing employer-based insurance system, a quasi-regulated system of “managed competition” among health insurers, and a single-payer, public program. Changes in health care policy could significantly affect our business. For example, federally mandated, comprehensive major medical insurance, if proposed and implemented, could partially or fully replace some of our current products. Furthermore, legislation has been introduced from time to time in the U.S. Congress that could result in the federal government assuming a more direct role in regulating insurance companies.

      In addition, the U.S. Congress is considering the expansion of risk retention groups, which were originally established in 1986 to address the lack of available product liability insurance. Risk retention groups may be

      There is also legislation pending in the U.S. Congress and in various states designed to provide additional privacy protections to consumer customers of financial institutions. These statutes and similar legislation and regulations in the United States or other jurisdictions could affect our ability to market our products or otherwise limit the nature or scope of our insurance operations.

      The NAIC and individual states have been studying small face amount life insurance for the past two years. Some initiatives that have been raised at the NAIC include further disclosure for small face amount policies and restrictions on premium to benefit ratios. The NAIC is also studying other issues such as “suitability” of insurance products for certain customers. This may have an effect on our pre-funded funeral insurance business. Suitability requirements such as a customer assets and needs worksheet could extend and complicate the sale of pre-funded funeral insurance products.

      Medical Savings Accounts were created by U.S. Congress as a trial program in 1996. MSAs allow self-employed individuals, as well as employees of small employers (i.e., employers with 50 or fewer employees), to set aside funds on a tax-free basis for the purpose of paying eligible medical expenses, so long as such persons are covered under a high-deductible health insurance policy. MSA health insurance policies have become an important and growing product line for Assurant Health. On December 8, 2003, the Medicare Prescription & Modernization Act was signed into law. This Act includes a provision providing for HSAs. In addition, the House passed a 12-month extension on MSAs, providing a transition period for the continued offering of MSAs.

      We are unable to evaluate new legislation that may be proposed and when or whether any such legislation will be enacted and implemented. However, many of the proposals, if adopted, could have a material adverse effect on our financial condition, cash flows or results of operations, while others, if adopted, could potentially benefit our business.

Foreign Jurisdictions

      A portion of our business is carried on in foreign countries. We have insurance subsidiaries domiciled in Argentina, Brazil, the Dominican Republic, the Turks and Caicos Islands and the United Kingdom. Certain subsidiaries operate in Canada under the branch system. The degree of regulation and supervision in foreign jurisdictions varies from minimal in some to stringent in others. Generally, our insurance subsidiaries

136

---

Table of Contents

      In addition to licensing requirements, our foreign operations are also regulated in various jurisdictions with respect to:

	•	currency, policy language and terms;
	•	amount and type of security deposits;
	•	amount and type of reserves;
	•	amount and type of local investment; and
	•	the share of profits to be returned to policyholders on participating policies.

      Some foreign countries regulate rates on various types of policies. Certain countries have established reinsurance institutions, wholly or partially owned by the state, to which admitted insurers are obligated to cede a portion of their business on terms which do not always allow foreign insurers full compensation. In some countries, regulations governing constitution of technical reserves and remittance balances may hinder remittance of profits and repatriation of assets.

137

---

Table of Contents

MANAGEMENT

Directors

      The table below sets forth the names, ages and positions of our directors as of January 1, 2005:

Name		Age				Positions
John Michael Palms(1)			69			Chairman of the Board
J. Kerry Clayton(1)			59			Director and Chief Executive Officer
Michel Baise(2)			55			Director
Robert J. Blendon(1)			62			Director
Beth L. Bronner(1)			53			Director
Howard L. Carver(2)			60			Director
Allen R. Freedman(2)			64			Director
H. Carroll Mackin(3)			64			Director
Michele Coleman Mayes(3)			55			Director
Gilbert Mittler(2)			55			Director

(1)	Denotes Class I Director with term to expire in 2005.
(2)	Denotes Class III Director with term to expire in 2007.
(3)	Denotes Class II Director with term to expire in 2006.

      Pursuant to our by-laws, our board of directors is classified. These classifications have been denoted above.

John Michael Palms, Ph.D., D.Sc., Chairman of the Board. Dr. Palms has been a member of our board of directors since March 1990 and became Chairman in October 2003. Dr. Palms is a Distinguished University Professor at the University of South Carolina and was the President of the University of South Carolina from 1991 until his retirement in 2002. Earlier in his career, Dr. Palms served as President of Georgia State University and as a professor and administrator at Emory University. Dr. Palms currently serves on the boards of the Computer Task Group and Simcom International and is the Chair of Exelon Corporation’s audit committee. He is also Chairman of the Board of the Institute for Defense Analyses. In the past, Dr. Palms has been a member of various additional company committees and boards including the University of South Carolina’s Educational and Development Foundation Boards, NationsBank of the Carolinas’ audit committee, the audit committee of the Board of Directors of Carolina First Bank, the Mynd Corporation’s compensation committee and Chair of PECO Energy’s nuclear committee.

J. Kerry Clayton, Chief Executive Officer and Director. Mr. Clayton has been President and Chief Executive Officer of the Company since May 2000 and has been a member of our board of directors since March 1999. From 1993 to 1999, Mr. Clayton served as Executive Vice President of the Company with a variety of responsibilities. From 1985 to 1993, Mr. Clayton served as President of Fortis Benefits Insurance Company, which acquired and combined the operations of Western Life Insurance Company, St. Paul Life Insurance Company and the Group Division of Mutual Benefit Life. He also served as Senior Vice President, Finance of the Company from 1981 to 1985. From 1970 to 1980, Mr. Clayton held various positions with American Security Group (now Assurant Solutions), which was acquired by the Company in 1980.

Michel Baise, Director. Mr. Baise has been a member of our board of directors since October 2003. Mr. Baise is currently General Manager, Finance of Fortis Group and has held this position since 1994. From 1989 to 1994, Mr. Baise worked for Société Générale de Belgique, as Advisor in the Industrial Subsidiaries and Strategy Division. Between 1982 and 1989, Mr. Baise served in various management positions and as a member of the Executive Committee of the Belgian Bank in Hong Kong and Belgium. This was preceded by assignments at the European Asian Bank as Credit Manager in Hamburg, Germany from 1981 to mid-1982, and Operations Manager in Singapore from 1977 to 1980. Mr. Baise began his career in 1972 as a management trainee at Generale Bank, later named Fortis Bank, and held various positions there including

138

---

Table of Contents

Dr. Robert J. Blendon, Sc.D., Director. Dr. Blendon has been a member of our board of directors since March 1993. Dr. Blendon has been a professor of Health Policy at Harvard University’s School of Public Health and a professor of Political Analysis at Harvard University’s Kennedy School of Government since 1987. Previously, he served as Vice President of The Robert Wood Johnson Foundation.

Beth L. Bronner, Director. Ms. Bronner has been a member of our board of directors since January 1994. Ms. Bronner is currently Senior Vice President and Chief Marketing Officer of Jim Beam Brands, a division of Fortune Brands. Prior to joining Jim Beam in 2003, Ms. Bronner was a Partner at LERA Consulting in Chicago, Illinois. Prior to joining LERA Consulting in 2002, Ms. Bronner was the President and Chief Operating Officer of ADVO, Inc., the nation’s largest full-service targeted direct mail marketing company. Before joining ADVO, Inc. in 2000, Ms. Bronner was President of the Health Division at Sunbeam Corporation. She was also a Senior Vice President and Director of Marketing of North American Consumer Banking at Citibank, N.A. and Vice-President of Emerging Markets for AT&T Company. Since 1993, she has been a member of the board of directors of The Hain-Celestial Group Inc., and has chaired its compensation committee. She also served as a member of Oak Industries, Inc.’s audit committee from 1996 until its 2000 merger with Corning Incorporated. Ms. Bronner also serves on the boards of several charitable organizations; she is currently serving as a board member of the Cradle Foundation and is on the board of trustees of the Goodman Theater in Chicago, Illinois. She is a former trustee of the New School in New York City.

Howard L. Carver, Director. Mr. Carver has been a member of our board of directors since June 2002. Mr. Carver is retired as an Office Managing Partner of Ernst & Young. Mr. Carver’s career at Ernst & Young spanned five decades, beginning as an auditor and a financial consultant. He later became the director of insurance operations in several Ernst & Young offices, and served as Regional Director of insurance operations, Associate National Director of insurance operations, Co-Chairman of Ernst & Young’s International insurance committee and was a member of the Ernst & Young National Insurance Steering Committee. He retired from Ernst & Young in June of 2002. He currently chairs the audit committee of Open Solutions and up until March 2004, he chaired the audit committee of the Phoenix National Trust Company, a wholly owned subsidiary of the Phoenix Group. Mr. Carver is a Certified Public Accountant and is a member of both the American Institute of Certified Public Accountants, and the Connecticut Society of CPAs. Mr. Carver also serves on the boards and/or finance committees of several civic/charitable organizations.

Allen R. Freedman, Director. Mr. Freedman has been a member of our board of directors since its inception in 1979. Mr. Freedman is currently the owner and principal of A.R. Freedman & Co., a corporate strategy development firm and is the former Chairman and Chief Executive Officer of the Company, where he served as Chief Executive Officer until May 2000 and Chairman until his retirement in July 2000. In 1979, Mr. Freedman became the Company’s president and first employee, initiating the Company’s initial strategy and orchestrating its growth over the next 21 years. He began his career in 1964 as a tax lawyer, and a year later, he joined the Internal Revenue Service’s Office of the Chief Counsel. Mr. Freedman served as Vice President of D.H. Magid & Co. from 1967 to 1970. From there, he served as Vice President of Irving Trust Company (now Bank of New York). In 1975, Mr. Freedman became Executive Vice President and Treasurer of Lewis R. Eisner & Co., where he managed the creation of what is now Assurant in the United States, along with several other investments made by predecessors of Assurant. Beginning in 1978, he initiated and supervised most aspects of Assurant’s U.S. operations. Since his retirement as Chairman and Chief Executive Officer of the Company, he has served as a Director of StoneMar LP (formerly Cornerstone Family Services), Chairman of its audit committee and a member of its investment committee. In October 2004, he became a member of the board of directors of Indus International, Inc. and serves as Chairman of its compensation committee. He is also a member of the board of directors of the newly formed Association of Audit Committee Members, Inc. From 1984 to 2004, Mr. Freedman served on the board of directors of Systems &

139

---

Table of Contents

H. Carroll Mackin, Director. Mr. Mackin is the former Executive Vice President and Treasurer of the Company, where he served from 1980 until his retirement in 1997. Mr. Mackin has been a member of our board of directors since October 1996. Mr. Mackin served as a consultant to the Company in 1979. He was the Company’s fourth employee and initiated many of the Company’s early activities, including consolidating its investment departments and its first treasury function. Before joining the Company, he was Director for Investments at Forstmann, Leff. He is currently principal owner of Great Northern Manufacturing, LLC, a Louisville, Kentucky-based manufacturer of specialty nails.

Michele Coleman Mayes, Director. Ms. Mayes was elected to our board of directors in October 2004. Ms. Mayes currently serves as Senior Vice President, General Counsel for Pitney Bowes Inc. Prior to joining Pitney Bowes in 2003, Ms. Mayes held legal and management positions at Colgate-Palmolive Company, including Legal Vice President, Assistant Secretary and Corporate Officer from 2001 to 2003. Prior to joining Colgate-Palmolive in 1992, Ms. Mayes worked at Unisys Corporation and was Staff Vice President and Associate General Counsel from 1987 to 1992. Previously, Ms. Mayes served in the United States Department of Justice in the Eastern District of Michigan and from 1980 to 1982 Ms. Mayes served as the Chief of the Civil Division. Ms. Mayes is a member of Legal Momentum and the Business Council of Southwestern Connecticut.

Gilbert Mittler, Director. Mr. Mittler is the Chief Financial Officer of Fortis Group, and has been a member of our board of directors since March 2003. Mr. Mittler joined AG Group, one of the founding companies of Fortis Group, in 1988 and became at the inception of Fortis Group in 1990 Director of Fortis Group Finance & Development and Secretary of the Executive and Supervisory Boards of Fortis Group’s parent companies. He began his career as an accountant at Arthur Andersen in 1974, and subsequently worked for Belgian holding company Sofina as Senior Officer from 1976 to 1988. In 1988, he was recruited to serve as Head of Corporate Development of the AG Group (now Fortis AG), and in 1993 became Managing Director of ASLK Bank (now Fortis Bank) and a member of its Executive Committee, responsible for Finance & Control and foreign operations. In 1998, he became a member of the executive committee of Fortis Group, and a year later, he was named Managing Director of Fortis (B) and Fortis (NL), maintaining various responsibilities at group level. Since September 2000, he has served as Chief Financial Officer of Fortis Group and since 2001 also as Managing Director and Chief Financial Officer of Fortis Bank. Mr. Mittler is a member of the board of directors of Caifor, Fortis AG, Fortis Bank and Fortis Insurance N.V. He is also Vice-Chairman of the board of directors of the Banque Générale du Luxembourg and a member of Fortis ASR N.V.’s “Raad van Commissarissen” (Supervisory Board).

Composition of Board of Directors

      Our by-laws provide that our board of directors shall consist of such number of directors as from time to time fixed exclusively by resolution of the board of directors. However, our certificate of incorporation provides that for so long as Fortis owns at least 10% of our outstanding shares of common stock, our board of directors shall consist of no more than 12 directors (including at least seven independent directors at such time as is required by the listing standards of the New York Stock Exchange). The current board of directors consists of 10 persons and is divided into three classes. In addition, each director will serve a three year term, with termination staggered according to class, except that Class I Directors will have an initial term expiring in 2005 and Class II Directors will have an initial term expiring in 2006. The classification and current term of office of each of our directors has been noted in the table listing our board of directors under “—Directors.”

      Pursuant to the shareholders’ agreement that we entered into with Fortis, Fortis has the right to nominate designees to our board of directors and, subject to limited exceptions, our board of directors will nominate those designees as follows: (i) so long as Fortis owns at least 10% of our outstanding shares of common stock, two designees (out of a maximum of 12 directors); and (ii) so long as Fortis owns less than 10% but at least 5% of our outstanding shares of common stock, one designee. Currently, Fortis has two designees on our board of directors, consisting of Messrs. Baise and Mittler. However, we have agreed with Fortis to terminate the

140

---

Table of Contents

Committees of the Board of Directors

      Executive Committee. The Executive Committee is composed of Messrs. Baise, Clayton, Freedman and Palms and is chaired by Mr. Clayton. This committee acts for the board of directors when a meeting of the full board is not practical.

      Compensation Committee. The Compensation Committee is composed of Ms. Bronner, Ms. Mayes and Mr. Freedman and is chaired by Mr. Freedman. This committee approves, administers and interprets our compensation policies, including our executive incentive programs. It reviews and makes recommendations to our board of directors to ensure that our compensation policies are consistent with our compensation philosophy and corporate governance principles. This committee appoints the members to the Assurant Benefit Plans Committee and the Assurant Benefit Plans Investment Committee and approves the Company’s contribution to the 401(k) portion of the Executive Pension and 401(k) Plan. This committee is also responsible for establishing our CEO’s compensation.

      Audit Committee. The Audit Committee is composed of Messrs. Carver, Mackin and Palms and is chaired by Mr. Carver. This committee has general responsibility for the oversight and surveillance of our accounting, reporting and financial control practices. Among other functions, the committee retains our independent public accountants. Each member of the Audit Committee is a non-management director. Mr. Carver is a “financial expert” within the definition of that term under the regulations under the Securities Act.

      Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is composed of Messrs. Blendon and Palms and Ms. Mayes and is chaired by Dr. Palms. This committee oversees our governance policies, nominates directors for election by the board or by stockholders, nominates committee chairpersons and nominates directors for membership on the committees of the board.

Compensation Committee Interlocks and Insider Participation

      The Compensation Committee is composed of Ms. Bronner, Mr. Freedman and Ms. Mayes. There are no “interlocks,” as defined by the SEC, with respect to any member of the Compensation Committee. Currently, Ms. Bronner and Ms. Mayes are independent directors. Mr. Freedman is a non-independent director.

Director Compensation

      Our board of directors adopted and our sole stockholder approved the Assurant Directors Compensation Plan, as amended on December 12, 2003, to be effective as of the effective date of the registration statement of which this prospectus is a part. The purpose of the plan is to attract, retain and compensate highly qualified individuals for service as members of the board of directors by providing them with competitive compensation and an ownership interest in the Company. Directors who are employees of the Company or any of its subsidiaries or affiliates, or of Fortis or any of its subsidiaries or affiliates, and directors who are designated by Fortis to serve as directors pursuant to the shareholders’ agreement between the Company and Fortis, are not eligible to participate in the plan or to receive payment for service as a director.

      The plan provides for payment of an annual retainer to our non-employee directors of $35,000, payable in cash quarterly. Additional annual retainers will be paid to the Chairman of the Board and committee members

141

---

Table of Contents

      In addition to cash compensation, the plan provides that each non-employee director will receive, on the later of the effective date of the plan or the first date he or she becomes a non-employee director, an initial award of (1) shares of our common stock having a grant date value equal to the normal (non-prorated) annual cash retainer amount for such year, excluding any retainer related to a committee member or chairperson assignment, and (2) stock appreciation rights with respect to an equal number of shares of common stock. On the day following each annual meeting of our stockholders, beginning in 2005, each non-employee director then in office (other than a director who first became a non-employee director at the stockholders meeting held on the previous day) will receive (1) an award of shares of common stock having a grant date value equal to the director’s annual cash retainer for such year, excluding any retainer earned by the director as a committee member or chair, and (2) an award of stock appreciation rights with respect to an equal number of shares of common stock. In no event will a director receive both an initial award and an annual award of shares of common stock and stock appreciation rights for the same year of service. The stock appreciation rights granted under the plan will have a base value equal to the fair market value of our common stock on the date of grant. Upon exercise of a stock appreciation right, a director will receive a cash payment equal to the excess, if any, of the fair market value of one share of our common stock on the date of exercise over the base value of the right. Stock appreciation rights granted under the plan will be fully vested on the date of grant, but may not be exercised until the fifth anniversary of the date of grant. To the extent not previously exercised, such rights will be automatically exercised on the earlier of the first anniversary of the grantee’s termination as a director of the Company for any reason or the tenth anniversary of the date of grant.

      Subject to adjustment for recapitalization events, the maximum number of shares of our common stock that may be issued under the Directors Compensation Plan is 500,000. The plan will remain in effect until the day following the 2013 annual meeting of our stockholders, unless terminated earlier by our board of directors. The board of directors may at any time terminate or amend the plan, but any such amendment would be subject to stockholder approval if, in the reasonable judgment of the board, the amendment would constitute a material change requiring stockholder approval under applicable laws or the applicable requirements of a stock exchange on which our stock is listed.

Consulting Agreement

      Effective July 31, 2000, Mr. Freedman retired as the Chief Executive Officer of the Company. In connection with his retirement, Mr. Freedman entered into a Consulting, Non-Compete and Payments Agreement with us and Fortis pursuant to which he agreed to (1) perform consulting services for the Company for a period of three years from and after July 31, 2000, and (2) refrain from certain activities that would be in competition with the Company, which includes refraining from encouraging, soliciting or inducing any officer or employee of the Company or its subsidiaries to enter into an employment relationship with any entity whose business activities are in competition with those of the Company for a period of five years ending

142

---

Table of Contents

      On July 19, 1999, Mr. Freedman entered into a Retirement Agreement with us and Fortis relating to the payments and benefits to be provided to Mr. Freedman in connection with his scheduled retirement on July 31, 2000. The agreement provided that: as of the date of Mr. Freedman’s retirement of July 31, 2000, Mr. Freedman would be fully vested in all amounts earned under our long term incentive plan. The amounts due Mr. Freedman under the long term incentive plan could be deferred by Mr. Freedman for a period of five years beyond the later of his retirement as an employee and his departure from our Board of Directors. The deferred amounts due Mr. Freedman under the long term incentive plan would be put into a trust for the benefit of Mr. Freedman during the deferral period.

      On August 1, 2000, we entered into a trust agreement with Wachovia Bank, N.A., for the benefit of Mr. Freedman. The trust was created to carry out the provisions of the Retirement Agreement and to hold assets contributed by us sufficient to fund our obligation to Mr. Freedman under the long term incentive plan. The trust constituted an unfunded arrangement, subject to the claims of our creditors in the event of insolvency. We then deposited into the trust an amount equal to our remaining obligation to Mr. Freedman under the long term incentive plan. On August 25, 2000, a portion of this amount was used, at the direction of Mr. Freedman, to purchase life insurance policies, of which specified family members of Mr. Freedman as the beneficiaries. Premiums on those life insurance policies were payable over time, and payments began on August 25, 2000.

      The final payment of $1,889,776 was paid in August 2004. Total premiums paid were $9,889,776.

143

---

Table of Contents

Executive Officers

      The table below sets forth certain information concerning our executive officers as of January 1, 2005:

Name		Age				Positions
J. Kerry Clayton			59			President, Chief Executive Officer and Director
Robert B. Pollock			50			Executive Vice President and Chief Financial Officer
Lesley Silvester			57			Executive Vice President
Michael J. Peninger			49			Executive Vice President; President and Chief Executive Officer of Assurant Employee Benefits
Alan W. Feagin			58			Executive Vice President; President and Chief Executive Officer of Assurant PreNeed
Donald Hamm			50			Executive Vice President; President and Chief Executive Officer of Assurant Health
Philip Bruce Camacho			46			Executive Vice President; President and Chief Executive Officer of Assurant Solutions
Katherine Greenzang			40			Senior Vice President, General Counsel and Secretary
Jeffrey Helman			50			Senior Vice President and General Auditor
Christopher Pagano			41			President and Chief Investment Officer of Assurant Asset Management
Larry M. Cains			57			Senior Vice President, Investor Relations
Robert Haertel			49			Senior Vice President, Compensation and Benefits
Edwin L. Harper			63			Senior Vice President, Public Affairs/Government Relations
Barbara R. Hege			61			Senior Vice President, Finance (Taxation)
Lance R. Wilson			57			Senior Vice President and Chief Information Officer
John A. Sondej			39			Senior Vice President, Controller and Principal Accounting Officer
Miles B. Yakre			36			Senior Vice President, Corporate Actuary and Treasurer

J. Kerry Clayton, President, Chief Executive Officer and Director. Biography available under “—Directors.”

Robert B. Pollock, Executive Vice President and Chief Financial Officer. Mr. Pollock has been our Executive Vice President and Chief Financial Officer since January 1999. He is also the Chairman of Assurant Solutions. From 1993 to 1999, he served as President and Chief Executive Officer of Assurant Employee Benefits. Mr. Pollock began his career as an actuary at CUNA Mutual Insurance Group in 1974. He then joined the Company as a staff actuary at Assurant Employee Benefits in 1981. In July 1992, Mr. Pollock was appointed Senior Vice President, Group Life and Disability at Assurant Employee Benefits. In July 1993, he was appointed President and Chief Executive Officer of Assurant Employee Benefits. He is a Fellow of the Society of Actuaries and a member of the American Academy of Actuaries. Mr. Pollock was the Chairman of the Disability Insurance Committee for the Health Insurance Association of America (HIAA) for three years.

Lesley Silvester, Executive Vice President. Ms. Silvester has been our Executive Vice President since January 2001. From 1996 to 1999, she served as Director, Group Management Development for the Fortis Group in Brussels. Since returning to the United States in 1999, Ms. Silvester has had responsibility for Human Resources for the Company and, in 2001, assumed Executive Committee responsibility for Assurant PreNeed. Ms. Silvester’s professional career spans more than two and a half decades, much of which has been in the insurance industry in human resources management, organization development and strategy. Ms. Silvester’s experience includes 15 years in different parts of the Company in the United States and with Fortis Group in Europe, focusing recently on world-wide senior management development, company learning, human resources strategy and post-merger integration. Ms. Silvester is a Graduate Member of the Institute of Personnel Management in the United Kingdom and holds both her F.L.M.I. and American Compensation Association Certification.

144

---

Table of Contents

Michael J. Peninger, Executive Vice President; President and Chief Executive Officer, Assurant Employee Benefits. Mr. Peninger has been President and Chief Executive Officer of Assurant Employee Benefits since January 1999. Mr. Peninger began his career at Northwestern National Life in 1977 as an actuary. He then joined Assurant Employee Benefits in 1985 as a corporate actuary and has held various positions within the Company. In 1991, Mr. Peninger was appointed Senior Vice President and Chief Financial Officer and in 1993 he became Senior Vice President of Finance and Claims of Assurant Employee Benefits. In 1998, Mr. Peninger was appointed Executive Vice President. Mr. Peninger is a Fellow of the Society of Actuaries and a member of the American Academy of Actuaries.

Alan W. Feagin, Executive Vice President; President and Chief Executive Officer, Assurant PreNeed. Mr. Feagin is President and Chief Executive Officer of Assurant PreNeed and Vice-Chairman and Chief Executive Officer of AMLIC, positions he has held since January 1995. Mr. Feagin joined United Family Life Insurance Company (now part of Assurant PreNeed) in 1989 as Senior Vice President, Marketing. He also served as Senior Vice President of Sales of United Family Life before being named President and Chief Executive Officer in 1995. Mr. Feagin has more than 20 years of experience in the marketing, advertising and sales arenas, beginning his career in the soft drink industry. He has served in various senior marketing positions with the McCann-Erickson advertising agency, RJ Reynolds Industries and Canada Dry/ Sunkist Corporation prior to joining the Company.

Donald Hamm, Executive Vice President; President and Chief Executive Officer, Assurant Health. Mr. Hamm has been President and Chief Executive Officer of Assurant Health since January 2003. Mr. Hamm first joined Assurant Health in 1982, holding several executive positions until 1993. He then worked as a principal with William M. Mercer, as a consultant with Tillinghast-Towers Perrin and as Vice President of the Southeast Region for Blue Cross/ Blue Shield of Wisconsin prior to rejoining Assurant Health in 1999 as Chief Financial Officer. Mr. Hamm is a Fellow in the Society of Actuaries, a member of the American Academy of Actuaries and a Fellow of the Life Management Institute.

Philip Bruce Camacho, Executive Vice President; President and Chief Executive Officer, Assurant Solutions. Mr. Camacho has been President and Chief Executive Officer of Assurant Solutions since January 2003. Prior to his appointment as President, Mr. Camacho served as Assurant Group’s Executive Vice President for Sales and Marketing. Mr. Camacho joined American Bankers in 1990 as Vice President of Information Systems. At the time of the Company’s acquisition of American Bankers, he was Executive Vice President, Investor Relations, with responsibility for legal and regulatory affairs, marketing services, licensing, state filings and client administration, as well as investor relations. A certified public accountant, before joining American Bankers, Mr. Camacho worked as an accountant with PricewaterhouseCoopers LLP, specializing in insurance in the United States, United Kingdom and the Caribbean.

Katherine Greenzang, Senior Vice President, General Counsel and Secretary. Ms. Greenzang has been our Senior Vice President, General Counsel and Secretary since June 2001. Ms. Greenzang joined the Company in August 1994 as Corporate Counsel. She was named Assistant Vice President and Corporate Counsel in 1995 and Vice President, Corporate Counsel in 1996 before assuming her current position. Prior to joining the Company, Ms. Greenzang worked as an associate at Dewey Ballantine LLP. She is a member of the American Bar Association, the New York State Bar Association and the Association of Corporate Counsel.

Jeffrey Helman, Senior Vice President and General Auditor. Mr. Helman has been Senior Vice President and General Auditor since January 1997. As head of Audit Services, he is responsible for fulfilling the internal auditing requirements of the Company and its individual business segments. Mr. Helman has over two decades of experience and expertise in finance and auditing. Prior to joining the Company in 1993 as Vice President, he was a Partner at Arthur Andersen & Company, where he had worked since graduating from college in 1975. Mr. Helman is a Certified Public Accountant and is a member of the Institute of Internal Auditors and the American Institute of Certified Public Accountants.

Christopher Pagano, President and Chief Investment Officer, Assurant Asset Management. Mr. Pagano has been President and Chief Investment Officer of Assurant Asset Management, a division of the Company, since January 2005 when he assumed the roles and responsibilities of Lucinda Landreth, who voluntarily terminated her employment effective December 31, 2004. Mr. Pagano joined the Company in 1996, served as

145

---

Table of Contents

Larry M. Cains, Senior Vice President, Investor Relations. Mr. Cains has been our Senior Vice President, Investor Relations, since January 2004. Prior to his current position, he served as Senior Vice President, Finance for nine years and was responsible for managing the departments of the Controller, corporate insurance and Information Technology (New York). Prior to assuming that position, Mr. Cains served as the Company’s Vice President and Controller for seven years. Mr. Cains has three decades of experience in accounting, finance and general management. Prior to joining the Company in 1988, he was Marsh & McLennan’s Vice President and Controller for ten years. Earlier in his career, he was employed by Arthur Andersen & Company and Hertz Corporation in accounting and auditing. Mr. Cains is a Certified Public Accountant and is a member of the National Investor Relations Institute, the American Institute of Certified Public Accountants, the New York Society of Certified Public Accountants and Financial Executives International.

Robert Haertel, Senior Vice President, Compensation and Benefits. Mr. Haertel has been Senior Vice President of the Company since January 2001. Prior to his current position he was Vice President, Compensation, a position he held since June 1998. Mr. Haertel began his career in Human Resources as an employee relations generalist for Shell Oil Company in 1979. He then went on to hold various management positions specializing in compensation and human resources at Citicorp, Engelhard Corporation, Bankers Trust and CS First Boston. Prior to joining the Company in June 1998, Mr. Haertel was the director of compensation and benefits at Nielsen Media Research. Mr. Haertel holds a Certified Compensation Professional designation from World at Work (formerly the American Compensation Association) and is a member of the Society of Human Resources Management.

Edwin L. Harper, Senior Vice President, Public Affairs/ Government Relations. Mr. Harper has been our Senior Vice President, Public Affairs/ Government Relations since July 2001. Prior to his current position, Mr. Harper held a number of senior management positions including Chief Operating Officer and Chief Financial Officer of American Security Group (now Assurant Solutions) from 1998 to 2001. Prior to joining American Security Group, Mr. Harper held various executive positions, including President and Chief Executive Officer of the Association of American Railroads, Executive Vice President and Chief Financial Officer of the Campbell Soup Company and Senior Vice President and Chief Administrative Officer of CertainTeed Corporation. In 1980, Mr. Harper joined then President-elect Reagan’s Transition Team. He stayed on to become an Assistant to the President, Deputy Director of the Office on Management and Budget and, later, Chief of Policy Development. Earlier, from 1970 to 1973, he served under President Nixon as a Special Assistant to the President with policy planning and budgeting responsibilities. Mr. Harper has served on the boards of several public companies, academic institutions, civic organizations and professional associations. Currently he is a member of the board of directors of CompuCom Inc., the Council on Excellence in Government and The American Quality and Productivity Center.

Barbara R. Hege, Senior Vice President, Finance. Ms. Hege has been Senior Vice President, Finance since December 2000. Ms. Hege joined the Company as Vice President, Taxation, in 1991. Prior to joining the Company, she was Vice President, Finance and Taxation at Mutual Benefit Life Insurance Company. Earlier in her career she was a Senior Manager with KPMG LLP in Chicago. She is a Certified Public Accountant and a Chartered Life Underwriter. She is a member of the American Institute of Certified Public Accountants, the New Jersey Society of Certified Public Accountants, the American Woman’s Society of Certified Public Accountants, The Society of Financial Service Professionals and a past president of the Chicago Society of Women Certified Public Accountants.

Lance R. Wilson, Senior Vice President and Chief Information Officer. Mr. Wilson has been our Senior Vice President, Shared Services, and Chief Information Officer since April 2000. Prior to joining the Company, Mr. Wilson was Chief Information Officer at Sunbeam Corporation from 1999 to 2000, and also worked for Honeywell Corporation from 1997 to 1999 as Vice President and Chief Information Officer. From 1989 to 1997, Mr. Wilson provided leadership for the information systems activities of the Pillsbury Company,

146

---

Table of Contents

John A. Sondej, Senior Vice President, Controller and Principal Accounting Officer. Effective January 1, 2005, Mr. Sondej was promoted to Senior Vice President. Mr. Sondej has been Vice President and Controller of Assurant, Inc. since April 2001. He is currently responsible for managing several functional departments, including SEC Reporting and Compliance, Accounting Policies & Procedures, Budgeting & Analysis, and Corporate Accounting. Mr. Sondej joined Assurant in 1998 as Assistant Vice President & Assistant Controller. He was named Vice President & Assistant Controller in January 2001 and Controller in April 2001. Mr. Sondej is the Principal Accounting Officer. Prior to joining Assurant, Mr. Sondej worked for Reliance Insurance Group as Assistant Vice President & Director of Financial Audit from 1994 to 1997. He also worked at KPMG from 1987 to 1994, where he held the position of Senior Audit Manager.

Miles B. Yakre, Senior Vice President, Corporate Actuary and Treasurer. Mr. Yakre has been a Senior Vice President, Corporate Actuary and Treasurer of Assurant, Inc. since January 1, 2005. Mr. Yakre joined Assurant Health’s John Alden Life Insurance Company as an Associate Actuary in 1991. He served in several positions with the Alden organization including Vice President and Corporate Actuary. After the Company’s acquisition of John Alden in 1998, Mr. Yakre joined the Company’s Corporate Actuarial department in 1999 as a Vice President. He became Treasurer of the Company in February 2002. Mr. Yakre currently serves as co-chair of Assurant’s Risk Management Policy Committee and oversees the Company’s capital management and cash flow as well as the debt and commercial paper programs. He is also responsible for actuarial and reinsurance oversight. Mr. Yakre is a Fellow of the Society of Actuaries, Fellow of the Life Management Institute and a member of the American Academy of Actuaries.

Executive Management Committee and Management Board

      A group of executive officers that we refer to as the Executive Management Committee, consisting of the Chief Executive Officer and all Executive Vice Presidents of the Company and the Chief Executive Officers of each of our operating business segments, is ultimately responsible for setting the policies, strategy and direction of the Company, subject to the overall direction and supervision of the board of directors. The current members of the Executive Management Committee are J. Kerry Clayton, Robert B. Pollock, Lesley Silvester, Michael J. Peninger, Alan W. Feagin, Donald Hamm and Philip Bruce Camacho. All of the Company’s executive officers constitute a group that we refer to as the Management Board. This group is responsible for setting the operational policies of the Company, including those dealing with shared services, issues that pertain to multiple business segments and corporate functions.

