UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
ANNUAL REPORT
Pursuant to Sections 13 or 15(d) of
the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2003
Commission File Number - 1-6026
THE MIDLAND COMPANY
Incorporated in Ohio
I.R.S. Employer Identification No. 31-0742526
7000 Midland Boulevard
Amelia, Ohio 45102-2607
Tel. (513) 943-7100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value.
Indicate by check mark whether the registrant (1) has filed all other reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2 of the Act).
Yes [X] No [ ]
At June 30, 2003, the aggregate market value of the voting and non-voting common stock held by nonaffiliates, which includes shares held by executive officers and directors, of the registrant at June 30, 2003 was $389,232,000 based on a closing price of $22.07 per share.
As of March 1, 2004, 18,736,329 shares of no par value common stock were issued and outstanding.
Documents Incorporated by Reference
Portions of the Annual Report to Shareholders for the fiscal year ended December 31, 2003 are incorporated by reference into Parts I, II and IV.
Portions of the Registrant’s Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held April 8, 2004 are incorporated by reference into Part III.
1
THE MIDLAND COMPANY
FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2003
| Certain statements made in this report are forward-looking and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These statements include certain discussions relating to future revenue, underwriting income, premium volume, investment income and other investment results, business strategies, profitability, liquidity, capital adequacy, anticipated capital expenditures and business relationships, as well as any other statements concerning the year 2004 and beyond. In some cases you can identify forward-looking statements by such terms as “may,” “will,” “could,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions or the negative versions of such expressions. The forward-looking statements involve risks and uncertainties that may cause results to differ materially from those anticipated in those statements. Factors that might cause results to differ from those anticipated include, without limitation, adverse weather conditions, changes in underwriting results affected by adverse economic conditions, fluctuations in the investment markets, changes in the retail marketplace, changes in the laws or regulations affecting the operations of Midland or its subsidiaries, changes in the business tactics or strategies of Midland, its subsidiaries or its current or anticipated business partners, the financial condition of Midland’s business partners, acquisitions or divestitures, changes in market forces, litigation and the other risk factors that have been identified in Midland’s filings with the SEC, any one of which might materially affect the operations of Midland or its subsidiaries. Any forward-looking statements speak only as of the date made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made. |
PART I
ITEM 1.
|
Business. | |
| Midland hereby incorporates by reference the inside cover and pages 6 through 13, 16 through 27 and 41 and 42 (Note 19) of its 2003 Annual Report to Shareholders. Midland was incorporated in Ohio in 1968 with its original predecessor company dating back to 1938. The approximate number of persons employed by Midland was 1,080 at December 31, 2003. | ||
| Property and Casualty Loss Reserves | ||
| Midland’s consolidated financial statements include the estimated liability (reserves) for unpaid losses and loss adjustment expenses (LAE) of its property and casualty insurance subsidiaries. The liability is presented net of amounts recoverable from salvage and subrogation and includes amounts recoverable from reinsurance for which receivables are recognized. | ||
| Midland establishes reserves for losses that have been reported and certain legal expenses on the “case basis” method. Claims incurred but not reported (“IBNR”) and other adjustment expenses are estimated using statistical procedures. Salvage and subrogation recoveries are accrued using the “case basis” method for large claims and statistical procedures for smaller claims. | ||
