This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") addresses the financial condition of Assurant, Inc. and its subsidiaries (which we refer to collectively as "Assurant") as of September 30, 2009, compared with December 31, 2008, and our results of operations for the three and nine months ended September 30, 2009 and 2008. This discussion should be read in conjunction with our MD&A and annual audited consolidated financial statements as of December 31, 2008 included in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the U.S. Securities and Exchange Commission (the "SEC") and the September 30, 2009 unaudited consolidated financial statements and related notes included elsewhere in this Form 10-Q.

Some of the statements included in this MD&A and elsewhere in this report, particularly those anticipating future financial performance, business prospects, growth and operating strategies and similar matters, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they may use words such as "will," "may," "anticipates," "expects," "estimates," "projects," "intends," "plans," "believes," "targets," "forecasts," "potential," "approximately," or the negative version of those words and other words and terms with a similar meaning. Any forward-looking statements contained in this report are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Our actual results might differ materially from those projected in the forward-looking statements. The Company undertakes no obligation to update or review any forward-looking statement, whether as a result of new information, future events or other developments.

In addition to the factors described in the section below entitled "Critical Factors Affecting Results," the following risk factors could cause our actual results to differ materially from those currently estimated by management:
(i) failure to maintain significant client relationships, distribution sources and contractual arrangements; (ii) failure to attract and retain sales representatives; (iii) deterioration in the Company's market capitalization compared to its book value that could impair the Company's goodwill;
(iv) negative impact on our business and negative publicity due to unfavorable outcomes in litigation and regulatory investigations (including the potential impact on our reputation and business of a negative outcome in the ongoing SEC investigation); (v) current or new laws and regulations that could increase our costs or limit our growth; (vi) general global economic, financial market and political conditions (including difficult conditions in financial, capital and credit markets, the global economic slowdown, fluctuations in interest rates, mortgage rates, monetary policies, unemployment and inflationary pressure);
(vii) inadequacy of reserves established for future claims losses;
(viii) failure to predict or manage benefits, claims and other costs;
(ix) losses due to natural and man-made catastrophes; (x) increases or decreases in tax valuation allowances; (xi) fluctuations in exchange rates and other risks related to our international operations; (xii) unavailability, inadequacy and unaffordable pricing of reinsurance coverage; (xiii) diminished value of invested assets in our investment portfolio (due to, among other things, the recent volatility in financial markets, the global economic slowdown, credit and liquidity risk, other than temporary impairments, environmental liability exposure and inability to target an appropriate overall risk level);
(xiv) inability of reinsurers to meet their obligations; (xv) insolvency of third parties to whom we have sold or may sell businesses through reinsurance or modified co-insurance; (xvi) credit risk of some of our agents in Assurant Specialty Property and Assurant Solutions; (xvii) a further decline in the manufactured housing industry; (xviii) a decline in our credit or financial strength ratings (including the risk of ratings downgrades in the insurance industry); (xix) failure to effectively maintain and modernize our information systems; (xx) failure to protect client information and privacy; (xxi) failure to find and integrate suitable acquisitions and new insurance ventures;
(xxii) inability of our subsidiaries to pay sufficient dividends;
(xxiii) failure to provide for succession of senior management and key executives; and (xxiv) significant competitive pressures in our businesses and cyclicality of the insurance industry. These risk factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report. For a more detailed discussion of the risk factors that could affect our actual results, please refer to the "Risk Factors" in Item 1A in our 2008 Annual Report on Form 10-K.

Company Overview

Assurant is a premier provider of specialized insurance products and related services in North America and selected international markets. We have five reportable segments, four of which are operating segments, Assurant Solutions, Assurant Specialty Property, Assurant Health, and Assurant Employee Benefits. These operating segments have partnered with clients who are leaders in their industries and have built leadership positions in a number of specialty insurance market segments in the United States of America ("U.S.") and selected international markets. The Assurant business segments provide creditor-placed homeowners insurance; manufactured housing homeowners insurance; debt protection administration services; credit-related insurance including life, disability and unemployment; warranties and service contracts; individual, short-term and small employer group health insurance; group dental insurance; group disability insurance; group life insurance; and pre-funded funeral insurance. Our remaining segment is Corporate & Other which includes activities of the holding company, financing and interest expenses, net realized gains (losses) on investments, interest income earned from short-term investments held and additional costs associated with excess of loss reinsurance programs reinsured and ceded to certain subsidiaries in the London market between 1995 and 1997. Corporate & Other also includes the amortization of deferred gains associated with the sales of Fortis Financial Group and Long-Term Care through reinsurance agreements.