147

---

Table of Contents

Stock Ownership of Directors and Executive Officers

      The following table shows the number of shares of Assurant common stock beneficially owned as of January 1, 2005 by each director and each executive officer named in the Summary Compensation Table in the “—Management Compensation and Incentive Plans” section below, and by all of our directors and executive officers as a group. Unless otherwise noted, each of the named individuals had sole voting and investment power with respect to the shares of common stock shown. Shares of common stock underlying stock options that are exercisable within 60 days are deemed to be outstanding for the purpose of computing the outstanding shares of common stock owned by the particular person and by the group, but are not deemed outstanding for any other purpose. The beneficial ownership of each director, each executive officer and of the group is less than 1% of our outstanding shares of common stock. See “Principal and Selling Stockholders” for a description of the beneficial ownership of shares of our common stock.

		Amount and Nature of
		Beneficial Ownership of
Name		Assurant Shares
J. Kerry Clayton			45,091
Robert B. Pollock			19,164
Lucinda Landreth			1,500
Lesley Silvester			16,109
Philip Bruce Camacho			12,473
John Michael Palms			11,591
Michel Baise			0
Robert J. Blendon			3,591
Beth L. Bronner			11,591
Howard L. Carver			8,731
Allen R. Freedman			11,591
H. Carroll Mackin			11,591
Michele Coleman Mayes			1,365
Gilbert Mittler			0
All directors and executive officers as a group (27 persons)			215,697

*	Less than 1%

Management Compensation and Incentive Plans

      The following table sets forth certain summary information concerning compensation paid or accrued by the Company for services rendered in all capacities during the fiscal years ended December 31, 2004, December 31, 2003 and December 31, 2002 for our Chief Executive Officer and each of the next four most highly compensated executive officers during the fiscal year ended December 31, 2004. These individuals are referred to as the “named executive officers.”

148

---

Table of Contents

Summary Compensation Table

																			Long-Term
																			Compensation
																			Awards				Payouts
							Annual Compensation
																			Securities
															Other Annual				Underlying								All Other
Name and							Salary				Bonus				Compensation(1)				Options(2)				LTIP(3)				Compensation(4)
Principal Position			Year				($)				($)				($)				(#)				($)				($)
J. Kerry Clayton				2004				840,000				(5)												5,053,676				172,368
	President and Chief			2003				811,200				1,622,400				—				30,000				—				865,864
	Executive Officer			2002				780,000				1,560,000								30,000				—				54,600
Robert B. Pollock				2004				672,000				(5)												3,619,251				124,271
	Executive Vice President			2003				649,000				1,103,300				—				15,000				69,244				468,515
	and Chief Financial			2002				624,000				1,067,368								15,000				—				43,680
	Officer
Lucinda Landreth				2004				415,000				220,000(5)				—				—				119,360				84,574
	President and Chief			2003				400,000				877,200				—				1,000				282,910				66,076
	Investment Officer(6)			2002				212,308				330,804								1,000								8,000
Philip Bruce Camacho				2004				544,000				177,668(5)												669,899				60,351
	Executive Vice President;			2003				525,000				318,150				—				4,000				—				129,865
	President and Chief Executive Officer,			2002				478,400				278,907								4,000				220,000				33,488
	Assurant Solutions
Lesley Silvester				2004				448,000				(5)												1,529,874				70,727
	Executive Vice President			2003				432,600				562,380				—				10,000				—				240,942
				2002				416,000				540,800								10,000				—				29,120

(1)	Perquisites and other personal benefits to the named executive officers were less than both $50,000 and 10% of the total annual salary and bonus reported for the named executive officers, and therefore, information regarding perquisites and other personal benefits has not been included.
(2)	The option grants shown in this table represent options granted for the particular year pursuant to the Fortis, Inc. Stock Option Plan to acquire shares of Fortis Inc.’s Series D Preferred Stock, the value of which is related to the market value of shares of Fortis N.V. and Fortis SA/ NV, and the Euro to U.S. dollar conversion rate. On October 15, 2003, our board of directors authorized the discontinuance of this plan effective September 22, 2003 and all stock options outstanding thereunder were cancelled in exchange for a payment of the fair value of such options, as determined by an independent third party.
(3)	Amounts shown in this column represent amounts that were paid or payable in the given year under the Appreciation Incentive Rights Plan.
(4)	Amounts shown in this column for the fiscal year ended December 31, 2004 include the following amounts: (i) for Mr. Clayton, $14,350 for Company contributions under the Assurant 401(k) Plan, $158,018 for estimated Company contributions under the 401(k) portion of the Assurant Executive Pension and 401(k) Plan; (ii) for Mr. Pollock, $14,350 for Company contributions under the Assurant 401(k) Plan, $109,921 for estimated Company contributions under the 401(k) portion of the Assurant Executive Pension and 401(k) Plan; (iii) for Ms. Landreth, $14,350 for Company contributions under the Assurant 401(k) Plan, $70,224 for estimated Company contributions under the 401(k) portion of the Assurant Executive Pension and 401(k) Plan; (iv) for Ms. Silvester, $14,350 for Company contributions under the Assurant 401(k) Plan, $56,377 for estimated Company contributions under the 401(k) portion of the Assurant Executive Pension and 401(k) Plan; and (v) for Mr. Camacho, $14,350 for Company contributions under the Assurant 401(k) Plan, $46,001 for estimated Company contributions under the 401(k).
(5)	Bonus amounts earned by the named executive officers for the fiscal year ended December 31, 2004 will be determined when final financial results for the year are known, and will be payable on or about March 15, 2005. The bonus targets, as a percentage of base salary, are as follows: for Mr. Clayton, 100%; for Mr. Pollock, 100%; for Ms. Landreth 150%; for Ms. Silvester, 85%; and for Mr. Camacho, 75%. There is an additional multiplier from 0 to 2 times the bonus targets, based upon Company performance. Ms. Landreth also received bonuses of $120,000 and $100,000 in lieu of participation in the Assurant Appreciation Incentive Rights Plan. Mr. Camacho also received a $160,000 bonus and special awards of $881 and $16,786.
(6)	Ms. Landreth voluntarily terminated her employment effective December 31, 2004.

149

---

Table of Contents

Long-Term Incentive Plan Awards

      The following table presents information concerning long-term incentive plan awards to the named executive officers under the Appreciation Incentive Rights Plan during the fiscal year ended December 31, 2004:

Estimated Future

Payouts Under

Performance or

Non-Stock Price-

Number of Shares,

Other Period Until

Based Plans

Units or Other

Maturation or

Name

Rights (#)

Payout

Target(1)($)

J. Kerry Clayton

124,136

(2)

3 Years

840,000

Robert B. Pollock

89,378

(2)

3 Years

604,800

Lucinda Landreth(3)

N/A

N/A

Philip Bruce Camacho

21,625

(4)

3 Years

353,600

Lesley Silvester

49,655

(2)

3 Years

336,000

(1)	As described more fully under “—Assurant Appreciation Incentive Rights Plan,” an eligible employee of Assurant, Inc. receives 75% of his or her award in Assurant, Inc. incentive rights and 25% of his or her award in operating business segment incentive rights. Conversely, an eligible employee of an operating business segment of Assurant receives 25% of his or her award in Assurant, Inc. incentive rights and 75% of his or her award in operating business segment incentive rights. Each incentive right represents the right to the appreciation in value of an incentive right over the vesting period of the award, based on a valuation provided by an independent, qualified appraiser.
(2)	Represents the total number of incentive rights awarded. Rights are distributed between Assurant, Inc. (75%) and each of the four operating business segments (25%). The Assurant, Inc. incentive rights were replaced with stock appreciation rights on shares of Assurant common stock following the Company’s initial public offering, as more fully described under “—Assurant Appreciation Incentive Rights Plan.”
(3)	Ms. Landreth voluntarily terminated her employment effective December 31, 2004. She did not participate in the Assurant Appreciation Incentive Rights Plan.
(4)	Represents the total number of incentive rights awarded. Rights are distributed between Assurant, Inc. (25%) and Assurant Solutions (75%). The Assurant, Inc. incentive rights were replaced with stock appreciation rights on Assurant common stock following our initial public offering, as more fully described under “—Assurant Appreciation Incentive Rights Plan.”

Pension Plans

      We maintain two executive defined benefit pension plans, each of which is inter-related with our broad-based, tax-qualified, defined benefit pension plan.

      Supplemental Executive Retirement Plan. Effective January 1, 1990, our board of directors adopted the Supplemental Executive Retirement Plan (SERP), which is a non-qualified, unfunded supplemental pension plan for certain key executives of the Company and its subsidiaries. Under the SERP, participants who meet certain conditions are entitled to receive a benefit, called a “target benefit,” that is then offset (reduced) by certain other benefits, such as the pension payable under our tax-qualified defined benefit pension plan (the Assurant Pension Plan, described below), the benefit payable under the pension portion of the Executive Pension and 401(k) Plan, described below, and Social Security benefits. If the SERP benefit commences at age 60 or later, the target benefit, expressed as a single life annuity, is 50% of the employee’s base pay plus target short-term incentive bonus, each as most recently approved by our board of directors, multiplied by a fraction (not to exceed 1.0), the numerator of which is the employee’s number of months of service qualified for benefits, and the denominator of which is 240. In other words, after 20 years of service qualified for benefits, the employee will earn a full 50% benefit under this plan. If the SERP benefit commences prior to age 60, then the target benefit will be reduced on an actuarially equivalent basis from age 60 to the date the benefit actually commences.

150

---

Table of Contents

      A participant is not vested in any of his or her benefit under the SERP until the second anniversary of the date he or she commences participation in the plan. On the second anniversary of participation, the participant vests in the SERP benefit at the rate of 3% for each month of employment thereafter with the Company or its subsidiaries. A participant will become 100% vested in his or her SERP benefit in the event of death or disability. If a participant is terminated for cause, as defined in the SERP, or commits a material breach of certain covenants regarding non-competition, confidentiality, non-solicitation of employees or non-solicitation of customers, then the participant will forfeit any remaining SERP benefits.

      The default form of payment under the SERP is a single lump payment that is the actuarial equivalent of the SERP benefit. The participant may also elect optional forms of payment under the SERP.

      If there is a change in control with respect to the Company or a division, and within two years after the change in control a participant’s employment is terminated without cause or the participant terminates employment for good reason, then (1) the participant will become 100% vested in his or her SERP benefit; (2) the participant will be credited with 36 additional months of service for purposes of computing his or her target benefit; and (3) the actuarial reduction for commencement of the SERP benefit prior to age 60 will be calculated as though the participant was 36 months older than his or her actual age.

      The SERP provides that if the payments to a participant or beneficiary will be made over a period of more than one year and if at the time payments commence the Company is not subject to pending proceedings as a debtor under the U.S. Bankruptcy Code, then Fortis Insurance N.V. will guarantee the payment of SERP benefits to such participant or beneficiary. The SERP further provides that if Fortis ceases to be the beneficial owner of the Company, then such guarantee will be limited to the actuarially equivalent value of the participant’s SERP benefit immediately following such cessation of beneficial ownership.

      The table below shows the target benefit payable under the SERP. The benefit shown is a single life annuity commencing at age 60.

Target Benefits Payable Under the Assurant, Inc. SERP

			Years of Service(1)
Final Compensation			10				15				20				25				35
$  500,000			$	125,000			$	187,500			$	250,000			$	250,000			$	250,000
750,000				187,500				281,250				375,000				375,000				375,000
	1,000,000			250,000				375,000				500,000				500,000				500,000
	1,250,000			312,500				468,750				625,000				625,000				625,000
	1,500,000			375,000				562,500				750,000				750,000				750,000
	1,750,000			437,500				656,250				875,000				875,000				875,000
	2,000,000			500,000				750,000				1,000,000				1,000,000				1,000,000
	2,500,000			625,000				937,500				1,250,000				1,250,000				1,250,000
	3,000,000			750,000				1,125,000				1,500,000				1,500,000				1,500,000

(1)

At December 31, 2004, J. Kerry Clayton had 24.6* years of service and SERP compensation of $1,680,000; Robert B. Pollock had 20.1* years of service and SERP compensation of $1,344,000; Lesley Silvester had 20.3* years of service and SERP compensation of $829,000; and Philip Bruce Camacho had 5.4* years of service and SERP compensation of $952,000. Ms. Landreth did not participate in the SERP. *Service reflects benefit service under the SERP, not actual service.

      Executive Pension and 401(k) Plan. Effective January 1, 1994, our board of directors adopted the Executive Pension and 401(k) Plan, which is a non-qualified, unfunded deferred compensation plan for certain key executives of the Company and its subsidiaries. The pension portion of this plan (referred to herein as the Executive Pension Plan) is intended to restore to participants amounts that they are restricted from receiving under the Assurant Pension Plan, described below, due to section 401(a)(17) of the U.S. tax code, which generally limits the compensation that may be taken into account under a tax-qualified pension plan to no more than $205,000 in 2004 (subject to cost of living adjustments).

151

---

Table of Contents

      A participant becomes vested in the benefits under the Executive Pension Plan after three years of vesting service, if the participant has elected to participate in the pension equity portion of the Assurant Pension Plan and after five years of vesting service if the participant has elected to participate in the pension formula that predated the pension equity formula under the Assurant Pension Plan.

      Assurant Pension Plan. Since 1983, we have maintained the Assurant Pension Plan, which is a tax-qualified, defined benefit pension plan subject to regulation under ERISA. Eligible employees generally may participate in the Plan after completing one year of service with the Company. The Assurant Pension Plan provides for multiple benefit formulas for different groups of participants. Benefits under the plan are payable at termination of employment. A participant’s benefit may be paid in a lump sum or in various annuity forms.

      For the year ended December 31, 2004, we estimate $9,945,821 in expense under the SERP, $2,267,009 of estimated expense under the Executive Pension Plan and $22,702,936 of estimated expense under the Assurant Pension Plan. The expense under the Executive Pension Plan in 2004 included $635,614 of estimated expense under the American Bankers Insurance Group SERP and $68,825 of estimated expense under the John Alden SERP.

401(k) Plans

      Assurant 401(k) Plan. Since 1983, we have maintained the Assurant 401(k) Plan, which is a tax-qualified, defined contribution plan subject to regulation under ERISA. Employees generally are eligible to make pre-tax and post-tax contributions to the plan immediately upon beginning work with Assurant. Participants may elect to contribute up to 50% of their eligible pay to the plan on a pre-tax or after-tax basis. Eligible pay generally includes base salary, short-term incentive bonus, overtime and commissions.

      After one year of service, a participant is eligible to begin receiving employer matching contributions. Each year, we determine whether to declare an employer matching contribution. The Assurant 401(k) plan provides for three different matching allocation formulas for different groups of participants. A participant generally vests in his employer matching contributions and investment earnings thereon after three years of vesting service.

      Before a participant terminates employment, a participant’s vested pre-tax account generally is payable after age 59 1/2, in the event of a hardship, or as a loan. A participant’s vested account is also payable at termination of employment in the form of a lump sum. Participants may invest their own contributions and Company matching contributions in various investment options offered under the plan, which includes shares of common stock of the Company. The number of shares of common stock reserved and available for issuance under the plan is 10,000,000. The investment fund within the plan that consists of shares of common stock of the Company is designed as an employee stock ownership plan under ERISA and the U.S. tax code.

      Under the Executive Pension and 401(k) Plan discussed above, the 401(k) portion of this plan (referred to herein as the Executive 401(k) Plan) is intended to restore to participants amounts that they are restricted from receiving under the Assurant 401(k) Plan due to section 401(a)(17) of the U.S. tax code, which generally limits the compensation that may be taken into account under a tax-qualified pension plan to no more than $205,000 in 2004 (subject to cost of living adjustments).

      Under the Executive 401(k) Plan, a participant who is actively employed on the last regularly scheduled work day of a fiscal year is entitled to receive a credit equal to 7% of compensation in excess of the compensation limitation of section 401(a)(17) of the U.S. tax code and including compensation exchanged for options under the Assurant Investment Plan that was received as compensation in the year the options are granted. The amounts credited to a participant’s account under the 401(k) portion of this plan are deemed to be invested at the participant’s direction in investment vehicles that are also available under the Assurant 401(k) Plan (which includes shares of common stock of the Company). The number of shares reserved and available for issuance under the plan is 2,500,000.

      A participant becomes vested in the 401(k) credits and deemed investment earnings thereon in the Executive 401(k) Plan after three years of vesting service. The benefits under the Executive 401(k) Plan are

152

---

Table of Contents

      For the year ended December 31, 2003, we made combined employer allocations under the Executive 401(k) Plan and employer matching contributions under the Assurant 401(k) Plan of $25.3 million. The employer contribution for the fiscal year ended December 31, 2004 will be determined and allocated in February 2005.

      To the extent necessary our 401(k) plans will be amended to comply with the Jobs Creation Act of 2004.

Employment and Change in Control Agreements

      We have entered into change in control severance agreements with Mr. Clayton, our other named executive officers and other officers and key employees. The severance agreements generally provide that if a change in control (as defined) occurs with respect to the business segment for which an employee works, then a two-year trigger period begins. If the employee’s employment is terminated by us without cause or if the employee resigns for good reason (each as defined) during such two-year period, the employee is entitled to certain cash severance payments and continuation of medical and other welfare benefits for a period of 18 months following the termination of employment at the rate charged active employees.

      The amount of cash severance benefits payable to an employee is equal to a multiple (ranging from 1 to 3 depending on the agreement, and equal to 3 for Mr. Clayton and our other named executive officers with the exception of Ms. Landreth whose multiple is equal to 2) times the sum of the employee’s annual base salary and target annual bonus. The cash severance is payable within thirty days of the date of the employee’s termination, subject to “Key Employee” limitations under the Jobs Creation Act of 2004. In addition, if a change in control has occurred and the employee’s employment has been terminated by us without cause or if the employee has resigned for good reason within one year prior to the change in control, then the employee is entitled to the cash severance benefits described above, to be paid in a lump sum in cash within 30 days after the change in control has occurred, and continuation of medical and other welfare benefits for a period of 18 months at the rate charged active employees, except that we shall reimburse the employee for the cost of obtaining such welfare benefits between the date his or her termination and the date of the change in control. These agreements also provide additional rights including, but not limited to, outplacement services, legal fee reimbursement and reimbursement for any excise tax imposed on the officer by section 4999 of the U.S. tax code.

      This offering does not constitute a change in control as defined in these agreements.

      American Bankers Insurance Group has a severance agreement with Mr. Camacho. If Mr. Camacho terminates his employment because of retirement (as determined in accordance with normal company policies) or death, then Mr. Camacho will receive a severance payment equal to 150% of his current salary, defined as his salary for the 12 months preceding the severance, excluding any bonus or deferred compensation. If Mr. Camacho’s employment is terminated because of disability, then Mr. Camacho will receive a severance payment equal to 50% of his current annual salary, as defined above. If either Mr. Camacho’s employment is terminated without cause (as defined in the agreement), or Mr. Camacho terminates employment after a decrease in his base salary to a level less than 80% of the level for any prior year, then Mr. Camacho will receive a severance payment equal to 100% of his current salary, as defined. In each case the severance benefit will be paid in a lump sum on the fifth business day following termination of employment.

2004 Long-Term Incentive Plan

      The 2004 Long-Term Incentive Plan is intended to promote our success and enhance our value by linking the personal interests of our employees, directors and consultants to those of our stockholders, and by providing such persons with an incentive for outstanding performance.

153

---

Table of Contents

      The 2004 Long-Term Incentive Plan authorizes the granting of awards to employees, officers, directors and consultants in the following forms:

	•	options to purchase shares of our common stock, which may be nonstatutory stock options or incentive stock options under the U.S. tax code;
	•	stock appreciation rights, which give the holder the right to receive the difference between the fair market value per share on the date of exercise over the grant price;
	•	performance awards, which are payable in cash or stock upon the attainment of specified performance goals;
	•	restricted stock, which is subject to restrictions on transferability and subject to forfeiture on terms set by the Compensation Committee of our board of directors;
	•	dividend equivalents, which entitle the participant to payments equal to any dividends paid on the shares of stock underlying an award; and
	•	other stock-based awards in the discretion of the Compensation Committee, including unrestricted stock grants.

      The number of shares reserved and available for issuance under the plan is 10,000,000 shares. In the event that any outstanding award expires for any reason or is settled in cash, any unissued shares subject to the award will again be available for issuance under the plan. If a participant pays the exercise price of an option by delivering to us previously owned shares, only the number of shares we issue in excess of the surrendered shares will count against the plan’s share limit. Also, if the full number of shares subject to an option is not issued upon exercise for any reason (other than to satisfy a tax withholding obligation), only the net number of shares actually issued upon exercise will count against the plan’s share limit.

      In the event of a corporate transaction involving the Company (including any stock dividend, stock split, merger, spin-off or related transaction), the share authorization limits of the 2004 Long-Term Incentive Plan will be adjusted proportionately, and the Compensation Committee may adjust outstanding awards to preserve their benefits or potential benefits.

      The 2004 Long-Term Incentive Plan is administered by the Compensation Committee of our board of directors. The committee has the authority to designate participants, determine the type or types of awards to be granted to each participant and the number, terms and conditions of awards, establish, adopt or revise any rules and regulations to administer the plan, and make all other decisions and determinations that may be required under the plan. Our board of directors may at any time administer this plan. If so, it will have all the powers of the committee.

      All awards must be evidenced by a written agreement with the participant, which will include the provisions specified by the Compensation Committee.

      Under section 162(m) of the U.S. tax code, a public company generally may not deduct compensation in excess of $1 million paid to its chief executive officer and the four next most highly compensated executive officers. Until the annual meeting of our stockholders in 2007, or until the 2004 Long-Term Incentive Plan is materially amended, if earlier, awards granted under the plan will be exempt from the deduction limits of section 162(m). In order for awards granted after the expiration of such grace period to be exempt, the plan must be amended to comply with the exemption conditions and be re-submitted for approval of our stockholders.

      Unless otherwise provided in an award certificate or plan document, upon the death or disability of a participant, all of his or her outstanding awards under the 2004 Long-Term Incentive Plan will become fully vested. Unless otherwise provided in an award certificate or plan document, if a participant’s employment is terminated without cause or the participant resigns for good reason (as such terms are defined in the plan) within two years after a change in control of the Company, all of such participant’s outstanding awards under the plan will become fully vested. The Compensation Committee may in its discretion accelerate the vesting of an award at any other time, and may discriminate among participants or among awards in exercising its discretion.

154

---

Table of Contents

      Our board of directors or the Compensation Committee may at any time terminate or amend the 2004 Long-Term Incentive Plan, but any such amendment would be subject to stockholder approval if, in the reasonable judgment of the board or committee, the amendment would materially increase the number of shares available under the plan, expand the types of awards available under the plan, materially extend the term of the plan or otherwise constitute a material change requiring stockholder approval under applicable laws or the applicable requirements of a stock exchange on which our stock is listed. No termination or amendment of the plan may, without the written consent of the participant, reduce or diminish the value of an outstanding award determined as if the award had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination. The Compensation Committee may amend or terminate outstanding awards, but such amendments may require the consent of the participant and, unless approved by our stockholders or otherwise permitted by the antidilution provisions of the plan, the exercise price of an outstanding option may not be reduced, directly or indirectly, and the original term of an option may not be extended.

      Approximately 12,000 employees, officers and directors are eligible to participate in the 2004 Long-Term Incentive Plan. Pursuant to the 2004 Long-Term Incentive Plan an aggregate of 59,430 shares of restricted common stock were granted to our executive officers. The restricted common stock awards granted to each executive officer were based on a percentage of their base salaries, ranging from 5% to 50%. This restricted common stock generally vests over a three-year period, with one-third vesting in each year. During the restricted period, the holder has the right to receive dividends and exercise voting rights. See “Principal and Selling Stockholders.” Any other awards will be made at the discretion of the Compensation Committee. The table below details the 2004 Restricted Stock Awards to the named Executive Officers:

		2004 Restricted
Name		Stock Awards
J. Kerry Clayton			19,091
Robert B. Pollock			9,164
Lucinda Landreth(1)			943
Lesley Silvester			6,109
Philip Bruce Camacho			2,473

(1)	Ms. Landreth voluntarily terminated her employment effective December 31, 2004 and on such date forfeited all of her 2004 Restricted Stock Awards.

2004 Employee Stock Purchase Plan

      The purpose of the 2004 Employee Stock Purchase Plan is to enhance the proprietary interest among the employees of the Company and our participating subsidiaries through ownership of shares of our common stock. The stock purchase plan is designed to allow eligible employees to purchase shares of our common stock, at defined intervals, with their accumulated payroll deductions. Employees are eligible to participate if they are customarily employed by us, or one of our subsidiaries designated by our Compensation Committee, for at least 20 hours per week and five months per calendar year, and provided they have served as an employee for at least six months. We have reserved 5,000,000 shares of our common stock for issuance under the stock purchase plan.

      The plan is intended to be a qualified employee stock purchase plan within the meaning of section 423 of the U.S. tax code. Under the stock purchase plan, our Compensation Committee may from time to time grant to eligible employees rights to purchase shares of our common stock during designated purchase periods. The initial purchase period began on July 1, 2004 and ended on December 31, 2004. Unless otherwise determined by the Compensation Committee, new purchase periods of six months duration will begin each following January 1 and July 1.

      Employees who elect to participate in a purchase period may have up to 15% of their compensation withheld pursuant to the stock purchase plan, subject to any limit imposed from time to time by the

155

---

Table of Contents

      Certain limits are imposed by law. For example, an employee may not be granted a purchase right for a purchase period if immediately after the grant, he or she would own 5% or more of the total combined voting power or value of all classes of our stock or the stock of our subsidiaries. Also, a participant cannot receive purchase rights that, in combination with purchase rights under other section 423 plans, would result during any calendar year in the purchase of shares having an aggregate fair market value of more than $25,000.

      In the event of a stock dividend, stock split or combination of shares, recapitalization or other change in our capitalization, or other distribution with respect to our stockholders other than normal cash dividends, an automatic adjustment will be made in the number and kind of shares as to which outstanding purchase rights will be exercisable and in the available shares and limits described above, so that the proportionate interest of the participants is maintained as before the occurrence of such event.

      The stock purchase plan will terminate on the tenth anniversary of its effective date, unless terminated earlier by the Compensation Committee. The Compensation Committee has the authority to amend the stock purchase plan at any time, but, with limited exceptions, no amendment may adversely affect any outstanding rights to purchase stock. Certain amendments to the stock purchase plan would require approval of our stockholders, such as a change in eligibility requirements or an increase in the number of shares reserved for purchase under the plan.

Executive Management Incentive Plan

      Participation in the Executive Management Incentive Plan is limited to senior officers of the Company and its subsidiaries who are selected to participate in the plan for a given year by the Compensation Committee of our board of directors. The plan provides for the payment of annual monetary awards to each participant equal to a percentage of such participant’s base salary based upon the achievement of certain designated performance goals.

      Each participant in the plan is eligible to receive a cash bonus in connection with a particular calendar year during the term of the plan if performance goals set for that year by the Compensation Committee are met or exceeded. Not later than ninety days after the commencement of any year during the term of the plan, the Compensation Committee will set in writing performance goals based on one or more performance criteria, which may be expressed in terms of Company-wide objectives or in terms of objectives that relate to the performance of an affiliate or a division, department, region or function within the Company or an affiliate.

      At the time the Compensation Committee sets the performance goals for a particular year, it will also set in writing the percentages of each participant’s salary that will be awarded to the participant if the Company (or one or more of our subsidiaries or divisions, as applicable) achieves the designated performance goals. Payments under the plan are made promptly after the Compensation Committee certifies in writing that the relevant performance goals and other terms of the plan were satisfied in connection with such payments. Our board of directors or the Compensation Committee may terminate, suspend or amend the plan at any time.

      The amount of awards under the plan is determined at the discretion of the Compensation Committee.

156

---

Table of Contents

Assurant Appreciation Incentive Rights Plan

      The Company maintains the Assurant Appreciation Incentive Rights Plan, which provides key employees with the right to receive long-term incentive cash compensation based on the appreciation in value of incentive units of Assurant and incentive units of each of its operating business segments. This plan is administered by a committee appointed by our board of directors.

      Under this plan, an eligible employee of Assurant receives 75% of his or her award in Assurant incentive rights and 25% of his or her award in operating business segment incentive rights. Conversely, an eligible employee of an operating business segment of Assurant receives 25% of his or her award in Assurant incentive rights and 75% of his or her award in operating business segment incentive rights. Each incentive right represents the right to the appreciation in value of an incentive unit. Each Assurant incentive unit originally represented one ten millionth (.0000001) of the entity value of Assurant, and each operating business segment incentive unit represented one ten millionth of the entity value of each operating business segment that participates in the plan. However, the number of incentive units has been adjusted over time for cash flows into and out of each entity. The entity value of Assurant and the entity value of the respective operating business segments are determined by the committee as of each December 31st based on a valuation provided by an independent, qualified appraiser. The committee also determines the adjustment to the number of incentive units outstanding in each entity and the value of each unit as of the valuation date. Each incentive right entitles the holder to a cash payment equal to the difference between the value of the incentive unit on the December 31st immediately preceding the date of exercise and the value of the incentive unit on the December 31st immediately preceding the date of grant.

      Each right becomes vested on the third anniversary of the effective date the right was granted, except that (1) each Assurant right becomes fully vested if Assurant undergoes a change in control (as defined in the plan); (2) each business unit segment becomes fully vested if that operating business segment undergoes a change in control; and (3) if a participant retires, becomes disabled, or dies, then the participant vests in 1/36th of each right for each month elapsed from January 1st of the year of grant to the date the participant terminates employment. Rights that have become vested may be exercised during a 45-day exercise period following the announcement by the plan committee of the value of Assurant incentive units and of the incentive units of each operating business segment. To the extent not previously exercised, all rights will automatically be exercised on the tenth anniversary of the date of grant. Rights that are exercised are payable solely in cash. A participant may elect to have any amounts payable under the Assurant Appreciation Incentive Rights Plan exchanged for options in the Assurant Investment Plan, described below.

      The Company anticipates that it will not grant any additional rights under this plan.

Assurant Investment Plan

      Under the Assurant Investment Plan, key employees, including the named executive officers, may exchange all or a portion of his or her eligible compensation for a specific number of options under the plan. Each option represents the right to purchase shares of a third-party mutual fund, as selected by the participant. Each option is fully vested and exercisable on the grant date. Options may not be exercised more than twice in any calendar year, except with the consent of the administrator. For most options, the exercise period generally will expire on the earlier of 120 months after the participant’s death, disability or retirement and 60 months after the participant’s termination of employment for any other reason. Until the options are exercised, a participant may instruct the administrator to exchange some or all of the options for options to purchase different underlying mutual fund units.

      The Company does not anticipate granting any new options under this plan.

      We anticipate amending the Assurant Appreciation Incentive Rights Plan and the Assurant Investment Plan to provide benefits complying with the recently adopted Jobs Creation Act of 2004.

157

---

Table of Contents

PRINCIPAL AND SELLING STOCKHOLDERS

      Prior to this offering, Fortis owned 50,199,130 shares, or approximately 36%, of our outstanding shares of common stock. After this offering, Fortis will own 22,999,130 shares, or approximately 16%, of our outstanding common stock. Pursuant to the lock-up agreements, we, each of our directors and senior officers and Fortis have agreed, subject to limited exceptions, not to sell or cause to be sold or otherwise dispose of any shares of our common stock for a period of 90 days after the date of this prospectus without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the underwriters.

      The following table sets forth information as of January 1, 2005 regarding the beneficial ownership of our common stock by:

	•	all persons known by us to own beneficially more than 5% of shares of our common stock;
	•	our chief executive officer and each of the named executive officers;
	•	each director;
	•	all directors and executive officers as a group; and
	•	the selling stockholder.

      Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of January 1, 2005 are deemed beneficially owned and outstanding. These shares, however, are not deemed outstanding for purposes of computing percentage ownership of any other stockholder.

		Actual Beneficial
		Ownership of Principal								Pro forma for
		Stockholders(2)								this offering
Name and Address of Beneficial Owner(1)		Number				Percentage				Number				Percentage
Fortis Insurance N.V.			50,199,130				35.65	%			22,999,130				16	%
Fidelity Management & Research			10,300,000				7.31	%			10,300,000				7.31	%
J. Kerry Clayton			45,091				*				45,091				*
Robert B. Pollock			19,164				*				19,164				*
Lucinda Landreth			1,500				*				1,500				*
Lesley Silvester			16,109				*				16,109				*
Philip Bruce Camacho			12,473				*				12,473				*
John Michael Palms			11,591				*				11,591				*
Michel Baise			0				*				0				*
Robert J. Blendon			3,591				*				3,591				*
Beth L. Bronner			11,591				*				11,591				*
Howard L. Carver			8,731				*				8,731				*
Allen R. Freedman			11,591				*				11,591				*
H. Carroll Mackin			11,591				*				11,591				*
Michele Coleman Mayes			1,365				*				1,365				*
Gilbert Mittler			0				*				0				*
All directors and executive officers as a group (27 persons)			215,697				*				215,697				*

---

	*	Less than 1%.

(1)	The address for Fortis Insurance N.V. is Archimedeslaan 6, 3500 GA Utrecht The Netherlands. The address for Fidelity Management & Research is 1 Federal Street, Domestic Equity, Boston, MA 02110-2003. The address for all other persons is c/o Assurant, Inc., One Chase Manhattan Plaza, 41st Floor, New York, New York 10005.
(2)	In addition to the shares listed, our directors and executive officers as a group (27 persons) held 64,388 shares of common stock through our 401(k) plans at January 1, 2005.

158

---

Table of Contents

     Fortis is selling exchangeable bonds concurrently with the closing of this offering. The bonds are mandatorily exchangeable into 22,999,130 shares of our common stock, or the cash value thereof, three years from issuance, although the date could be accelerated in some cases. Fortis will have the option to exchange the bonds into the cash equivalent of the value of the shares which would have been delivered at maturity. The exchangeable bonds and the shares of Assurant common stock into which they are exchangeable have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

159

---

Table of Contents

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      We describe below some of the transactions we have entered into with Fortis.

      Certain relationships and related transactions with respect to the underwriters are set forth in “Underwriting.”

General

      Two of our directors, Michel Baise and Gilbert Mittler, are directors, officers and employees of the Fortis Group. We have entered into a shareholders’ agreement with Fortis that gives Fortis the right to nominate designees to our board of directors and the right to approve certain significant corporate actions as described under “—Shareholders’ Agreement.” We have agreed with Fortis to terminate this shareholders’ agreement upon the closing of this offering, at which time the other corporate governance arrangements described below under “—Corporate Governance Arrangements” will come into effect.

      In the ordinary course of business, we have entered into a number of agreements with Fortis and its affiliates relating to our historical business and our relationship with the Fortis Group, the material terms of which are described below. In addition, at the time of our initial public offering, we entered into agreements with Fortis relating to our ongoing relationship with Fortis, as described below.

