AMENDMENT NO. 1 TO FORM S-1

As filed with the Securities and Exchange Commission on January 10, 2005.

Registration No. 333-121820

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

Form S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Assurant, Inc.

(Exact name of Registrant as specified in its charter)


Delaware	6321	39-1126612
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

One Chase Manhattan Plaza, 41st Floor

New York, NY 10005

Telephone: (212) 859-7000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Katherine Greenzang, Esq.

Senior Vice President, General Counsel and Secretary

Assurant, Inc.

One Chase Manhattan Plaza, 41st Floor

New York, NY 10005

Telephone: (212) 859-7021

Facsimile: (212) 859-7034

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Gary I. Horowitz, Esq.		Susan J. Sutherland, Esq.
Simpson Thacher & Bartlett LLP		Skadden, Arps, Slate, Meagher & Flom LLP
425 Lexington Avenue		Four Times Square
New York, NY 10017-3954		New York, NY 10036
Telephone: (212) 455-7113		Telephone: (212) 735-2388
Facsimile: (212) 455-2502		Facsimile: (917) 777-2388

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued January 10, 2005

27,200,000 Shares

(ASSURANT LOGO)

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 7, 2005 was $30.38 per share.

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

PRICE $ A SHARE


		Underwriting
		Discounts and	Proceeds to Selling
	Price to Public	Commissions	Stockholder

Per Share	$	$	$
Total	$	$	$

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 , 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

, 2005

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
TERMINATION AND AMENDMENT AGREEMENT
LETTER AGREEMENT
CONSENT OF PRICEWATERHOUSECOOPERS LLP.

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.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and may not contain all of the information that may be important to you. Although this summary highlights important information about us and what we believe to be the key aspects of this offering, you should read this summary together with the more detailed information and our financial statements and the notes to those financial statements appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the “Risk Factors” and “Forward-Looking Statements” sections before making an investment decision.

OUR COMPANY

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. 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. We are also 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 and 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. Our four operating business segments are: Assurant Solutions, Assurant Health, Assurant Employee Benefits and Assurant PreNeed. 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.

Our Assurant Solutions segment, which we began operating with the acquisition of American Security Group in 1980, provides specialty property solutions and consumer protection solutions. Specialty property solutions primarily include creditor-placed homeowners insurance (including tracking services) and manufactured housing homeowners insurance. Consumer protection solutions primarily include debt protection administration, credit insurance and warranties and extended service contracts. Our Assurant Health segment, which we began operating in 1978, provides individual health insurance, including short-term and student medical insurance, and small employer group health insurance. Most of the health insurance products we sell are preferred provider organization (PPO) plans. In Assurant Employee Benefits, which we began operating with the acquisition of Mutual Benefit Life Group Division (now Fortis Benefits Insurance Company) in 1991, we provide employer-and employee-paid group dental insurance, as well as group disability insurance and group life insurance. In Assurant PreNeed, which we began operating with the acquisition of United Family Life Insurance Company in 1980, we provide pre-funded funeral insurance, which provides whole life insurance death benefits or annuity benefits used to fund costs incurred in connection with pre-arranged funerals.

We have created strong relationships with our distributors and clients in each of the niche markets we serve. In Assurant Solutions, 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 Assurant Health, we have exclusive distribution relationships with leading insurance companies based on total assets, through which we gain access to a broad distribution network and a significant number of potential customers, as well as relationships with independent brokers. In Assurant Employee Benefits, we distribute our products primarily through our sales representatives who work through independent employee benefits advisors, including brokers and other intermediaries. In Assurant PreNeed, we have an exclusive distribution relationship with Service Corporation International (SCI), the largest funeral provider in North America based on total revenues, as well as relationships with approximately 2,000 funeral homes.

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 conjunction 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 Health Savings Accounts (HSAs). In Assurant Employee Benefits, we have continued to focus on the attractive employee-paid, or voluntary, market segment, and we have experienced new business sales growth of 26%. 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. We are a market leader in many of our chosen markets, and 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. We believe these relationships enable 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. By understanding the dynamics of our core markets, we design innovative products and services to seek to sustain profitable growth and market leading positions.

• Disciplined Approach to Underwriting and Risk Management. We focus on generating profitability through careful analysis of risks, drawing on our experience in core specialized markets and continually seeking 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.

• Prudent Capital Management. We focus on generating above-average returns on a risk-adjusted basis from our operating activities. We believe we have benefited from having the discipline and flexibility to deploy capital opportunistically and prudently to maximize returns to our stockholders. We invest capital in our business segments when we identify attractive profit opportunities in our target markets and also take a disciplined approach towards withdrawing capital when businesses are no longer anticipated to meet our expectations.