Critical Factors Affecting Results and Liquidity

Our results depend 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 and values of invested assets and our ability to manage our expenses. Therefore, factors affecting these items, including unemployment, difficult conditions in financial markets and the global economic slowdown, may have a material adverse effect on our results of operations or financial condition. Similarly, the effects of proposed or recently passed government regulation on our sales and profitability is not yet known, but could negatively affect our results of operations or financial condition. For more information on these factors, see "Item 1A-Risk Factors" and "Item 7-MD&A Critical Factors Affecting Results" in our 2008 Annual Report on Form 10-K.

Management believes the Company will have sufficient liquidity to satisfy its needs over the next twelve months. For the nine months ended September 30, 2009, net cash provided by operating activities totaled $213,039; net cash provided by investing activities totaled $122,087 and net cash used in financing activities totaled $(147,839). We had $1,235,851 in cash and cash equivalents as of September 30, 2009. Please see "-Liquidity and Capital Resources," below for further details.

Critical Accounting Policies and Estimates

Our 2008 Annual Report on Form 10-K described the accounting policies and estimates that are critical to the understanding of our results of operations, financial condition and liquidity. The accounting policies and estimation process described in the 2008 Annual Report on Form 10-K were consistently applied to the unaudited interim consolidated financial statements for the nine months ended September 30, 2009.

As mentioned in our 2008 Annual Report on Form 10-K, Management considers the valuation and recoverability of goodwill to be a critical accounting policy and estimate. Goodwill and Other Intangible Assets accounting guidance requires that goodwill be tested for impairment at the reporting unit level on an annual basis or between annual tests if an event or circumstances would reasonably likely cause the fair value of the reporting unit to be below its carrying value. The term "reasonably likely" refers to an occurrence that is more than remote but less than probable in the judgment of Management. The Company performs its annual test during the fourth quarter each year. Based on its last annual test, performed during fourth quarter 2008, the Company concluded that goodwill was not impaired. However, due to significant increases in unrealized gains in its investment portfolio, Management determined an interim test was necessary. During the three months ended September 30, 2009, the Company performed the first step of the two-step goodwill impairment test for the two reporting units it considered reasonably likely that their fair values were reduced below their carrying values, Assurant Solutions and Assurant Employee Benefits, due to increases in unrealized gains in their investment portfolios. Based on a fair value determined using both market and income approaches, Management concluded that the fair value was more than the carrying value of each reporting unit, and thus it was not necessary for the Company to perform step two of the impairment test.

Calculating a fair value under the market and income approaches requires Management to use various assumptions and estimates, including but not limited to: forecasted reporting unit revenues, income and dividends, discount rates and exit multiples. If the Company's assumptions and estimates change, the Company may be required to record an impairment charge for goodwill in future periods, whether in connection with the Company's next annual impairment testing in fourth quarter 2009, or in a future interim period. Management cannot determine if a future impairment charge may result, since any impairment is dependent on the performance of the respective reporting unit and upon a number of variables which cannot be predicted with certainty. However, if an impairment charge does result in a future period, the non-cash charge may be material.

Additionally, while we did not perform an interim impairment test for our other two reporting units, Assurant Health and Assurant Specialty Property, if economic, political or regulatory factors change, an impairment charge could be required in future periods and a non-cash charge may be material.

Assurant Consolidated

Overview

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



                                             For the Three Months Ended          For the Nine Months Ended
                                                   September 30,                       September 30,
                                                2009             2008              2009              2008
Revenues:
Net earned premiums and other
considerations                             $     1,874,398    $ 1,984,136      $   5,624,843      $ 5,921,069
Net investment income                              172,924        192,314            526,335          591,299
Net realized losses on investments                  19,866       (299,205 )          (41,965 )       (376,922 )
Amortization of deferred gain on
disposal of businesses                               6,802          7,379             20,354           22,085
Fees and other income                               82,883         69,911            388,792          223,089

Total revenues                                   2,156,873      1,954,535          6,518,359        6,380,620

Benefits, losses and expenses:
Policyholder benefits                              941,145      1,095,048          2,890,889        3,030,715
Selling, underwriting and general
expenses (1)                                       991,502      1,007,817          2,933,510        2,932,318
Interest expense                                    15,160         15,190             45,509           45,765

Total benefits, losses and expenses              1,947,807      2,118,055          5,869,908        6,008,798

Income (loss) before provision (benefit)
for income taxes                                   209,066       (163,520 )          648,451          371,822
Provision (benefit) for income taxes                64,336        (52,091 )          229,818          106,467

Net income (loss)                          $       144,730    $  (111,429 )    $     418,633      $   265,355

(1) Includes amortization of deferred acquisition costs ("DAC") and value of business acquired ("VOBA") and underwriting, general and administrative expenses.

The following discussion provides an analysis of how the consolidated results were affected by our four operating segments and our Corporate and Other segment for the three and nine months ended September 30, 2009 ("Third Quarter 2009" and "Nine Months 2009", respectively) and three and nine months ended September 30, 2008 ("Third Quarter 2008" and "Nine Months 2008", respectively). Please see the discussion that follows, for each of these segments, for a more detailed analysis of the fluctuations.