Registration Rights Agreement

      We have entered into a registration rights agreement with Fortis pursuant to which we have granted to Fortis and its affiliates that become our stockholders (collectively, Fortis Insurance) rights to request registration under the Securities Act to effect a public offering with respect to all or part of the shares of our common stock owned by them from time to time during the term of the agreement so long as the shares to be offered pursuant to the request have an aggregate offering price of at least $500 million (based on the then current market price) and, when the aggregate registrable shares held by the stockholder is less than or, after giving effect to the requested offering will be, less than 20% of the outstanding shares of our common stock, $250 million. We will be required to fulfill such obligation except in limited circumstances. The maximum number of shares to be included in any such public offering will not exceed the maximum number that the managing underwriter of such public offering considers to be appropriate. These rights may be exercised on an unlimited number of occasions with respect to registration statements on Form S-2 or S-3 and on not more than two occasions with respect to registration statements on Form S-1; provided that we will not be obligated to effect more than one registration in any 90-day period. This offering is a demand registration under the agreement.

      In addition, subject to limited exceptions, if we propose to register any shares of our common stock, other equity securities or securities convertible into or exchangeable for equity securities, whether or not for sale for our own account, we are required to provide notice to Fortis Insurance, and if requested by Fortis Insurance, we will include its shares in the registration statement. The maximum number of shares to be included in any such public offering will not exceed the maximum number that the managing underwriter of such public offering considers to be appropriate with priority given to securities sought to be included at our request.

      During the term of the agreement, Fortis Insurance will agree not to sell, transfer or hedge any shares of our common stock or any securities convertible into or exchangeable for shares of our common stock for 10 days prior to and 90 days after the effective date of a registration statement for an underwritten public offering of any of our equity securities (unless the underwriters of such offering permit a shorter period).

      In connection with any such registration, we will agree to indemnify Fortis Insurance for damages relating to a material misstatement or omission in any registration statement or prospectus relating to shares of our common stock to be sold by Fortis Insurance. Fortis Insurance will agree to indemnify us, our officers and our directors on the same basis with respect to material misstatements or omissions relating to information about Fortis Insurance up to the amount of net proceeds received.

160

---

Table of Contents

      Generally, we may grant registration rights to other persons; however, any such registration rights cannot be exercised until after the second anniversary of this offering.

Shareholders’ Agreement

      We have entered into a shareholders’ agreement with Fortis covering the following corporate governance matters:

      Composition of Board of Directors. For so long as Fortis owns at least 10% of our outstanding shares of common stock, our board of directors shall consist of no more than 12 directors (including at least seven independent directors at such time as is required by the listing standards of the New York Stock Exchange). Fortis will continue to have the right to nominate designees to our board of directors and subject to limited exceptions, our board of directors will nominate those designees as follows: (i) so long as Fortis owns at least 10% of our outstanding shares of common stock, two designees (out of a maximum of 12 directors); and (ii) so long as Fortis owns less than 10% but at least 5% of our outstanding shares of common stock, one designee. Currently, Fortis has two designees on our board of directors, both of whom have been designated as Class III directors. Fortis has agreed to cause the appropriate number of Fortis designees to resign promptly at any time when the number of Fortis designees on our board of directors exceeds the number of designees to which Fortis is entitled, unless otherwise requested by us. See “Risk Factors—Risks Related to Our Relationship with Fortis” for more detail on these provisions.

      Fortis Voting Requirement. As long as Fortis owns at least 10% of our outstanding shares of common stock, certain significant corporate actions may only be taken with the approval of Fortis, as stockholder. See “Risk Factors—Risks Related to Our Relationship with Fortis” for more detail on these provisions.

      We have agreed with Fortis to terminate the shareholders’ agreement effective upon the closing of this offering, at which time the other corporate governance arrangements described below under “—Corporate Governance Arrangements” will come into effect.

Corporate Governance Arrangements

      We have entered into an agreement with Fortis, which will become effective upon the closing of this offering, covering the following corporate governance matters:

      Composition of Board of Directors. If at any time while there are no vacancies on our 12-member board of directors, our board of directors, or a committee thereof, adopts a resolution (i) recommending to our shareholders that a particular candidate be elected to our board of directors to replace one of the Fortis designees or (ii) appointing to our board of directors a new member, then Fortis will cause one of the Fortis designees to resign from our board of directors promptly following the adoption of such resolution. In addition, if at any time Fortis ceases to own more than 5% of our outstanding shares of common stock, Fortis will promptly cause any remaining Fortis designees to resign from our board of directors.

      Fortis Proxy. If at any time while at least one Fortis designee remains on our board of directors, our board of directors, including any Fortis designee, votes in favor of any of the following actions, Fortis will agree to vote its shares of our common stock in favor of such action:

	•	any recapitalization, reclassification, spin-off or combination of any of our securities or any of those of our significant subsidiaries; or
	•	any liquidation, dissolution, winding up or commencement of voluntary bankruptcy, insolvency, liquidation or similar proceedings with respect to us or our subsidiaries.

Cooperation Agreement

      We have entered into a cooperation agreement with Fortis Insurance N.V. and its affiliates relating to our separation from the Fortis Group and the ongoing relationship between our Company and the Fortis Group. Pursuant to this agreement, the Fortis Group has granted us non-exclusive, royalty-free rights to use the Fortis

161

---

Table of Contents

      In addition, we are required to permit the Fortis Group internal audit group to inspect our books and records and to discuss affairs, finances and accounts with our officers and auditors as long as Fortis owns shares representing 10% or more of the voting power of our outstanding shares of common stock.

      The cooperation agreement contains provisions relating to, among other things:

	•	cooperation between us and the Fortis Group on various matters, including the timing of completion of audit reports and regulatory filings; and
	•	existing vendor purchasing arrangements pursuant to which we purchase products and services also used by Fortis (which to the extent permitted by the underlying arrangement will continue for their term).

      We are entitled to indemnification from Fortis for losses arising out of any breach by Fortis of the cooperation agreement. We will be required to indemnify Fortis for any losses arising out of any breach by us of the cooperation agreement or any material untrue statement or omission contained in any Fortis filing relating to information about us provided by us to Fortis for use in the filing and which is or would be required to be included in any filing by us.

SERP Guarantee

      Our SERP program provides that if the payments to a participant or beneficiary will be made over a period of more than one year and if at the time payments commence we are not subject to pending proceedings as a debtor under the U.S. Bankruptcy Code, then Fortis Insurance N.V. will guarantee the payment of SERP benefits to such participant or beneficiary. The SERP further provides that if Fortis ceases to be the beneficial owner of the Company, then such guarantee will be limited to the actuarially equivalent value of the participant’s SERP benefit immediately following such cessation of beneficial ownership.

Guarantee of 1997 Capital Securities

      In May 1997, Fortis Capital Trust, a trust established by us, issued 150,000 8.40% capital securities (1997 Capital Securities I) to investors and 4,640 8.40% common securities (the 1997 Common Securities I) to us, in each case with a liquidation amount of $1,000 per security. Fortis Capital Trust used the proceeds from the sale of the 1997 Capital Securities I and the 1997 Common Securities I to purchase $154,640,000 of our 8.40% junior subordinated debentures due 2027 (the 1997 Junior Subordinated Debentures I). These debentures are the sole asset of Fortis Capital Trust.

      In July 1997, Fortis Capital Trust II, a trust established by us, issued 50,000—7.94% capital securities (1997 Capital Securities II) to investors and 1,547—7.94% common securities (1997 Common Securities II) to us, in each case with a liquidation amount of $1,000 per security. Fortis Capital Trust II used the proceeds from the sale of the 1997 Capital Securities II and the 1997 Common Securities II to purchase $51,547,000 of our 7.94% junior subordinated debentures due 2027 (1997 Junior Subordinated Debentures II). The 1997 Junior Subordinated Debentures II are the sole asset of Fortis Capital Trust II.

      With respect to each of Fortis Capital Trust and Fortis Capital Trust II, each of, Fortis SA/NV and Fortis N.V. entered into a junior subordinated guarantee of the distributions and payments on the liquidation and redemption of the 1997 Capital Securities I and the 1997 Capital Securities II, respectively, but only to the extent the funds are held by Fortis Capital Trust and Fortis Capital Trust II, respectively, Fortis SA/NV and Fortis N.V. also entered into a junior subordinated guarantee of the payment of the principal, premium, if any, and interest on the 1997 Junior Subordinated Debentures I and 1997 Junior Subordinates Debentures II (together 1997 Junior Subordinated Debentures). The 1997 Junior Subordinated Debentures and the guarantees are unsecured, junior subordinated obligations.

      In January 2004, we redeemed all of the outstanding 1997 Junior Subordinated Debentures, which resulted in a mandatory redemption of all of the outstanding 1997 Capital Securities I and 1997 Capital

162

---

Table of Contents

Fortis Commercial Paper Program and Other Indebtedness

      Historically, Fortis Finance N.V. has maintained a $1 billion commercial paper facility that, until our initial public offering in February 2004, we had been able to access (via intercompany loans) for up to $750 million. We have used the commercial paper facility to cover any cash shortfalls, which may occur from time to time. During 2003, we accessed $75 million of this facility for three days in connection with the extinguishment of the mandatorily redeemable preferred securities. We had no commercial paper borrowings with Fortis Finance N.V. associated with this commercial paper facility during the year ended December 31, 2002. In 2001, $217 million in commercial paper was issued and redeemed by Fortis Finance N.V. on our behalf. We had no outstanding intercompany loans with Fortis Finance N.V. related to this commercial paper facility at year end December 31, 2003, 2002 and 2001. In connection with our separation from Fortis, we no longer have access to this facility and have established our own commercial paper program. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources.”

      In addition, we previously had indebtedness outstanding in the amount of $225 million to Fortis Finance N.V., which was repaid in April 2001. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Guarantee of Senior Bridge Credit Facilities

      Fortis guaranteed our obligations under the senior bridge credit facilities, all of which facilities were repaid by us.

Indemnification

      Pursuant to the underwriting agreement described under “Underwriting,” we and Fortis have agreed to indemnify each other against certain liabilities.

163

---

Table of Contents

CERTAIN UNITED STATES TAX CONSEQUENCES TO NON-U.S. HOLDERS

      The following summary describes the material United States federal income and estate tax consequences of the ownership of common stock by a Non-U.S. Holder (as defined below) as of the date hereof. This discussion does not address all aspects of United States federal income and estate taxes and does not deal with foreign, state and local consequences that may be relevant to such Non-U.S. Holders in light of their personal circumstances. Special rules may apply to certain Non-U.S. Holders, such as United States expatriates, “controlled foreign corporations,” “passive foreign investment companies,” corporations that accumulate earnings to avoid United States federal income tax, and investors in pass-through entities that are subject to special treatment under the Internal Revenue Code of 1986, as amended (the “Code”). Such Non-U.S. Holders should consult their own tax advisors to determine the United States federal, state and local income and other tax consequences that may be relevant to them. Furthermore, the discussion below is based upon the provisions of the Code, and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified, perhaps retroactively, so as to result in United States federal income tax consequences different from those discussed below. Persons considering the purchase, ownership or disposition of common stock should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

      As used herein, a “U.S. Holder” of common stock means a holder that is for United States federal income tax purposes (i) a citizen or resident of the United States, (ii) a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if it (X) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (Y) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person. A “Non-U.S. Holder” is a holder that is not a U.S. Holder. If a partnership holds the common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Persons who are partners of partnerships holding the common stock should consult their tax advisors.

Dividends

      Dividends paid to a Non-U.S. Holder of common stock generally will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States and, where a tax treaty applies, are attributable to a United States permanent establishment of the Non-U.S. Holder, are not subject to the withholding tax, but instead are subject to United States federal income tax on a net income basis at applicable graduated individual or corporate rates. Certain certification and disclosure requirements must be satisfied for effectively connected income to be exempt from withholding. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

      A Non-U.S. Holder of common stock who wishes to claim the benefit of an applicable income tax treaty rate (and avoid backup withholding as discussed below) for dividends, will be required to (a) complete Internal Revenue Service (IRS) Form W-8BEN (or other applicable form) and certify under penalties of perjury that such holder is not a United States person or (b) if the common stock is held through certain foreign intermediaries, satisfy the relevant certification requirements of applicable United States Treasury regulations. Special certification and other requirements apply to certain Non-U.S. Holders that are entities rather than individuals.

      A Non-U.S. Holder of common stock eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.

164

---

Table of Contents

Gain on Disposition of Common Stock

      A Non-U.S. Holder generally will not be subject to United States federal income tax with respect to gain recognized on a sale or other disposition of common stock unless (i) the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States, and, where an income tax treaty applies, is attributable to a United States permanent establishment of the Non-U.S. Holder, (ii) in the case of a Non-U.S. Holder who is an individual and holds the common stock as a capital asset, such holder is present in the United States for 183 or more days in the taxable year of the sale or other disposition and certain other conditions are met, or (iii) the Company is or has been a “United States real property holding corporation” for United States federal income tax purposes.

      An individual Non-U.S. Holder described in clause (i) above will be subject to tax on the net gain derived from the sale under regular graduated United States federal income tax rates. An individual Non-U.S. Holder described in clause (ii) above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by United States source capital losses (even though the individual is not considered a resident of the United States). If a Non-U.S. Holder that is a foreign corporation falls under clause (i) above, it will be subject to tax on its gain under regular graduated United States federal income tax rates and, in addition, may be subject to the branch profits tax equal to 30% of its effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty.

      The Company believes it is not and does not anticipate becoming a “United States real property holding corporation” for United States federal income tax purposes.

Federal Estate Tax

      Common stock held by an individual Non-U.S. Holder at the time of death will be included in such holder’s gross estate for United States federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.

Information Reporting and Backup Withholding

      The Company must report annually to the IRS and to each Non-U.S. Holder the amount of dividends paid to such holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the Non-U.S. Holder resides under the provisions of an applicable income tax treaty. A Non-U.S. Holder will be subject to backup withholding on dividends paid to such holder unless applicable certification requirements are met.

      Information reporting and, depending on the circumstances, backup withholding, will apply to the proceeds of a sale of common stock within the United States or conducted through United States-related financial intermediaries unless the beneficial owner certifies under penalties of perjury that it is a Non-U.S. Holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person) or the holder otherwise establishes an exemption.

      Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against such holder’s United States federal income tax liability provided the required information is furnished to the IRS.

165

---

Table of Contents

DESCRIPTION OF SHARE CAPITAL

      The certificate of incorporation of Assurant, Inc. authorizes 800,000,000 shares of common stock, par value $0.01 per share. The following summary of the terms and provisions of our capital stock does not purport to be complete and is qualified in its entirety by reference to our certificate of incorporation and by-laws, forms of which have been filed as exhibits to the registration statement of which this prospectus forms a part, and applicable law.

Common Stock

      General. All outstanding shares of Common Stock are, and all shares of Common Stock to be outstanding upon completion of this offering will be, fully paid and nonassessable.

      Dividends. Subject to any preferential rights of any outstanding series of preferred stock that our board of directors may create from time to time, including the Series B and Series C Preferred Stock, the holders of our Common Stock will be entitled to dividends as may be declared from time to time by the board of directors from funds available therefor. Our board of directors currently intends to authorize the payment of dividends to holders of our Common Stock. See “Dividend Policy” and “Regulation.”

      Voting Rights. Each share of Common Stock entitles the holder thereof to one vote on all matters, including the election of directors, and, except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock the holders of the shares of our Common Stock will possess all voting power. Our certificate of incorporation does not provide for cumulative voting in the election of directors. Generally, all matters to be voted on by the stockholders must be approved by a majority, or, in the case of the election of directors, by a plurality, of the votes cast, subject to state law and any voting rights granted to any of the holders of preferred stock. Notwithstanding the foregoing, approval of the following matters requires the vote of holders of at least two-thirds of the voting power of our outstanding capital stock entitled to vote in the election of directors:

	•	altering, amending, repealing or adopting of certain provisions of our certificate of incorporation or by-laws by the stockholders, including amendments to the provisions governing:

	•	the classified board;
	•	the removal of directors;
	•	the filling of vacancies on our board of directors;
	•	the approval of mergers or consolidations or the sale of all or substantially all of our assets;
	•	the calling of stockholders’ meetings;
	•	the prohibition of stockholder action by written consent;
	•	the advance notice requirements for stockholder proposals and nominations of directors to be considered at stockholder meetings;
	•	the liability of directors; and
	•	the supermajority voting provisions;

	•	removing directors (which is permitted for cause only); and
	•	subject to limited exceptions, effecting any merger or consolidation or selling all or substantially all of our assets.

      Preemptive Rights. The holders of Common Stock do not have any preemptive rights. There are no subscription, redemption, conversion or sinking fund provisions with respect to the Common Stock.

      Liquidation Rights. Upon dissolution, liquidation or winding-up of Assurant, subject to the rights of holders of any preferred stock outstanding or any other class or series of stock having preferential rights, the

166

---

Table of Contents

Preferred Stock

      Our board of directors has the authority, without further action of our stockholders, to issue up to 200,000,000 shares of preferred stock, par value $1.00 per share, in one or more series and to fix the powers, preferences, rights and qualifications, limitations or restrictions thereof, which may include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series or the designations of the series. The issuance of preferred stock could adversely affect the holders of common stock. The potential issuance of preferred stock may discourage bids for shares of our common stock at a premium over the market price of our common stock, may adversely affect the market price of shares of our common stock and may discourage, delay or prevent a change of control of Assurant.

      At December 31, 2003, we had 24,160 shares of our preferred stock outstanding. We have no current plans to issue any additional shares of preferred stock.

Anti-takeover Effects of Certain Provisions of the Certificate of Incorporation, By-Laws and Delaware General Corporation Law

      The provisions of the Delaware General Corporation Law and our certificate of incorporation and by-laws summarized below may have the effect of discouraging, delaying or preventing hostile takeovers, including those that might result in a premium being paid over the market price of our common stock, and discouraging, delaying or preventing changes in control or management of our Company.

Certificate of Incorporation and By-Laws

      Our certificate of incorporation, which provides for the issuance of preferred stock, may have the effect of delaying, deferring or preventing a change in control of our Company without further action by the stockholders and may adversely affect the voting and other rights of the holders of shares of common stock. Our certificate of incorporation provides that the approval of certain matters requires the vote of the holders of at least two-thirds of the voting power of our outstanding capital stock entitled to vote in the election of directors. Further, our certificate of incorporation requires that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of our stockholders and may not be effected by a consent in writing. Special meetings of our stockholders may be called only by our Chief Executive Officer or by our board of directors pursuant to a resolution approved by the board of directors. In addition, our by-laws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors. These provisions may have the effect of delaying, deferring or preventing a change in control.

      Super-Majority Voting Provision. Our certificate of incorporation requires the affirmative vote of the holders of at least two-thirds of the voting power of the capital stock entitled to vote in the election of directors for approval of the enumerated actions described above under “— Common Stock— Voting Rights.” In addition, our shareholders’ agreement with Fortis gives it the right to nominate designees to our board of directors and, subject to limited exceptions, our board of directors will nominate those designees as follows: (i) so long as Fortis owns at least 10% of our outstanding shares of common stock, two designees (out of a maximum of 12 directors); and (ii) so long as Fortis owns less than 10% of our outstanding shares of common stock but at least 5% of our outstanding shares of common stock, one designee. Currently, Fortis has two designees on our board of directors. However, we have agreed with Fortis to terminate the shareholders’ agreement effective upon the closing of this offering, at which time other corporate governance arrangements will come into effect. These arrangements include that, if at any time while there are no vacancies on our 12-member board of directors, our board of directors, or a committee thereof, adopts a resolution (i) recommending to our shareholders that a particular candidate be elected to our board of directors to replace one of the Fortis designees or (ii) appointing to our board of directors a new member, then Fortis will cause one of the Fortis designees to resign from our board of directors promptly following the adoption of

167

---

Table of Contents

      In addition, pursuant to our shareholders’ agreement with Fortis, as long as Fortis owns at least 10% of our outstanding shares of common stock, certain significant corporate actions may only be taken with the approval of Fortis, as stockholder. These actions include those listed under “Certain Relationships and Related Transactions— Shareholders’ Agreement— Fortis Voting Requirement.” These voting requirements could have the effect of delaying, deferring or preventing such transactions. See “Risk Factors— Risks Relating to Our Relationship with Fortis.” However, as discussed above, we have agreed with Fortis to terminate the shareholders’ agreement effective upon the closing of this offering. Under our new corporate governance arrangements with Fortis, which will become effective upon the closing of this offering, we will no longer be required to obtain Fortis’ approval for such corporate actions, but Fortis will agree to vote its shares of our common stock in favor of any such corporate action if, at any time while at least one Fortis designee remains on our board of directors, our board of directors, including any Fortis designee, votes in favor of such corporate action.

      Classified Board of Directors. Our board of directors is divided into three classes, with the members of each class serving for staggered three-year terms. As a result, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Stockholders have no cumulative voting rights, and a plurality of the stockholders are able to elect all of the directors. The classification of the directors and lack of cumulative voting will have the effect of making it more difficult not only for another party to obtain control of our Company by replacing our board of directors, but also for our existing stockholders to force an immediate change in the composition of our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. Stockholders will also have limited ability to remove directors, which will be permitted for cause only.

      The anti-takeover and other provisions of our certificate of incorporation and by-laws could discourage potential acquisition proposals and could delay or prevent a change in control. These provisions are intended to enhance the likelihood or continuity and stability in the composition of the board of directors and in the policies formulated by the board of directors and to discourage certain types of transactions that may involve an actual or threatened change of control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts. Such provisions also may have the effect of preventing changes in our management.

	Delaware General Corporation Law

      We are subject to Section 203 of the Delaware General Corporation Law, which we refer to as “Section 203.” In general, Section 203 prevents a person who owns 15% or more of our outstanding voting stock, an “interested stockholder,” from engaging in some business combinations, as described below, with us for three years following the time that that person becomes an interested stockholder unless one of the following occurs:

	•	the board of directors either approves the business combination or the transaction in which the person became an interested stockholder before that person became an interested stockholder;

168

---

Table of Contents

	•	upon consummation of the transaction which resulted in the person becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding stock held by:

	•	directors who are also officers of our Company; and
	•	employee stock plans that do not provide employees with the right to determine confidentiality whether shares held subject to the plan will be tendered in a tender or exchange offer; or

	•	at or subsequent to the time that the transaction in which the person became an interested stockholder, the business combination is:

	•	approved by the board of directors; and
	•	authorized at a meeting of stockholders by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock which is not owned by the interest stockholder.

      For purposes of Section 203, the term “business combinations” includes mergers, consolidations, asset sales or other transactions that result in a financial benefit to the interested stockholder and transactions that would increase the interested stockholder’s proportionate share ownership of our Company.

      Under some circumstances, Section 203 makes it more difficult for an interested stockholder to effect various business combinations with us for a period of three years after the stockholder becomes an interested stockholder. Although our stockholders have the right to exclude us from the restrictions imposed by Section 203, they have not done so. Section 203 may encourage companies interested in acquiring us to negotiate in advance with the board of directors, because the requirement stated above regarding stockholder approval would be avoided if a majority of the directors approves, prior to the time the party became an interested stockholder, either the business combination or the transaction which results in the stockholder becoming an interested stockholder.

Shareholders’ Agreement

      We have entered into a shareholders’ agreement with Fortis, which is described under “Certain Relationships and Related Transactions— Shareholders’ Agreement.” However, we have agreed with Fortis to terminate the shareholders’ agreement effective upon the closing of this offering, at which time other corporate governance arrangements will come into effect. These other corporate governance arrangements are described under “Certain Relationships and Related Transactions—Corporate Governance Arrangements.”

      See also “Risk Factors— Risks Relating to Our Relationship with Fortis.”

Listing

      Our common stock is listed on the New York Stock Exchange under the trading symbol “AIZ.”

Transfer Agent and Registrar

      The transfer agent and registrar for our common stock is Mellon Investor Services LLC, 85 Challenger Road, Overpeck Centre, Ridgefield Park, New Jersey 07660.

169

---

Table of Contents

DESCRIPTION OF INDEBTEDNESS

Revolving Credit Facility

      The Company has entered into a $500 million senior revolving credit facility with a syndicate of banks arranged by J.P. Morgan Securities Inc. (successor by merger to Banc One Capital Markets, Inc.) and Citigroup Global Markets Inc. The revolving credit facility is unsecured and is available so long as the Company is not in default until February 2007. Interest under the revolving credit facility is based on, at our option, (i) LIBOR plus a spread ranging from 0.500% to 2.250% per annum, or (ii) the higher of the prime rate or 0.5% over the federal funds rate, plus a spread ranging from 0% to 1.500% per annum, with the spread in each case determined on the basis of our senior unsecured debt rating.

      The revolving credit facility contains restrictive covenants that, among other things and with exceptions, limit our ability to effect changes in our business or our corporate existence, incur additional indebtedness, create liens on our assets, dispose of material assets, restrict our subsidiaries’ distributions, make investments, enter into mergers and consolidations and enter into certain transactions with our stockholders and affiliates.

      The terms of the revolving credit facility also require that we maintain certain specified minimum ratios which include:

	•	an amount of statutory capital equal to or greater than $1,500 million;
	•	a ratio of consolidated cash flow to consolidated interest of no less than 4.00 to 1.00 for the fiscal quarter ended March 31, 2004 and 5.00 to 1.00 thereafter;
	•	a ratio of consolidated debt to consolidated capitalization not in excess of 0.35 to 1.0; and
	•	an amount of consolidated adjusted net worth equal to or greater than the sum of (i) $1,800 million plus (ii) 50% of our consolidated net income for each fiscal quarter beginning with the fiscal quarter ending December 31, 2003 plus (iii) 100% of the net proceeds received after December 31, 2003 from any capital contribution or any issuance of our capital stock.

      The revolving credit facility also provides for events of default including:

	•	failure to pay principal of or interest on any loans under the revolving credit facility;
	•	failure to perform or comply with any covenant;
	•	breach of any representations or warranties made;
	•	default in the performance or compliance with any term that is not remedied or waived within a specified period of time;
	•	loss of any insurance license or certain regulatory actions if such action would reasonably be expected to have a material adverse effect;
	•	acceleration of or failure to make payments in respect of debt exceeding a specified amount subject to any applicable grace period, or any breach or default with respect to any other material term of such debt;
	•	judgment defaults in excess of a specified amount;
	•	certain events of bankruptcy or dissolution; and
	•	failure to comply with certain ERISA matters.

      In addition, events of default include the acquisition of more than 30% of our voting power and/or equity securities by any person or group (other than the existing control group). If any event of default occurs, the principal and interest on the borrowed amounts may become or may be declared to be immediately due and payable. In addition, the payment of dividends on our capital stock will be prohibited and our ability to borrow under the revolving credit facility will be suspended or terminated.

Assurant Commercial Paper Program

      In March 2004, we established a $500 million commercial paper program, which is available for working capital and other general corporate purposes. Our subsidiaries do not maintain commercial paper or other

170

---

Table of Contents

Senior Notes

      On February 18, 2004, we issued two series of senior notes in an aggregate principal amount of $975 million. The first series is $500 million in principal amount, bears interest at 5.625% per year and is payable in a single installment due February 15, 2014. The second series is $475 million in principal amount, bears interest at 6.750% per year and is payable in a single installment due February 15, 2034.

      Interest on our senior notes is payable semi-annually on February 15 and August 15 of each year. Interest payments commenced on August 15, 2004. The senior notes are our unsecured obligations and rank equally with all of our other senior unsecured indebtedness. The senior notes are not redeemable prior to maturity. The net proceeds from the issuance of the senior notes were used to repay a portion of our outstanding indebtedness under our $1,100 million senior bridge facility.

      At the time of offering our senior notes, we entered into a registration rights agreement. The registration rights agreement required us to file a registration statement under the Securities Act of 1933 to permit the exchange of the senior notes for registered notes having nearly identical terms as the senior notes or to permit the registered resale of the senior notes. This requirement was met on May 4, 2004 when we filed a registration statement on Form S-4 with the SEC. 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 senior notes have restrictions on permitting liens on the stock of our principal subsidiaries, the issuance of stock by our principal subsidiaries and mergers and sales of all or substantially all of our assets.

      The senior notes also provide for events of default. If any event of default occurs, the principal and interest on the notes may become or be declared immediately due and payable.

171

---

Table of Contents

SHARES ELIGIBLE FOR FUTURE SALE

      Upon completion of this offering, we will have a total of approximately 139,766,177 shares of our common stock outstanding. All of our outstanding shares will be freely tradable without restriction or further registration under the Securities Act so long as they are held by persons other than our “affiliates.” Under the Securities Act, an “affiliate” of a company is a person that directly or indirectly controls, is controlled by or is under common control with that company.

      Approximately 22,999,130 shares of our common stock to be outstanding after this offering will continue to be held by Fortis after this offering and will be pledged by Fortis in connection with the exchangeable bonds described below. Such shares may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemptions contained in Rule 144 and Rule 144A.

      In general, under Rule 144, a person (or persons whose shares are aggregated), including any person who may be deemed our affiliate, is entitled to sell within any three-month period, a number of restricted securities that does not exceed the greater of 1% of the then outstanding shares of common stock and the average weekly trading volume in the over-the-counter market during the four calendar weeks preceding each such sale, provided that at least one year has elapsed since such shares were acquired from us or any affiliate of ours and certain manner of sale, notice requirements and requirements as to availability of current public information about us are satisfied. Any person who is deemed to be our affiliate must comply with the provisions of Rule 144 (other than the one-year holding period requirement) in order to sell shares of common stock which are not restricted securities (such as shares acquired by affiliates either in this offering or through purchases in the open market following this offering). In addition, under Rule 144(k), a person who is not our affiliate, and who has not been our affiliate at any time during the 90 days preceding any sale, is entitled to sell such shares without regard to the foregoing limitations, provided that at least two years have elapsed since the shares were acquired from us or any affiliate of ours.

      Fortis is selling exchangeable bonds concurrently with the closing of this offering. The bonds are mandatorily exchangeable into shares of our common stock, or the cash value thereof, three years from issuance, although the date could be accelerated in some cases. Fortis will have the option to exchange the bonds into the cash equivalent of the value of the shares which would have been delivered at maturity. At such time, any shares delivered by Fortis to the bondholders in exchange for the bonds will be transferable under Rule 144 by a person who is not our affiliate, and who has not been our affiliate at any time during 90 days preceding any transfer, without regard to any limitations of Rule 144. The exchangeable bonds and the shares of Assurant common stock into which they are exchangeable have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

      We, our directors and senior officers and Fortis have agreed with the underwriters not to, directly or indirectly, dispose of or hedge any shares of our common stock or securities convertible into or exchangeable for shares of common stock for a period of 90 days from the date of this prospectus, without the prior written consent of Morgan Stanley & Co. Incorporated, on behalf of the underwriters, subject to certain exceptions as described under “Underwriting.”

      No prediction can be made as to the effect, if any, future sales of shares, or the availability of shares for future sales, will have on the market price of our common stock prevailing from time to time. The sale of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of our common stock.

172

---

Table of Contents

UNDERWRITING

      Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. Incorporated is acting as representative, have severally agreed to purchase, and the selling stockholder has agreed to sell to them, the number of shares indicated below:

Name			Number of Shares
Morgan Stanley & Co. Incorporated				6,800,000
Citigroup Global Markets Inc.				2,720,000
Credit Suisse First Boston LLC				2,720,000
Lehman Brothers Inc.				2,720,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated				2,720,000
Goldman, Sachs & Co.				1,360,000
J.P. Morgan Securities Inc.				1,360,000
KeyBanc Capital Markets, A Division of
McDonald Investments Inc.				1,360,000
UBS Securities LLC				1,360,000
Cochran, Caronia Securities L.L.C.				816,000
Fortis Securities LLC				816,000
Fox-Pitt, Kelton Inc.				816,000
Raymond James & Associates, Inc.				816,000
SunTrust Capital Markets, Inc.				816,000
	Total			27,200,000

      The underwriters are offering the shares of common stock subject to their acceptance of the shares from the selling stockholder. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken.

      The underwriters initially propose to offer part of the shares of common stock directly to the public at the public offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $0.65 a share under the public offering price. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representative.

      Our estimated offering expenses, excluding underwriting discounts and commissions, are approximately $2.4 million, which includes legal, accounting and printing costs and various other fees associated with the registration and listing of the shares of common stock.

      Our common stock is listed on the New York Stock Exchange under the symbol “AIZ.”

      We, each of our directors and senior officers and Fortis have agreed that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the underwriters, we and they will not, during the period ending 90 days after the date of this prospectus:

	•	offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock;

173

---

Table of Contents

	•	file or cause to be filed any registration statement with the SEC relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or
	•	enter in any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common stock;

	whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise. The restrictions described in this paragraph do not apply to:

	•	the sale of shares to the underwriters;
	•	the issuance by us of shares of common stock upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus of which the underwriters have been advised in writing;
	•	grants by us of options to purchase shares of our common stock or stock appreciation rights based on the value of shares of common stock or grants by us of restricted stock or director stock grants pursuant to our benefit plans;
	•	the issuance by us of shares of common stock or securities convertible into or exercisable or exchangeable for shares of common stock in connection with one or more mergers or acquisitions in which we are the surviving entity or acquirer, so long as the aggregate value of the securities so issued does not exceed a certain amount agreed upon by the representative and us and so long as the holder of such securities agrees in writing to be bound by the transfer restrictions described in this paragraph;
	•	the issuance, offer or sale by us of shares of common stock or rights based on the value of shares of common stock pursuant to our 2004 Employee Stock Purchase Plan, 401(k) Plan, or Executive Pension and 401(k) Plan;
	•	the issuance of the exchangeable bonds by the selling stockholder concurrently with the closing of this offering and the pledge of shares of our common stock in connection therewith;
	•	transactions by any person other than us or Fortis relating to shares of common stock or other securities acquired in open market transactions after the completion of this offering; and
	•	transfers by any person other than us of shares of our common stock to an affiliate of such person, or transfers by any person other than us or Fortis of shares of our common stock to a family member of such person or a trust created for the benefit of such person or family member, provided that any transferee agrees in writing to be bound by the transfer restrictions described in this paragraph and subject to certain other conditions.

      The 90-day restricted period described above is subject to extension such that, in the event that either (1) during the last 17 days of the 90-day restricted period, we issue an earnings release or material news or a material event relating to us occurs or (2) prior to the expiration of the 90-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 90-day period, the “lock-up” restrictions described above will, subject to limited exceptions, continue to apply until the expiration of the 18-day period beginning on the earnings release or the occurrence of the material news or material event.

      In order to facilitate the offering of the common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a naked short position. Since there is no over-allotment option in this offering, the underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating the offering, the underwriters may bid for, and purchase, shares of common stock in the open market to stabilize the price of the common stock. The underwriting syndicate may also reclaim selling concessions allowed to an underwriter or a dealer for distributing the shares of common stock in this offering, if the syndicate repurchases previously distributed common stock to cover syndicate short positions or to stabilize the price of the shares of common stock. These activities may raise or maintain the market price of

174

---

Table of Contents

      A prospectus in electronic format may be made available on the websites maintained by one or more underwriters and one or more underwriters participating in this offering may distribute prospectuses electronically. The underwriters may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representative to underwriters that may make Internet distributions on the same basis as other allocations.