| Midland’s objective is to set reserves that are adequate; that is, the amounts originally recorded as reserves should at least equal the amounts ultimately expected to be required to settle losses. The property and casualty divisions’ reserves represent the Company’s best estimates of the total ultimate cost of claims that have been incurred but have not yet been paid. The estimates are based on past claims experience and reflect current claims trends as well as social, legal and economic conditions, including inflation. The reserves are not discounted. |
2
| Management reviews the loss and loss adjustment expense reserve development on a regular basis to determine whether the reserving assumptions and methods are appropriate. Reserves initially determined are compared to the amounts ultimately paid. Management regularly makes statistical estimates of the projected amounts necessary to settle outstanding claims, compares these estimates to the recorded reserves and adjusts the reserves as necessary. The adjustments are reflected in current operations. | ||
| The principle reason for differences between the loss and LAE liability reported in the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and that reported in the annual statements filed with state insurance departments in accordance with statutory accounting practices (“SAP”) relates to the reporting of reinsurance recoverables as receivables for GAAP purposes and as a reduction in reserves for SAP purposes. | ||
| Changes in Loss and LAE Reserves: | ||
| Midland’s table outlining changes in loss and LAE expenses was set forth in footnote 11 on page 38 of the 2003 Annual Report and is hereby incorporated by reference herein. This table is further discussed in Management’s Discussion and Analysis on page 19 of the 2003 Annual Report and is incorporated by reference herein. | ||
| Analysis of Loss and LAE Reserve Development | ||
| The following table presents the development of Midland’s property and casualty insurance subsidiaries estimated liability for the ten years prior to 2003. The top line of the table illustrates the estimated liability for unpaid losses and LAE recorded at the balance sheet date at the end of each of the indicated years. This liability represents the estimated amount of losses and LAE for claims arising in all prior years that were unpaid at the balance sheet date, including losses that had been incurred but not yet reported. | ||
| The upper portion of the table shows the re-estimated amount of the previously recorded liability based on experience as of the end of each succeeding year. The estimate was increased or decreased as more information became known about the frequency and severity of claims for individual years. Conditions and trends that have affected development of the liability in the past may not necessarily occur in the future. Accordingly, it may not be appropriate to extrapolate future redundancies or deficiencies based on this table. | ||
| The table shows the cumulative redundancy developed with respect to the previously recorded liability for all years as of the end of 2003. For example, the 1997 reserve of $81,901,000 has been re-estimated as of year-end 2003 to be $76,592,000, indicating a redundancy of $5,309,000. | ||
| The lower section of the table shows the cumulative amount paid with respect to the previously recorded liability as of the end of each succeeding year. For example, as of December 31, 2003, the Company had paid $73,237,000 of the currently estimated $76,592,000 of losses and LAE that had been incurred as of the end of 1997; thus an estimated $3,355,000 of losses incurred as of the end of 1997 remain unpaid as of the current financial statement date. | ||
| In using this information, it should be noted that this table does not present accident or policy year development data which readers may be more accustomed to analyzing. Each amount in each column includes amounts applicable to the year over the column and all prior years. For example, the amounts included in the 1997 column include amounts related to 1997 and all prior years. | ||
| The unfavorable reserve development of $12.0 million relative to the reserves outstanding at December 31, 2002 is primarily due to higher than expected loss development emanating from the commercial liability line products, and to a lesser extent, the motorcycle product. Midland exited the commercial liability lines in September 2001. |
3
Analysis of Loss and Loss Adjustment Expense Development
(Amounts in 000’s)
| December 31 |
1993 |
1994 |
1995 |
1996 |
1997 |
1998 |
1999 |
2000 |
2001 |
2002 |
2003 |
|||||||||||||||||||||||||||||||||
Reserve for Unpaid Losses,
net of reinsurance |
