8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1, 2016

Assurant, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-31978	39-1126612
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

28 Liberty Street, 41st Floor New York, New York	10005
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code:(212) 859-7000

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets

On March 1, 2016, Assurant, Inc. (the "Company") completed its previously announced sale of its Assurant Employee Benefits segment (the "Business") to Sun Life Assurance Company of Canada, the wholly-owned subsidiary of Sun Life Financial Inc. (TSX: SLF) (NYSE: SLF) for approximately $940 million, subject to adjustments in accordance with the terms of the sale agreement. The sale is structured as a combination of reinsurance agreements and sale of certain legal entities and assets.

Pro forma financial information with respect to this transaction is provided in Item 9.01 of this Current Report on Form 8-K.

Item 8.01 Other Events

On March 1, 2016, the Company issued a press release announcing the completion of the sale of the Business. The press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information

The attached unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2015 and the unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2015 (collectively, the "Unaudited Pro Forma Consolidated Financial Statements") are based on the Company's historical consolidated results of operations and financial position, adjusted to give effect to the sale of the Business by the Company.

The unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2015 has been prepared to present the Company's results of operations as if the sale of the Business had occurred on January 1, 2015. The unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2015 has been prepared to present the Company's financial condition as if the sale of the Business had occurred on December 31, 2015.

The Unaudited Pro Forma Consolidated Financial Statements do not purport to be indicative of the financial position or results of operations of the Company as of the date, nor are they necessarily indicative of future results. The Unaudited Pro Forma Consolidated Financial Statements and the accompanying notes should be read together with the Company's audited Consolidated Financial Statements and accompanying notes as of and for the year ended December 31, 2015, and Management's Discussion and Analysis included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.

(d) Exhibits

99.1	Press release issued on March 1, 2016 by Assurant, Inc.
99.2	Unaudited Pro Forma Consolidated Statement of Operations of Assurant, Inc. for the year ended December 31, 2015 and the Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ASSURANT, INC.
Date: March 4, 2016	By:	/s/ Bart R. Schwartz
		Bart R. Schwartz
		Executive Vice President, Chief Legal Officer & Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated March 1, 2016
99.2	Unaudited Pro Forma Consolidated Statement of Operations of Assurant, Inc. for the year ended December 31, 2015 and the Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2015

EX-99.1

Exhibit 99.1

Assurant Announces Completion of Sale of Employee Benefits Business

NEW YORK, March 1, 2016-Assurant, Inc. (NYSE:AIZ) today announced it closed the sale of its employee benefits business to Sun Life Assurance Company of Canada, the wholly-owned subsidiary of Sun Life Financial Inc. (TSX: SLF) (NYSE: SLF), for approximately $940 million, subject to adjustments in accordance with the terms of the agreement.

“The sale of Assurant Employee Benefits marks an important achievement in our multi-year transformation to build a stronger Assurant as we continue to sharpen our focus on risk management solutions for the housing and lifestyle markets,” said Alan B. Colberg, president and CEO of Assurant. “We thank and recognize all of the employee benefits’ employees for their important contributions to Assurant throughout the years.”

On Sept. 9, 2015, Assurant announced that it had entered into a definitive agreement to sell its employee benefits business to Sun Life Financial. The sale will generate approximately $1 billion of net proceeds inclusive of capital releases, subject to regulatory approvals, during 2016.

The sale is structured as a combination of reinsurance agreements and sale of certain legal entities and assets. Barclays Capital served as financial advisor and Willkie Farr & Gallagher LLP as legal advisor to Assurant.

About Assurant

A global provider of specialty protection products and related services, Assurant (NYSE:AIZ) safeguards clients and consumers against risk. A Fortune 500 company, Assurant partners with clients who are leaders in their industries to provide consumers peace of mind and financial security. Our diverse range of products and services includes: mobile device protection products and services; extended service products and related services for consumer electronics, appliances and vehicles; pre-funded funeral insurance; lender-placed homeowners insurance; property preservation and valuation services; flood insurance; renters insurance and related products; debt protection administration; credit insurance; and, manufactured housing homeowners insurance.

With approximately $30 billion in assets and $8 billion in annual revenue, Assurant operates primarily through its Assurant Solutions and Assurant Specialty Property business segments. Through the Assurant Foundation, established more than 30 years ago, the company and its employees are dedicated to supporting and partnering with organizations that improve communities. Visit www.assurant.com and follow us on Twitter @AssurantNews.