      We, the selling stockholder and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

Relationships with Underwriters

      The underwriters and their affiliates have from time to time provided, and expect to provide in the future, investment banking, commercial banking and other financial services to us and our affiliates, including Fortis and its affiliates, for which they have received and may continue to receive customary fees and commissions. In addition, Morgan Stanley & Co. Incorporated acted as lead underwriter for our initial public offering. Morgan Stanley Senior Funding, Inc. (MSSF), an affiliate of Morgan Stanley & Co. Incorporated, was the sole lender under a four-day loan for $650 million (the proceeds of which were used in connection with the redemption by us of the outstanding $699.9 million aggregate liquidation amount of 1997 capital securities in December 2003). MSSF, Merrill Lynch Capital Corp. (MLCC), an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Credit Suisse First Boston (acting through its Cayman Islands branch), an affiliate of Credit Suisse First Boston LLC, were the administrative agent, syndication agent and documentation agent, respectively, of our $650 million senior bridge credit facility. MSSF has acted as the bookrunner and lead arranger of this facility. MSSF, Credit Suisse First Boston (acting through its Cayman Islands branch) and Merrill Lynch Bank USA (MLB), an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated committed $325 million, $162.5 million and $162.5 million, respectively, to this facility as lenders. MSSF and Citicorp North America Inc. (CNA), an affiliate of Citigroup Global Markets Inc., were the syndication agent and documentation agent, respectively, of our $1,100 million senior bridge credit facility, and each committed $283.3 million to this facility as lenders. Citigroup Global Markets Inc. and MSSF have acted as joint bookrunners and, together with J.P. Morgan Securities Inc. (successor by merger to Banc One Capital Markets, Inc.), joint lead arrangers of this facility. JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA), an affiliate of J.P. Morgan Securities Inc., was the administrative agent and committed $283.3 million to this facility as lender. Credit Suisse First Boston (acting through its Cayman Islands branch), MLB, Goldman Sachs Credit Partners L.P., an affiliate of Goldman, Sachs & Co., and JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank) (JPMCB), an affiliate of J.P. Morgan Securities Inc., committed $75 million, $75 million, $50 million and $50 million, respectively, to this facility as lenders. CNA was the syndication agent and MSSF and JPMCB were the co-documentation agents of our $500 million revolving credit facility. CNA and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA), an affiliate of J.P. Morgan Securities Inc., each committed $65 million, JPMCB and MSSF each committed $50 million, Credit Suisse First Boston (acting through its Cayman Islands branch), KeyBank, National Association, an affiliate of KeyBanc Capital Markets, A Division of McDonald Investments Inc., MLB, and SunTrust Bank, an affiliate of SunTrust Capital Markets, Inc., each committed $35 million to this facility as lenders. Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. (successor by merger to Banc One Capital Markets, Inc.), have acted as joint lead arrangers and joint bookrunners of this facility. We believe that the fees and commissions we paid in respect of participation in the credit facilities were customary for borrowers with a credit profile similar to ours, for a similar-size financing and for borrowers in our industry.

      Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as the dealer manager in connection with the tender offer and consent solicitation by Fortis with respect to the 2000 trust capital securities. Merrill Lynch International, an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, was engaged to provide a valuation analysis and fairness opinion with respect to the 2000 Subordinated Debentures and the 1999 Trust Capital Securities.

175

---

Table of Contents

      In February 2004, we issued two series of notes in an aggregate principal amount of $975 million in a private offering through Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc. (as successor by merger to Banc One Capital Markets, Inc. and individually) as initial purchasers. SunTrust Bank acted as the exchange agent in connection with a subsequent exchange offer relating to these notes and is the trustee of our senior debt indenture dated as of February 19, 2004.

      Fox-Pitt, Kelton Inc. is a subsidiary of Swiss Reinsurance Company (Swiss Re). We from time to time had, and may continue to have, reinsurance arrangements with Swiss Re and its affiliates.

      Because Fortis Securities LLC is one of the underwriters and an affiliate of the selling stockholder and us, this offering must comply with the requirements of Rule 2720 of the NASD.

LEGAL MATTERS

      The validity of the common stock will be passed upon for us by Simpson Thacher & Bartlett LLP, New York, New York. Certain legal matters in connection with this offering will be passed upon for the underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Skadden, Arps, Slate, Meagher & Flom LLP has in the past performed, and continues to perform, legal services for us and our affiliates. Davis Polk & Wardwell is acting as U.S. legal advisor to Fortis Insurance N.V., as selling stockholder.

EXPERTS

      The consolidated financial statements of Assurant, Inc. and subsidiaries at December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003 included in this prospectus, have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing in this prospectus, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

      We have filed with the SEC, a Registration Statement on Form S-1 under the Securities Act with respect to the common stock offered in this prospectus. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us and our common stock, we refer you to the registration statement and to its exhibits and schedules. Statements in this prospectus about the contents of any contract, agreement or other document are not necessarily complete and, in each instance, we refer you to the copy of such contract, agreement or document filed as an exhibit to the registration statement, with each such statement being qualified in all respects by reference to the document to which it refers. Anyone may inspect the registration statement and its exhibits and schedules without charge at the public reference facilities the SEC maintains at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain copies of all or any part of these materials from the SEC upon the payment of certain fees prescribed by the SEC. You may obtain further information about the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also inspect these reports and other information without charge at a website maintained by the SEC. The address of this site is http://www.sec.gov.

      We are subject to the informational requirements of the Exchange Act and are required to file reports, proxy statements and other information with the SEC. You will be able to inspect and copy these reports, proxy statements and other information at the public reference facilities maintained by the SEC at the address noted above. You also will be able to obtain copies of this material from the Public Reference Room of the SEC as described above, or inspect them without charge at the SEC’s website. We also furnish our stockholders with annual reports containing consolidated financial statements audited by an independent accounting firm.

176

---

Table of Contents

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Consolidated Financial Statements of Assurant, Inc.
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets of Assurant, Inc. at December 31, 2003 and December 31, 2002			F-3
Consolidated Statements of Operations of Assurant, Inc. for the Three Fiscal Years in the Period Ended December 31, 2003			F-5
Consolidated Statements of Changes in Stockholders’ Equity of Assurant, Inc. for the Three Fiscal Years in the Period Ended December 31, 2003			F-6
Consolidated Statements of Cash Flows of Assurant, Inc. for the Three Fiscal Years in the Period Ended December 31, 2003			F-7
Notes to Consolidated Financial Statements of Assurant, Inc.			F-9
Unaudited Interim Consolidated Balance Sheets of Assurant, Inc. at September 30, 2004 and December 31, 2003			F-67
Unaudited Interim Consolidated Statements of Operations of Assurant, Inc. for the Nine Months Ended September 30, 2004 and September 30, 2003			F-69
Unaudited Interim Consolidated Statements of Changes in Stockholders’ Equity of Assurant, Inc. From December 31, 2003 through September 30, 2004			F-70
Unaudited Interim Consolidated Statements of Cash Flows of Assurant, Inc. for the Nine Months Ended September 30, 2004 and September 30, 2003			F-71
Notes to Unaudited Interim Consolidated Financial Statements of Assurant, Inc.			F-72

F-1

---

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Assurant, Inc.:

      In our opinion, the accompanying consolidated balance sheets and the related statements of operations, of changes in stockholders’ equity and of cash flows present fairly, in all material respects, the financial position of Assurant, Inc. and its subsidiaries (formerly Fortis, Inc. and subsidiaries) at December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion the accompanying financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and the financial statement schedules are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      As discussed in Note 2 to the consolidated financial statements, effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.

/s/PricewaterhouseCoopers LLP

New York, New York

F-2

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS AT

				December 31,
				2003				2002
				(in thousands except
				number of shares and
				per share amounts)
ASSETS
Investments:
	Fixed maturities available for sale, at fair value (amortized cost— $8,229,861 in 2003 and $7,630,576 in 2002)			$	8,728,838			$	8,035,530
	Equity securities available for sale, at fair value (cost— $436,823 in 2003 and $264,635 in 2002)				456,440				271,700
	Commercial mortgage loans on real estate at amortized cost				932,791				841,940
	Policy loans				68,185				69,377
	Short-term investments				275,878				684,350
	Other investments				461,473				181,181
		Total investments			10,923,605				10,084,078
Cash and cash equivalents					958,197				610,694
Premiums and accounts receivable					468,766				394,535
Reinsurance recoverables					4,445,265				4,649,909
Accrued investment income					135,267				126,761
Tax receivable					26,499				—
Deferred acquisition costs					1,384,827				1,298,797
Property and equipment, at cost less accumulated depreciation					283,762				250,785
Deferred income taxes, net					60,321				168,200
Goodwill					828,523				834,138
Value of business acquired					191,929				215,245
Other assets					195,958				212,941
Assets held in separate accounts					3,805,058				3,411,616
		Total assets		$	23,707,977			$	22,257,699

F-3

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS AT

		December 31,
		2003				2002
		(in thousands except
		number of shares and
		per share amounts)
LIABILITIES
Future policy benefits and expenses		$	6,235,140			$	5,806,847
Unearned premiums			3,133,847				3,207,636
Claims and benefits payable			3,512,809				3,374,140
Commissions payable			350,732				326,832
Reinsurance balances payable			110,063				167,688
Funds held under reinsurance			200,384				183,838
Deferred gain on disposal of businesses			387,353				462,470
Accounts payable and other liabilities			1,370,104				1,265,648
Income tax payable			—				25,191
Debt			1,750,000				—
Mandatorily redeemable preferred securities			196,224				—
Mandatorily redeemable preferred stock			24,160				—
Liabilities related to separate accounts			3,805,058				3,411,616
Total liabilities			21,075,874				18,231,906
Commitments and contingencies (Note 26)			—				—
Mandatorily redeemable preferred securities			—				1,446,074
Mandatorily redeemable preferred stock			—				24,660
Stockholders’ equity
Common stock, par value $.01 per share, 800,000,000 shares authorized, 109,222,276 shares issued and outstanding			1,092				1,092
Additional paid-in capital			2,063,763				2,063,763
Retained earnings			248,721				245,219
Accumulated other comprehensive income			318,527				244,985
Total stockholders’ equity			2,632,103				2,555,059
Total liabilities and stockholders’ equity		$	23,707,977			$	22,257,699

F-4

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

				Years Ended December 31,
				2003				2002				2001
				(in thousands except number of
				shares and per share amounts)
Revenues
Net earned premiums and other considerations				$	6,156,772			$	5,681,596			$	5,242,185
Net investment income					607,313				631,828				711,782
Net realized gain (loss) on investments					1,868				(118,372	)			(119,016	)
Amortization of deferred gain on disposal of businesses					68,277				79,801				68,296
Gain on disposal of businesses					—				10,672				61,688
Fees and other income					231,983				246,675				221,939
		Total revenues			7,066,213				6,532,200				6,186,874
Benefits, losses and expenses
Policyholder benefits					3,657,763				3,435,175				3,240,091
Amortization of deferred acquisition costs and value of business acquired					863,647				732,010				648,918
Underwriting, general and administrative expenses					1,965,491				1,876,222				1,846,550
Amortization of goodwill					—				—				113,300
Interest expense					1,175				—				14,001
Distributions on mandatorily redeemable preferred securities					112,958				118,396				118,370
Interest premiums on redemption of mandatorily redeemable preferred securities					205,822				—				—
		Total benefits, losses and expenses			6,806,856				6,161,803				5,981,230
Income before income taxes and cumulative effect of change in accounting principle					259,357				370,397				205,644
Income taxes					73,705				110,657				107,591
Net income before cumulative effect of change in accounting principle					185,652				259,740				98,053
Cumulative effect of change in accounting principle (Note 19)					—				(1,260,939	)			—
		Net income (loss)		$	185,652			$	(1,001,199	)		$	98,053
Earnings per share:
Weighted average of basic and diluted shares of common stock outstanding (Notes 1 and 12)					109,222,276				109,222,276				109,222,276
Net income (loss) per share:
Basic and Diluted
	Net income before cumulative effect of change in accounting principle			$	1.70			$	2.38			$	0.90
	Cumulative effect of change in accounting principle (Note 19)				—				(11.55	)			—
	Net income (loss)			$	1.70			$	(9.17	)		$	0.90
Pro forma earnings per share: (Note 12)
	Pro forma common stock outstanding				142,268,106
Pro forma net income per share:
Basic and Diluted
	Net income			$	1.30

F-5

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

																	Accumulated
																	Other								Outstanding
									Additional								Comprehensive								Shares of
					Common				Paid-in				Retained				Income								Common
					Stock				Capital				Earnings				(Loss)				Total				Stock
					(in thousands except number of shares and per share amounts)
Balance, January 1, 2001					$	1,092			$	2,063,763			$	1,301,644			$	1,214			$	3,367,713				109,222,276
	Dividends on common stock					—				—				(109,298	)			—				(109,298	)			—
	Other					—				—				(1,053	)			—				(1,053	)			—
	Comprehensive income (loss):
		Net income				—				—				98,053				—				98,053				—
		Net change in unrealized gains on securities				—				—				—				102,623				102,623				—
		Foreign currency translation				—				—				—				(5,633	)			(5,633	)			—
		Total comprehensive income																				195,043
Balance, December 31, 2001						1,092				2,063,763				1,289,346				98,204				3,452,405				109,222,276
	Dividends on common stock					—				—				(41,876	)			—				(41,876	)			—
	Other					—				—				(1,052	)			—				(1,052	)			—
	Comprehensive income (loss):
		Net loss				—				—				(1,001,199	)			—				(1,001,199	)			—
		Net change in unrealized gains on securities				—				—				—				173,699				173,699				—
		Foreign currency translation				—				—				—				8,332				8,332				—
		Pension under-funding, net of income tax benefit of $18,980				—				—				—				(35,250	)			(35,250	)			—
			Total comprehensive (loss)																			(854,418	)
Balance, December 31, 2002						1,092				2,063,763				245,219				244,985				2,555,059				109,222,276
	Dividends on common stock					—				—				(181,187	)			—				(181,187	)			—
	Other					—				—				(963	)			—				(963	)			—
	Comprehensive income:
		Net income				—				—				185,652				—				185,652				—
		Net change in unrealized gains on securities				—				—				—				57,325				57,325				—
		Foreign currency translation				—				—				—				16,217				16,217				—
			Total comprehensive income																			259,194
Balance, December 31, 2003					$	1,092			$	2,063,763			$	248,721			$	318,527			$	2,632,103				109,222,276

F-6

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Years Ended December 31,
			2003				2002				2001
			(in thousands except number of
			shares and per share amounts)
Operating activities
Net income (loss)			$	185,652			$	(1,001,199	)		$	98,053
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Cumulative effect of change in accounting principle			—				1,260,939				—
	Change in reinsurance recoverable			204,650				101,745				335,306
	Change in premiums and accounts receivables			(74,475	)			(16,847	)			(82,085	)
	Depreciation and amortization			48,117				46,867				43,599
	Change in deferred acquisition costs and value of businesses acquired			(57,732	)			(130,091	)			(196,562	)
	Change in accrued investment income			(8,162	)			(20,600	)			49,223
	Amortization of goodwill			—				—				113,300
	Change in insurance policy reserves and expenses			435,950				325,894				130,621
	Change in accounts payable and other liabilities			81,767				(138,108	)			83,247
	Change in commissions payable			23,900				(20,878	)			29,643
	Change in reinsurance balances payable			(57,580	)			33,994				129,254
	Change in funds held under reinsurance			16,546				(31,976	)			(63,315	)
	Amortization of deferred gain on disposal of businesses			(69,594	)			(79,801	)			(68,296	)
	Change in income taxes			3,133				(108,050	)			(11,259	)
	Net realized (gains) losses on investments			(1,868	)			118,372				119,016
	Gain on disposal of businesses			—				(10,672	)			(61,688	)
	Other			10,924				35,374				(15,639	)
Net cash provided by operating activities				741,228				364,963				632,418
Investing activities
Sales of:
	Fixed maturities available for sale			1,164,749				3,616,416				3,582,090
	Equity securities available for sale			133,923				113,866				169,124
	Property and equipment			2,982				10,488				5,985
	Other invested assets			131,026				75,658				55,141
Maturities, prepayments, and scheduled redemption of:
	Fixed maturities available for sale			1,131,461				858,142				528,346
Purchases of:
	Fixed maturities available for sale			(3,093,768	)			(4,780,009	)			(4,164,948	)
	Equity securities available for sale			(305,449	)			(131,775	)			(212,736	)
	Property and equipment			(81,751	)			(74,667	)			(47,783	)
	Other invested assets			(123,972	)			(47,594	)			(133,317	)
Change in commercial mortgage loans on real estate				(87,228	)			26,814				52,862
Change in short term investments				415,452				(57,623	)			(187,340	)
Change in policy loans				1,350				(1,141	)			(3,182	)
Net cash received related to acquisition/sale of business				—				12,000				137,840
Net cash (used in) investing activities			$	(711,225	)		$	(379,425	)		$	(217,918	)

F-7

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Years Ended December 31,
			2003				2002				2001
			(in thousands except number of
			shares and per share amounts)
Financing activities
Activities related to investment products:
	Considerations received		$	—			$	—			$	45,577
	Surrenders and death benefits			—				—				(79,646	)
	Interest credited to policyholders			—				—				7,258
Repayment of mandatorily redeemable preferred securities				(1,249,850	)			—				(3,664	)
Redemption of mandatorily redeemable preferred stock				(500	)			(500	)			—
Issuance of Debt from Fortis				74,991				—				216,924
Repayment of Debt from Fortis				(74,991	)			—				(455,907	)
Issuance of Debt				2,400,000				—				—
Repayment of Debt				(650,000	)			—				—
Dividends paid				(181,187	)			(41,876	)			(109,298	)
Other				(963	)			(1,052	)			(1,053	)
Net cash provided by (used in) financing activities				317,500				(43,428	)			(379,809	)
Change in cash and cash equivalents				347,503				(57,890	)			34,691
Cash and cash equivalents at beginning of period				610,694				668,584				633,893
Cash and cash equivalents at end of period			$	958,197			$	610,694			$	668,584
Supplemental information:
	Income taxes paid		$	62,857			$	215,866			$	144,767
	Interest premiums on redemption of mandatorily redeemable preferred securities paid		$	137,000			$	—			$	—
	Distributions on mandatorily redeemable preferred securities and interest paid		$	128,694			$	117,114			$	133,667
Non cash activities:
	Pension under funding, net		$	—			$	35,250			$	—
	Foreign currency translation		$	16,217			$	8,332			$	(5,633	)

F-8

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 December 31, 2003, 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. (see Note 12).

      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 in January 2004 (see Note 8), (2) issued 68,976 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 (see Note 9) 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.

      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. The Company had certain individual life insurance policies, investment-type annuity contracts and mutual fund operations during 2001, which were sold to the Hartford Financial Services Group (“The Hartford”) (see Note 4).

2.     Summary of Significant Accounting Policies

     Basis of Presentation

      The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates when recording transactions resulting from business operations based on information currently available. The most significant items on the Company’s balance sheet that involve accounting estimates and actuarial determinations are the value of business acquired (“VOBA”), goodwill, reinsurance recoverables, valuation of investments, deferred acquisi-

F-9

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

tion costs (“DAC”), liabilities for future policy benefits and expenses, taxes and claims and benefits payable. The accounting estimates and actuarial determinations are sensitive to market conditions, investment yields, mortality, morbidity, commissions and other acquisition expenses, and terminations by policyholders. As additional information becomes available or actual amounts are determinable, the recorded estimates will be revised and reflected in operating results. Although some variability is inherent in these estimates, the Company believes the amounts provided are reasonable and adequate.

      Dollar amounts are presented in U.S. dollars and all amounts are in thousands except for number of shares and securities and per share amounts, and per security amounts.

     Principles of Consolidation

      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. See Notes 3 and 4 for acquisitions and dispositions of businesses.

     Comprehensive Income

      Comprehensive income is comprised of net income and other comprehensive income, which includes foreign currency translation, unrealized gains and losses on securities classified as available for sale, less deferred income taxes and direct charges for additional minimum pension liability.

     Reclassifications

      Certain prior period amounts have been reclassified to conform to the 2004 presentation.

     Cash and Cash Equivalents

      The Company considers cash on hand, all operating cash and working capital cash to be cash equivalents. These amounts are carried principally at cost, which approximates fair value. Cash balances are reviewed at the end of each reporting period to determine if negative cash balances exist. If negative cash balances do exist, the cash accounts are netted with other positive cash accounts of the same bank providing the right of offset exists between the accounts. If the right of offset does not exist, the negative cash balances are reclassified to accounts payable.

     Investments

      The Company’s investment strategy is developed based on many factors including appropriate insurance asset and liability management, rate of return, maturity, credit risk, tax considerations and regulatory requirements.

      Fixed maturities and equity securities are classified as available-for-sale and reported at fair value. If the fair value is higher than the amortized cost for debt securities or the purchase cost for equity securities, the excess is an unrealized gain; and if lower than cost, the difference is an unrealized loss. The net unrealized gains and losses, less deferred income taxes are included in accumulated other comprehensive income.

      Commercial mortgage loans on real estate are reported at unpaid balances, adjusted for amortization of premium or discount, less allowance for losses. Allowances, if necessary, are established for mortgage loans based on the difference between the unpaid loan balance and the estimated fair value of the underlying real estate when such loans are determined to be in default as to scheduled payments. The change in the allowance for losses is recorded as realized gains and losses on investments. Such allowances are based on the present value of expected future cash flows discounted at the loan’s effective interest rate or at the loan’s observable market price, or the fair market value of the collateral if the loan is collateral dependent.

F-10

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      Policy loans are reported at unpaid principal balances, which do not exceed the cash surrender value of the underlying policies.

      Short-term investments include all investment cash and highly liquid investments. These amounts are carried principally at cost, which approximates fair value.

      Other investments consist of investments in joint ventures, partnerships, and invested assets associated with a modified coinsurance arrangement. The joint ventures and partnerships are valued according to the equity method of accounting. The invested assets related to the modified coinsurance arrangements are classified as trading securities and are reported at fair value. Any changes in the fair value are recorded as net realized gains and losses in the statement of operations.

      The Company regularly monitors its investment portfolio to determine that investments that may be other than temporarily impaired are identified in a timely fashion and properly valued, and that any impairments are charged against earnings in the proper period. The Company’s methodology to identify potential impairments requires professional judgment.

      Changes in individual security values are monitored on a semi-monthly basis in order to identify potential credit problems. In addition, securities whose market price is equal to 85% or less of their original purchase price are added to the impairment watchlist, which is discussed at monthly meetings attended by members of the Company’s investment, accounting and finance departments. Any security whose price decrease is deemed other-than-temporary is written down to its then current market level with the amount of the writedown reflected in the Statement of Operations for that period. Assessment factors include, but are not limited to, the financial condition and rating of the issuer, any collateral held and the length of time the market value of the security has been below cost.

      Inherently, there are risks and uncertainties involved in making these judgments. Changes in circumstances and critical assumptions such as a continued weak economy, a more pronounced economic downturn or unforeseen events which affect one or more companies, industry sectors or countries could result in additional write downs in future periods for impairments that are deemed to be other-than-temporary.

      Realized gains and losses on sales of investments and declines in value judged to be other-than-temporary are recognized on the specific identification basis.

      Investment income is recorded as earned net of investment expenses.

      The Company anticipates prepayments of principal in the calculation of the effective yield for mortgage-backed securities and structured securities. The majority of the Company’s mortgage-backed securities and structured securities are of high credit quality. Therefore, the retrospective method is used to adjust the effective yield.

     Reinsurance

      Reinsurance recoverables include amounts related to paid benefits and estimated amounts related to unpaid policy and contract claims, future policyholder benefits and policyholder contract deposits. The cost of reinsurance is accounted for over the terms of the underlying reinsured policies using assumptions consistent with those used to account for the policies. Amounts recoverable from reinsurers are estimated in a manner consistent with claim and claim adjustment expense reserves or future policy benefits reserves and are reported in the consolidated balance sheets. The cost of reinsurance related to long-duration contracts is accounted for over the life of the underlying reinsured policies. The ceding of insurance does not discharge the Company’s primary liability to insureds. An estimated allowance for doubtful accounts is recorded on the basis of periodic evaluations of balances due from reinsurers, reinsurer solvency, management’s experience, and current economic conditions.

F-11

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

     Deferred Acquisition Costs

      The costs of acquiring new business that vary with and are primarily related to the production of new business are deferred to the extent that such costs are deemed recoverable from future premiums or gross profits. Acquisition costs primarily consist of commissions, policy issuance expenses, premium taxes and certain direct marketing expenses.

      A premium deficiency is recognized by a charge to the statement of operations as a reduction of DAC to the extent that future policy premiums, including anticipation of interest income, are not adequate to recover all DAC and related claims, benefits and expenses. If the premium deficiency is greater than unamortized DAC, a liability will be accrued for the excess deficiency.

     Short Duration Contracts

      DAC relating to property contracts, warranty and extended service contracts and single premium credit insurance contracts is amortized over the term of the contracts in relation to premiums earned.

      Acquisition costs relating to monthly pay credit insurance business consist mainly of direct marketing costs and are deferred and amortized over the estimated average terms of the underlying contracts.

      Acquisition costs relating to group term life, group disability and group dental consist primarily of new business underwriting, field sales support, commissions to agents and brokers, and compensation to sales representatives. These acquisition costs are front-end loaded; thus they are deferred and amortized over the estimated terms of the underlying contracts.

      Acquisition costs on individual medical issued in most jurisdictions after 2002, small group medical, group term life, and group disability, consist primarily of commissions to agents and brokers, which are level, and compensation to representatives, which is spread out and is not front-end loaded. These costs do not vary with the production of new business. As a result, these costs are not deferred, but rather they are recorded in the consolidated statement of operations in the period in which they are incurred.

     Long Duration Contracts

      Acquisition costs for pre-funded funeral life insurance policies and life insurance policies no longer offered are deferred and amortized in proportion to anticipated premiums over the premium-paying period.

      For pre-funded funeral investment type annuities and universal life and investment-type annuities no longer offered, DAC is amortized in proportion to the present value of estimated gross margins or profits from investment, mortality, expense margins and surrender charges over the estimated life of the policy or contract. The assumptions used for the estimates are consistent with those used in computing the policy or contract liabilities.

      Acquisition costs relating to individual medical contracts issued prior to 2003 and currently in a limited number of jurisdictions are deferred and amortized over the estimated average terms of the underlying contracts. These acquisitions costs relate to commissions and policy issuance expenses. Commissions represents the majority of deferred costs and result from commission schedules that pay significantly higher rates in the first year. The majority of deferred policy issuance expenses are the costs of separately underwriting each individual medical contract.

      Acquisition costs on the Fortis Financial Group (“FFG”) and Long-Term Care (“LTC”) disposed businesses were written off when the businesses were sold.

F-12

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

     Property and Equipment

      Property and equipment are reported at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over estimated useful lives with a maximum of 39.5 years for buildings, 7 years for furniture and 5 years for equipment. Expenditures for maintenance and repairs are charged to income as incurred. Expenditures for improvements are capitalized and depreciated over the remaining useful life of the asset.

     Goodwill

      Goodwill represents the excess of acquisition costs over the net fair values of identifiable assets acquired and liabilities assumed in a business combination. The Company adopted Statement of Financial Accounting Standards No. 142 (“FAS 142”), Goodwill and Other Intangible Assets, as of January 1, 2002. Pursuant to FAS 142, goodwill is deemed to have an indefinite life and should not be amortized, but rather tested at least annually for impairment. The goodwill impairment test has two steps. The first identifies potential impairments by comparing the fair value of a reporting unit with its book value, including goodwill. If the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired and the second step is not required. If the carrying value exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying amount. If the implied goodwill is less than the carrying amount, a write down is recorded. Prior to the adoption of FAS 142, goodwill was amortized over 20 years. Upon the adoption of FAS 142, the Company ceased amortizing goodwill, and recognized a $1,260,939 impairment charge as the cumulative effect of a change in accounting principle. The measurement of fair value was determined based on a valuation report prepared by an independent valuation firm. The valuation was based on an evaluation of ranges of future discounted earnings, public company trading multiples and acquisitions of similar companies. Certain key assumptions considered include forecasted trends in revenues, operating expenses and effective tax rates. The Company performs a goodwill impairment test during the second quarter of each year.

     Value of Business Acquired

      VOBA is the identifiable intangible asset representing the value of the insurance business acquired. The amount is determined using best estimates for mortality, lapse, maintenance expenses and investment returns at date of purchase. The amount determined represents the purchase price paid to the seller for producing the business. Similar to the amortization of DAC, the amortization of VOBA is over the premium payment period for traditional life insurance policies and a small block of limited payment policies. For the remaining limited payment policies, all universal life policies and annuities, the amortization of VOBA is over the expected life time of the policies.

      VOBA is tested for recoverability annually. If it is determined that future policy premiums and investment income or gross profits are not adequate to cover related losses or loss expenses, then VOBA is charged to current earnings.

     Separate Accounts

      Assets and liabilities associated with separate accounts relate to premium and annuity considerations for variable life and annuity products for which the contract-holder, rather than the Company, bears the investment risk. Separate account assets are reported at fair value. Revenues and expenses related to the separate account assets and liabilities, to the extent of benefits paid or provided to the separate account policyholders, are excluded from the amounts reported in the accompanying consolidated statements of operations. Through April 1, 2001, the Company received administrative fees for managing the funds and other fees for assuming mortality and certain expense risks. Such fees were included in net earned premiums

F-13

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

and other considerations in the consolidated statements of operations. Since April 1, 2001, all fees have been ceded to The Hartford (see Note 4).

     Income Taxes

      Current federal income taxes are charged to operations based upon amounts estimated to be payable or recoverable as a result of taxable operations for the current year. Deferred income taxes are recognized for temporary differences between the financial reporting basis and income tax basis of assets and liabilities, based on enacted tax laws and statutory tax rates applicable to the periods in which we expect the temporary differences to reverse.

     Other Assets

      Other assets include prepaid items and intangible assets. Identifiable intangible assets with finite lives, including costs capitalized relating to developing software for internal use, are amortized on a straight-line basis over their estimated useful lives. The Company tests the intangible assets for impairment whenever circumstances warrant, but at least annually. If impairment exists, then excess of the unamortized balance over the fair value of the intangible assets will be charged to earnings at that time. Other assets also include the Company’s approximately 25% interest in Private Health Care Systems, Inc. (“PHCS”). The Company was a co-founder of PHCS, a provider network. The Company accounts for PHCS according to the equity method.

     Foreign Currency Translation

      For those foreign affiliates where the foreign currency is the functional currency, unrealized foreign exchange gains (losses) net of income taxes have been reflected in Stockholders’ Equity under the caption “Accumulated other comprehensive income.”

     Premiums

     Short Duration Contracts

      The Company’s short duration contracts are those on which the Company recognizes revenue on a pro-rata basis over the contract term. The Company’s short duration contracts primarily include group term life, group disability, medical and dental, property and warranty, credit life and disability, and extended service contracts and individual medical contracts issued after 2002 in most jurisdictions.

     Long Duration Contracts

      Currently, the Company’s long duration contracts being sold are pre-funded funeral life insurance and investment type annuities. For pre-funded funeral life insurance policies, any excess of the gross premium over the net premium is deferred and is recognized in income in a constant relationship with the insurance in force. For pre-funded funeral investment-type annuity contracts, revenues consist of charges assessed against policy balances.

      For individual medical contracts sold prior to 2003, and currently in a limited number of jurisdictions and traditional life insurance contracts sold by the PreNeed segment that are no longer offered, revenue is recognized when due from policyholders.

      For universal life insurance and investment-type annuity contracts sold by the Solutions segment that are no longer offered, revenues consist of charges assessed against policy balances.

      Premiums for LTC insurance and traditional life insurance contracts within FFG are recognized as revenue when due from the policyholder. For universal life insurance and investment-type annuity contracts within FFG, revenues consist of charges assessed against policy balances. For the FFG and LTC businesses previously sold, all revenue is ceded to the Hartford and John Hancock, respectively.

F-14

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

     Reinsurance Assumed

      Reinsurance premiums assumed are calculated based upon payments received from ceding companies together with accrual estimates, which are based on both payments received and in force policy information received from ceding companies. Any subsequent differences arising on such estimates are recorded in the period in which they are determined.

     Fee Income

      The Company primarily derives income from fees received from providing administrative services. Fee income is earned when services are performed.

      Administrator obligor service contracts are sales in which the Company is designated as the obligor. For these contract sales, the Company recognizes revenues in accordance with Financial Accounting Standards Board Technical Bulletin 90-1 (“TB 90-1”), Accounting for Separately Priced Extended Warranty and Product Maintenance Contracts, and FAS No. 60, Accounting and Reporting by Insurance Enterprises. Administration fees related to these contracts are generally recognized as earned on the same basis as the premium is recognized or on a straight-line pro-rata basis. Administration fees related to the unexpired portion of the contract term are deferred. Acquisition costs related to these contracts are also deferred. Both the deferred administration fees and acquisition costs are amortized over the term of the contracts. Deferred administration fees at December 31, 2003 and 2002 were $29,076 and 28,845, respectively. Amortization income recognized in fees and other income for 2003 and 2002 were $23,183 and $26,463, respectively.

     Reserves

      Reserves are established according to generally accepted actuarial principles and are based on a number of factors. These factors include experience derived from historical claim payments and actuarial assumptions to arrive at loss development factors. Such assumptions and other factors include trends, the incidence of incurred claims, the extent to which all claims have been reported, and internal claims processing charges. The process used in computing reserves cannot be exact, particularly for liability coverages, since actual claim costs are dependent upon such complex factors as inflation, changes in doctrines of legal liabilities and damage awards. The methods of making such estimates and establishing the related liabilities are periodically reviewed and updated.

     Short Duration Contracts

      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 basis 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 the Company as of the balance sheet date; and (3) loss adjustment expense reserves for the expected handling costs of settling the claims.

      For group disability, the case base reserves and the IBNR are calculated based on historical experience and on assumptions relating to claim severity, frequency, and other factors. These assumptions are modified as necessary to reflect anticipated trends, with any adjustment being reflected in current operations. We establish reserves for disability policies in an amount equal to the net present value of the expected claims future payments. Group long-term disability reserves are discounted to the valuation date at the valuation interest rate. The valuation interest rate is determined by taking into consideration actual and expected earned rates on our asset portfolio, with adjustments for investment expenses and provisions for adverse deviation. Group long-term disability and group life waiver of premium reserves are discounted because the payment pattern and ultimate cost are fixed and determinable on the individual claim basis. Group long-term disability and group term life reserve adequacy studies are performed annually, and morbidity and mortality assumptions are adjusted where appropriate.

F-15

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      Unearned premium reserves are maintained for the portion of the premiums on short duration contracts that is related to the unexpired period of the policy.