For The Three Months Ended September 30, 2009 Compared to The Three Months Ended September 30, 2008.

Net Income

Net income increased $256,159, to $144,730 for Third Quarter 2009 from a net loss of $(111,429) for Third Quarter 2008. The increase was primarily due to net realized losses on investments of $194,483 (after-tax) in Third Quarter 2008 compared with net realized gains on investments of $12,913 (after-tax) in Third Quarter 2009. Third Quarter 2008 net realized losses included other-than-temporary impairments of $148,946 (after-tax) while Third Quarter 2009 only had $1,717 (after-tax). Additionally, Third Quarter 2008 included losses of $86,200 (after-tax) associated with hurricanes Gustav and Ike. The Company incurred no reportable catastrophe losses during Third Quarter 2009.

For The Nine Months Ended September 30, 2009 Compared to The Nine Months Ended September 30, 2008.

Net Income

Net income increased $153,278, or 58%, to $418,633 for Nine Months 2009 from $265,355 for Nine Months 2008. The increase was primarily due to the reasons noted above.

Assurant Solutions

Overview

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



                                          For the Three Months Ended           For the Nine Months Ended
                                                 September 30,                       September 30,
                                            2009                2008             2009              2008
Revenues:
Net earned premiums and other
considerations                          $     669,344        $  707,115      $   1,980,891      $ 2,091,237
Net investment income                          97,681           105,539            292,782          320,694
Fees and other income                          50,093            40,623            154,084          132,572

Total revenues                                817,118           853,277          2,427,757        2,544,503

Benefits, losses and expenses:
Policyholder benefits                         248,933           295,190            782,280          888,043
Selling, underwriting and general
expenses                                      520,217           527,779          1,505,209        1,506,385

Total benefits, losses and expenses           769,150           822,969          2,287,489        2,394,428

Segment income before provision for
income taxes                                   47,968            30,308            140,268          150,075
Provision for income taxes                     16,324             9,921             50,419           49,776

Segment net income                      $      31,644        $   20,387      $      89,849      $   100,299

Net earned premiums and other
considerations:
Domestic:
Credit                                  $      59,562        $   70,270      $     188,243      $   213,331
Service contracts                             348,258           334,386          1,049,549          989,453
Other (1)                                      24,471            13,685             61,104           44,305

Total domestic                                432,291           418,341          1,298,896        1,247,089

International:
Credit                                         80,743            98,645            234,751          285,570
Service contracts                             108,458            93,745            293,641          261,540
Other (1)                                       4,025              (139 )           11,792           16,362

Total international                           193,226           192,251            540,184          563,472

Preneed                                        43,827            96,523            141,811          280,676

Total                                   $     669,344        $  707,115      $   1,980,891      $ 2,091,237

Fees and other income:
Domestic:
Debt protection                         $      10,541        $    8,495      $      30,044      $    24,694
Service contracts                              23,384            18,472             74,161           56,783
Other (1)                                       4,443             6,873             13,983           20,047

Total domestic                                 38,368            33,840            118,188          101,524

International                                   7,400             7,272             20,802           26,718
Preneed                                         4,325              (489 )           15,094            4,330

Total                                   $      50,093        $   40,623      $     154,084      $   132,572

Gross written premiums (2):
Domestic:
Credit                                  $     134,597        $  151,717      $     406,393      $   456,788
Service contracts                             259,316           385,153            751,505        1,175,121
Others (1)                                     14,210            17,858             73,269           51,692

Total domestic                                408,123           554,728          1,231,167        1,683,601

International:
Credit                                        221,581           213,322            590,565          646,941
Service contracts                             118,256           133,226            323,820          344,942
Others (1)                                      7,652             1,375             19,773           21,685

Total international                           347,489           347,923            934,158        1,013,568

Total                                   $     755,612        $  902,651      $   2,165,325      $ 2,697,169

Preneed (face sales)                    $     137,301        $  121,021      $     366,688      $   346,304

Combined ratios (3):
Domestic                                         98.2 %           104.7 %             98.1 %          100.2 %
International                                   108.8 %           105.6 %            109.3 %          106.4 %

(1) This includes emerging products and run-off products lines.

(2) Gross written premiums does not necessarily translate to an equal amount of subsequent net earned premiums since Assurant Solutions reinsures a portion of its premiums to insurance subsidiaries of its clients.

(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 excluding the Preneed business.

For The Three Months Ended September 30, 2009 Compared to The Three Months Ended September 30, 2008.