$ | 27,744 | $ | 37,481 | $ | 47,712 | $ | 64,784 | $ | 81,901 | $ | 88,267 | $ | 89,325 | $ | 95,022 | $ | 102,858 | $ | 115,584 | $ | 149,478 | ||||||||||||||||||||||
Net Reserve Re-estimated as of: |
||||||||||||||||||||||||||||||||||||||||||||
One Year Later |
25,668 | 30,134 | 51,483 | 70,014 | 79,781 | 78,089 | 82,373 | 90,843 | 94,487 | 127,615 | ||||||||||||||||||||||||||||||||||
Two Years Later |
22,686 | 32,074 | 53,467 | 67,310 | 77,148 | 77,774 | 80,928 | 90,613 | 101,466 | |||||||||||||||||||||||||||||||||||
Three Years Later |
21,154 | 31,880 | 52,418 | 66,442 | 76,110 | 76,477 | 80,620 | 91,885 | ||||||||||||||||||||||||||||||||||||
Four Years Later |
20,966 | 31,734 | 51,688 | 66,060 | 76,620 | 76,833 | 81,569 | |||||||||||||||||||||||||||||||||||||
Five Years Later |
20,688 | 31,155 | 51,087 | 65,674 | 76,359 | 76,276 | ||||||||||||||||||||||||||||||||||||||
Six Years Later |
20,629 | 31,130 | 51,298 | 66,702 | 76,592 | |||||||||||||||||||||||||||||||||||||||
Seven Years Later |
20,962 | 31,113 | 51,543 | 66,970 | ||||||||||||||||||||||||||||||||||||||||
Eight Years Later |
20,913 | 31,228 | 51,826 | |||||||||||||||||||||||||||||||||||||||||
Nine Years Later |
20,972 | 31,339 | ||||||||||||||||||||||||||||||||||||||||||
Ten Years Later |
20,972 | |||||||||||||||||||||||||||||||||||||||||||
Net Cumulative
Redundancy/(Deficiency) |
$ | 6,772 | $ | 6,142 | $ | (4,114 | ) | $ | (2,186 | ) | $ | 5,309 | $ | 11,991 | $ | 7,756 | $ | 3,137 | $ | 1,392 | $ | (12,031 | ) | |||||||||||||||||||||
Cumulative Amount of Reserve Paid,
Net of Reinsurance Through: |
||||||||||||||||||||||||||||||||||||||||||||
One Year Later |
$ | 9,684 | $ | 19,040 | $ | 31,471 | $ | 37,307 | $ | 42,795 | $ | 40,785 | $ | 43,532 | $ | 52,634 | $ | 54,160 | $ | 70,986 | ||||||||||||||||||||||||
Two Years Later |
18,445 | 26,471 | 41,785 | 51,461 | 57,677 | 55,959 | 57,381 | 66,936 | 70,997 | |||||||||||||||||||||||||||||||||||
Three Years Later |
19,930 | 29,237 | 47,434 | 58,716 | 65,610 | 63,511 | 65,654 | 75,447 | ||||||||||||||||||||||||||||||||||||
Four Years Later |
20,427 | 30,425 | 49,596 | 61,913 | 69,376 | 67,707 | 71,261 | |||||||||||||||||||||||||||||||||||||
Five Years Later |
20,558 | 30,770 | 50,051 | 63,728 | 71,621 | 70,683 | ||||||||||||||||||||||||||||||||||||||
Six Years Later |
20,598 | 30,846 | 50,685 | 64,363 | 73,237 | |||||||||||||||||||||||||||||||||||||||
Seven Years Later |
20,953 | 30,971 | 50,886 | 65,066 | ||||||||||||||||||||||||||||||||||||||||
Eight Years Later |
20,968 | 31,014 | 51,254 | |||||||||||||||||||||||||||||||||||||||||
Nine Years Later |
20,972 | 31,061 | ||||||||||||||||||||||||||||||||||||||||||
Ten Years Later |
20,972 | |||||||||||||||||||||||||||||||||||||||||||
Net Reserve - December 31 |
$ | 37,481 | $ | 47,712 | $ | 64,784 | $ | 81,901 | $ | 88,267 | $ | 89,325 | $ | 95,022 | $ | 102,858 | $ | 115,584 | $ | 149,478 | ||||||||||||||||||||||||
Reinsurance Recoverables |
14,597 | 13,785 | 24,208 | 26,433 | 20,430 | 24,114 | 16,720 | 19,309 | 16,119 | 20,453 | ||||||||||||||||||||||||||||||||||
Gross Reserve-December 31 |
$ | 52,078 | $ | 61,497 | $ | 88,992 | $ | 108,334 | $ | 108,697 | $ | 113,439 | $ | 111,742 | $ | 122,167 | $ | 131,703 | $ | 169,931 | ||||||||||||||||||||||||
Net Re-estimated Reserve |
$ | 31,339 | $ | 51,826 | $ | 66,970 | $ | 76,592 | $ | 76,276 | $ | 81,569 | $ | 91,885 | $ | 101,466 | $ | 127,615 | ||||||||||||||||||||||||||
Re-estimated Reinsurance |
$ | 12,205 | $ | 14,974 | $ | 25,025 | $ | 24,720 | $ | 17,655 | $ | 22,020 | $ | 16,168 | $ | 19,048 | $ | 17,797 | ||||||||||||||||||||||||||
Gross Re-estimated Reserve |
$ | 43,544 | $ | 66,800 | $ | 91,995 | $ | 101,312 | $ | 93,931 | $ | 103,589 | $ | 108,053 | $ | 120,514 | $ | 145,412 | ||||||||||||||||||||||||||
Gross Cumulative
Redundancy/(Deficiency) |
$ | 8,534 | $ | (5,303 | ) | $ | (3,003 | ) | $ | 7,022 | $ | 14,766 | $ | 9,850 | $ | 3,689 | $ | 1,653 | $ | (13,709 | ) | |||||||||||||||||||||||
4
| Seasonality | ||
| Incurred losses, and thus the results of operations, for Midland are dependent in some respect on seasonal weather patterns. For example, for the past few years, growth in seasonal type insurance products such as the motorcycle and watercraft products has outpaced the growth in our other property and casualty products. This has increased the seasonality of our product mix as non-catastrophe losses from these products are expected to be higher in the second and third quarters of the year when usage of these products tends to be highest. Manufactured housing catastrophe losses also tend to be greater in the second and third quarters when severe weather conditions are likely to occur. Gross written premium from the motorcycle, watercraft and manufactured housing products amounted to $411.3 million in 2003 which represents 62% of the total property and casualty gross written premium for the year. | ||