      The Company has exposure to asbestos, environmental and other general liability claims arising from its participation in various reinsurance pools from 1971 through 1983. This exposure arose from a short duration contract that the Company discontinued writing many years ago. The Company carried case reserves for these liabilities as recommended by the various pool managers and bulk reserves for claims incurred but not yet reported of $37,000 (before reinsurance) and $36,000 (after reinsurance) in the aggregate at December 31, 2003. Any estimation of these liabilities is subject to greater than normal variation and uncertainty due to the general lack of sufficient detailed data, reporting delays, and absence of generally accepted actuarial methodology for the exposures. There are significant unresolved industry legal issues, including such items as whether coverage exists and what constitutes an occurrence. In addition, the determination of ultimate damages and the final allocation of losses to financially responsible parties are highly uncertain.

     Long Duration Contracts

      Future policy benefits and expense reserves on LTC, life insurance policies that are no longer offered, individual medical policies issued prior to 2003 or issued in the State of Minnesota and the traditional life insurance contracts within FFG are recorded at the present value of future benefits to be paid to policyholders and related expenses less the present value of the future net premiums. These amounts are estimated and include assumptions as to the expected investment yield, inflation, mortality, morbidity and withdrawal rates as well as other assumptions that are based on the Company’s experience. These assumptions reflect anticipated trends and include provisions for possible unfavorable deviations.

      Future policy benefits and expense reserves for pre-funded funeral investment-type annuities, universal life insurance policies and investment-type annuity contracts that are no longer offered, and the variable life insurance and investment-type annuity contracts in FFG consist of policy account balances before applicable surrender charges and certain deferred policy initiation fees that are being recognized in income over the terms of the policies. Policy benefits charged to expense during the period include amounts paid in excess of policy account balances and interest credited to policy account balances.

      Future policy benefits and expense reserves for pre-funded funeral life insurance contracts 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, are based on Company experience and include provision for possible unfavorable deviation. An unearned premium reserve is also recorded for these contracts which represents the balance of the excess of gross premiums over net premiums that is still to be recognized in future years’ income in a constant relationship to insurance in force.

      Changes in the estimated liabilities are charged or credited to operations as the estimates are revised.

     Stock Based Compensation

      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.

F-16

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      The following table illustrates the effect of applying the fair value recognition provisions of FAS 123, Accounting for Stock Based Compensation, on net income and earnings per share. Pro forma information of net income (loss) and net income (loss) per share assuming the Company had applied the fair value recognition provisions of FAS 123, is a follows:

		Years Ended December 31,
		2003				2002				2001
Net income (loss) as reported		$	185,652			$	(1,001,199	)		$	98,053
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			(475	)			(630	)			(740	)
Add: Total stock-based employee compensation expense determined under intrinsic value based method for all awards, net of related tax effects			—				—				(703	) (A)
Pro forma net income (loss)		$	185,177			$	(1,001,829	)		$	96,610
Earning per share:
Basic and diluted net income (loss) per share as reported		$	1.70			$	(9.17	)		$	0.90
Basic and diluted net income (loss) per share pro forma		$	1.70			$	(9.17	)		$	0.88

---

     The fair value of each option granted was estimated at the date of grant using the Black-Scholes multiple option approach with the following assumptions for options granted in 2002 and 2001:

		2003				2002				2001
Risk-free U.S. dollar interest rate			3.74	%			5.03	%			5.09	%
Risk-free Euro interest rate			4.05	%			4.92	%			4.75	%
Weighted averaged expected life			8.70				8.50				8.30
Expected volatility			32.70	%			32.70	%			32.70	%
Expected dividend yield			1.98	%			1.98	%			1.98	%

     Business Combinations

      Effective July 1, 2001, the Company adopted Financial Accounting Standard 141, Business Combinations (“FAS 141”). FAS 141 requires that all business combinations initiated after June 30, 2001 be accounted for under the purchase method of accounting and establishes specific criteria for the recognition of intangible assets separately from goodwill. The Company followed this statement for the acquisitions of the Dental Benefits Division (“DBD”) of Protective Life Corporation (“Protective”) and CORE, Inc. (“CORE”) (see note 3). For the years ended December 31, 2003 and 2002, the Company recognized $3,898 and $4,010, respectively, of amortization expense related to other identifiable intangible assets, which are included in underwriting, general and administrative expenses in the consolidated statements of operations.

     Recent Accounting Pronouncements

      In June 2002, the Financial Accounting Standards Board (“FASB”) issued FAS 146, Accounting for Costs Associated with Exit or Disposal Activities (“FAS 146”). This statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (“EITF”) Issue 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit on Activity (Including Certain Costs Incurred in Restructuring (“EITF 94-3”)). EITF 94-3 required accrual of liabilities related to exit and disposal activities at a plan (commitment) date. FAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The provisions of this statement are effective for exit or disposal activities that are initiated after December 31,

F-17

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2002. The Company adopted this Statement on January 1, 2003. The adoption of this standard did not have a material impact on the Company’s financial position or the results of operations.

      In November 2002, the FASB issued Interpretation 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees (“FIN 45”). FIN 45 requires that a liability be recognized at the inception of certain guarantees for the fair value of the obligation, including the ongoing obligation to stand ready to perform over the term of the guarantee. Guarantees, as defined in FIN 45, include contracts that contingently require the Company to make payments to a guaranteed party based on changes in an underlying obligation that is related to an asset, liability or equity security of the guaranteed party, performance guarantees, indemnification agreements and indirect guarantees of indebtedness of others. This new accounting standard is effective for certain guarantees issued or modified after December 31, 2002. In addition, FIN 45 requires certain additional disclosures. The Company adopted this standard on January 1, 2003, and the adoption did not have a material impact on the Company’s financial position or the results of operations.

      In December 2002, the FASB issued FAS 148, Accounting for Stock-Based Compensation—Transition and Disclosure—an Amendment of FAS No. 123 (“FAS 148”). FAS 148 provides alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation. FAS 148 also amends the disclosure requirements of FAS 123, Accounting for Stock-Based Compensation, to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. This guidance is effective for fiscal years ending after December 15, 2002, for transition guidance and annual disclosure provisions and is effective for interim reports beginning after December 15, 2002, for interim disclosure provisions. The Company accounts for stock-based employee compensation as prescribed by APB No. 25 and its interpretations. Therefore, the transition requirements of FAS 148 do not apply. However, the Company adopted the disclosure requirements of this standard for the year ended December 31, 2002.

      In January 2003, the FASB issued Interpretation 46 (“FIN 46”), Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51 (“ARB 51”), which clarifies the consolidation accounting guidance in ARB 51, Consolidated Financial Statements, as it applies to certain entities in which equity investors who do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entities to finance their activities without additional subordinated financial support from other parties. Such entities are known as variable interest entities (“VIEs”). FIN 46 requires that the primary beneficiary of a VIE consolidate the VIE. FIN 46 also requires new disclosures for significant relationships with VIEs, whether or not consolidation accounting is either used or anticipated. The consolidation requirements of FIN 46 apply immediately to VIEs created after January 31, 2003. They apply in the first fiscal year or interim period beginning after June 15, 2003, to VIEs in which an enterprise holds a variable interest that was acquired before February 1, 2003. On October 8, 2003, the FASB deferred the adoption of FIN 46 until reporting periods ending after December 15, 2003. The Company adopted this Interpretation on December 31, 2003, and the adoption did not have a material impact on the Company’s financial position or results of operations.

      In April 2003, the FASB’s Derivative Implementation Group (“DIG”) released FAS 133 Implementation Issue B36, Embedded Derivatives: Modified Coinsurance Arrangement and Debt Instrument that Incorporates Credit Risk Exposures that are Unrelated or Only Partially Related to the Creditworthiness of the obligor under those Instruments (“DIG B36”). DIG B36 addresses whether FAS 133 requires bifurcation of a debt instrument into a debt host contract and an embedded derivative if the debt instrument incorporates both interest rate risk and credit risk exposures that are unrelated or only partially related to the creditworthiness of the issuer of that instrument. Under DIG B36, modified coinsurance and coinsurance with funds withheld reinsurance agreements as well as other types of receivables and payables where interest is determined by reference to a pool of fixed maturity assets or a total return debt index are examples of arrangements containing embedded derivatives requiring bifurcation. The Company adopted DIG B36 on October 1, 2003 and determined that the modified coinsurance agreement with The Hartford contained an

F-18

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

embedded derivative. In accordance with DIG B36, the Company bifurcated the contract into its debt host and embedded derivative (total return swap) and recorded the embedded derivative at fair value on the balance sheet with changes in the fair value recorded in the statement of operations. The Company recorded a $22,716 increase in accounts payable and other liabilities in the consolidated balance sheet and a $22,716 net realized loss on investments in the consolidated statements of operations. Contemporaneous with the adoption of DIG B36, the Company transferred the invested assets related to this coinsurance agreement from fixed maturities available for sale to trading securities, included in other investments in the December 31, 2003 consolidated balance sheet. The mark-to-market adjustment of the trading securities resulted in a net realized gain of $22,716, which was recorded to the consolidated statement of operations as realized gains on investments. The combination of the two aforementioned transactions had no net impact in the consolidated statements of operations for the year ended December 31, 2003.

      In April 2003, the FASB issued FAS 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (“FAS 149”). This statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under FAS 133, Accounting for Derivative Instruments and Hedging Activities. This Statement is effective prospectively for contracts entered into or modified after June 30, 2003 and prospectively for hedging relationships designated after June 30, 2003. The Company has assessed that the adoption of this standard will not have a material impact on the Company’s financial position or the results of operations.

      In May 2003, the FASB issued FAS 150, Accounting For Certain Financial Instruments with Characteristics of Both Liabilities and Equity (“FAS 150”). This statement improves the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity, and requires that these instruments be classified as liabilities in the consolidated balance sheets. This statement is effective prospectively for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. This statement shall be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of the statement and still existing at the beginning of the interim period of adoption. The Company has adopted this standard and has reclassified mandatorily redeemable preferred securities and mandatorily redeemable preferred stock from mezzanine to liabilities.

      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 will be effective for the Company’s financial statements on January 1, 2004. The Company assessed this statement and determined that the adoption of this statement will not have a material impact on the Company’s financial position or the results of operations.

      In December 2003, the FASB issued FAS 132 (Revised 2003), Employers’ Disclosure about Pensions and Other Postretirement Benefits (“FAS 132”—Revised 2003). This statement revises employers’ disclosure about pension plans and other postretirement benefit plans. This statement does not change the measurement or recognition of those plans required by FAS No. 87, Employers’ Accounting for Pensions, No. 88, Employers’ Accounting for Settlement and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions. This statement retains the disclosure requirements contained in FAS 132, Employers’ Disclosure about Pensions and Other Postretirement Benefits, which it replaces. It requires additional disclosure to that found in

F-19

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FAS 132 about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans and will be effective for fiscal year ending after December 15, 2003. The Company fully adopted this statement. See Note 17.

3.     Acquisitions

      The following transactions have been accounted for under the purchase method. Consequently, the purchase price has been allocated to assets acquired and liabilities assumed based on the relative fair values. The results of operations of the businesses acquired have been included in the consolidated financial statements since the date of acquisition.

     Dental Benefits Division (“DBD”) of Protective Life Corporation (“Protective”)

      On December 31, 2001, the Company acquired DBD, including the acquisition through reinsurance of Protective’s indemnity dental, life, and disability businesses and purchase of the stock of its prepaid dental subsidiaries.

      Protective’s Dental Benefits Division at the time of acquisition was a leading provider of voluntary (employee-paid) indemnity dental and prepaid dental coverage for employee groups. As a result of the acquisition, the Company expects to be a leading provider of dental insurance products in the voluntary (employee-paid) market. It also expects to reduce costs through economies of scale.

      The following table summarizes the purchase price and net cash paid for the transaction:

				As of
				December 31,
				2001
Cash				$	33,200
Invested assets					16,200
Goodwill					156,400
Other intangible assets					54,300
Accounts receivable and other assets					60,300
	Purchase price				320,400
Net liabilities assumed					72,000
		Net cash paid		$	248,400

      Of the $54,300 of other intangible assets, $5,600 was assigned to licenses that are not subject to amortization. The remaining $48,700 consists of the current groups in force and a dental provider network, which are amortized on a straight-line basis over their estimated useful lives, which range from 20 to 30 years.

      The following table reflects the Company’s results of operations on an unaudited pro forma basis as if the acquisition of DBD had been completed on January 1, 2001. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results do not include the effects of synergies and cost reduction initiatives directly related to the acquisitions. The pro forma financial information is not necessarily indicative of the operating results that would have occurred had the acquisitions been consummated as of the dates indicated, nor are they necessarily indicative of future operating results.

		Unaudited Pro Forma
		Information for the
		Year Ended
		December 31, 2001
Revenues		$	6,508,774
Net income		$	119,353

F-20

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Core, Inc. (“CORE”)

      On July 12, 2001, the Company acquired 100% of the outstanding common shares of CORE for approximately $57,000 in cash. CORE at the time of acquisition was a leading national provider of employee absence management services and a major provider of disability reinsurance management services to middle-market insurance carriers. As a result of the acquisition, the Employee Benefits segment derives expertise in disability services and solutions, including clinical disability management and Family and Medical Leave Act administration. The segment also expects to realize improvements in pricing accuracy and duration care management through direct access to CORE’s data.

4.     Dispositions

     Neighborhood Health Partnership (“NHP”)

      On June 28, 2002, the Company sold its 50% ownership in NHP to NHP Holding LLC for $12,000. NHP is a Florida Health Maintenance Organization. The Company recorded a pretax gain on sale of $10,672.

     Fortis Financial Group (“FFG”)

      On April 2, 2001, the Company sold its FFG business to The Hartford for $1,086,752, net of expenses. FFG included certain individual life insurance policies, investment-type annuity contracts and mutual fund operations. The transaction was structured as a stock sale for the mutual fund management operations and as a reinsurance arrangement for the insurance operations (see Note 14).

      The sale resulted in a total pre-tax gain of $623,071 of which $61,688 was for the mutual fund operations and $3,854 was for property and equipment. The total pre-tax gain was derived by deducting the value of assets and liabilities sold or ceded from the net proceeds. The net proceeds attributable to the mutual fund operations and reinsurance arrangement were determined based on relative values of the business sold. Such valuations were based on analyses from external consultants.

      Of the total pre-tax gain, $557,529 related to the reinsurance contracts and was deferred. The reinsurance contracts did not legally replace the Company as the insurer to policyholders or extinguish the Company’s liabilities to its policyholders. The reserves for this block of business are included in the Company’s reserves (see Note 15). The deferred gain is being amortized over the remaining life of the underlying business. The amortization of the deferred gain is more rapid in the first few years after sale and will be slower as the liabilities in the reinsured block decrease. During 2003, 2002 and 2001, the Company recognized pre-tax income of approximately $65,594, $73,024, and $59,647, respectively, reflecting the amortization of a portion of the deferred gain in the results of operations.

F-21

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

5.     Investments

      The amortized cost and fair value of fixed maturities and equity securities at December 31, 2003 were as follows:

				Cost or				Gross				Gross
				Amortized				Unrealized				Unrealized
				Cost				Gains				Losses				Fair Value
Fixed maturities
Bonds:
	United States Government and government agencies and authorities			$	1,646,782			$	39,431			$	(4,467	)		$	1,681,746
	States, municipalities and political subdivisions				187,539				16,181				(41	)			203,679
	Foreign governments				306,554				11,748				(554	)			317,748
	Public utilities				910,810				73,711				(380	)			984,141
	All other corporate bonds				5,178,176				371,215				(7,867	)			5,541,524
		Total fixed maturities		$	8,229,861			$	512,286			$	(13,309	)		$	8,728,838
Equity securities
Common stocks:
	Public utilities			$	13			$	—			$	—			$	13
	Banks, trusts and insurance companies				1,037				1,461				—				2,498
	Industrial, miscellaneous and all other				1,310				248				(2	)			1,556
Non-redeemable preferred stocks:
	Non-sinking fund preferred stocks				434,463				18,640				(730	)			452,373
		Total equity securities		$	436,823			$	20,349			$	(732	)		$	456,440

      The amortized cost and fair value of fixed maturities and equity securities at December 31, 2002 were as follows:

				Cost or				Gross				Gross
				Amortized				Unrealized				Unrealized
				Cost				Gains				Losses				Fair Value
Fixed maturities
Bonds:
	United States Government and government agencies and authorities			$	1,576,339			$	70,549			$	(26	)		$	1,646,862
	States, municipalities and political subdivisions)				196,186				15,441				(115	)			211,512
	Foreign governments				202,154				19,096				(17,413	)			203,837
	Public utilities				834,021				54,940				(9,875	)			879,086
	All other corporate bonds				4,821,876				298,955				(26,598	)			5,094,233
		Total fixed maturities		$	7,630,576			$	458,981			$	(54,027	)		$	8,035,530

F-22

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

				Cost or				Gross				Gross
				Amortized				Unrealized				Unrealized
				Cost				Gains				Losses				Fair Value
Equity securities
Common stocks:
	Public utilities			$	19			$	—			$	(12	)		$	7
	Banks, trusts and insurance companies				14,043				1,410				(1,641	)			13,812
	Industrial, miscellaneous and all other				2,392				1,737				(95	)			4,034
Non-redeemable preferred stocks:
	Non-sinking fund preferred stocks				248,181				7,592				(1,926	)			253,847
		Total equity securities		$	264,635			$	10,739			$	(3,674	)		$	271,700

      The amortized cost and fair value of fixed maturities at December 31, 2003 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.

			Amortized				Fair
			Cost				Value
Due in one year or less			$	240,115			$	244,479
Due after one year through five years				1,727,525				1,824,099
Due after five years through ten years				2,136,211				2,275,067
Due after ten years				2,199,180				2,424,934
	Total			6,303,031				6,768,579
Mortgage and asset backed securities				1,926,830				1,960,259
	Total		$	8,229,861			$	8,728,838

      Proceeds from sales of available for sale securities were $1,298,672, $3,730,282 and $3,751,214 during 2003, 2002 and 2001 respectively. Gross gains of $49,083, $117,612, and $115,202 and gross losses of $23,975, $150,951, and $140,472 were realized on these sales in 2003, 2002 and 2001, respectively.

      Major categories of net investment income were as follows:

				Years Ended December 31,
				2003				2002				2001
Fixed maturities				$	472,717			$	510,121			$	564,207
	Equity securities				27,030				22,674				31,075
	Commercial mortgage loans on real estate				70,988				77,913				81,816
	Policy loans				3,920				3,511				7,109
	Short-term investments				6,758				8,510				6,604
	Other investments				46,538				19,546				17,656
	Cash and cash equivalents				3,158				9,079				15,274
	Investment expenses				(23,796	)			(19,526	)			(11,959	)
		Net investment income		$	607,313			$	631,828			$	711,782

F-23

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      The net realized gains (losses) recorded in income for 2003, 2002 and 2001 are summarized as follows:

			Years Ended December 31,
			2003				2002				2001
Fixed maturities			$	3,754			$	(120,939	)		$	(90,727	)
Equity securities				1,084				2,305				(12,776	)
Total marketable securities				4,838				(118,634	)			(103,503	)
Real estate				563				80				(356	)
Other				(3,533	)			182				(15,157	)
	Total		$	1,868			$	(118,372	)		$	(119,016	)

      The Company recorded $20,271, $85,295, and $78,232 of pre-tax realized losses in 2003, 2002 and 2001, respectively, associated with other-than-temporary declines in value of available for sale securities.

      The investment category and duration of the Company’s gross unrealized losses on fixed maturities and equity securities at December 31, 2003 were as follows:

				Less than 12 months								12 Months or More								Total
								Unrealized								Unrealized								Unrealized
				Fair Value				Losses				Fair Value				Losses				Fair Value				Losses
Fixed maturities
Bonds:
	United States Government and government agencies and authorities			$	306,623			$	(4,467	)		$	—			$	—			$	306,623			$	(4,467	)
	States, municipalities and political subdivisions				6,783				(33	)			1,531				(8	)			8,314				(41	)
	Foreign governments				24,901				(554	)			—				—				24,901				(554	)
	Public utilities				38,934				(374	)			536				(6	)			39,470				(380	)
	All other corporate bonds				493,234				(7,710	)			9,122				(157	)			502,356				(7,867	)
		Total fixed maturities		$	870,475			$	(13,138	)		$	11,189			$	(171	)		$	881,664			$	(13,309	)
Equity securities
Common stocks:
	Public utilities			$	—			$	—			$	—			$	—			$	—			$	—
	Banks, trusts and insurance companies				—				—				—				—				—				—
	Industrial, miscellaneous and all other				—				—				11				(2	)			11				(2	)
Non-redeemable preferred stocks:
	Non-sinking fund preferred stocks				36,644				(728	)			317				(2	)			36,961				(730	)
		Total equity securities		$	36,644			$	(728	)		$	328			$	(4	)		$	36,972			$	(732	)

      The unrealized loss position at December 31, 2003 consisted of approximately $13,300 in unrealized losses on fixed maturity securities and approximately $700 in unrealized losses on equity securities. The total unrealized loss represents less than 2% of the aggregate fair value of the related securities. Approximately 99% of these unrealized losses have been in a continuous loss position for less than twelve months. The total unrealized losses are comprised of 284 individual securities with 14% of the individual securities having an unrealized loss of more than $100. The total unrealized losses on securities that were in a continuous unrealized loss position for longer than six months but less than 12 months was approximately $7,600, with no security having a market value below 92% of book value.

F-24

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      As part of the Company’s ongoing monitoring process, the Company regularly reviews its investment portfolio to ensure that investments that may be other than temporarily impaired are identified on a timely basis and that any impairment is charged against earnings in the proper period. The Company has reviewed these securities and concluded that there were no additional other than temporary impairments as of December 31, 2003. Due to issuers’ continued satisfaction of the securities’ obligations in accordance with their contractual terms and their continued expectations to do so, as well as the Company’s evaluation of the fundamentals of the issuers’ financial condition; therefore, the Company believes that the securities in an unrealized loss status are not impaired and intends to hold them until recovery.

      The Company has made commercial mortgage loans, collateralized by the underlying real estate, on properties located throughout the United States. At December 31, 2003, approximately 34% of the outstanding principal balance of commercial mortgage loans were concentrated in the states of California, New York, and Pennsylvania. Although the Company has a diversified loan portfolio, an economic downturn could have an adverse impact on the ability of its debtors to repay their loans. The outstanding balance of commercial mortgage loans range in size from $22 to $9,350 at December 31, 2003. The mortgage loan balance is net of an allowance for losses of $18,854 and $19,106 at December 31, 2003 and 2002, respectively.

      At December 31, 2003, loan commitments outstanding totaled approximately $75,900. Furthermore, at December 31, 2003, the Company is committed to fund additional capital contributions of $22,429 to certain investments in limited partnerships.

      The Company had fixed maturities carried at $148,860 and $216,055 at December 31, 2003 and 2002, respectively, on deposit with various governmental authorities as required by law.

     Security Lending

      The Company engages in transactions in which fixed maturities, especially bonds issued by the United States Government and Government agencies and authorities, are loaned to selected broker/dealers. Collateral, greater than or equal to 102% of the fair value of the securities lent plus interest, is received in the form of cash or marketable securities and held by a custodian for the benefit of the Company. The Company monitors the fair value of securities loaned and the collateral received on a daily basis, with additional collateral obtained as necessary. The Company is subject to the risk of loss to the extent that the loaned securities are not returned and the value of the collateral is less than the market value of the securities loaned. Management believes such an event is unlikely. At December 31, 2003 and 2002, securities with a fair value of $417,533 and $419,000, respectively, were on loan to select brokers.

6.     Property and Equipment

      Property and equipment consists of the following:

			As of December 31,
			2003				2002
Land			$	10,781			$	8,788
Buildings and improvements				187,013				135,627
Furniture, fixtures and equipment				339,784				345,162
	Total			537,578				489,577
Less accumulated depreciation				(253,816	)			(238,792	)
	Total		$	283,762			$	250,785

F-25

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      Depreciation expense for 2003, 2002 and 2001 amounted to $48,117, $46,867, and $39,958, respectively. Depreciation expense is included in underwriting, general and administrative expenses in the consolidated statements of operations.

7.     Premiums and Accounts Receivable

      Receivables are reported at the estimated amounts collectible net of an allowance for uncollectible items. A summary of such items is as follows:

			As of December 31,
			2003				2002
Insurance premiums receivable			$	356,278			$	296,490
Other receivables				141,804				134,010
Allowance for uncollectible items				(29,316	)			(35,965	)
	Total		$	468,766			$	394,535

8.     Mandatorily Redeemable Preferred Securities

      Mandatorily redeemable preferred securities consisted of the following as of December 31:

Security			Interest Rate				Maturity				2003				2002
2000 Trust Capital Securities I				8.48	%			03/01/30			$	—			$	150,000
2000 Trust Capital Securities II				8.40	%			03/01/30				—				400,000
1999 Trust Capital Securities I				7.60	%			04/26/29				—				200,000
1999 Trust Capital Securities II				7.88	%			04/26/29				—				499,850
1997 Capital Securities I				8.40	%			05/30/27				150,000				150,000
1997 Capital Securities II				7.94	%			07/31/27				46,224				46,224
	Total										$	196,224			$	1,446,074

      Distributions on mandatorily redeemable preferred securities were $112,958, $118,396 and $118,370 for the years ended December 31, 2003, 2002 and 2001 respectively.

     2000 Trust Capital Securities and Subordinated Debentures

      In March 2000, two subsidiary trusts of the Company, Fortis Capital Proceeds Trust 2000-1 and Fortis Capital Proceeds Trust 2000-2, issued 150,000 8.48% and 400,000 8.40% trust capital securities (collectively, the “2000 Trust Capital Securities”), respectively, to Fortis Insurance N.V. (formerly, Fortis Insurance Holding N.V.) in each case with a liquidation amount of $1,000 per security.

      In mid-December 2003, the Company redeemed 100% of the outstanding $550,000 of 2000 Trust Capital Securities. As part of this early redemption, the Company accrued interest expense to the date of redemption and paid interest premiums of $73,000. The interest premiums are included in the interest premiums on redemption of mandatorily redeemable preferred securities line in the statement of operations.

     1999 Trust Capital Securities and Subordinated Debentures

      In April 1999, two subsidiary trusts of the Company, 1999 Fortis Capital Trust I and 1999 Fortis Capital Trust II, issued 200,000 7.60% and 499,850 7.88% trust capital securities (collectively, the “1999 Trust Capital Securities”), respectively, to Fortis Capital Funding L.P. and Fortis Insurance N.V. (formerly, Fortis Insurance Holding N.V.), respectively, in each case with a liquidation amount of $1,000 per security.

F-26

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      In mid-December 2003, the Company redeemed 100% of the outstanding $699,850 of 1999 Trust Capital Securities. As part of this early redemption, the Company accrued interest expense to the date of redemption and paid interest premiums of $64,000. The interest premiums are included in the interest premiums on redemption of mandatorily redeemable preferred securities line in the statement of operations.

     1997 Capital Securities I & II

      In May 1997, Fortis Capital Trust, a trust declared and established by the Company and other parties, issued 150,000 8.40% capital securities (the “1997 Capital Securities I”) to purchasers and 4,640 8.40% common securities (the “1997 Common Securities I”) to the Company, in each case with a liquidation amount of $1,000 per security. Fortis Capital Trust used the proceeds from the sale of the 1997 Capital Securities I and the 1997 Common Securities I to purchase $154,640 of the Company’s 8.40% junior subordinated debentures due 2027 (the “1997 Junior Subordinated Debentures I”). These debentures are the sole assets of Fortis Capital Trust.

      In July 1997, Fortis Capital Trust II, a trust declared and established by the Company and other parties, issued 50,000 7.94% capital securities (the “1997 Capital Securities II” and, together with the 1997 Capital Securities, the “1997 Capital Securities”) to purchasers and 1,547 7.94% common securities (the “1997 Common Securities II”) to the Company, in each case with a liquidation amount of $1,000 per security. Fortis Capital Trust II used the proceeds from the sale of the 1997 Capital Securities II and the 1997 Common Securities II to purchase $51,547 of the Company’s 7.94% junior subordinated debentures due 2027 (the “1997 Junior Subordinated Debentures II” and, together with the 1997 Junior Subordinated Debentures I, the “1997 Junior Subordinated Debentures”). These debentures are the sole assets of Fortis Capital Trust II.

      In early January 2004, the Company redeemed 100% of the outstanding $196,224 of 1997 Capital Securities. In December 2003 the Company sent an irrevocable notice of redemption for the 1997 capital securities; therefore, the Company accrued interest premiums of $66,734 in 2003 and expensed $2,088 of cost that was capitalized at the time of the issuance of these securities and was being amortized over the life of the securities. The interest premiums and capitalized costs that were expensed are included in the interest premiums on redemption of mandatorily redeemable preferred securities line in the statement of operations. See Note 1—Nature of Operations for further detail on the extinguishment of these securities.

9.     Debt

      In December 2003, the Company entered into two senior bridge credit facilities of $650,000 and $1,100,000. The aggregate indebtedness of $1,750,000 under the facility was in connection with the extinguishment of the Company’s Mandatorily Redeemable Preferred Securities. See Note 8 for a detail description of these securities and the repayment terms. The $1,750,000 aggregate indebtedness under the senior bridge credit facility was paid in full in January 2004. The interest expense of $1,175 related to the senior bridge credit facility is included in the statement of operations in 2003. See Note 25—Subsequent Events for a detailed description of the repayment.

F-27

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

10.     Income Taxes

      The Company and the majority of its subsidiaries are subject to U.S. tax and file a U.S. consolidated federal income tax return. Information about current and deferred tax expense follows:

				Years Ended December 31,
				2003				2002				2001
Current expense:
	Federal			$	6,335			$	11,688			$	256,045
	Foreign				8,814				8,910				11,721
		Total current expense			15,149				20,598				267,766
Deferred expense (benefit)
	Federal				59,313				92,209				(160,222	)
	Foreign				(757	)			(2,150	)			47
		Total deferred expense (benefit)			58,556				90,059				(160,175	)
		Total income tax expense		$	73,705			$	110,657			$	107,591

      The provision for foreign taxes includes amounts attributable to income from U.S. possessions that are considered foreign under U.S. tax laws. International operations of the Company are subject to income taxes imposed by the jurisdiction in which they operate.

      A reconciliation of the federal income tax rate to the Company’s effective income tax rate follows:

			December 31,
			2003				2002				2001
Federal income tax rate:				35.0	%			35.0	%			35.0	%
Reconciling items:
	Tax exempt interest			(0.6	)			(0.5	)			(1.1	)
	Dividends received deduction			(1.3	)			(0.2	)			(1.9	)
	Subpart F income			(1.7	)			(2.2	)			(0.9	)
	Permanent nondeductible expenses			(0.8	)			0.2				0.8
	Goodwill			0.4				—				19.2
	Foreign tax credit			(0.9	)			(1.1	)			(2.3	)
	Low-income housing credit			(1.7	)			(1.3	)			(2.5	)
	Low-income housing adjustments			1.1				—				5.4
	Other			(1.1	)			—				0.6
Effective income tax rate:				28.4	%			29.9	%			52.3	%

F-28

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      The tax effects of temporary differences that result in significant deferred tax assets and deferred tax liabilities are as follows:

			December 31,
			2003				2002
Deferred tax assets:
	Policyholder and separate account reserves		$	545,699			$	754,921
	Accrued liabilities			159,356				159,620
	Investment adjustments			52,056				66,792
	Gross deferred tax assets			757,111				981,333
Deferred tax liabilities:
	Deferred acquisition costs			349,829				380,872
	Other assets			168,168				291,908
	Unrealized gains on fixed maturities and equities			178,793				140,353
	Gross deferred tax liabilities			696,790				813,133
Net deferred income tax asset			$	60,321			$	168,200

      Deferred taxes have not been provided on the undistributed earnings of wholly owned foreign subsidiaries since the Company intends to indefinitely reinvest these earnings. The cumulative amount of undistributed earnings for which the Company has not provided deferred income taxes is approximately $161,853. Upon distribution of such earnings in a taxable event, the Company would incur additional U.S. income taxes of approximately $40,000 net of anticipated foreign tax credits.

      Under pre-1984 life insurance company income tax laws, a portion of a life insurance company’s “gain from operations” was not subject to current income taxation but was accumulated, for tax purposes, in a memorandum account designated as “policyholders’ surplus account.” Amounts in this account only become taxable upon the occurrence of certain events. The approximate amount in this account was $95,163 at December 31, 2003 and 2002. Deferred taxes have not been provided on amounts in this account since the Company neither contemplates any action nor foresees any events occurring that would create such tax.

      At December 31, 2003, the Company and its subsidiaries had capital loss carryforwards for U.S. federal income tax purposes. Capital loss carryforwards total $91,702 and will expire if unused as follows:

Expiration Year			Amount
2004			$	22
2005				5,225
2006				202
2007				81,518
2008				4,735
	Total		$	91,702

11.     Mandatorily Redeemable Preferred Stocks

      At December 31, 2003 and 2002, Fortis, Inc. had three classes of mandatorily redeemable preferred stock: Series A, Series B and Series C. There were 10,000 Series A shares authorized and none issued or outstanding at December 31, 2003. There were 30,000 Series B shares authorized and 19,160 shares issued and outstanding at December 31, 2003. There were 5,000 Series C shares authorized, issued and outstanding at December 31, 2003. In connection with the merger of Fortis, Inc and Assurant, Inc., each share of the existing Series B and Series C mandatorily redeemable preferred stock of Fortis, Inc. was exchanged for one

F-29

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

share of Series B and C mandatorily redeemable preferred stock of Assurant, Inc. and all terms of the stock remained the same. The series A class was retired at the time of the merger and does not exist in Assurant, Inc.

      The carrying value equals the redemption value for all classes of preferred stock. The Company’s board of directors has the authority to issue up to 200,000,000 shares of preferred stock, par value $1.00 per share, in one or more series and to fix the powers, preferences, rights and qualifications, limitations or restrictions thereof, which may include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series or the designations of the series.

      Information about the preferred stock is as follows:

				December 31,
				2003				2002
Preferred stock, par value $1.00 per share:
	Series B: 30,000 shares authorized, 19,160 and 19,660 shares issued and outstanding in 2003 and 2002, respectively			$	19,160			$	19,660
	Series C: 5,000 shares authorized, issued and outstanding				5,000				5,000
		Total		$	24,160			$	24,660

      There was no change in the outstanding shares of Series C for the years ended December 31, 2003, 2002 and 2001. Changes in the number of Series B shares outstanding are as follows:

		For the Years Ended
		December 31,
		2003				2002				2001
Shares outstanding, beginning			19,660				20,160				20,160
Shares redeemed			(500	)			(500	)			—
Shares outstanding, ending			19,160				19,660				20,160

      All shares have a liquidation price of $1,000 per share and rank senior to common stock with respect to rights to receive dividends and to receive distributions upon the liquidation, dissolution or winding up of the Company.