Net Income

Segment net income increased $11,257, or 55%, to $31,644 for Third Quarter 2009 from $20,387 for Third Quarter 2008. The increase was primarily driven by improved underwriting results in our domestic service contract business as well as the effects in Third Quarter 2008 of a $7,700 (after-tax) one-time charge related to the acquisition of GE's Warranty Management Group ("GE"). These items were partially offset by the continued unfavorable credit insurance loss experience in the United Kingdom ("UK") due to higher unemployment rates than prior year and a decrease of $5,108 (after-tax) of net investment income due to lower average invested assets and lower investment yields.

Total Revenues

Total revenues decreased $36,159, or 4%, to $817,118 for Third Quarter 2009 from $853,277 for Third Quarter 2008. The decrease is mainly attributable to reduced net earned premiums and other considerations of $37,771, primarily resulting from our application of the universal life insurance accounting guidance, which is now within the Financial Accounting Standards Board's ("FASB's") Accounting Standards Codification ("ASC") Topic 944, Financial Services - Insurance, for new Preneed life insurance policies in which death benefit increases are determined at the discretion of the Company. The difference between reporting in accordance with the universal life insurance guidance compared with the limited pay insurance guidance, which is also within ASC Topic 944, impacted various income statement captions including net earned premiums and other considerations; however, it did not have a material impact on our overall net income. Absent this item, net earned premiums would have increased $12,500, or nearly 2%, due to higher earnings in our domestic and international service contract business from premiums written in prior periods and earnings from a temporary involuntary unemployment product, which started and ended during the second quarter of 2009. This increase was partially offset by the continued runoff of our domestic credit insurance and the unfavorable impact of changes in foreign exchange rates, as the U.S. dollar strengthened against international currencies. Also contributing to the decrease in revenues was lower net investment income of $7,858, or 7%, primarily due to lower average invested assets and lower investment yields. Fees and other income increased $9,470, or 23%, primarily from the continued growth of our domestic service contract business resulting from acquisitions made in the latter part of 2008 and the application of the universal life insurance accounting guidance for our Preneed business.

Gross written premiums decreased $147,039, or 16%, to $755,612 for Third Quarter 2009 from $902,651 for Third Quarter 2008. This decrease was driven primarily by lower domestic service contract business of $125,837, mainly due to a client bankruptcy and decreased retail and auto sales. Gross written premiums from our domestic credit insurance business decreased $17,120, due to the continued runoff of this product line. Gross written premiums from our international service contract business decreased $14,970, primarily attributable to the unfavorable impact of changes in foreign exchange rates and our decision to exit the Denmark market. This was partially offset by growth in several countries from both new and existing clients, which is consistent with our international expansion strategy. Gross written premiums from our international credit business increased $8,259, primarily due to new business growth in Canada and strong client production from new and existing international clients. This was partially offset by the unfavorable impact of changes in foreign exchange rates combined with a slowdown in the UK mortgage credit market. Preneed face sales increased $16,280 due to increased sales initiatives.

Total Benefits, Losses and Expenses

Total benefits, losses and expenses decreased $53,819, or 7%, to $769,150 for Third Quarter 2009 from $822,969 for Third Quarter 2008. Policyholder benefits decreased $46,257, primarily due to the above-mentioned application of the universal life insurance accounting guidance in our Preneed business and improved loss experience in our domestic service contract business. This

was partially offset by continued unfavorable loss experience in our UK credit business resulting from higher unemployment rates. Selling, underwriting and general expenses decreased $7,562. General expenses increased $28,295, primarily due to higher expenses associated with the recent domestic service contract business acquisitions. Commissions, taxes, licenses and fees, of which amortization of DAC is a component, decreased $35,857, partially related to the termination of our strategic alliance with GE in Third Quarter 2008 and reduced commission expense resulting from acquisitions in the latter part of 2008 combined with the impact of the above-mentioned application of the universal life insurance accounting guidance, in our Preneed business.

For The Nine Months Ended September 30, 2009 Compared to The Nine Months Ended September 30, 2008.

Net Income

Segment net income decreased $10,450, or 10%, to $89,849 for Nine Months 2009 from $100,299 for Nine Months 2008. The decrease was primarily the result of a decrease of net investment income of $18,143 (after-tax) due to both lower average invested assets and lower investment yields and unfavorable credit insurance loss experience in the UK. In addition, Nine Months 2008 includes $4,000 (after-tax) of income for certain transactions in our domestic service contract business related to the accrual of contractual receivables established for certain domestic service contracts. These items were partially offset by improved underwriting results from our domestic service contract business, improved underwriting results in Brazil after a loss of $6,900 (after-tax) recorded in Nine Months 2008 from a discontinued credit life product and improved underwriting results in our international business, other than the UK credit business discussed above.

Total Revenues

Total revenues decreased $116,746, or 5%, to $2,427,757 for Nine Months 2009 from $2,544,503 for Nine Months 2008. The decrease is mainly attributable to reduced net earned premiums and other considerations of $110,346, primarily resulting from the above-mentioned application of the universal life insurance . . .