Media Contact:

Vera Carley

Assistant Vice President, External Communication

Phone: 212.859.7002

vera.carley@assurant.com

Investor Relations Contact:

Suzanne Shepherd

Assistant Vice President, Investor Relations

Phone: 212.859.7062

suzanne.shepherd@assurant.com

EX-99.2

Exhibit 99.2

Assurant, Inc.

Pro Forma Consolidated Statement of Operations

Year Ended December 31, 2015

	As Reported			Pro Forma Adjustment (1)			Note	Pro Forma
	(in thousands except number of shares and per share amounts)
	(Unaudited)
Revenues
Net earned premiums	$	8,350,997		$	(1,066,754	)		$	7,284,243
Net investment income	626,217			(110,998		)		515,219
Net realized gains on investments, excluding other-than-temporary   impairment losses	36,850			—				36,850
Total other-than-temporary impairment losses	(7,212		)	—				(7,212		)
Portion of net loss recognized in other comprehensive income,   before taxes	2,188			—				2,188
Net other-than-temporary impairment losses recognized in earnings	(5,024		)	—				(5,024		)
Amortization of deferred gain on disposal of business	12,988			392,000			(2)	404,988
Fees and other income	1,303,466			(25,006		)		1,278,460
Total revenues	10,325,494			(810,758		)		9,514,736
Benefits, losses and expenses
Policyholder benefits	4,742,535			(730,192		)		4,012,343
Amortization of deferred acquisition costs and value of business   acquired	1,402,573			(32,836		)		1,369,737
Underwriting, general and administrative expenses	3,924,089			(371,728		)	(3)	3,552,361
Interest expense	55,116			—				55,116
Total benefits, losses and expenses	10,124,313			(1,134,756		)		8,989,557
Income before provision for income taxes	201,181			323,998				525,179
Provision for income taxes	59,626			112,745			(2)(3)	172,371
Net income	$	141,555		$	211,253			$	352,808
Earnings Per Share
Basic	$	2.08						$	5.18
Diluted	$	2.05						$	5.11
Dividends per share	$	1.37						$	1.37
Share Data
Weighted average shares outstanding used in basic per share   calculations	68,163,825							68,163,825
Plus: Dilutive securities	853,384							853,384
Weighted average shares used in diluted per share calculations	69,017,209							69,017,209

See Explanatory Notes to Pro Forma Consolidated Statement of Operations

Assurant, Inc.

Explanatory Notes to Pro Forma Consolidated Statement of Operations

December 31, 2015

(dollar amounts in thousands, unless otherwise stated)

(Unaudited)

(1) These pro forma adjustments reflect the elimination of revenues and benefits, losses and expenses of the business sold

assuming the transaction occurred on January 1, 2015. See Explanatory Notes to the Consolidated Pro Forma Balance

Sheet for information related to the form of the sale transaction and the estimated gain on the sale transaction.

(2) This pro forma adjustment reflects the estimate of a full year amortization of the deferred gain on disposal of business.

The deferred gain on disposal of business is subject to change pending final determination of the net assets of the

business and other adjustments as shown in the Consolidated Pro Forma Balance Sheet and changes to information used

to determine the amortization pattern.

(3) This pro forma adjustment includes the removal of the direct incremental costs specific to the disposal.

Assurant, Inc.