• Diverse Business Mix and Excellent Financial Strength. We have four operating business segments, which are generally not affected in the same way by economic and operating trends. All of our domestic operating insurance subsidiaries rated by A.M. Best Company (A.M. Best) have financial strength ratings of A (“Excellent”) or A- (“Excellent”) from A.M. Best. Ratings of “A” and “A-” are the second highest of ten ratings categories and the highest and lowest, respectively, within the category based on modifiers (i.e., A and A- are “Excellent”). Six of our domestic operating insurance subsidiaries have financial strength ratings of A2 (“Good”) or A3 (“Good”) from Moody’s Investors Service, Inc. (Moody’s). Ratings of “A2” and “A3” are the third highest of nine ratings categories and mid-range and the lowest, respectively, within the category based on modifiers (i.e., A1, A2 and A3 are “Good”). In addition, seven of our domestic operating insurance subsidiaries have financial


		strength ratings of A (“Strong”) or A- (“Strong”) from Standard & Poor’s (S&P). Ratings of “A” and “A-” are the third highest of nine ratings categories and mid-range and the lowest, respectively, within the category based on modifiers (i.e., A+, A and A- are “Strong”). 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. Our management team has successfully managed our business and executed our specialized niche strategy through numerous business cycles and political and regulatory challenges.

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. 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.

• Develop New Distribution Channels and Strategic Alliances. Our strong, multi-channel distribution network comprised of leading market participants has 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.

• 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 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.

• 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 will also maintain our conservative investment portfolio management philosophy and properly manage our invested assets in order to match the duration of our insurance product liabilities.

Risks Relating to Our Company

As part of your evaluation of our Company, you should take into account the risks associated with our business. These risks include:

• Reliance on Relationships with Significant Clients, Distributors and Other Parties. If our significant clients, distributors or other parties with which we do business decline to renew or seek to terminate our relationships or contractual arrangements, our results of operations and financial condition could be materially adversely affected. We are also 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 products and services.

	•	Failure to Attract and Retain Sales Representatives or Develop and Maintain Distribution Sources. Our sales representatives interface with clients and third party distributors. Our inability to attract and retain our sales representatives or an interruption in, or changes to, our relationships with various third-party distributors could impair our ability to compete and market our insurance products and services and materially adversely affect our results of operations and financial condition. In addition, 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.

	•	Effect of General Economic, Financial Market and Political Conditions. Our results of operations and financial condition may be materially adversely affected by general economic, financial market and political conditions, including:

• 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.

• Failure to Accurately Predict Benefits and Other Costs and Claims. 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 if claims substantially exceed our expectations.

• Risks Related to Litigation and Regulatory Actions. The United States Senate, the United States Department of Labor, the National Association of Insurance Commissioners as well as the attorneys general, other enforcement authorities and insurance regulatory officials of various states are currently investigating certain practices within the insurance industry. Our involvement in any investigations or lawsuits would cause us to incur legal costs, and if we were found to have violated any laws, we could be required to pay fines and damages. We could also be materially adversely affected by the negative publicity for the insurance industry related to these proceedings, and by any new industry-wide regulations or practices that may result from these proceedings.

• Changes in 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 more information about these and other risks, see “Risk Factors” beginning on page 11. You should carefully consider these risk factors together with all the other information included in this prospectus.

Assurant, Inc. was incorporated in Delaware in October 2003. Our predecessor, Fortis, Inc., was incorporated in Nevada in April 1969. Fortis, Inc. was merged with and into Assurant, Inc. on February 4, 2004. Our principal executive offices are located at One Chase Manhattan Plaza, 41st Floor, New York, New York 10005. Our telephone number is (212) 859-7000.

OUR RELATIONSHIP WITH FORTIS

Fortis currently owns approximately 36% of our outstanding shares of common stock. Upon completion of this offering, Fortis will own 22,999,130 shares, or approximately 16%, of our outstanding common stock. Pursuant to our shareholders’ agreement 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. 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.

Pursuant to our shareholders’ agreement with Fortis, for so long as Fortis continues to own at least 10% of our outstanding common stock, certain significant corporate actions may only be taken with the approval of Fortis, as stockholder. 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, 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. We may have conflicts of interest with Fortis that may be resolved in a manner that is unfavorable to us. See “Risk Factors— Risks Related to Our Relationship with Fortis,” “Description of Share Capital— Anti-takeover Effects of Certain Provisions of the Certificate of Incorporation, By-Laws and Delaware General Corporation Law— Certificate of Incorporation and By-Laws” and “Certain Relationships and Related Transactions.”