      Series B and C: Holders of the Series B Preferred Stock are entitled to receive cumulative dividends at the rate of 4.0% per share per annum, multiplied by the $1,000 per share liquidation price, and holders of the Series C Preferred Stock are entitled to receive dividends at the rate of 4.5% per share per annum multiplied by the $1,000 per share liquidation price. All dividends are payable in arrears on a quarterly basis. Any dividend that is not paid on a specified dividend payment date with respect to a share of such Preferred Stock shall be deemed added to the liquidation price of such share for purposes of computing the future dividends on such share, until such delinquent dividend has been paid.

      Holders of the Series B Preferred Stock may elect to have any or all of their shares redeemed by the Company at any time after April 1, 2002, and the Company must redeem all shares of the Series B Preferred Stock no later than July 1, 2017. Holders of the Series C Preferred Stock may elect to have any or all of their shares redeemed by the Company any time after April 1, 2022, and the Company must redeem all shares of the Series C Preferred Stock no later than July 1, 2027. The Company also has the right and the obligation to redeem the Series B Preferred Stock and Series C Preferred Stock upon the occurrence of certain specified events. The redemption price in all cases shall equal the $1,000 per share liquidation price plus all accumulated and unpaid dividends. The Company is not required to establish any sinking fund or similar funds with respect to such redemptions. None of the shares of Series B Preferred Stock or Series C Preferred Stock are convertible into common stock or any other equity security of the Company. However, holders of the Series B Preferred Stock and Series C Preferred Stock are entitled to one vote per share owned of record on all

F-30

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

matters voted upon by the Company stockholders, voting with the holders of common stock as a single class, and not as a separate class or classes. The shares of Series B Preferred Stock and Series C Preferred Stock are subject to certain restrictions on transferability, and the Company has the right of first refusal to acquire the shares if any holder thereof desires to make a transfer not otherwise permitted by the terms thereof.

12.     Stockholders’ Equity

     Common Stock

      At December 31, 2003 and 2002, Fortis, Inc. had three classes of common stock, Class A, B and C. There were 40,000,000 shares authorized, 7,750,000 shares issued and outstanding of Class A common stock; 150,001 shares authorized, issued and outstanding of Class B common stock; 400,001 shares authorized, issued and outstanding of Class C common stock.

      In connection with the merger of Fortis, Inc. and Assurant, Inc., each share of Fortis, Inc. Class A common stock was exchanged for 10.75882039 shares of common stock of Assurant, Inc., which totaled 83,380,858 shares. Also, the Class B common stock and Class C common stock outstanding were converted into an aggregate of 25,841,418 shares of common stock of Assurant, Inc. These events resulted in 109,222,276 shares of common stock outstanding.

      In connection with the IPO the Company issued 32,976,854 shares of common stock to Fortis Insurance N.V. in exchange for $725,500 capital contribution. The Company also issued 68,976 shares to certain officers of the Company. These events resulted in 142,268,106 shares of common stock outstanding as of February 5, 2004.

      The Company is authorized to issue 800,000,000 shares of common stock. The 150,001 shares of Class B and 400,001 shares of Class C common stock, per the Restated Certificate of Incorporation of Assurant, Inc., are still authorized but have not been retired and it’s management intent not to reissue these shares.

     Preferred Stock

      The Board of Directors of the Company has designated Preferred Stock shares as Series B and Series C (see Note 11).

13.     Statutory Information

      The Company’s insurance subsidiaries prepare financial statements on the basis of statutory accounting practices (“SAP”) prescribed or permitted by the insurance departments of their states of domicile. Prescribed SAP includes the Accounting Practices and Procedures Manual of the National Association of Insurance Commissioners (“NAIC”) as well as state laws, regulations and administrative rules.

      The principal differences between SAP and GAAP are: 1) policy acquisition costs are expensed as incurred under SAP, but are deferred and amortized under GAAP; 2) the value of business acquired is not capitalized under SAP but is under GAAP; 3) amounts collected from holders of universal life-type and annuity products are recognized as premiums when collected under SAP, but are initially recorded as contract deposits under GAAP, with cost of insurance recognized as revenue when assessed and other contract charges recognized over the periods for which services are provided; 4) the classification and carrying amounts of investments in certain securities are different under SAP than under GAAP; 5) the criteria for providing asset valuation allowances, and the methodologies used to determine the amounts thereof, are different under SAP than under GAAP; 6) the timing of establishing certain reserves, and the methodologies used to determine the amounts thereof, are different under SAP than under GAAP; 7) certain assets are not admitted for purposes of determining surplus under SAP; and 8) the criteria for obtaining reinsurance accounting treatment is different under SAP than under GAAP.

F-31

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      The combined statutory net income and capital and surplus of the insurance subsidiaries follow:

		Years Ended and at December 31,
		2003				2002				2001
Statutory Net Income		$	431,636			$	387,639			$	156,121
Statutory Capital and Surplus		$	2,126,190			$	1,939,616			$	1,767,624

      Insurance enterprises are required by state insurance departments to adhere to minimum risk-based capital (“RBC”) requirements developed by the NAIC. All of the Company’s insurance subsidiaries exceed minimum RBC requirements.

      The payment of dividends to the Company by the Company’s insurance subsidiaries in excess of a certain amount (i.e., extraordinary dividends) must be approved by the subsidiaries’ domiciliary state department of insurance. Ordinary dividends, for which no regulatory approval is generally required, are limited to amounts determined by formula, which varies by state. The formula for the majority of the states in which the Company’s subsidiaries are domiciled is the lesser of (i) 10% of the statutory surplus as of the end of the prior year or (ii) the prior year’s statutory net income. In some states the formula is the greater amount of clauses (i) and (ii). Some states, however, have an additional stipulation that dividends may only be paid out of earned surplus. If insurance regulators determine that payment of an ordinary dividend or any other payments by the Company’s insurance subsidiaries to the Company (such as payments under a tax sharing agreement or payments for employee or other services) would be adverse to policyholders or creditors, the regulators may block such payments that would otherwise be permitted without prior approval. As part of the regulatory approval process for the acquisition of American Bankers Insurance Group (“ABIG”) in 1999, the Company entered into an agreement with the Florida Insurance Department pursuant to which American Bankers Insurance Company and American Bankers Life Assurance Company have agreed to limit the amount of ordinary dividends they would pay to the Company to an amount no greater than 50% of the amount otherwise permitted under Florida law. This agreement expires in August 2004. In addition, the Company entered into an agreement with the New York Insurance Department as part of the regulatory approval process for the merger of Bankers American Life Assurance Company, one of the Company’s New York-domiciled insurance subsidiaries, into First Fortis Life Insurance Company (“FFLIC”) in 2001, pursuant to which FFLIC agreed not to pay any dividends to the Company until fiscal year 2004. No assurance can be given that there will not be further regulatory actions restricting the ability of the Company’s insurance subsidiaries to pay dividends. Based on the dividend restrictions under applicable laws and regulations, the maximum amount of dividends that the Company’s subsidiaries could pay to the Company in 2004 without regulatory approval is approximately $302,000.

14.     Reinsurance

      In the ordinary course of business, the Company is involved in both the assumption and cession of reinsurance with non-affiliated companies. The following table provides details of the reinsurance recoverables balance for the years ended December 31:

			2003				2002
Ceded future policy holder benefits and expense			$	2,550,566			$	2,451,700
Ceded unearned premium				971,315				1,277,238
Ceded claims and benefits payable				788,215				743,899
Ceded paid losses				135,169				177,072
	Total		$	4,445,265			$	4,649,909

F-32

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      The effect of reinsurance on premiums earned and benefits incurred was as follows:

			Years Ended December 31,
			2003												2002												2001
			Long				Short								Long				Short								Long				Short
			Duration				Duration				Total				Duration				Duration				Total				Duration				Duration				Total
Gross earned Premiums and other considerations			$	1,851,451			$	6,266,163			$	8,117,614			$	1,961,426			$	5,852,112			$	7,813,538			$	1,935,214			$	5,927,158			$	7,862,372
	Premiums assumed			22,272				531,652				553,924				59,813				455,853				515,666				82,663				152,953				235,616
	Premiums ceded			(525,967	)			(1,988,799	)			(2,514,766	)			(652,059	)			(1,995,549	)			(2,647,608	)			(748,872	)			(2,106,931	)			(2,855,803	)
Net earned premiums and other considerations			$	1,347,756			$	4,809,016			$	6,156,772			$	1,369,180			$	4,312,416			$	5,681,596			$	1,269,005			$	3,973,180			$	5,242,185
Gross policyholder benefits			$	1,977,338			$	2,975,497			$	4,952,835			$	2,026,418			$	2,777,647			$	4,804,065			$	1,654,973			$	2,850,583			$	4,505,556
	benefits assumed			12,761				475,754				488,515				64,189				423,776				487,965				81,575				210,637				292,212
	benefits ceded			(936,785	)			(846,802	)			(1,783,587	)			(1,046,195	)			(810,660	)			(1,856,855	)			(691,138	)			(866,539	)			(1,557,677	)
Net policyholder benefits			$	1,053,314			$	2,604,449			$	3,657,763			$	1,044,412			$	2,390,763			$	3,435,175			$	1,045,410			$	2,194,681			$	3,240,091

      The Company had $624,044 of invested assets held in trusts or by custodians as of December 31, 2003 for the benefit of others related to certain reinsurance arrangements.

      The Company utilizes ceded reinsurance for loss protection and capital management, business dispositions, and in the Solutions’ segment, for client risk and profit sharing.

     Loss Protection and Capital Management

      As part of the Company’s overall risk and capacity management strategy, the Company purchases reinsurance for certain risks underwritten by the Company’s various segments, including significant individual or catastrophic claims, and to free up capital to enable the Company to write additional business.

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

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

     Business Divestitures

      The Company has used reinsurance to exit certain businesses, such as the disposals of FFG (see Note 4) and LTC. Reinsurance was used in these cases to facilitate the transactions because the businesses shared legal entities with business segments that the Company retained. Assets backing liabilities ceded related to these businesses are held in trusts for the benefit of the Company and the separate accounts relating to FFG are still reflected in the Company’s balance sheet.

F-33

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      The reinsurance recoverable from The Hartford was $1,536,568 and $1,557,660 as of December 31, 2003 and 2002, respectively. The reinsurance recoverable from John Hancock was $873,477 and $697,365 as of December 31, 2003 and 2002, respectively. The Company would be responsible for administering this business in the event of a default by reinsurers. In addition, under the reinsurance agreement, The Hartford is obligated to contribute funds to increase the value of the separate accounts relating to the business sold if such value declines. If The Hartford fails to fulfill these obligations, the Company will be obligated to make these payments.

     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 generated by certain clients to the clients’ own captive insurance companies or to reinsurance subsidiaries in which the clients have an ownership interest. Collateral is generally obtained in amounts equal to the outstanding reserves when captive companies are not authorized to operate in the Company’s insurance subsidiary’s state of domicile as required by statutory accounting principles.

      The Company’s reinsurance agreements do not relieve the Company from its direct obligation to its insureds. Thus, a credit exposure exists to the extent that any reinsurer is unable to meet the obligations assumed in the reinsurance agreements. To minimize its exposure to reinsurance insolvencies, the Company evaluates the financial condition of its reinsurers and holds substantial collateral (in the form of funds, trusts, and letters of credit) as security under the reinsurance agreements.

15.     Reserves

      The following table provides reserve information by the Company’s major lines of business at the dates shown:

			December 31, 2003												December 31, 2002
			Future Policy								Claims and				Future Policy								Claims and
			Benefits and				Unearned				Benefits				Benefits and				Unearned				Benefits
			Expenses				Premiums				Payable				Expenses				Premiums				Payable
Long Duration Contracts:
Pre-funded funeral life insurance policies and investment-type annuity contracts			$	2,275,887			$	2,901			$	13,943			$	1,990,554			$	3,289			$	14,634
	Life insurance no longer offered			688,318				1,310				3,890				693,333				1,392				5,182
	Universal life and annuities no longer offered			321,578				1,106				16,558				334,039				541				11,867
	FFG and LTC disposed businesses			2,744,255				47,863				176,763				2,619,202				48,497				138,604
	All other			205,102				57,119				150,906				169,719				75,124				166,848

F-34

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

			December 31, 2003												December 31, 2002
			Future Policy								Claims and				Future Policy								Claims and
			Benefits and				Unearned				Benefits				Benefits and				Unearned				Benefits
			Expenses				Premiums				Payable				Expenses				Premiums				Payable
	Short Duration Contracts:
	Group term life			—				13,054				394,293				—				11,270				456,642
	Group disability			—				3,940				1,374,551				—				3,949				1,298,704
	Medical			—				66,711				266,482				—				42,629				201,700
	Dental			—				7,295				39,312				—				7,753				44,545
	Property and Warranty			—				1,148,941				621,128				—				1,134,626				535,832
	Credit Life and Disability			—				758,633				403,267				—				1,074,053				445,657
	Extended Service Contract			—				1,022,926				18,142				—				803,031				16,719
	Other			—				2,048				33,574				—				1,482				37,206
Total			$	6,235,140			$	3,133,847			$	3,512,809			$	5,806,847			$	3,207,636			$	3,374,140

      The following table provides a roll forward of the claims and benefits payable for the Company’s group term life, group disability, medical and property and warranty lines of business. These are the Company’s product lines with the most significant short duration claims and benefits payable balances. The majority of the Company’s credit life and disability claims and benefits payable are ceded to reinsurers. The Company’s net retained credit life and disability claims and benefits payable were $129,406, $134,715 and $191,343 at December 31, 2003, 2002 and 2001, respectively.

			Group				Group								Property and
			Term Life				Disability				Medical				Warranty
Balance as of January 1, 2001, gross of reinsurance			$	399,342			$	1,135,696			$	249,075			$	524,748
Less: Reinsurance ceded and other(1)				(44	)			(30,379	)			(2,313	)			(295,541	)
Balance as of January 1, 2001, net of reinsurance				399,298				1,105,317				246,762				229,207
Incurred losses related to:
	Current year			250,583				355,160				871,045				388,946
	Prior Year			(34,580	)			(7,266	)			(48,266	)			(26,834	)
Total incurred losses				216,003				347,894				822,779				362,112
Paid losses related to:
	Current year			149,752				68,638				682,678				276,582
	Prior Year			51,664				215,040				188,070				93,917
Total paid losses				201,416				283,678				870,748				370,499
Balance as of December 31, 2001, net of reinsurance(1)				413,885				1,169,533				198,793				220,820
Add back: Reinsurance ceded and other				42				33,148				11,089				280,175
Acquisition(2)				24,277				1,018				—				—
Balance as of December 31, 2001, gross of reinsurance			$	438,204			$	1,203,699			$	209,882			$	500,995
Less: Reinsurance ceded and other(1)				(42	)			(33,148	)			(11,089	)			(280,175	)

F-35

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

				Group				Group								Property and
				Term Life				Disability				Medical				Warranty
Balance as of January 1, 2002, net of reinsurance					438,162				1,170,551				198,793				220,820
Incurred losses related to:
		Current year			243,855				353,439				757,580				429,174
		Prior Year			(28,586	)			(2,896	)			(42,585	)			2,231
Total incurred losses					215,269				350,543				714,995				431,405
Paid losses related to:
		Current year			148,484				63,809				577,233				286,272
		Prior Year			50,667				225,450				147,746				116,802
Total paid losses					199,151				289,259				724,979				403,074
	Balance as of December 31, 2002, net of reinsurance				454,280				1,231,835				188,809				249,151
Add back: Reinsurance ceded and other(1)					2,362				66,869				12,891				286,681
Balance as of December 31, 2002, gross of reinsurance				$	456,642			$	1,298,704			$	201,700			$	535,832
Less: Reinsurance ceded and other(1)					(2,362	)			(66,869	)			(12,891	)			(286,681	)
Balance as of January 1, 2003, net of reinsurance					454,280				1,231,835				188,809				249,151
Incurred losses related to:
	Current year				228,257				374,336				860,772				529,501
	Prior Year				(92,781	)			53,047				(58,369	)			(13,076	)
Total incurred losses					135,476				427,383				802,403				516,425
Paid losses related to:
	Current year				144,152				56,563				610,119				351,439
	Prior Year				51,348				249,141				116,845				121,552
Total paid losses					195,500				305,704				726,964				472,991
Balance as of December 31, 2003, net of reinsurance					394,256				1,353,514				264,248				292,585
Add back: Reinsurance ceded and other(1)					37				21,037				2,334				328,543
Balance as of December 31, 2003, gross of reinsurance				$	394,293			$	1,374,551			$	266,582			$	621,128

---

(1)	The “other” in reinsurance ceded and other included $13,300 and $10,500 in 2002 and 2001, respectively, of liability balances primarily related to Medical Savings Accounts. In 2003, Medical Savings Accounts were transferred to an external third party administrator.
(2)	Represents claims and benefits payable balances assumed as part of the DBD acquisition.

     The claims and benefits payable include claims in process as well as provisions for incurred but not reported claims. Such amounts are developed using actuarial principles and assumptions that consider, among other things, contractual requirements, historical utilization trends and payment patterns, benefits changes, medical inflation, seasonality, membership, product mix, legislative and regulatory environment, economic factors, disabled life mortality and claim termination rates and other relevant factors. The Company consistently applies the principles and assumptions listed above from year to year, while also giving due consideration to the potential variability of these factors.

      Because claims and benefits payable include estimates developed from various actuarial methods, the Company’s actual losses incurred may be more or less than the Company’s previously developed estimates. As shown in the table above, for each of the years ended December 31, 2003, 2002 and 2001 the amounts listed

F-36

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

on the line labeled “Incurred losses related to: Prior year” are negative (redundant) for the Group Term Life and Medical lines of business. This means that the Company’s actual losses incurred related to prior years for these lines were less than the estimates previously made by the Company. For Group Disability, the amounts listed are negative (redundant) for the years ended December 31, 2002 and 2001, and positive (deficient) for the year ended December 31, 2003. This means that for 2002 and 2001, the Company’s actual losses incurred related to prior years for this line were less than what was estimated, while for 2003, actual losses incurred related to prior years were greater than what was previously estimated by the Company.

      The Group Disability reserve deficiency in 2003, and its related upward revision reflects the result of reserve adequacy studies concluded in the third quarter of 2003. Based on results of those studies, reserves were increased by $44,000, almost all of which was attributable to a reduction in the discount rate to reflect current yields on invested assets. The Group Disability reserve redundancies in 2002 and 2001, which were less than 1% of prior year reserves, arose as a result of our actual claim recovery rates exceeding those assumed in our beginning-of-year case reserves, after taking into account an offset of one less year of discounting reflected in the Company’s end-of-year case reserves.

      The Group Term Life reserve redundancy in 2003, and its related downward revision reflects the results of reserve adequacy studies conducted in the third quarter of 2003. Based on the results of those studies, reserves were reduced by $59,000. The change in estimate reflects an increase in the discount rate, lower mortality rates and higher recovery rates. These changes were made to reflect current yields on invested assets, and recent mortality and recovery experience. Another portion of the Group Term Life reserve redundancies in all years was caused by actual mortality rates being lower than assumed in our beginning-of-year reserves and recovery rates being higher than assumed in our beginning-of-year waiver of premium reserves. The remaining redundancy and related downward revision were due to shorter-than-expected lags between incurred claim dates and paid claim dates. These amounts were offset by one less year of discounting reflected in the Company’s end-of-year waiver of premium reserves.

      The conclusion of the reserve studies determined that, in the aggregate, the reserves were redundant. The reserve discount rate on all claims was changed to reflect the continuing low interest rate environment. The net impact of these adjustments was a reduction in reserves of approximately $18,000, which includes $3,000 of reserve release relating to the group dental business.

      The redundancies in our Medical line of business, and the related downward revisions in the Company’s Medical reserve estimates, were caused by the Company’s claims developing more favorably than expected. The Company’s actual claims experience reflected lower medical provider utilization and lower medical inflation than assumed in the Company’s prior-year pricing and reserving processes.

      The redundancy in the Company’s Property and Warranty lines of business, and the related downward revision in the Company’s estimated reserves in 2001 occurred mostly in the Company’s credit unemployment and credit property insurance coverages, whereas the other coverages showed immaterial adjustments to prior year incurred losses. The small deficiency in 2002 largely reflected a shift in the mix of business away from the credit property and unemployment product lines. In addition, an increase in the claim frequency of unemployment contributed to additional development and the small deficiency experienced in 2002. In 2003, unemployment claim frequencies stabilized, contributing to a modest redundancy. These changes reflect experience gains and losses from actual claim frequencies differing from best estimate claim frequencies, and differences in actual versus best estimate paid claim lag rates.

      For the longer-tail Property and Warranty coverages (e.g. asbestos, environmental, other general liability and personal accident), there were no changes in estimated amounts for incurred claims in prior years for all years.

F-37

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

     Long Duration Contracts

      The Company’s long duration contracts are comprised of pre-funded funeral life insurance policies and annuity contracts, life insurance policies no longer offered, universal life and annuities no longer offered and FFG and LTC disposed businesses. The principal products and services included in these categories are described in the summary of significant accounting policies (see Note 2).

      The Company’s PreNeed segment distributes pre-funded funeral insurance products through two separate divisions, the independent division and the AMLIC division. The reserves for future policy benefits and expenses for pre-funded funeral life and annuity contracts and life insurance no longer offered by the PreNeed segment differ by division and are established based upon the following assumptions:

     PreNeed Segment—Independent Division

      Interest and discount rates for pre-funded funeral life insurance are level, vary by year of issuance and product, and ranged from 7.0% to 7.3% in 2003 and 2002 before provisions for adverse deviation, which ranged from 0.2% to 0.5% in both 2003 and 2002.

      Interest and discount rates for pre-funded life insurance no longer offered vary by year of issuance and products and were 7.5% grading to 5.3% over 20 years in 2003 and 2002 with the exception of a block of pre-1980 business which had a level 8.8% discount rate in both 2003 and 2002.

      Mortality assumptions are based upon pricing assumptions and modified to allow provisions for adverse deviation. Surrender rates vary by product and are based upon pricing assumptions. The weighted average lapse rate, including surrenders, for all life policies issued by the independent channel was approximately 2.7% and 3.2% in 2003 and 2002, respectively.

      Future policy benefit increases on pre-funded life insurance policies ranged from 1.0% to 7.0% in 2003 and 2002. Some policies have future policy benefit increases, which are guaranteed or tied to equal some measure of inflation. The inflation assumption for these inflation-linked benefits was 3.0% in 2003 and 2002. Traditional life products issued by the PreNeed segment have level benefits.

      The reserves for annuities issued by the independent division are based on assumed interest rates credited on deferred annuities, which vary by year of issuance, and ranged from 2.5% to 5.5% in 2003 and 2002. Withdrawal charges, if any, generally range from 7.0% to 0%, grading to zero over a period of seven years for business issued in the United States. Canadian annuity products have a surrender charge that varies by product series and premium paying period, typically grading to zero after all premiums have been paid.

     PreNeed Segment—AMLIC Division

      Interest and discount rates for pre-funded funeral life insurance policies issued October 2000 and beyond vary by issue year and are based on pricing assumptions and modified to allow for provisions for adverse deviation. 2003 issues used a level 4.8% discount rate, 2002 issues used a level 5.8% discount rate and 2001 issues used a discount rate of 6.0%. Pre-funded funeral life insurance policies issued prior to October 2000 and all traditional life policies issued by the AMLIC division use discount rates, which vary by issue year and product and ranged from 2.5% to 7.5% in 2003 and 2002.

      Mortality assumptions for pre-funded funeral life insurance products issued in October 2000 and beyond are based upon pricing assumptions, which approximate actual experience, and modified to allow for provisions for adverse deviation. Surrender rates for pre-funded funeral life insurance products issued in October 2000 and beyond vary by product and are based upon pricing assumptions, which approximate actual experience. Mortality assumptions for all prefunded funeral life insurance and traditional life insurance issued by the AMLIC division prior to October 2000 are based on Statutory valuation requirements with no explicit

F-38

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

provision for lapses. The weighted average lapse rate, including surrenders, for all life policies issued by the AMLIC division was approximately 1.0% and 1.1% in 2003 and 2002, respectively.

      Future policy benefit increases are based upon pricing assumptions. First-year guaranteed benefit increases range from 0.0% to 6.0% in 2003 and 2002. Renewal guaranteed benefit increases range from 0.0% to 3.0% in 2003 and 2002. For contracts with minimum benefit increases associated with an inflation index, assumed benefit increases equaled the discount rate less 3.0% in 2003 and 2002.

      The reserves for annuities issued by the AMLIC division are based on assumed interest rates credited on deferred annuities and ranged from 1.0% to 6.5% in 2003 and 2002. Withdrawal charges ranged from 0.0% to 8.0% grading to zero over eight years for business issued in the United States. Canadian annuity products have a flat 35% surrender charge. Nearly all the deferred annuities contracts have a 3.0% guaranteed interest rate.

     Universal Life and Annuities—No Longer Offered

      The reserves for universal life and annuity products no longer offered in the Assurant Solutions segment have been established based on the following assumptions: Interest rates credited on annuities, which vary by product and time when funds were received, and ranged from 3.5% to 4.0% in 2003 and were universally 4.0% in 2002. Guaranteed crediting rates on annuities range from 3.5% to 4.0%. Annuities are also subject to surrender charges, which vary by contract year and grade to zero over a period no longer than seven years. Surrender values will never be less than the amount of paid-in premiums (net of prior withdrawals) regardless of the surrender charge. Credited interest rates on universal life funds vary by product and the funds received ranged from 4.0% to 5.5% in 2003 and 2002. Guaranteed crediting rates where present are equal to 4.0%. Additionally, universal life funds are subject to surrender charges that vary by product, age, sex, year of issue, risk class, face amount and grade to zero over a period not longer than 20 years.

     FFG and LTC

      A description of the disposal of FFG can be found in the dispositions footnote (see Note 4). The reserves for FFG and LTC are included in the Company’s reserves in accordance with FAS 113, Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts. The Company maintains an offsetting reinsurance recoverable related to these reserves (see Note 14).

     Short Duration Contracts

      The Company’s short duration contracts are comprised of group term life, group disability, medical and dental, property, credit, warranty and all other. The principal products and services included in these categories are described in the summary of significant accounting polices (see Note 2).

      The disability category includes short and long term disability products. Claims and benefits payable for long-term disability have been discounted at 5.25% in 2003. The December 31, 2003 and 2002 liabilities include $1,318,186 and $1,201,592, respectively, of such reserves. The amount of discounts deducted from outstanding reserves as of December 31, 2003 and 2002 are $440,460 and $460,937, respectively.

16.     Fair Value Disclosures

      Statement of Financial Accounting Standards No. 107, Disclosures About Fair Value of Financial Instruments (“FAS 107”) requires disclosure of fair value information about financial instruments, as defined therein, for which it is practicable to estimate such fair value. These financial instruments may or may not be recognized in the consolidated balance sheets. In the measurement of the fair value of certain financial instruments, if quoted market prices were not available other valuation techniques were utilized. These derived fair value estimates are significantly affected by the assumptions used. Additionally, FAS 107 excludes certain financial instruments including those related to insurance contracts.

F-39

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      In estimating the fair value of the financial instruments presented, the Company used the following methods and assumptions:

      Cash, cash equivalents and short-term investments: the carrying amount reported approximates fair value because of the short maturity of the instruments.

      Fixed maturity securities: the fair value for fixed maturity securities is based on quoted market prices, where available. For fixed maturity securities not actively traded, fair values are estimated using values obtained from independent pricing services or, in the case of private placements, are estimated by discounting expected future cash flows using a current market rate applicable to the yield, credit quality, and maturity of the investments.

      Equity securities: fair value of equity securities and non-sinking fund preferred stocks is based upon quoted market prices.

      Commercial mortgage loans and policy loans: the fair values of mortgage loans are estimated using discounted cash flow analyses, based on interest rates currently being offered for similar loans to borrowers with similar credit ratings. Mortgage loans with similar characteristics are aggregated for purposes of the calculations. The carrying amounts of policy loans reported in the balance sheets approximate fair value.

      Other investments: the fair values of joint ventures are calculated based on fair market value appraisals. The invested assets related to the modified coinsurance arrangements are classified as trading securities and are reported at fair value. The carrying amounts of the remaining other investments approximate fair value.

      Policy reserves under investment products: the fair values for the Company’s policy reserves under the investment products are determined using cash surrender value.

      Separate account assets and liabilities: separate account assets and liabilities are reported at their estimated fair values in the balance sheet.

		December 31, 2003								December 31, 2002
		Carry Value				Fair Value				Carry Value				Fair Value
Financial assets
Cash and cash equivalents		$	958,197			$	958,197			$	610,694			$	610,694
Fixed maturities			8,728,838				8,728,838				8,035,530				8,035,530
Equity securities			456,440				456,440				271,700				271,700
Commercial mortgage loans on real estate			932,791				1,035,138				841,940				969,247
Policy loans			68,185				68,185				69,377				69,377
Short-term investments			275,878				275,878				684,350				684,350
Other investments			461,473				505,466				181,181				213,882
Assets held in separate accounts			3,805,058				3,805,058				3,411,616				3,411,616
Financial liabilities
Policy reserves under investment products (Individual and group annuities, subject to discretionary withdrawal)		$	777,854			$	768,857			$	667,319			$	659,449
Liabilities related to separate accounts			3,805,058				3,805,058				3,411,616				3,411,616

      The fair value of the Company’s liabilities for insurance contracts other than investment-type contracts are not required to be disclosed. However, the fair values of liabilities under all insurance contracts are taken into consideration in the Company’s overall management of interest rate risk, such that the Company’s

F-40

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

exposure to changing interest rates is minimized through the matching of investment maturities with amounts due under insurance contracts.

17.     Retirement and Other Employee Benefits

      The Company and its subsidiaries participate in a noncontributory defined benefit pension plan covering substantially all of their employees. Benefits are based on certain years of service and the employee’s compensation during certain such years of service. The Company’s funding policy is to contribute amounts to the plan sufficient to meet the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974, plus such additional amounts as the Company may determine to be appropriate from time to time up to the maximum permitted. Contributions are intended to provide not only for benefits attributed to service to date, but also for those expected to be earned in the future. The Company also has noncontributory, nonqualified supplemental programs covering certain employees.

      In addition, the Company provides certain life and healthcare benefits for retired employees and their dependents. Substantially all employees of the Company may become eligible for these benefits depending on age and years of service. The Company has the right to modify or terminate these benefits.

      Summarized information on the Company’s qualified pension benefits and postretirement plans for the years ended December 31 is as follows:

		Pension Benefits												Retirement Health Benefits
		2003				2002				2001				2003				2002				2001
Change in benefit obligation
Benefit obligation at beginning of year		$	(269,959	)		$	(236,500	)		$	(216,588	)		$	(46,405	)		$	(37,763	)		$	(33,334	)
Service cost			(15,269	)			(12,166	)			(11,317	)			(2,311	)			(1,913	)			(1,662	)
Interest cost			(17,945	)			(16,806	)			(16,481	)			(3,144	)			(2,847	)			(2,604	)
Amendments			(115	)			—				(2,524	)			—				—				—
Actuarial loss			(36,010	)			(18,141	)			(21,494	)			(340	)			(3,785	)			(2,960	)
Acquisition			—				—				—				—				(1,297	)			—
Curtailments gains			—				—				3,910				—				—				1,787
Settlements gains			—				—				14,483				—				—				—
Benefits paid (including admin. expenses)			15,114				13,654				13,511				1,171				1,200				1,010
Benefit obligation at end of year		$	(324,184	)		$	(269,959	)		$	(236,500	)		$	(51,029	)		$	(46,405	)		$	(37,763	)
Change in plan assets
Fair value of plan assets at beginning of year		$	174,601			$	178,966			$	190,508			$	—			$	—			$	—
Actual return on plan assets			46,684				(24,961	)			(2,798	)			578				—				—
Employer contributions			58,558				35,000				20,000				7,130				1,201				1,010
Settlements gains			—				—				(14,483	)			—				—				—
Benefits paid			(15,877	)			(14,404	)			(14,261	)			(1,172	)			(1,201	)			(1,010	)
Fair value of plan assets at end of year		$	263,966			$	174,601			$	178,966			$	6,536			$	—			$	—

F-41

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

		Pension Benefits												Retirement Health Benefits
		2003				2002				2001				2003				2002				2001
Funded status at end of year		$	(60,218	)		$	(95,358	)		$	(57,534	)		$	(44,493	)		$	(46,405	)		$	(37,763	)
Unrecognized actuarial loss (gain)			91,531				84,215				22,756				1,684				1,777				(2,008	)
Unrecognized prior service cost			21,360				17,743				20,689				13,130				14,438				15,780
Net amount recognized		$	52,673			$	6,600			$	(14,089	)		$	(29,679	)		$	(30,190	)		$	(23,991	)
Amounts recognized in the statement of financial position consist of:
Accrued benefit cost		$	(13,551	)		$	(59,624	)		$	(14,089	)		$	(29,679	)		$	(30,190	)		$	(23,991	)
Intangible asset			17,743				17,743				—				—				—				—
Accumulated other comprehensive income			48,481				48,481				—				—				—				—
Net amount recognized		$	52,673			$	6,600			$	(14,089	)		$	(29,679	)		$	(30,190	)		$	(23,991	)

      The curtailment and settlement gains in 2001 resulted from the sale of FFG (see Note 4).

      The Company’s nonqualified plans are unfunded. At December 31, 2003, 2002 and 2001 the nonqualified plans had projected benefit obligations of $71,634, $64,118 and $52,790 respectively, and accumulated benefit obligations of $62,176, $53,511 and $44,495, respectively. A minimum pension liability of $5,750 for these plans was also recorded in accumulated other comprehensive income in 2003 and 2002.

      Information for Pension Plans with an accumulated benefit obligation in excess of plan assets were as follows:

		Pension Benefits
		2003				2002				2001
Projected benefit obligation		$	324,184			$	269,959			$	236,500
Accumulated benefit obligation			277,455				234,225				196,186
Fair value of plan assets			263,966				174,601				178,966

      Components of net pension cost for the year ended December 31 were as follows:

															Retirement Health
			Pension Benefits												Benefits
			2003				2002				2001				2003				2002				2001
Service cost			$	15,269			$	12,166			$	11,317			$	2,311			$	1,913			$	1,662
Interest cost				17,945				16,805				16,481				3,144				2,847				2,604
Expected return on plan assets				(19,433	)			(17,606	)			(15,849	)			(143	)			—				—
Amortization of prior service cost				2,960				2,946				2,713				1,307				1,343				1,343
Amortization of transition (asset)				—				—				(171	)			—				—				—
Amortization of net (gain) loss				2,207				—				—				—				—				(19	)
Curtailments loss				—				—				2,059				—				—				28
Settlements loss				—				—				913				—				—				—
	Net periodic benefit cost		$	18,948			$	14,311			$	17,463			$	6,619			$	6,103			$	5,618

F-42

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      Determination of the projected benefit obligation was based on the following weighted average assumptions at December 31:

														Retirement Health
		Pension Benefits												Benefits
		2003				2002				2001				2003				2002				2001
Discount rate			6.20	%			6.75	%			7.40	%			6.20	%			6.75	%			7.40	%

      Determination of the net periodic benefit cost was based on the following weighted average assumptions for the year ended December 31:

														Retirement Health
		Pension Benefits												Benefits
		2003				2002				2001				2003				2002				2001
Discount rate			6.75	%			7.40	%			7.56	% (1)			6.75	%			7.40	%			7.56	% (1)
Expected long-term return on plan assets			8.25	%			8.25	%			9.00	%			8.25	%			8.25	%			9.00	%

---

(1)	7.75% for the first three months of 2001 and 7.50% for the last nine months of 2001.