Pro Forma Consolidated Balance Sheet

At December 31, 2015

	As Reported			Pro Forma Adjustment			Note	Pro Forma
	(in thousands except number of shares and per share amounts)
	(Unaudited)
Assets
Investments:
Fixed maturity securities available for sale, at fair value (amortized   cost - $9,470,795 as reported, $8,217,916 pro forma)	$	10,215,328		$	(1,396,296	)		$	8,819,032
Equity securities available for sale, at fair value (cost - $450,563 as   reported, $393,940 pro forma)	500,057			(59,178		)		440,879
Commercial mortgage loans on real estate, at amortized cost	1,151,256			(269,473		)		881,783
Policy loans	43,858			(1,685		)		42,173
Short-term investments	508,950			(1,109		)		507,841
Other investments	575,323			34,558				609,881
Total investments	12,994,772			(1,693,183		)	(1)	11,301,589
Cash and cash equivalents	1,288,305			930,411			(9)	2,218,716
Premiums and accounts receivable, net	1,260,717			(17,779		)	(3)	1,242,938
Reinsurance recoverables	7,470,403			1,146,727			(2)	8,617,130
Accrued investment income	129,743			(19,309		)	(1)	110,434
Deferred acquisition costs	3,150,934			(33,474		)	(4)	3,117,460
Property and equipment, at cost less accumulated depreciation	298,414			—				298,414
Income tax receivable	24,176			—				24,176
Goodwill	833,512			—				833,512
Value of business acquired	41,154			—				41,154
Other intangible assets, net	277,163			(12,972		)	(4)	264,191
Other assets	475,731			101,649			(6)(9)	577,380
Assets held in separate accounts	1,798,104			—				1,798,104
Total assets	$	30,043,128		$	402,070			$	30,445,198
Liabilities
Future policy benefits and expenses	$	9,466,694		$	(1,187	)	(3)	$	9,465,507
Unearned premiums	6,423,720			(90		)	(4)	6,423,630
Claims and benefits payable	3,896,719			(260,332		)	(3)	3,636,387
Commissions payable	393,260			(19,918		)	(4)	373,342
Reinsurance balances payable	132,728			—				132,728
Funds held under reinsurance	94,417			—				94,417
Deferred gain on disposal of businesses	92,327			529,724			(9)	622,051
Accounts payable and other liabilities	2,049,810			(75,235		)	(5)(6)(7)	1,974,575
Income taxes payable	—			239,686			(9)	239,686
Debt	1,171,382			—				1,171,382
Liabilities related to separate accounts	1,798,104			—				1,798,104
Total liabilities	25,519,161			412,648				25,931,809
Stockholders' Equity
Common stock	1,497			—				1,497
Additional paid-in capital	3,148,409			—				3,148,409
Retained earnings	4,856,674			84,304			(9)	4,940,978
Accumulated other comprehensive income	118,549			(94,882		)	(8)	23,667
Treasury stock, at cost	(3,601,162		)	—				(3,601,162		)
Total stockholders' equity	4,523,967			(10,578		)		4,513,389
Total liabilities and stockholders' equity	$	30,043,128		$	402,070			$	30,445,198

See Explanatory Notes to Pro Forma Consolidated Balance Sheet

Assurant, Inc.

Explanatory Notes to Pro Forma Consolidated Balance Sheet

December 31, 2015

(dollar amounts in thousands, unless otherwise stated)

(Unaudited)

(1) These pro forma adjustments reflect the transfer of invested assets and related accrued investment income to the buyer

and the reclassification of invested assets related to a modified coinsurance arrangement.

(2) Since this sale transaction is primarily in the form of reinsurance arrangements, the Company retains substantially all of

the policyholder liabilities of the sold business but records a reinsurance recoverable from buyer at closing.

(3) These pro forma adjustments reflect the novation of certain assumed reinsurance client contracts, therefore the insurance

assets and liabilities of the novated business are removed.

(4) These pro forma adjustments reflect removal and transfers of insurance contract-related assets and liabilities as part of the

reinsurance transaction and other assets sold.

(5) The pro forma adjustment to the deferred tax liability primarily reflects the elimination of the deferred tax liability

associated with unrealized appreciation on investments.

(6) Includes the disposition of the assets and liabilities of the legal entities and other assets previously presented as assets and

liabilities held for sale.

(7) Includes accruals for estimated transaction costs directly attributable to the sale of the business.

(8) Reflects the elimination of unrealized appreciation on investments transferred to the buyer.

(9) Using December 31, 2015 data, the following table reflects the estimated pre-tax and after-tax gain to be deferred and the

realized gain recognized at the time of closing the sale.

Adjusted purchase price, primarily comprised of a ceding commission	$	930,411
Adjusted book value of assets in excess of liabilities	(223,314		)
Removal of deferred acquisition cost	(33,474		)
Realized gain on disposal of business before transaction costs, pre-tax	(143,899		)
Deferred gain on disposal of business, pre-tax	$	529,724
Deferred gain on disposal of business, after-tax	$	344,321
Realized gain on disposal of business before transaction costs, pre-tax	$	143,899
Transaction costs accrued ($5,800 previously expensed)	(14,200		)
Realized gain on disposal of business, pre-tax	$	129,699
Realized gain on disposal of business, after-tax	$	84,304
The actual deferred gain and realized gain to be reported for the first quarter of 2016 is subject to change pending final determination of the net assets of the business, transaction costs and other adjustments.