| Reinsurance | ||
| Midland attempts to mitigate its risk to such unpredictable weather patterns by diversifying the geographic areas covered and by reinsuring certain levels of risk with other insurance companies. By reinsuring certain levels and types of insurable risk with other insurance companies, Midland limits its exposure to losses to that portion of the insurable risk it retains. However, failure of the reinsurer to honor their obligation could result in losses to Midland, as the reinsurance contracts do not relieve Midland of its obligations to policyholders. Midland continually evaluates the financial condition of its reinsurers to minimize its exposure to losses from reinsurer insolvencies and does not believe it holds any significant concentration of credit risk arising from any single reinsurer or any similar geographic region, activity or economic characteristic associated with its reinsurers. Midland fully expects its reinsurers to honor their obligations. As of December 31, 2003 Midland is owed $5.1 million from reinsurers for claims that have been paid and for which a contractual obligation to collect from a reinsurer exists. Midland has not experienced any significant uncollectible reinsurance amounts or coverage disputes with its reinsurers historically and the composition of its reinsurers has not changed significantly in recent years. | ||
| Significant Customer | ||
| As indicated in Industry Segments, Note 19 to Midland’s 2003 consolidated financial statements, Midland’s wholly owned subsidiary, American Modern Insurance Group, receives significant revenues from one customer, GreenTree Insurance Agency, Inc. (formerly Conseco Agency, Inc.). In 2003, the revenues related to GreenTree (earned premium net of amounts ceded to reinsurers) were less than 10% of Midland’s consolidated revenues. For the years ended December 31, 2002 and 2001 the revenues related to GreenTree were $78.6 million and $80.7 million, respectively, and were more than 10% of Midland’s consolidated revenues. The receivable balance from GreenTree has decreased from continued collections to $4.8 million at December 31, 2003, down from $11.1 million and $20.7 million at December 31, 2002 and 2001, respectively. The GreenTree receivable is current at December 31, 2003. | ||
| Website Address | ||
| Midland’s website address is www.midlandcompany.com. Midland’s annual, quarterly and other periodic filings and current reports on Form 8-K are available free of charge on or through this website. | ||
ITEM 2.
|
Properties. | |
| Midland owns its 275,000 square foot principal offices located in Amelia, Ohio. Midland’s insurance subsidiaries lease office space in Amelia, Ohio, Montgomery, Alabama, Atlanta, Georgia, St. Louis, Missouri, Grand Rapids, Michigan and West Des Moines, Iowa. Midland’s transportation subsidiaries lease offices in Metairie, Louisiana and St. Louis, Missouri. | ||
ITEM 3.
|
Legal Proceedings. | |
| None. | ||
ITEM 4.
|
Submission of Matters to a Vote of Security Holders. | |
| None during the fourth quarter. |
5
PART II
ITEM 5.
|
Market for the Registrant’s Common Equity and Related Stockholder Matters. Incorporated by reference to pages 41 (Note 16) and 44 of Midland’s 2003 Annual Report to Shareholders. The number of holders of Midland’s common stock at December 31, 2003 was approximately 2,600. Midland’s common stock is registered on the NASDAQ National Market (MLAN). The table required by Regulation S-K Item 201(d) which appears in the proxy materials is hereby incorporated by reference. |
ITEM 6.
|
Selected Financial Data. | |
| Incorporated by reference to “Six Year Financial Summary Data” on pages 14 and 15 of Midland’s 2003 Annual Report to Shareholders. |
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations. | |
| Incorporated by reference to pages 16 through 27 of Midland’s 2003 Annual Report to Shareholders. |
ITEM 7A.
|
Quantitative and Qualitative Disclosures about Market Risk | |
| Incorporated by reference to “Market Risk” section of Management’s Discussion and Analysis of Financial Conditions and Results from Operations on page 27 of Midland’s 2003 Annual Report to Shareholders. |
ITEM 8.