     To develop the expected long-term rate of return on assets assumption, the Company considered the current level of expected returns on risk free investments (primarily government bonds), the historical level of the risk premium associated with the other asset classes in which the portfolio is invested and the expectations for future returns of each asset class. The expected return for each asset class was then weighted based on the targeted asset allocation to develop the expected long-term rate of return on asset assumptions for the portfolio. This resulted in the selection of the 8.25% assumption for the fiscal year 2003 and 2002, and 9.00% for the fiscal year 2001.

      Assumed health care cost trend rates at December 31:

		Retirement Health
		Benefits
		2003				2002				2001
Health care cost trend rate assumed for next year			10.0	%			11.0	%			12.0	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)			5.0	%			5.0	%			5.0	%
Year that the rate reaches the ultimate trend rate			2008				2008				2008

      Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage point change in assumed health care cost trend rates would have the following effects:

		Retirement Health
		Benefits
		2003				2002				2001
One percentage point increase in health care cost trend rate
Effect on total of service and interest cost components		$	57			$	50			$	45
Effect on postretirement benefit obligation			783				712				683
One percentage point decrease in health care cost trend rate
Effect on total of service and interest cost components			(55	)			(48	)			(47	)
Effect on postretirement benefit obligation			(745	)			(677	)			(650	)

F-43

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      The Company’s pension plans and other post retirement benefit plans weighted-average asset allocation at December 31 by asset category are as follows:

															Retirement Health
			Pension Benefits												Benefits
			2003				2002				2001				2003				2002				2001
Assets Category
Equity securities				77.5	%			61.7	%			63.3	%			77.5	%			0.0	%			N/A
Debt securities				21.4	%			19.3	%			35.3	%			21.4	%			0.0	%			N/A
Real estate				0.0	%			0.0	%			0.0	%			0.0	%			0.0	%			N/A
Other				1.1	%			19.0	%			1.4	%			1.1	%			100.0	%			N/A
	Total			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%			N/A

      The goals of the asset strategy are to determine if the growth in the value of the fund over the long-term, both in real and nominal terms and manage (control) risk exposure. Risk is managed by investing in a broad range of asset classes, and within those asset classes, a broad range of individual securities.

      The Investment Committee that oversees the investment of the plan assets conducted a review of the Investment Strategies and Policies of the Plan in the 4th quarter of 2001. This included a review of the strategic asset allocation, including the relationship of the Plan liabilities and portfolio structure. As a result of this review, the Investment Committee has adopted a target asset allocation and modified the ranges:

		Low				Target				High
Debt securities			20	%			25	%			30	%
Equity securities			65	%			75	%			85	%

      The equity securities category includes both domestic and foreign equity securities. The target asset equity security allocation of U.S. and foreign securities is 60% and 15%, respectively.

      The Company expects to contribute $11,000 to its pension plans and $1,200 to its retirement health benefit plan in 2004.

      The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

							Retirement
			Pension				Health
			Benefits				benefits
2004			$	20,563			$	1,585
2005				21,957				1,795
2006				23,399				2,038
2007				24,892				2,313
2008				26,436				2,591
Year 2009-2013				158,025				18,147
	Total		$	275,272			$	28,469

      The Company and its subsidiaries have a defined contribution plan covering substantially all employees which provides benefits payable to participants on retirement or disability and to beneficiaries of participants in the event of the participant’s death. Amounts contributed to the plan and expensed by the Company were $24,684, $23,669 and $21,792 in 2003, 2002 and 2001, respectively.

F-44

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

18.     Deferred Policy Acquisition Costs

      Information about deferred policy acquisition costs follows:

			December 31,
			2003				2002				2001
Beginning Balance			$	1,298,797			$	1,076,300			$	1,264,587
	Costs deferred			921,385				862,078				849,602
	Amortization			(839,799	)			(638,298	)			(502,438	)
	Recovery of acquisition costs on FFG and LTC reinsurance			—				—				(531,329	)
	Other			4,444				(1,283	)			(4,122	)
Ending Balance			$	1,384,827			$	1,298,797			$	1,076,300

19.     Goodwill and VOBA

      Information about goodwill and VOBA follows:

			Goodwill for the Year Ended												VOBA for the Year Ended
			December 31,												December 31,
			2003				2002				2001				2003				2002				2001
Beginning Balance			$	834,138			$	2,089,704			$	1,995,155			$	215,245			$	308,933			$	471,895
	Acquisitions (Dispositions)			—				—				208,410				—				—				(16,310	)
	Amortization, net of interest accrued			—				—				(113,300	)			(23,848	)			(93,712	)			(146,480	)
	Impairment charge			—				(1,260,939	)			—				—				—				—
	Foreign Currency Translation and Other			(5,615	)			5,373				(561	)			532				24				(172	)
Ending Balance			$	828,523			$	834,138			$	2,089,704			$	191,929			$	215,245			$	308,933

      As prescribed under FAS 142, starting January 1, 2002, the Company has assigned goodwill to its reportable segments. Below is a rollforward of goodwill by reportable segment. This assignment of goodwill is performed only for FAS 142 impairment testing purposes.

											Employee
			Solutions				Health				Benefits				PreNeed				Consolidated
Balance at December 31, 2001			$	1,654,101			$	217,553			$	179,964			$	38,086			$	2,089,704
	Impairment charge			(1,260,939	)			—				—				—				(1,260,939	)
	Foreign Currency Translation and Other			(2,367	)			56				7,632				52				5,373
Balance at December 31, 2002			$	390,795			$	217,609			$	187,596			$	38,138			$	834,138
	Foreign Currency Translation and Other			(5,467	)			61				(1,178	)			969				(5,615	)
Balance at December 31, 2003			$	385,328			$	217,670			$	186,418			$	39,107			$	828,523

      Prior to January 1, 2002 goodwill was amortized over 20 years. Upon the adoption of FAS 142, amortization of goodwill ceased and the Company recognized a $1,260,939 impairment charge reflecting the

F-45

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

cumulative effect of change in accounting principle. Had the provisions of FAS 142 been applied as of January 1, 2001 net income would have been adjusted as follows:

		Years Ended December 31,
		2003				2002				2001
Net income (loss), as reported		$	185,652			$	(1,001,199	)		$	98,053
Goodwill amortization, net of tax			—				—				113,300
Net income (loss) excluding goodwill amortization			185,652				(1,001,199	)			211,353
Net income (loss) per share		$	1.70			$	(9.17	)		$	1.94

      As of December 31, 2003, the majority of the outstanding balance of VOBA is in the Company’s PreNeed segment. VOBA in the PreNeed segment assumes an interest rate ranging from 6.5% to 7.5%.

      At December 31, 2003 the estimated amortization of VOBA for the next five years is as follows:

Year				Amount
	2004			$	21,178
	2005				18,943
	2006				17,096
	2007				15,488
	2008				13,903

20.     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, 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, interest income earned from short-term investments held and interest income from excess surplus of insurance subsidiaries not allocated to other segments. Corporate and Other also includes results of operations of FFG, from January 1, 2001 to March 31, 2001, the period prior to its disposition. Corporate and Other also includes the amortization of deferred gains associated with the portions of the sales of FFG and LTC (a business sold on March 1, 2000) through reinsurance agreements.

      The Company evaluates performance based on segment income after-tax excluding impairments and amortization of goodwill. The Company determines reportable segments in a manner consistent with the way the Company organizes for purposes of making operating decisions and assessing performance. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies (see Note 2).

      The Company allocates 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. 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.

      Net investment income is allocated based on a segment’s proportional share of assets and capital required to support its business.

F-46

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      In August 2003, the Company began to utilize derivative instruments in managing the PreNeed segment’s exposure to inflation risk. The derivative instrument, a Consumer Price Index Cap (the “CPI CAP”), limits the inflation risk on certain policies to a maximum of 5% and has a notional amount of $454,000 amortizing to zero over 20 years. The CPI CAP does not qualify under GAAP as an effective hedge; therefore, it is marked-to-marked on a quarterly basis and the accumulated gain or loss is recognized in the results of operations in fees and other income. As of December 31, 2003, the CPI CAP included in other assets amounted to $8,800 and the income recorded in the results of operations totaled $100.

      The following tables summarize selected financial information by segment for the year ended and as of December 31, 2003, 2002 and 2001:

					Year Ended December 31, 2003
													Employee								Corporate &
					Solutions				Health				Benefits				PreNeed				Other				Consolidated
Revenues
	Net earned premiums and other considerations				$	2,361,815			$	2,009,248			$	1,256,430			$	529,279			$	—			$	6,156,772
	Net investment income					186,850				49,430				139,956				188,224				42,853				607,313
	Net realized gains on investments					—				—				—				—				1,868				1,868
	Amortization of deferred gain on disposal of businesses					—				—				—				—				68,277				68,277
	Fees and other income					129,482				32,255				53,793				5,315				11,138				231,983
			Total revenues			2,678,147				2,090,933				1,450,179				722,818				124,136				7,066,213
Benefits, losses and expenses
	Policyholder benefits					899,229				1,317,046				920,948				520,540				—				3,657,763
	Amortization of deferred acquisition costs and value of business acquired					677,312				71,295				9,656				105,384				—				863,647
	Underwriting, general and administrative expenses					912,888				517,988				423,536				41,558				69,521				1,965,491
	Interest expense and distributions on mandatorily redeemable preferred securities					—				—				—				—				114,133				114,133
	Interest premium on redemption of mandatorily redeemable preferred securities					—				—				—				—				205,822				205,822
			Total benefits, losses and expenses			2,489,429				1,906,329				1,354,140				667,482				389,476				6,806,856
Segment income (loss) before income tax						188,718				184,604				96,039				55,336				(265,340	)			259,357
	Income taxes					55,529				63,591				34,472				19,314				(99,201	)			73,705
Segment income (loss) after tax					$	133,189			$	121,013			$	61,567			$	36,022			$	(166,139	)		$	185,652
Net income																									$	185,652
Segment Assets:
		Segments assets, excluding goodwill			$	6,864,735			$	1,129,614			$	2,412,924			$	3,718,354			$	8,753,827				22,879,454
		Goodwill																								828,523
			Total assets																						$	23,707,977

F-47

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

					Year Ended December 31, 2002
													Employee								Corporate &
					Solutions				Health				Benefits				PreNeed				Other				Consolidated
Revenues
	Net earned premiums and other considerations				$	2,077,277			$	1,833,656			$	1,232,942			$	537,721			$	—			$	5,681,596
	Net investment income					205,037				55,268				147,722				183,634				40,167				631,828
	Net realized losses on investments					—				—				—				—				(118,372	)			(118,372	)
	Amortization of deferred gain on disposal of businesses					—				—				—				—				79,801				79,801
	Gain on disposal of businesses					—				—				—				—				10,672				10,672
	Fees and other income					118,949				22,716				74,324				5,123				25,563				246,675
			Total revenues			2,401,263				1,911,640				1,454,988				726,478				37,831				6,532,200
Benefits, losses and expenses
	Policyholder benefits					755,140				1,222,049				944,593				513,393				—				3,435,175
	Amortization of deferred acquisition costs and value of business acquired					567,622				64,029				2,381				96,550				1,428				732,010
	Underwriting, general and administrative expenses					881,564				482,057				419,849				39,934				52,818				1,876,222
	Interest expense and distributions on mandatorily redeemable preferred securities					—				—				—				—				118,396				118,396
			Total benefits, losses and expenses			2,204,326				1,768,135				1,366,823				649,877				172,642				6,161,803
Segment income (loss) before income tax						196,937				143,505				88,165				76,601				(134,811	)			370,397
Income taxes						64,782				49,059				31,048				26,943				(61,175	)			110,657
Segment income (loss) after tax					$	132,155			$	94,446			$	57,117			$	49,658			$	(73,636	)		$	259,740
	Cumulative effect of change in accounting principle																									(1,260,939	)
Net (loss)																									$	(1,001,199	)
Segment Assets:
		Segments assets, excluding goodwill			$	6,916,173			$	1,058,935			$	2,432,411			$	3,418,977			$	7,597,065			$	21,423,561
		Goodwill																								834,138
			Total assets																						$	22,257,699

F-48

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

				Year Ended December 31, 2001
												Employee								Corporate
				Solutions				Health				Benefits				PreNeed				& Other				Consolidated
Revenues
	Net earned premiums and other considerations			$	1,906,426			$	1,837,839			$	933,594			$	506,716			$	57,610			$	5,242,185
	Net investment income				218,213				58,073				144,378				179,093				112,025				711,782
	Net realized losses on investments				—				—				—				—				(119,016	)			(119,016	)
	Amortization of deferred gain on disposal of businesses				—				—				—				—				68,296				68,296
	Gain on disposal of businesses				—				—				—				—				61,688				61,688
	Fees and other income				97,685				14,229				39,568				3,336				67,121				221,939
		Total revenues			2,222,324				1,910,141				1,117,540				689,145				247,724				6,186,874
Benefits, losses and expenses
	Policyholder benefits				639,905				1,306,477				737,802				485,902				70,005				3,240,091
	Amortization of deferred acquisition costs and value of business acquired				506,401				42,967				—				85,008				14,542				648,918
	Underwriting, general and administrative expenses				937,922				452,528				316,310				34,698				105,092				1,846,550
	Interest expense and distributions on mandatorily redeemable preferred securities				—				—				—				—				132,371				132,371
		Total benefits, losses and expenses			2,084,228				1,801,972				1,054,112				605,608				322,010				5,867,930
Segment income (loss) before income tax					138,096				108,169				63,428				83,537				(74,286	)			318,944
	Income taxes				39,909				37,548				22,184				29,260				(21,310	)			107,591
Segment income (loss) after tax				$	98,187			$	70,621			$	41,244			$	54,277			$	(52,976	)		$	211,353
	Amortization of goodwill																								(113,300	)
Net income																								$	98,053
Segment Assets:
	Segments assets, excluding goodwill			$	6,999,792			$	1,066,290			$	2,117,443			$	3,316,830			$	8,841,353			$	22,341,708
	Goodwill																								2,089,704
		Total assets																						$	24,431,412

F-49

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

     The Company operates primarily in the United States and Canada. The following table summarizes selected financial information by geographic location for the years ended or at December 31:

							Long-lived
Location			Revenues				Assets
2003
United States			$	6,762,764			$	274,230
Foreign				303,449				9,532
	Total		$	7,066,213			$	283,762
2002
United States			$	6,335,645			$	245,936
Foreign				196,555				4,849
	Total		$	6,532,200			$	250,785
2001
United States			$	6,001,842			$	230,006
Foreign				185,032				3,467
	Total		$	6,186,874			$	233,473

      Revenue is based in the country where the product was sold and long-lived assets are based on the physical location of those assets. The Company has no reportable major customers.

21.	Incentive Plans

	Assurant Appreciation Incentive Rights Plan (“AAIR Plan”):

      Since January 1, 1999, the Company has maintained the Assurant Appreciation Incentive Rights Plan (formerly the Fortis Appreciation Incentive Rights Plan), which provides key employees with the right to receive long-term incentive cash compensation based on the appreciation in value of incentive units of the Company and incentive units of each of its operating business segments. The AAIR Plan is administered by a committee appointed by the Company’s board of directors.

      The Company accounts for the AAIR Plan as a variable plan in accordance with the provisions of APB 25 and its interpretations. Therefore, compensation expense is recognized based on the intrinsic value method.

      The value of each right is based on an independent valuation of the Company performed by a qualified appraiser. Each year, the appraiser determines a fair market value for Assurant, Inc. and the individual business segments. Based on this valuation, “phantom share prices” are established for Assurant, Inc. and each business segment. These share prices are calculated by dividing the market value of Assurant, Inc. or a business segment by the number of outstanding “phantom shares” in Assurant, Inc. or in that segment.

      The phantom share price established for a given grant year becomes the strike price for that year and the exercise price for prior grant years. When the phantom share price determined by subsequent annual valuations increases above the strike price, the rights accrue intrinsic value that will be paid in cash when exercised.

      Employees of Assurant, Inc. receive 75% of their award value in Assurant, Inc. incentive rights and the remaining 25% in equal portions of incentive rights from the business segments. Segment participants receive 75% of their award value from their own particular business segment and 25% from Assurant, Inc.

F-50

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      The incentive rights vest over a three-year period from the date of grant and are exercisable for a period of 7 years from the date the rights are fully vested. Unexercised vested incentive rights are exercised automatically following the tenth anniversary of the date of grant. If upon expiration of the award the strike price is below the exercise price, then the award is automatically forfeited.

      The Company recognized $27,072, $19,570, and $7,605 of compensation expense for the AAIR Plan in 2003, 2002, and 2001, respectively.

      Upon the closing of the IPO, the AAIR Plan was amended to provide for the cash-out and replacement of Assurant, Inc. incentive rights with stock appreciation rights on the Assurant common stock. The business segment rights outstanding under the plan were not changed or effected. The conversion of outstanding Assurant, Inc. incentive rights occurred as described in this paragraph. The Assurant, Inc. incentive rights were valued as of December 31, 2003 using a special valuation method, as follows. The measurement value of each Assurant, Inc. incentive right as of December 31, 2002, was adjusted to reflect dividends paid by Assurant, Inc., consistent with past practices; such adjusted value was then multiplied by the arithmetic average of the change during calendar year 2003 in the Dow Jones Life Insurance Index, the Dow Jones Property Casualty Index, and the Dow Jones Healthcare Providers Index; and the result became the measurement value of Assurant, Inc. incentive rights as of December 31, 2003.

      On January 18, 2004, each Assurant, Inc. incentive right then outstanding under the plan was cashed out for a cash payment equal to the difference, if any, between the measurement value of the Assurant, Inc. incentive rights as of December 31st immediately preceding the date of grant, and the measurement value of that right determined as of December 31, 2003, pursuant to the special valuation. Each outstanding Assurant, Inc. incentive right, whether or not vested, was cancelled effective as of the date it was cashed out. Following the cash-out and cancellation of Assurant, Inc. incentive rights, Assurant granted to each participant whose rights were cashed out a number of stock appreciation rights on Assurant’s common stock (referred to as “replacement rights”). The number of replacement rights granted to a participant was equal (1) the measurement value of the participant’s cashed-out Assurant, Inc. incentive rights, divided by (2) the IPO price of $22 a share. Each replacement right that replaces a vested cashed-out right was vested immediately, and each replacement right that replaces a non-vested cashed-out right will become vested on the vesting date for the corresponding cashed-out right, but no replacement right, whether or not vested, may be exercised sooner than one year from the closing date of the IPO. After that waiting period, each replacement right will be exercisable for the remaining term of the corresponding cancelled right.

	Stock Option Plan

      In contemplation of the IPO, the Company’s Stock Option Plan was terminated effective as of 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. There is no further obligation associated with the Company’s Stock Option Plan.

      The Company accounted for the Stock Option Plan as a variable plan in accordance with the provisions of APB 25 and its interpretations. Therefore, compensation expense was recognized based on the intrinsic value method. Compensation cost charged to income was $0, $0, and $(1,081) (represents reversal of expense accrual due to reduction of intrinsic value) for the years ended December 31, 2003, 2002 and 2001, respectively.

F-51

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      Summarized information about the Company’s Stock Option Plan as of December 31, 2003, 2002 and 2001, and changes during the years ended on those dates is presented below:

		2003								2002								2001
						Weighted-								Weighted-								Weighted-
						Average								Average								Average
		Options				Exercise Price				Options				Exercise Price				Options				Exercise Price
Outstanding beginning of year			340,700			$	53.03				314,250			$	46.66				243,601			$	49.49
Granted			93,000			$	29.04				83,000			$	47.75				72,400			$	46.25
Exercised			—				—				—				—				—				—
Forfeited			—				—				(56,550	)		$	55.71				(1,751	)		$	51.80
Cancelled			(433,700	)		$	52.54				—				—				—				—
Outstanding end of year			—				—				340,700			$	45.42				314,250			$	48.73
Exercisable at end of year			—								189,800			$	54.84				186,350			$	48.47
Weighted average fair value of options granted during the year														$	14.21							$	16.45

	Assurant Investment Plan (“AIP”)

      The Company has adopted the AIP (formerly the Fortis Investment Plan), which provides key employees the ability to exchange a portion of their compensation for options to purchase certain third-party mutual funds. The plan became effective as of January 1, 1999 and is administered by the Company’s Senior Vice President-Compensation and Benefits, who is referred to as the administrator. Under the AIP, a participant may exchange all or a portion of his or her eligible compensation for a specific number of options under the plan. Each option represents the right to purchase shares of Company designated third-party mutual funds, as selected by the participant. Each option is fully vested and exercisable on the grant date. Options may not be exercised more than twice in any calendar year, except with the consent of the administrator. For most options, the exercise period generally will expire 120 months after the participant’s death, disability or retirement or 60 months after the participant’s termination of employment for any other reason. Until the options are exercised, a participant may instruct the administrator to exchange some or all of the options to purchase different underlying mutual fund units. Employee compensation exchanged for options is included as compensation expense prior to the exchange. Subsequent to the exchange, the Company accounts for invested assets in accordance with Financial Accounting Standard 115, Accounting for Certain Investments in Debt and Equity Securities, and as such, the Company marks-to-market the AIP investment balances on a quarterly basis. This quarterly mark-to-market adjustment equally impacts the AIP investment and the AIP liability balance. When options are exercised, the investment and liability balances are reduced accordingly. The amounts included in other investments and other liabilities were $57,451 and $46,620 at December 31, 2003 and 2002, respectively.

F-52

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

22.	Other Comprehensive Income (Loss)

      The Company’s components of other comprehensive income (loss) net of tax at December 31 are as follows:

		Foreign Currency								Pension
		Translation				Unrealized Gains on				Under-				Accumulated Other
		Adjustment				Securities				funding				Comprehensive Income
Balance at December 31, 2000		$	(2,225	)		$	3,439			$	—			$	1,214
Activity in 2001			(5,633	)			102,623				—				96,990
Balance at December 31, 2001			(7,858	)			106,062				—				98,204
Activity in 2002			8,332				173,699				(35,250	)			146,781
Balance at December 31, 2002			474				279,761				(35,250	)			244,985
Activity in 2003			16,217				57,325				—				73,542
Balance at December 31, 2003		$	16,691			$	337,086			$	(35,250	)		$	318,527

23.	Related Party Transactions

      In the ordinary course of business, the Company has entered into a number of agreements with Fortis.

      Historically, Fortis maintained a $1,000,000 commercial paper facility that prior to the IPO the Company had been able to access (via intercompany loans) for up to $750,000. The Company has used the commercial paper facility to cover any cash shortfalls, which may occur from time to time. In mid-December 2003, the Company used the commercial paper facility in the amount of $74,991 for three days to cover a cash shortfall in the early extinguishment of the Mandatorily Redeemable Preferred Securities. There were no intercompany loans with Fortis associated with this commercial paper facility during 2002. The Company had no outstanding intercompany loans with Fortis related to this commercial paper facility at year-end December 31, 2003 and 2002.

      During 2003, 2002 and 2001, the Company paid $644, $749, and $516, respectively, to Fortis for costs representing salary, benefits and other expenses of a director of the Company, who was then an employee of a Fortis subsidiary, and his support staff. The Company discontinued these payments as of October 3, 2003.

      The other related party transactions are disclosed in Notes 1, 8, 11, 12, and 25.

F-53

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

24.	Quarterly Results of Operations (Unaudited)

      The Company’s quarterly results of operations for the years ended December 31, 2003 and 2002 are summarized in the tables below:

			Three Month Periods Ended
			March 31				June 30				September 30				December 31
2003
Total revenues			$	1,731,740			$	1,722,601			$	1,775,577			$	1,836,295
Income (loss) before income taxes				110,367				137,606				145,776				(134,392	) (1)
Net income (loss)				73,237				90,650				99,398				(77,633	)
Basic and Diluted per share data:
	Income (loss) before income taxes		$	1.01			$	1.26			$	1.33			$	(1.23	)
	Net income (loss)		$	0.67			$	0.83			$	0.91			$	(0.71	)

			Three Month Periods Ended
			March 31				June 30				September 30				December 31
2002
Total revenues			$	1,613,301			$	1,611,690			$	1,625,425			$	1,681,784
Income (loss) before income taxes and change in accounting principle				93,279				108,514				83,888				84,716
Net (loss) income				(1,196,753	)			77,481				57,665				60,408
Basic and Diluted per share data:
	Income (loss) before income taxes and cumulative effect of change in accounting principle		$	0.85			$	0.99			$	0.77			$	0.78
	Net (loss) income		$	(10.96	)		$	0.71			$	0.53			$	0.55

---

(1)	Includes pre-tax interest premium on redemption of mandatorily redeemable preferred securities of $205,822.

25.	Subsequent Events

      In connection with the IPO (see Note 1) the board of directors of Assurant approved certain employee benefit programs as follows:

	2004 Long-Term Incentive Plan

      The 2004 Long-Term Incentive Plan was effective on February 5, 2004.

      The 2004 Long-Term Incentive Plan authorizes the granting of awards to employees, officers, and directors in the following forms: (1) options to purchase shares of Assurant’s common stock, which may be non-statutory stock options or incentive stock options under the U.S. tax code; (2) stock appreciation rights, which give the holder the right to receive the difference between the fair market value per share on the date of exercise over the grant price; (3) performance awards, which are payable in cash or stock upon the attainment of specified performance goals; (4) restricted stock, which is subject to restrictions on transferability and subject to forfeiture on terms set by the Compensation Committee; (5) dividend equivalents, which entitle the participant to payments equal to any dividends paid on the shares of stock underlying an award; and (6) other stock-based awards in the discretion of the Compensation Committee, including unrestricted stock grants.

      There are 10,000,000 shares reserved and available for issuance under the plan.

F-54

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      Upon the closing of the IPO, 68,976 shares of common stock of Assurant, Inc. were granted to certain officers of the Company on February 5, 2004. Any awards will be made at the discretion of the Compensation Committee.

	Executive Management Incentive Plan

      The Executive Management Incentive Plan went into effect January 1, 2004. Participation in the Executive Management Incentive Plan is limited to senior officers of the Company and its subsidiaries who are selected to participate in the plan for a given year by the Compensation Committee. The plan provides for the payment of annual monetary awards to each participant equal to a percentage of such participant’s base salary based upon the achievement of certain designated performance goals. The amount of awards under the plan will be determined at the discretion of the Compensation Committee.

	Assurant IPO

      See Notes 1 and 21 for a discussion of the IPO, merger and related activities.

      The Company issued 32,976,854 shares to Fortis Insurance N.V. simultaneously with the closing of the IPO in exchange for a $725,500 capital contribution. The Company also issued 68,976 shares of Common Stock to certain officers of the Company.

      On February 5, 2004, the Company received a $725,500 capital contribution from Fortis simultaneously with the closing of the IPO. The proceeds from that contribution were used to repay the $650,000 of outstanding indebtedness under the senior bridge credit facility and $75,500 of outstanding indebtedness under the $1,100,000 senior bridge credit facility.

	Assurant Senior Notes

      On February 18, 2004, the Company issued two series of senior notes in an aggregate principal amount $975,000. 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. 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.

      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 net proceeds from the issuance of the senior notes were used to repay the remaining portion of the Company’s outstanding indebtedness under the $1,100,000 senior bridge facility.

      At the time of the offering of the Company’s senior notes, the Company entered into a registration rights agreement. The registration rights agreement requires the Company to file a registration statement under the Securities Act to permit the exchange of the senior notes for registered notes having nearly identical terms as the senior notes or to permit the registered resale of the senior notes. If the Company fails to comply with the filing requirements under the registration rights agreement within certain time periods, the interest rates on the senior notes are subject to increase.

      The Company is subject to several debt covenants associated with these senior notes.

      As of March 11, 2004, the Company is in compliance with all of the covenants associated with these senior notes.

      On January 30, 2004, the Company entered into a $500,000 senior revolving credit facility with a syndicate of banks, which will be available for working capital and other general corporate purposes. The revolving credit facility is unsecured and is available until February 2007.

F-55

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      The revolving credit facility contains restrictive covenants and also requires that the Company maintain certain specified minimum ratios or thresholds.

      As of March 11, 2004, the Company is in compliance with all of the covenants associated with this senior revolving credit facility.

26.	Commitments and Contingencies

      The Company and its subsidiaries lease office space and equipment under operating lease arrangements. Certain facility leases contain escalation clauses based on increases in the lessors’ operating expenses. At December 31, 2003, the aggregate future minimum lease payment under operating lease agreements that have initial or non-cancelable terms in excess of one year are:

	2004		$	39,622
	2005			35,788
	2006			31,618
	2007			25,631
	2008			23,171
Thereafter				44,533
Total minimum future lease payments			$	200,363

      Rent expense was $40,463, $43,412 and $32,546 for 2003, 2002 and 2001, respectively.

      In the normal course of business, letters of credit are issued primarily to support reinsurance arrangements. These letters of credit are supported by commitments with financial institutions. The Company had approximately $117,000 and $109,000 of letters of credit outstanding as of December 31, 2003 and December 31, 2002, respectively. Additionally, as of December 31, 2003, the Company had an unused $50,000 letter of credit facility.

      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.

      American Bankers Insurance Company, part of the Solutions segment, on behalf of certain of its subsidiaries, including American Bankers Insurance Company (“ABIC”) and American Bankers Life Assurance Company (“ABLAC”) previously entered into a Consent Order and a comprehensive Compliance Plan with 43 participating states relating to compliance with the often disparate state insurance laws, regulations and administrative interpretations which have been difficult to apply to the marketing of ABIG’s credit insurance products through financial institutions, retailers and other entities offering consumer financing as a regular part of their business. In addition to an initial settlement of $12,000, ABIG agreed to a multi-state market conduct examination commencing November 23, 1999, for review of ABIG’s implementation of the Compliance Plan. A final report was issued on December 19, 2001, and ABIC paid a final settlement of $3,000 to participating states.

F-56

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      In February 2002, the State of Minnesota initiated an enforcement action against ABIC and ABLAC, two of the Company’s subsidiaries, in connection with certain alleged regulatory violations. Thereafter, ABIC and ABLAC filed suit in Minnesota state court seeking to enjoin the enforcement action because the alleged regulatory matters included within the enforcement action were resolved as a part of the above-described Consent Order and Compliance Plan to which Minnesota was a party. In February 2003, the State of Minnesota, ABIC and ABLAC reached a final settlement of all matters included within the enforcement action and the separate state court action filed by ABIC and ABLAC. Pursuant to the settlement, ABIC and ABLAC each agreed to pay $100 to the State of Minnesota and agreed to compensate the state for its investigative costs which totaled $1,800. In addition, ABIC and ABLAC agreed to stop selling insurance in Minnesota for five years, though it could apply for reinstatement in 20 months. Other member companies of the Solutions segment with product lines that overlap those offered by ABIC and ABLAC currently remain authorized to do business in the State of Minnesota. The Company does not believe that the effect of the settlement during the next five years will have a material impact on the Company’s financial condition or results of its operations.

      On October 1, 2003, a grand jury in Mower County, Minnesota issued an indictment of ABIC and two corporate officers of the Solutions segment. The indictment alleges 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. The maximum penalty for ABIC is a $40 fine for each alleged violation and/or forfeiture of ABIC’s license to conduct business in Minnesota. In addition, the maximum monetary penalty for each officer would be $20 per violation, which the Company may reimburse under certain circumstances. Other member companies of the Solutions segment with product lines that overlap those offered by ABIC currently remain authorized to conduct business in the State of Minnesota. ABIC believes that it has meritorious defenses to the claims being asserted against it, and the Company believes, based on information currently available, that any liabilities that could result are not expected to have a material effect on the Company’s financial condition or results of operations.

      In addition, one of the Company’s subsidiaries, 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. 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.