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. 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 of 1933, as amended (Securities Act), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

THE OFFERING


Common stock offered by the selling stockholder		27,200,000 shares

Common stock to be outstanding after this offering(1)		139,772,384 shares

Use of proceeds		We will not receive any of the proceeds from the sale of shares of 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.

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.

New York Stock Exchange symbol		AIZ


(1)	The number of shares shown to be outstanding after this offering excludes:

• 51,966 shares of restricted stock distributed to our officers that has not yet vested;

• approximately 70,000 shares of common stock that we will issue during 2005 with respect to the 2004 enrollment period under our Employee Stock Purchase Plan, the aggregate value of which will be approximately $1.7 million based on a purchase price of $23.67 per share; and

• shares reserved for issuance under our equity compensation and incentive plans. See “Management.”

There is no over-allotment option for this offering.

SUMMARY CONSOLIDATED FINANCIAL INFORMATION

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

The summary 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 generally accepted accounting principles in the United States (GAAP). The summary consolidated statement of operations data for the nine months ended September 30, 2004 and September 30, 2003 and the summary 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 summary 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.



		At September 30,				At December 31,

		2004		2003		2003		2002			2001			2000				1999


		(in thousands, except share amounts and per share data)
Summary 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 gains (losses) 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 preferred securities			2,163		87,854		112,958		118,396			118,370			110,142				53,824
Interest premium 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		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
																	<

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•	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.


	•	Leadership Positions in Specialized Markets. We are a market leader in many of our chosen markets, and 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. We believe these relationships enable 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. By understanding the dynamics of our core markets, we design innovative products and services to seek to sustain profitable growth and market leading positions.

	•	Disciplined Approach to Underwriting and Risk Management. We focus on generating profitability through careful analysis of risks, drawing on our experience in core specialized markets and continually seeking 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.

	•	Prudent Capital Management. We focus on generating above-average returns on a risk-adjusted basis from our operating activities. We believe we have benefited from having the discipline and flexibility to deploy capital opportunistically and prudently to maximize returns to our stockholders. We invest capital in our business segments when we identify attractive profit opportunities in our target markets and also take a disciplined approach towards withdrawing capital when businesses are no longer anticipated to meet our expectations.

	•	Diverse Business Mix and Excellent Financial Strength. We have four operating business segments, which are generally not affected in the same way by economic and operating trends. All of our domestic operating insurance subsidiaries rated by A.M. Best Company (A.M. Best) have financial strength ratings of A (“Excellent”) or A- (“Excellent”) from A.M. Best. Ratings of “A” and “A-” are the second highest of ten ratings categories and the highest and lowest, respectively, within the category based on modifiers (i.e., A and A- are “Excellent”). Six of our domestic operating insurance subsidiaries have financial strength ratings of A2 (“Good”) or A3 (“Good”) from Moody’s Investors Service, Inc. (Moody’s). Ratings of “A2” and “A3” are the third highest of nine ratings categories and mid-range and the lowest, respectively, within the category based on modifiers (i.e., A1, A2 and A3 are “Good”). In addition, seven of our domestic operating insurance subsidiaries have financial


	•	Enhance Market Position in 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.

	•	Develop New Distribution Channels and Strategic Alliances. Our strong, multi-channel distribution network comprised of leading market participants has 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.

	•	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 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.

	•	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 will also maintain our conservative investment portfolio management philosophy and properly manage our invested assets in order to match the duration of our insurance product liabilities.


	•	Reliance on Relationships with Significant Clients, Distributors and Other Parties. If our significant clients, distributors or other parties with which we do business decline to renew or seek to terminate our relationships or contractual arrangements, our results of operations and financial condition could be materially adversely affected. We are also subject to the risk that these parties may face financial


	•	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.


	•	Failure to Accurately Predict Benefits and Other Costs and Claims. 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 if claims substantially exceed our expectations.

	•	Risks Related to Litigation and Regulatory Actions. The United States Senate, the United States Department of Labor, the National Association of Insurance Commissioners as well as the attorneys general, other enforcement authorities and insurance regulatory officials of various states are currently investigating certain practices within the insurance industry. Our involvement in any investigations or lawsuits would cause us to incur legal costs, and if we were found to have violated any laws, we could be required to pay fines and damages. We could also be materially adversely affected by the negative publicity for the insurance industry related to these proceedings, and by any new industry-wide regulations or practices that may result from these proceedings.

	•	Changes in 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.



	•	51,966 shares of restricted stock distributed to our officers that has not yet vested;



	•	approximately 70,000 shares of common stock that we will issue during 2005 with respect to the 2004 enrollment period under our Employee Stock Purchase Plan, the aggregate value of which will be approximately $1.7 million based on a purchase price of $23.67 per share; and



	•	shares reserved for issuance under our equity compensation and incentive plans. See “Management.”