|
Financial Statements and Supplementary Data. | |
| Incorporated by reference to pages 28 through 44 of Midland’s 2003 Annual Report to Shareholders. |
ITEM 9.
|
Changes In and Disagreements with Accountants on Accounting and Financial Disclosures. | |
| None. |
ITEM 9A.
|
Controls and Procedures. | |
| At the end of the period covered by this report (the “Evaluation Date”), we carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon this evaluation, our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective. | ||
| The company maintains a system of internal control over financial reporting. There have been no changes in the company’s internal control over financial reporting that occurred during the company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting. |
PART III
ITEM 10.
|
Directors and Executive Officers of the Registrant. | |
| Incorporated by reference to Midland’s Proxy Statement dated March 10, 2004. |
ITEM 11.
|
Executive Compensation. | |
| Incorporated by reference to Midland’s Proxy Statement dated March 10, 2004. |
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management. | |
| Incorporated by reference to Midland’s Proxy Statement dated March 10, 2004. |
6
ITEM 13.
|
Certain Relationships and Related Transactions. | |
| Incorporated by reference to Midland’s Proxy Statement dated March 10, 2004. |
ITEM 14.
|
Principal Accounting Fees and Services. | |
| Incorporated by reference to Midland’s Proxy Statement dated March 10, 2004. |
PART IV
ITEM 15.
|
Exhibits, Financial Statement Schedules, and Reports on Form 8-K. |
| (a) | 1. Financial Statements. | |
| Incorporated by reference in Part II of this report: |
Independent Auditors’ Report. |
||||
Consolidated Balance Sheets, December 31, 2003 and 2002. |
||||
Consolidated Statements of Income for the Years
Ended December 31, 2003, 2002 and 2001. |
||||
Consolidated Statements of Changes in Shareholders’ Equity
for the Years Ended December 31, 2003, 2002 and 2001. |
||||
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2003, 2002 and 2001. |
||||
Notes to Consolidated Financial Statements. |
| (a) | 2. Financial Statement Schedules. | |
| Included in Part IV of this report: |
| Page |
||||
Independent Auditors’ Consent and Report on Schedules. |
12 | |||
Schedule I - Summary of Investments - Other than Investments
in Related Parties - December 31, 2003 |
13 | |||
Schedule II - Condensed Financial Information of Registrant |
14-18 | |||
Schedule III - Supplementary Insurance Information for the
Years Ended December 31, 2003, 2002 and 2001 |
19 | |||
Schedule IV - Reinsurance for the Years Ended
December 31, 2003, 2002 and 2001 |
20 | |||
Schedule V - Valuation and Qualifying Accounts for the
Years Ended December 31, 2003, 2002 and 2001 |
21 | |||
Schedule VI - Supplemental Information Concerning Property -
Casualty Insurance Operations for the Years Ended
December 31, 2003, 2002 and 2001 |
22 | |||
| (b) | Reports on Form 8-K – None. |
| (c) | Exhibits. |
3.1
|
Articles of Incorporation - Filed as Exhibit 3(i) to the Registrant’s Form 10-Q for the quarter ended June 30, 1998 and incorporated herein by reference. | |
3.2
|
Code of Regulations (Amended and Restated) - Filed as Exhibit 3(ii) to the Registrant’s Form 10-Q for the quarter ended June 30, 2000 and incorporated herein by reference. |
7
10.1
|
The Midland Company 2002 Employee Incentive Stock Plan (Amended and Restated)* - Incorporated by Reference to Registrant’s Proxy Statement dated March 12, 2002; amended to include amendments set forth in Registrant’s Proxy Statement dated March 10, 2004, which is incorporated herein by reference. | |
10.2
|
The Midland Company 2002 Restricted Stock and Stock Option Plan for Non-Employee Directors* - Incorporated by Reference to the Registrant’s Proxy Statement dated March 12, 2002. | |
10.3
|
The Midland Company 1992 Employee Incentive Stock Plan (Amended and Restated)* - Filed as Exhibit 10.1 to the Registrant’s Form 10-K for the year ended December 31, 2000 and incorporated herein by reference. | |
10.4
|
Annual Incentive Plan* - Filed herewith. | |
10.5
|