F-57

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

Schedule I—Summary of Investments

													Amount at
													Which Shown in
					Amortized Cost				Fair Value				Balance Sheet
					(in thousands)
Fixed maturities
	Bonds:
		United States Government and government agencies and authorities			$	1,646,782			$	1,681,746			$	1,681,746
		States, municipalities and political subdivisions				187,539				203,679				203,679
		Foreign governments				306,554				317,748				317,748
		Public utilities				910,810				984,141				984,141
		All other corporate bonds				5,178,176				5,541,524				5,541,524
			Total fixed maturities			8,229,861				8,728,838				8,728,838
Equity securities
	Common stocks:
		Public utilities				13				13				13
		Banks, trusts and insurance companies				1,037				2,498				2,498
		Industrial, miscellaneous and all other				1,310				1,556				1,556
	Non-Redeemable Preferred Stocks:
		Non-sinking fund preferred stocks				434,463				452,373				452,373
			Total equity securities			436,823				456,440				456,440
Commercial mortgage loans on real estate, at amortized cost						932,791								932,791
Policy loans						68,185								68,185
Short-term investments						275,878								275,878
Other investments						461,473								461,473
			Total investments		$	10,405,011							$	10,923,605

F-58

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

Schedule II—Condensed Balance Sheet

				December 31,
				2003				2002
				(in thousands except
				number of shares and
				per share amounts)
ASSETS
Investments:
	Equity investment in subsidiaries			$	4,069,228			$	2,898,147
	Surplus notes receivable from subsidiary				—				770,000
	Other investments				66,994				55,912
		Total investments			4,136,222				3,724,059
Cash and cash equivalents					463,234				238,875
Receivable from subsidiaries, net					29,507				22,420
Income tax receivable					76,663				—
Other assets					262,064				325,200
		Total assets		$	4,967,690			$	4,310,554
LIABILITIES
Accounts payable and other liabilities				$	365,203			$	273,780
Income tax payable					—				10,981
Debt					1,750,000				—
Mandatorily redeemable preferred securities					196,224				1,446,074
Mandatorily redeemable preferred stock					24,160				24,660
		Total liabilities			2,335,587				1,755,495
Stockholders’ equity
Common stock, par value $.01 per share:
	Class A: 800,550,002 shares authorized, 109,222,276 shares issued and outstanding				1,092				1,092
Additional paid-in capital					2,063,763				2,063,763
Retained earnings					248,721				245,219
Accumulated other comprehensive income					318,527				244,985
Total stockholders’ equity					2,632,103				2,555,059
		Total liabilities and stockholders’ equity		$	4,967,690			$	4,310,554

F-59

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

Schedule II—Condensed Statement of Operations

			Years Ended December 31,
			2003				2002				2001
			(in thousands)
Revenues
Cash dividend income from consolidated subsidiaries			$	99,500			$	186,550			$	615,400
Net investment income				74,281				81,629				76,180
Gain on disposal of businesses				—				—				99,605
Fees and other income				11,638				17,570				24,435
	Total revenues			185,419				285,749				815,620
Expenses
General and administrative expenses				52,755				32,697				69,375
Distributions on mandatorily redeemable preferred securities and interest expense				114,133				118,395				132,371
Interest penalties on redemption of mandatorily redeemable preferred securities				205,822				—				—
	Total expenses			372,710				151,092				201,746
Income (loss) before income taxes and equity in undistributed net income (loss) of consolidated subsidiaries				(187,291	)			134,657				613,874
Income tax benefit				(105,298	)			(16,390	)			(4,338	)
	Net income (loss) before equity in undistributed net income (loss) of subsidiaries			(81,993	)			151,047				618,212
Equity in undistributed net income (loss) of consolidated subsidiaries				267,645				(1,152,246	)			(520,159	)
	Net income (loss)		$	185,652			$	(1,001,199	)		$	98,053

F-60

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

Schedule II—Condensed Cash Flows

			Years Ended December 31,
			2003				2002				2001
			(in thousands)
Operating Activities
Net income (loss)			$	185,652			$	(1,001,199	)		$	98,053
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
	Equity in undistributed net income (loss) of subsidiaries			(267,645	)			1,152,246				520,159
	Change in receivables			53,154				161,739				(199,389	)
	Depreciation and amortization			16,850				21,605				19,195
	Change in income taxes			(96,113	)			(97,923	)			54,374
	Change in accrued interest			51,078				1,281				(1,790	)
	Change in accounts payable			40,345				11,131				37,146
	Other			6,798				2,780				11,900
Net cash (used in) provided by operating activities				(9,881	)			251,660				539,648
Investing Activities
Capital contributed to subsidiaries				(821,264	)			(136,422	)			(5,000	)
Sale of subsidiaries				—				—				203,665
Purchase of subsidiaries				—				—				(142,921	)
Surplus note receivable				770,000				—				—
Other				(31,996	)			(39,306	)			(94,300	)
Net cash used in investing activities				(83,260	)			(175,728	)			(38,556	)
Financing Activities
Repayment of mandatorily redeemable preferred securities				(1,249,850	)			—				(3,664	)
Redemption of mandatorily redeemable preferred stock				(500	)			(500	)			—
Issuance of debt from Parent				74,991				—				216,924
Repayment of debt from Parent				(74,991	)			—				(455,907	)
Issuance of debt				2,400,000				—				—
Repayment of debt				(650,000	)			—				—
Dividends paid				(181,187	)			(41,876	)			(109,298	)
Other				(963	)			(1,052	)			(1,053	)
Net cash provided by (used in) financing activities				317,500				(43,428	)			(352,998	)
Change in cash and cash equivalents				224,359				32,504				148,094
Cash and cash equivalents at beginning of period				238,875				206,371				58,277
Cash and cash equivalents at end of period			$	463,234			$	238,875			$	206,371

F-61

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

As of and for the Years Ended December 31, 2003, 2002 and 2001

Schedule III—Supplementary Insurance Information

																											Benefits				Amortization
							Future																				Claims,				of Deferred								Property and
			Deferred				Policy								Claims and								Net				Losses and				Policy				Other				Casualty
			Acquisition				Benefits,				Unearned				Benefits				Premium				Investment				Settlement				Acquisition				Operating				Premiums
Segment			Cost				Expenses				Premiums				Payable				Revenue				Income				Expenses				Costs				Expenses				Written
			(in thousands)
2003
	Solutions		$	1,069,289			$	321,578			$	2,933,601			$	1,086,098			$	2,361,815			$	186,850			$	899,229			$	727,605			$	862,595			$	1,226,565
	Employee Benefits			11,488				—				23,525				1,800,595				1,256,430				139,956				920,948				—				433,192				—
	Health			141,396				197,919				124,148				423,253				2,009,248				49,430				1,317,046				71,295				517,988				—
	Preneed			161,067				2,971,388				4,657				19,529				529,279				188,224				520,540				86,401				60,541				—
	Corporate and Other			1,587				2,744,255				47,916				183,334				—				42,853				—				—				69,521				—
Total Segments			$	1,384,827			$	6,235,140			$	3,133,847			$	3,512,809			$	6,156,772			$	607,313			$	3,657,763			$	885,301			$	1,943,837			$	1,226,565
2002
	Solutions		$	997,393			$	334,039			$	3,013,731			$	1,036,351			$	2,077,277			$	205,037			$	755,140			$	638,074			$	811,112			$	1,109,819
	Employee Benefits			6,559				—				22,198				1,791,680				1,232,942				147,722				944,593				—				422,230				—
	Health			158,142				160,484				118,432				376,678				1,833,656				55,268				1,222,049				64,029				482,057				—
	Preneed			136,703				2,693,122				4,775				19,897				537,721				183,634				513,393				80,370				56,114				—
	Corporate and Other			—				2,619,202				48,500				149,534				—				40,167				—				—				54,246				—
Total Segments			$	1,298,797			$	5,806,847			$	3,207,636			$	3,374,140			$	5,681,596			$	631,828			$	3,435,175			$	782,473			$	1,825,759			$	1,109,819
2001
	Solutions																		$	1,906,426			$	218,213			$	639,905			$	613,607			$	830,716			$	1,058,619
	Employee Benefits																			933,594				144,378				737,802				—				316,310				—
	Health																			1,837,839				58,073				1,306,477				42,967				452,528				—
	Preneed																			506,716				179,093				485,902				64,936				54,770				—
	Corporate and Other																			57,610				112,025				70,005				7,713				111,921				—
Total Segments																			$	5,242,185			$	711,782			$	3,240,091			$	729,223			$	1,766,245			$	1,058,619

F-62

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

For the Year Ended December 31, 2003

Schedule IV—Reinsurance

																			Percentage
							Ceded to				Assumed								of Amount
							Other				from Other								Assumed
			Gross Amount				Companies				Companies				Net Amount				to Net
			(in thousands)
Life Insurance in Force			$	169,062,847			$	56,441,995			$	724,377			$	113,345,229				0.6	%
Premiums:
	Life insurance			1,351,698				637,049				57,459				772,108				7.4	%
	Accident and health insurance			4,502,527				949,336				240,063				3,793,254				6.3	%
	Property and liability insurance			2,263,389				928,381				256,402				1,591,410				16.1	%
	Total premiums		$	8,117,614			$	2,514,766			$	553,924			$	6,156,772				9.0	%
Benefits:
	Life insurance			1,338,138				859,514				22,702				501,326				4.5	%
	Accident and health insurance			2,686,337				445,981				205,261				2,445,617				8.4	%
	Property and liability insurance			928,360				478,092				260,552				710,820				36.7	%
	Total benefits		$	4,952,835			$	1,783,587			$	488,515			$	3,657,763				13.4	%

F-63

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

For the Year Ended December 31, 2002

Schedule IV—Reinsurance

																			Percentage
							Ceded to				Assumed								of Amount
							Other				from Other								Assumed
			Gross Amount				Companies				Companies				Net Amount				to Net
			(in thousands)
Life Insurance in Force			$	190,535,470			$	67,628,124			$	2,448,687			$	125,356,033				2.0	%
Premiums:
	Life insurance			1,792,276				796,026				100,532				1,096,782				9.2	%
	Accident and health insurance			4,065,768				1,046,245				268,211				3,287,734				8.2	%
	Property and liability insurance			1,955,494				805,337				146,923				1,297,080				11.3	%
	Total premiums		$	7,813,538			$	2,647,608			$	515,666			$	5,681,596				9.1	%
Benefits:
	Life insurance			1,754,586				1,036,256				123,395				841,725				14.8	%
	Accident and health insurance			2,343,568				462,206				211,440				2,092,802				10.1	%
	Property and liability insurance			705,911				358,393				153,130				500,648				30.6	%
	Total benefits		$	4,804,065			$	1,856,855			$	487,965			$	3,435,175				14.2	%

F-64

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

For the Year Ended December 31, 2001

Schedule IV—Reinsurance

																			Percentage
							Ceded to				Assumed								of Amount
							Other				from Other								Assumed
			Gross Amount				Companies				Companies				Net Amount				to Net
			(in thousands)
Life Insurance in Force			$	194,825,776			$	77,457,972			$	8,834,532			$	126,202,336				7.0	%
Premiums:
	Life insurance			2,013,923				967,318				68,151				1,114,756				6.1	%
	Accident and health insurance			4,202,525				1,196,376				94,514				3,100,663				3.0	%
	Property and liability insurance			1,645,924				692,109				72,951				1,026,766				7.1	%
	Total premiums		$	7,862,372			$	2,855,803			$	235,616			$	5,242,185				4.5	%
Benefits:
	Life insurance			1,518,454				718,510				101,565				901,509				11.3	%
	Accident and health insurance			2,372,343				507,843				71,683				1,936,183				3.7	%
	Property and liability insurance			614,759				331,324				118,964				402,399				29.6	%
	Total benefits		$	4,505,556			$	1,557,677			$	292,212			$	3,240,091				9.0	%

F-65

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

As of December 31, 2003, 2002 and 2001

Schedule V—Valuation and Qualifying Accounts

								Additions
				Balance at				Charged to				Charged to								Balance at
				Beginning of				Costs and				Other								End of
				Year				Expenses				Accounts				Deductions				Year
				(in thousands)
2003:
	Valuation allowance for mortgage loans on real estate			$	19,106			$	495			$	—			$	747			$	18,854
	Valuation allowance for uncollectible agents balances				35,487				5,189				—				12,227				28,449
	Valuation allowance for uncollectible accounts				478				288				490				389				867
		Total		$	55,071			$	5,972			$	490			$	13,363			$	48,170
2002:
	Valuation allowance for mortgage loans on real estate			$	25,091			$	—			$	—			$	5,985				19,106
	Valuation allowance for uncollectible agents balances				30,929				6,488				—				1,930				35,487
	Valuation allowance for uncollectible accounts				1,232				276				55				1,085				478
		Total		$	57,252			$	6,764			$	55			$	9,000			$	55,071
2001:
	Valuation allowance for mortgage loans on real estate			$	25,091			$	—			$	—			$	—			$	25,091
	Valuation allowance for uncollectible agents balances				21,152				14,153				—				4,376				30,929
	Valuation allowance for uncollectible accounts				646				1,041				70				525				1,232
		Total		$	46,889			$	15,194			$	70			$	4,901			$	57,252

F-66

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

				September 30,				December 31,
				2004				2003
				(in thousands except number
				of shares)
ASSETS
Investments:
	Fixed maturities available for sale, at fair value (amortized cost—$8,567,856 in 2004 and $8,229,861 in 2003)			$	9,045,812			$	8,728,838
	Equity securities available for sale, at fair value (cost—$540,062 in 2004 and $436,823 in 2003)				548,203				456,440
	Commercial mortgage loans on real estate at amortized cost				1,039,914				932,791
	Policy loans				66,025				68,185
	Short-term investments				225,851				275,878
	Other investments				508,398				461,473
		Total investments			11,434,203				10,923,605
Cash and cash equivalents					692,373				958,197
Premiums and accounts receivable, net					482,560				468,766
Reinsurance recoverables					4,263,042				4,445,265
Accrued investment income					138,869				135,267
Tax receivable					—				26,499
Deferred acquisition costs					1,543,337				1,384,827
Property and equipment, at cost less accumulated depreciation					270,922				283,762
Deferred income taxes, net					31,385				60,321
Goodwill					831,346				828,523
Value of business acquired					175,872				191,929
Other assets					214,869				195,958
Assets held in separate accounts					3,540,759				3,805,058
		Total assets		$	23,619,537			$	23,707,977

See the accompanying notes to the consolidated financial statements

F-67

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

			September 30,				December 31,
			2004				2003
			(in thousands except number
			of shares)
LIABILITIES
Future policy benefits and expenses			$	6,328,838			$	6,235,140
Unearned premiums				3,221,977				3,133,847
Claims and benefits payable				3,641,270				3,512,809
Commissions payable				290,897				350,732
Reinsurance balances payable				121,705				110,063
Funds held under reinsurance				195,916				200,384
Deferred gain on disposal of businesses				344,054				387,353
Accounts payable and other liabilities				1,308,728				1,370,104
Tax payable				74,589				—
Debt				971,593				1,750,000
Mandatorily redeemable preferred securities				—				196,224
Mandatorily redeemable preferred stock				24,160				24,160
Liabilities related to separate accounts				3,540,759				3,805,058
	Total liabilities			20,064,486				21,075,874
Commitments and contingencies (note 9)				—				—
Stockholders’ equity
Common stock, par value $.01 per share, 800,000,000 shares authorized, 142,268,106 and 109,222,276 shares issued, 140,821,350 and 109,222,276 shares outstanding at September 30, 2004 and December 31, 2003, respectively				1,423				1,092
Additional paid-in capital				2,790,440				2,063,763
Retained earnings				493,266				248,721
Unamortized restricted stock compensation; 59,430 shares				(708	)			—
Accumulated other comprehensive income				306,665				318,527
Treasury stock, at cost; 1,387,326 shares				(36,035	)			—
Total stockholders’ equity				3,555,051				2,632,103
	Total liabilities and stockholders’ equity		$	23,619,537			$	23,707,977

See the accompanying notes to the consolidated financial statements

F-68

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

				Nine Months Ended
				September 30,
				2004				2003
				(in thousands)
Revenues
Net earned premiums and other considerations				$	4,844,259			$	4,533,503
Net investment income					471,486				456,608
Net realized gain on investments					22,447				14,808
Amortization of deferred gain on disposal of businesses					43,298				52,235
Fees and other income					154,511				172,764
		Total revenues			5,536,001				5,229,918
Benefits, losses and expenses
Policyholder benefits					2,888,948				2,656,325
Amortization of deferred acquisition costs and value of business acquired					651,178				640,642
Underwriting, general and administrative expenses					1,547,317				1,451,348
Interest expense					41,104				—
Loss on disposal of business					9,232				—
Distributions on mandatorily redeemable preferred securities					2,163				87,854
		Total benefits, losses and expenses			5,139,942				4,836,169
Income before income taxes					396,059				393,749
Income taxes					131,627				130,464
		Net income		$	264,432			$	263,285
Net income per share:
Basic				$	1.92			$	2.41
Diluted				$	1.92			$	2.41
Dividends per share				$	0.14			$	1.66
Share Data:
	Weighted average shares outstanding used in basic per share calculations				137,818,397				109,222,276
	Plus: Dilutive securities				67,265				—
	Weighted average shares used in diluted per share calculations				137,885,662				109,222,276

See the accompanying notes to the consolidated financial statements

F-69

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

																				Accumulated
																Unamortized				Other
								Additional								Restricted				Comprehensive												Shares of
				Common				Paid-In				Retained				Stock				Income				Treasury								Common
				Stock				Capital				Earnings				Compensation				(Loss)				Stock				Total				Stock Issued
				(in thousands except number of shares)
Balance, December 31, 2003				$	1,092			$	2,063,763			$	248,721			$	—			$	318,527			$	—			$	2,632,103				109,222,276
	Issuance of Common stock				330				725,161				—				—				—				—				725,491				32,976,854
	Issuance of Restricted Shares				1				1,516				—				(1,517	)			—				—				—				68,976
	Dividends				—				—				(19,887	)			—				—				—				(19,887	)			—
	Acquisition of Treasury Shares				—				—				—				—				—				(36,035	)			(36,035	)			—
		Amortization of restricted stock compensation			—				—				—				809				—				—				809				—
	Comprehensive income (loss):
		Net income			—				—				264,432				—				—				—				264,432				—
		Net change in unrealized gains on securities			—				—				—				—				(18,258	)			—				(18,258	)			—
		Foreign currency translation			—				—				—				—				6,396				—				6,396				—
		Total comprehensive income																											252,570
Balance, September 30, 2004				$	1,423			$	2,790,440			$	493,266			$	(708	)		$	306,665			$	(36,035	)		$	3,555,051				142,268,106

See the accompanying notes to the consolidated financial statements

F-70

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

			Nine Months Ended
			September 30,
			2004				2003
			(in thousands)
Net cash provided by operating activities			$	607,459			$	631,603
Investing activities
Sales of:
	Fixed maturities available for sale			1,119,074				974,627
	Equity securities available for sale			77,277				105,021
	Property and equipment			873				17,326
Maturities, prepayments, and scheduled redemption of:
	Fixed maturities available for sale			767,028				976,153
Purchases of:
	Fixed maturities available for sale			(2,206,937	)			(2,545,974	)
	Equity securities available for sale			(180,638	)			(264,793	)
	Property and equipment			(35,611	)			(82,798	)
Change in commercial mortgage loans on real estate				(106,458	)			(64,423	)
Change in short term investments				47,455				368,114
Change in other invested assets				(55,951	)			887
Change in policy loans				2,186				330
Net cash received related to sale of business				3,536				—
Net cash (used in) investing activities				(568,166	)			(515,530	)
Financing activities
Repayment of mandatorily redeemable preferred securities				(196,224	)			—
Redemption of mandatorily redeemable preferred stock				—				(500	)
Issuance of debt				971,538				—
Issuance of common stock				725,491				—
Repayment of debt				(1,750,000	)			—
Purchase of treasury stock				(36,035	)			—
Dividends paid				(19,887	)			(181,187	)
Other				—				(715	)
Net cash (used in) financing activities				(305,117	)			(182,402	)
Change in cash and cash equivalents				(265,824	)			(66,329	)
Cash and cash equivalents at beginning of period				958,197				610,694
Cash and cash equivalents at end of period			$	692,373			$	544,365

See the accompanying notes to the consolidated financial statements

F-71

---

Table of Contents

ASSURANT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 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.

F-72

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      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 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

F-73

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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.

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 nine months ended September 30, 2004 relating to the senior notes was $37,116.

      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 nine months ended September 30, 2004 was $809.

F-74

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	Executive 401(k) Plan

      The Executive 401(k) 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 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”).

		For the Nine
		Months Ended
		September 30, 2004
Net income as reported		$	264,432
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			152
Pro forma net income		$	264,584
Earnings per share as reported:
Basic		$	1.92
Diluted		$	1.92
Pro forma earnings per share:
Basic		$	1.92
Diluted		$	1.92

F-75

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

6.	Stock Repurchase

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

										Total Number of Shares
										Purchased as Part of
Period		Number of				Average Price				Publicly Announced
in 2004		Shares Purchased				Paid Per Share				Plans or Programs
April			—				—				—
May			28,626			$	24.75				—
June			3,500				25.65				—
July			—				—				—
August			896,300				25.74				896,300
September			458,900				26.51				458,800
			1,387,326			$	25.97				1,355,100

      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.

7.	Retirement and Other Employee Benefits

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

											Retirement
			Pension Benefits								Health Benefits
			For the Nine								For the Nine
			Months Ended								Months Ended
			September 30,								September 30,
			2004				2003				2004				2003
Service cost			$	12,790			$	11,451			$	1,638			$	1,734
Interest cost				14,553				13,458				2,220				2,358
Expected return on plan assets				(16,728	)			(14,574	)			(405	)			(108	)
Amortization of prior service cost				2,261				2,220				981				981
Amortization of net loss				3,983				1,656				—				—
	Net periodic benefit cost		$	16,859			$	14,211			$	4,434			$	4,965

      As of September 30, 2004, the Company contributed $19,500 to the pension plan. The Company expects to contribute an additional $6,500 and $5,700 to its pension plan and retirement health benefit plan, respectively, in the fourth quarter of 2004.

F-76

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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.

      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. 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.

F-77

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      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.

      The following tables summarize selected financial information by segment:

				Nine Months Ended September 30, 2004
												Employee								Corporate &
				Solutions				Health				Benefits				Preneed				Other				Consolidated
Revenues
	Net earned premiums and other considerations			$	1,836,415			$	1,673,473			$	933,030			$	401,341			$	—			$	4,844,259
	Net investment income				137,828				50,537				110,655				153,628				18,838				471,486
	Net realized gains on investments				—				—				—				—				22,447				22,447
	Amortization of deferred gain on disposal of businesses				—				—				—				—				43,298				43,298
	Fees and other income				97,681				28,826				22,529				3,515				1,960				154,511
		Total revenues			2,071,924				1,752,836				1,066,214				558,484				86,543				5,536,001
Benefits, losses and expenses
	Policyholder benefits				723,879				1,065,032				697,251				402,786				—				2,888,948
	Amortization of deferred acquisition costs and value of business acquired				525,248				29,892				11,476				84,562				—				651,178
	Underwriting, general and administrative expenses				703,680				468,370				292,224				32,195				50,848				1,547,317
	Interest expense				—				—				—				—				41,104				41,104
	Loss on disposal of business				—				—				—				—				9,232				9,232
	Distributions on mandatorily redeemable preferred securities				—				—				—				—				2,163				2,163
		Total benefits, losses and expenses			1,952,807				1,563,294				1,000,951				519,543				103,347				5,139,942
Segment income (loss) before income tax					119,117				189,542				65,263				38,941				(16,804	)			396,059
	Income taxes				37,522				64,999				23,020				13,404				(7,318	)			131,627
Segment income (loss) after tax				$	81,595			$	124,543			$	42,243			$	25,537			$	(9,486	)
Net income																								$	264,432

Segment Assets:

			As of September 30, 2004
Segments assets, excluding goodwill			$	7,168,409			$	1,704,376			$	2,658,183			$	3,949,234			$	7,307,989			$	22,788,191
Goodwill																								831,346
	Total assets																						$	23,619,537

F-78

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

				Nine Months Ended September 30, 2003
												Employee								Corporate &
				Solutions				Health				Benefits				Preneed				Other				Consolidated
Revenues
	Net earned premiums and other considerations			$	1,736,816			$	1,475,537			$	920,296			$	400,854			$	—			$	4,533,503
	Net investment income				142,192				36,460				104,429				139,861				33,666				456,608
	Net realized gains on investments				—				—				—				—				14,808				14,808
	Amortization of deferred gain on disposal of businesses				—				—				—				—				52,235				52,235
	Fees and other income				99,391				23,731				36,895				3,655				9,092				172,764
		Total revenues			1,978,399				1,535,728				1,061,620				544,370				109,801				5,229,918
Benefits, losses and expenses
	Policyholder benefits				632,148				965,203				667,683				391,291				—				2,656,325
	Amortization of deferred acquisition costs and value of business acquired				501,764				56,095				6,697				76,086				—				640,642
	Underwriting, general and administrative expenses				698,349				372,485				312,426				34,405				33,683				1,451,348
	Distributions on mandatorily redeemable preferred securities				—				—				—				—				87,854				87,854
		Total benefits, losses and expenses			1,832,261				1,393,783				986,806				501,782				121,537				4,836,169
Segment income (loss) before income tax					146,138				141,945				74,814				42,588				(11,736	)			393,749
	Income taxes				46,034				49,353				26,185				14,725				(5,833	)			130,464
Segment income (loss) after tax				$	100,104			$	92,592			$	48,629			$	27,863			$	(5,903	)
Net Income																								$	263,285

Segment Assets:

			As of December 30, 2003
Segment assets, excluding goodwill			$	6,864,735			$	1,129,614			$	2,412,924			$	3,718,354			$	8,753,827			$	22,879,454
Goodwill																								828,523
	Total assets																						$	23,707,977

F-79

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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.

F-80

---

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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 $77,100 for the nine months ended September 30, 2004, net of reinsurance. In 2003, the Company’s Solutions segment incurred losses relating to Hurricane Isabel and the Midwest hail storms and tornadoes of $18,400 for the nine months ended September 30, 2003, also net of reinsurance.

F-81

---

Table of Contents

GLOSSARY OF SELECTED INSURANCE AND REINSURANCE TERMS

Administrative Services Only (ASO)		Services provided in an employee benefit plan. Specifically, as with a self-insured plan, the group may have an ASO contract with an insurance company or a third-party administrator to handle aspects of claims adjudication and administration.
Case management		A collaborative process which assesses, plans, implements, coordinates, monitors and evaluates options and services to meet an individual’s health needs using communication and available resources to promote quality cost-effective outcomes.
Cede; Cedent; Ceding company		When a party reinsures its liability with another, it “cedes” business and is referred to as the “cedent” or “ceding company.”
Claims expense		The expenses of settling claims, including legal and other fees and the portion of general expenses allocated to claim settlement costs.
Claims management		The use by an insurer of a variety of means to mitigate the extent of losses incurred by those insured under its policies and the corresponding benefit costs, for example, efforts to improve the quality of medical care provided to its insureds or efforts to assist its insureds with vocational services.
Coinsurance		With respect to a direct medical contract between an insurer and the insured, the insured’s share of covered losses in an arrangement pursuant to which the insured and the insurer share in a specific ratio of the covered losses. With respect to ceded reinsurance, a reinsurance arrangement in which coverage ceded to the reinsurer on an individual policy is in the same form as that of the direct policy issued to the policyholder. The reinsurer receives its proportionate share of the gross premium from the ceding company net of an expense allowance intended to reimburse the ceding company for commissions and other out of pocket expenses. The reinsurer establishes its proportionate share of reserves and shares proportionately in the risk of loss.
Disease management		A system of coordinated healthcare interventions and communications for populations with conditions in which patient self-care efforts are significant. Disease management: (1) supports the physician or practitioner/ patient relationship and plan of care, (2) emphasizes prevention of exacerbations and complications utilizing evidence-based practice guidelines and patient empowerment strategies, and (3) evaluates clinical, humanistic and economic outcomes on an ongoing basis with the goal of improving overall health.
Escrowed account		Funds that a lender collects monthly to pay monthly mortgage insurance premiums, homeowners insurance policy premiums and yearly property taxes.
Excess of loss		A generic term describing reinsurance that indemnifies the reinsured against all or a specified portion of losses on underlying insurance policies in excess of a specified amount, which is called a “level” or “retention.” Also known as non-proportional reinsurance. Excess of loss reinsurance is written in layers. A reinsurer or group of reinsurers accepts a band of coverage up to a specified

G-1

---

Table of Contents

		amount. The total coverage purchased by the cedent is referred to as a “program” and will typically be placed with predetermined reinsurers in pre-negotiated layers. Any liability exceeding the outer limit of the program reverts to the ceding company, which also bears the credit risk of a reinsurer’s insolvency.
Fire and dwelling insurance		Fire insurance is coverage protecting the insured against the loss to real or personal property from damage caused by the peril of fire or lightning. Dwelling insurance is coverage for property damage to a building used as a dwelling, as well as its contents. The property coverage for the building includes items attached to the building such as equipment and fixtures.
Flood insurance		Insurance that provides mortgage banking institutions coverage for the peril of flood for those borrowers who fail to provide proof of flood insurance on their mortgaged property, thereby protecting the mortgagor’s collateral interest in the property.
Generally accepted accounting principles (GAAP)		United States generally accepted accounting principles as defined by the American Institute of Certified Public Accountants or statements of the Financial Accounting Standards Board and other authoritative guidance.
Group life insurance		Typically one-year coverage, provided as group insurance, that is renewable at the end of each year and that provides benefits in the event of the death of an insured. The premium rate upon renewal is based on the range of employee ages and, if the group is subject to experience rating, the loss record (deaths) of the group. Experience rating is a statistical procedure used to calculate a premium rate based on the loss experience of an insured group. The premiums paid are related to actual claims and expense experience expected for that specific group.
Guaranty fund		State-regulated mechanism that is financed by assessing insurers doing business in those states. These funds are maintained by contributions of companies operating in a particular state in proportion to their business written in the state. Should insolvencies occur, these funds are available to meet some or all of the insolvent insurer’s obligations to policyholders.
Health Reimbursement Accounts (HRAs)		Employer-funded accounts provided to employees for reimbursement of qualifying medical expenses, in which such reimbursements are excludable from employee gross income.
Health Savings Accounts (HSAs)		A tax-sheltered savings account similar to an Investment Retirement Account (IRA), but earmarked for medical expenses. HSAs may be funded by tax-deductible contributions from either employees or employers. Distributions from HSAs to reimburse participants for medical care expenses are tax free. Larger medical expenses are covered by a low-cost, high deductible health insurance policy. Similar to an IRA, any unused amounts in the account each year stay in the account and continue to grow interest on a tax-favored basis to supplement retirement savings.

G-2

---

Table of Contents

Homeowners insurance		Package of policies that combines (1) coverage against the insured’s property being destroyed or damaged by various perils and (2) coverage for liability exposure of the insured. Our creditor-placed homeowners insurance policies generally cover only the property, including any adjacent structure of the home.
Incurred but not reported (IBNR) reserves		Reserves for estimated losses and loss expenses which have been incurred but not yet reported to the insurer.
Indemnity		Coverage for the percentage of the health care costs paid by the health insurance company, which is typically a specified percentage above the insured’s deductible up to a dollar amount. The insurance company then pays 100% of the costs up to the policy limits. The insured may select a physician of his or her choice.
Loss reserve		Liabilities established by insurers and reinsurers to reflect the estimated cost of claims payments and the related expenses that the insurer or reinsurer will ultimately be required to pay in respect of insurance or reinsurance it has written. Reserves are established for losses and for loss expenses.
Medical Savings Accounts (MSAs)		Savings accounts that have tax advantages combined with health insurance plans for the benefit of the employee. Both the employer and the employee are permitted to contribute to the MSA. The contributions can be directed to pay the deductible under the health insurance plan and/or the medical expenses not covered by the health insurance plan. Funds not spent are allowed to accumulate in the MSA on a continuous basis. When the employee reaches retirement age, the accumulated funds may be allocated to the employee’s retirement income.
Modified coinsurance		A form of reinsurance that differs from coinsurance only in that the reserves continue to be held by the ceding company while the risk is transferred to the reinsurer. The reinsurer transfers funds to the ceding company for future reserve increases and receives funds from the ceding company for future reserve declines. The ceding company is required to pay interest to the reinsurer to replace the income that would have been earned by the reinsurer if it had held the assets backing the reserves in its own investment portfolio.
National Association of Insurance Commissioners (NAIC)		A voluntary organization of state insurance officials that promulgates model laws regulating the insurance industry, values securities owned by insurers, develops and modifies insurer financial reporting, statements and insurer performance criteria and performs other services with respect to the insurance industry.
Persistency		Percentage of insurance policies or annuity contracts remaining in force between specified measurement dates. Also used with respect to premiums, to measure the amount of annualized premium remaining in force on a stated collection of policies between specified measurement dates.
Pro rata reinsurance		A generic term describing all forms of reinsurance in which the reinsurer shares on a pro rata basis part of the original premiums and losses of the reinsured. Pro rata reinsurance is also known as

G-3

---

Table of Contents

		proportional reinsurance, quota share reinsurance or participating reinsurance.
Referable location		Every occurrence of a practitioner at a location. For example, if a dentist practices at three locations, there are three referable locations; or, if a single dental office has ten dentists, then there are ten referable locations.
Reinsurance		An arrangement in which an insurance company, the reinsurer, agrees to indemnify another insurance or reinsurance company, the ceding company, against all or a portion of the insurance or reinsurance risks underwritten by the ceding company under one or more policies. Reinsurance can provide a ceding company with several benefits, including a reduction in net liability on individual risks and catastrophe protection from large or multiple losses. Reinsurance also provides a ceding company with additional underwriting capacity by permitting it to accept larger risks and write more business than would be possible without a concomitant increase in capital and surplus, and facilitates the maintenance of acceptable financial ratios by the ceding company. Reinsurance does not legally discharge the primary insurer from its liability with respect to its obligations to the insured.
Reserves		Liabilities established by insurers and reinsurers to reflect the estimated costs of claim payments and the related expenses that the insurer or reinsurer will ultimately be required to pay in respect of insurance or reinsurance it has written. Reserves are established for losses, for loss expenses and for unearned premiums. Loss reserves consist of “case reserves,” or reserves established with respect to individual reported claims. Unearned premium reserves constitute the portion of premium paid in advance for insurance or reinsurance that has not yet been provided. See also “Loss reserves.”
Retrocessionaire		A transaction whereby a reinsurer cedes to another reinsurer, the retrocessionaire, all or part of the reinsurance that the first reinsurer has assumed. Reinsurance companies cede risks to retrocessionaires for reasons similar to those that cause primary insurers to purchase reinsurance: to reduce net liability on individual risks, to protect against catastrophic losses, to stabilize financial ratios and to obtain additional underwriting capacity.
Risk management		Procedure to minimize the adverse effect of a possible financial loss by (1) identifying potential sources of loss; (2) measuring the financial consequences of a loss occurring; and (3) using controls to minimize actual losses or their financial consequences.
Risk-based capital requirement (RBC)		A tool used by insurance regulators to analyze an insurance company’s total adjusted capital, taking into consideration the risks associated with the company’s particular assets, the risk that losses will be worse than expected, the company’s exposure to interest rate risk and other business risks.
Standard industry code		An industry code assigned to an operating establishment by a U.S. government agency or agencies on the basis of the operating

G-4

---

Table of Contents

		establishment’s primary activity, which is determined by its principal product or group of products produced or distributed or services rendered. While recently superceded by North American Industry Classification System (NAICS)codes, SIC codes remain in common use, and templates for translating one code to the other are readily available.
Statutory accounting principles (SAP)		Recording transactions and preparing financial statements in accordance with the rules and procedures prescribed or permitted by United States state insurance regulatory authorities including the NAIC, which in general reflect a liquidating, rather than going concern, concept of accounting.
Statutory assets		Assets determined in accordance with SAP. This valuation methodology is generally considered very conservative, but is deemed most appropriate by regulators in evaluating solvency.
Statutory earnings		Earnings based on the conservative reserve requirements of various states.
Statutory net income		Net income based on the conservative reserve requirements of various states.
Statutory surplus		The excess of statutory admitted assets over statutory liabilities as shown on an insurer’s statutory financial statements. Admitted assets are those assets which are permitted or admitted by the National Association of Insurance Commissioners or by the rules of a given state. The assets deemed as nonadmitted are those assets which are accorded limited or no value and are charged off directly to statutory capital and surplus. Nonadmitted assets are ones which are specifically identified in the statutory accounting principals as nonadmitted or not specifically identified as admitted.
Surrender charge		Fee charged to a policyholder when a life insurance policy or annuity is surrendered for its cash value prior to the end of the surrender charge period. This fee is intended to recover policy acquisition costs and subsequent administrative expenses.
Unearned premium		The portion of premium that is allocable to the unexpired portion of the policy term and, therefore, that has not yet been earned.

G-5

---

Table of Contents