Executive Annual Incentive Plan* - Set forth in Registrant’s Proxy Statement dated March 10, 2004, which is incorporated herein by reference. | |
10.6
|
Consulting Agreements with J. P. Hayden, Jr., Michael J. Conaton, John R. LaBar and Robert W. Hayden - Filed as Exhibits 10.4(a)*, 10.4(b)*, 10.4(c)* and 10.4(d)* to the Registrant’s Form 10-K for the year ended December 31, 2000 and incorporated herein by reference. | |
10.7
|
Employee Retention Agreements with Joseph P. Hayden III, John W. Hayden, John I. Von Lehman and Paul T. Brizzolara - Filed as Exhibits 10.5(a)*, 10.5(b)*, 10.5(c)* and 10.5(d)* to the Registrant’s Form 10-K for the year ended December 31, 2000 and incorporated herein by reference. | |
10.8
|
The Midland Guardian Co. Salaried Employees 401(k) Savings Plan, The Midland Company 2000 Associate Discount Stock Purchase Plan and The Midland Company Stock Option Plan for Non-Employee Directors - Incorporated by Reference to Registrant’s Registration Statement No. 333-40560 on Form S-8. | |
10.9
|
The Midland Company Dividend Reinvestment Plan - Incorporated by Reference to Registrant’s Registration Statement No. 033-64821 on Form S-3. | |
10.10
|
The Midland Company Non-Employee Director Deferred Compensation Plan, The Midland Company Supplemental Retirement Plan*, Midland-Guardian Co. Salaried Employees’ Non-Qualified Savings Plan*, Midland-Guardian Co. Non-Qualified Self-Directed Retirement Plan*, The Midland Company Stock Option Plan for Non-Employee Directors as Amended January 2000 filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to the Registrant’s Form 10-Q for the quarter ended June 30, 2001 and incorporated herein by reference. | |
13.
|
2003 Annual Report to Shareholders - filed herewith. Only portions of the 2003 Annual Report to Shareholders specifically incorporated by reference in this Form 10-K are filed herewith. The letter from management to shareholders included in the 2003 Annual Report is expressly not incorporated herein by reference. |
8
| Page |
||||||
21. |
Subsidiaries of the Registrant – filed herewith. | 26 | ||||
23. |
Independent Auditors’ Consent - Included in Consent and Report on Schedules referred to under Item 15(a)2 above. | |||||
31.1 |
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. | 27 | ||||
31.2 |
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. | 29 | ||||
32.1 |
Certification of Chief Executive Officer Pursuant to 18 U.S.C. § 1350. | 31 | ||||
32.2 |
Certification of Chief Financial Officer Pursuant to 18 U.S.C. § 1350. | 32 | ||||
| * | Management Compensatory Plan or Arrangement |
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THE MIDLAND COMPANY | ||
| Signature |
Title |
Date |
||
/s/ J. P. Hayden III (J. P. Hayden III) |
Chairman of the Board and
Chief Operating Officer
|
March 12, 2004 | ||
/s/ John W. Hayden (John W. Hayden) |
President and
Chief Executive Officer
|
March 12, 2004 | ||
/s/ John I. Von Lehman (John I. Von Lehman) |
Executive Vice President,
Chief Financial and
Accounting Officer
and Secretary
|
March 12, 2004 |
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| THE MIDLAND COMPANY | ||
| Signature |
Title |
Date |
||
/S/ James E. Bushman (James E. Bushman) |
Director | March 12, 2004 | ||
/S/ James H. Carey (James H. Carey) |
Director | March 12, 2004 | ||
/S/ Michael J. Conaton (Michael J. Conaton) |
Director | March 12, 2004 | ||
/S/ Jerry A. Grundhofer (Jerry A. Grundhofer) |
Director | March 12, 2004 | ||
/S/ J. P. Hayden, Jr. (J. P. Hayden, Jr.) |
Chairman of the Executive
Committee of the Board
and Director
|
March 12, 2004 | ||
/S/ J. P. Hayden III (J. P. Hayden III) |
Chairman of the Board,
Chief Operating Officer
and Director
|
March 12, 2004 | ||
/S/ John W. Hayden (John W. Hayden) |
President, Chief Executive
Officer and Director
|
March 12, 2004 | ||
/S/ Robert W. Hayden (Robert W. Hayden) |
Director | March 12, 2004 | ||
/S/ William T. Hayden (William T. Hayden) |
Director | March 12, 2004 | ||
/S/ William J. Keating, Jr. (William J. Keating, Jr.) |
Director | March 12, 2004 | ||
/S/ John R. LaBar (John R. LaBar) |
Director | March 12, 2004 | ||
/S/ Richard M. Norman (Richard M. Norman) |
Director |