These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
|
|
|
ý
|
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
Ohio
|
|
34-0963169
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
6300 Wilson Mills Road, Mayfield Village, Ohio
|
|
44143
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Shares, $1.00 Par Value
|
|
New York Stock Exchange
|
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
¨
|
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
|
•
|
Personal Lines
– A Group President manages our Personal Lines business, which includes insurance for personal autos and special lines products (e.g., motorcycles, ATVs, RVs, mobile homes, watercraft, snowmobiles, and similar items):
|
•
|
We currently write personal auto insurance in all 50 of the United States, the District of Columbia, and on an Internet-only basis in Australia. Our personal auto management group is organized by state into four geographic regions in the United States, plus a region for Australia. Each region is led by a general manager. We have a separate manager for our California Agency organization.
|
•
|
We write the majority of our special lines products in all 50 states. Our special lines management group is organized by product and led by a general manager.
|
•
|
Commercial Lines
– A Group President manages our Commercial Lines business, which offers products in 49 states; we do not currently write Commercial Lines in Hawaii or the District of Columbia. The Commercial Lines business is organized by state, with product managers responsible for local implementation. These state-level managers are led by two regional directors who report to a general manager.
|
•
|
Claims
– A Group President manages our Claims business function, which is organized into four groups. Three of the groups are based on geographic region, and one is a countrywide group that provides various claims-related services, including catastrophe response and special investigations. Each group is headed by a general manager, and each handles both Personal Lines and Commercial Lines claims.
|
•
|
Personal auto insurance
represented approximately 90% of our total Personal Lines net premiums written for each of the last three years. This business includes Snapshot
®
, our usage-based insurance program, which is available to consumers through both the Agency and Direct channels in 44 states and the District of Columbia and to consumers in Massachusetts only on a Direct basis; continued expansion is planned for 2014, depending on regulatory approval. During 2013, the annual premiums from customers choosing Snapshot surpassed $2 billion.
|
•
|
Special lines products
include insurance for motorcycles, ATVs, RVs, mobile homes, watercraft, snowmobiles, and similar items, and represent about 10% of our Personal Lines business. Due to the nature of these products, we typically experience higher losses during the warmer weather months. Our competitors are specialty companies and large multi-line insurance carriers. Although industry figures are not available, based on our analysis of this market, we believe that we are one of the largest participants in the specialty personal lines market, and that we have been the market share leader for the motorcycle product since 1998. We also offer a personal umbrella insurance product in 37 states and the District of Columbia through certain independent agents and to Direct customers via telephone.
|
•
|
The Agency business
includes business written by our network of more than 35,000 independent insurance agencies located throughout the United States, including brokerages in New York and California. T
hese independent insurance agents and brokers have the ability to place business with Progressive for specified insurance coverages within prescribed underwriting guidelines, subject to compliance with company-mandated procedures. Our guidelines prescribe the kinds and amounts of coverage that may be written and the premium rates that may be charged for
specified
categories of risk. The agents and brokers do not have authority on behalf of Progressive to establish underwriting guidelines, develop rates, settle or adjust claims, or enter into other transactions or commitments. The Agency business also writes insurance through strategic alliance business relationships with other insurance companies, financial institutions, and national agencies. The total net premiums written through the Agency business represented 56% of our Personal Lines volume in both
2013
and
2012
, compared to 57% in
2011
.
|
•
|
The Direct business
includes business written directly by us online, via mobile devices, and over the phone. The Direct business represented 44% of our Personal Lines volume in both
2013
and
2012
, compared to 43% in
2011
.
|
•
|
Business auto
– autos, vans, and pick-up trucks used by small businesses, such as retailing, farming, services, and private trucking
|
•
|
For-hire transportation
– tractors, trailers, and straight trucks primarily used by regional general freight and expeditor-type businesses and non-fleet long-haul operators
|
•
|
Contractor
– vans, pick-up trucks, and dump trucks used by small businesses, such as artisans, heavy construction, and landscapers/snowplowers
|
•
|
For-hire specialty
– dump trucks, log trucks, and garbage trucks used by dirt, sand and gravel, logging, and coal-type businesses, and
|
•
|
Tow
– tow trucks and wreckers used in towing services and gas/service station businesses.
|
•
|
Commercial Auto Insurance Procedures/Plans (CAIP)
– We are the only servicing carrier on a nationwide basis for CAIP, which are state-supervised plans servicing the involuntary market in 42 states and the District of Columbia. As a service provider, we provide policy issuance and claims adjusting services and collect fee revenue that is earned on a pro rata basis over the terms of the related policies. We have an agreement with AIPSO (the national organization responsible for administering the involuntary insurance market) under which we will receive a supplemental fee, when necessary, to satisfy a minimum servicing fee requirement; this agreement is scheduled to expire on August 31, 2014. We cede 100% of the premiums and losses to the plans. Reimbursements to us from the CAIP plans are required by state laws and regulations. Material violations of contractual service standards can result in ceding restrictions for the affected business. We have maintained, and plan to continue to maintain, compliance with these standards. Any changes in our participation as a CAIP service provider would not materially affect our financial condition, results of operations, or cash flows.
|
•
|
Commission-Based Businesses
– We have two commission-based service businesses.
|
•
|
Licensing of insurers and agents
|
•
|
Capital and surplus requirements
|
•
|
Statutory accounting principles specific to insurance companies and the content of required financial and other reports
|
•
|
Requirements for establishing insurance reserves
|
•
|
Investments
|
•
|
Acquisitions of insurers and transactions between insurers and affiliates
|
•
|
Limitations on rates of return or profitability
|
•
|
Rating criteria, rate levels, and rate changes
|
•
|
Insolvencies of insurance companies
|
•
|
Assigned risk programs
|
•
|
Authority to exit a business, and
|
•
|
Numerous requirements relating to other areas of insurance operations, including: required coverages, policy forms, underwriting standards, and claims handling.
|
•
|
the insurer’s financial statements under statutory accounting principles
|
•
|
details concerning claims reserves held by the insurer
|
•
|
specific investments held by the insurer, and
|
•
|
numerous other disclosures about the insurer’s financial condition and operations.
|
|
|
|
Category
|
GAAP Accounting
|
SAP Accounting
|
Acquisition
Expenses
|
Commissions, premium taxes, and other variable costs incurred in connection with the successful acquisition of new and renewal business are capitalized and amortized pro rata over the policy term as premiums are earned.
|
Commissions, premium taxes, and all other acquisition expenses are expensed as incurred.
|
Non-admitted
Assets
|
Premiums receivable are reported net of an allowance for doubtful accounts.
|
Premiums receivable over 90 days past due are “non-admitted,” which means they are excluded from surplus. For premium receivable less than 90 days past due, we also estimate a bad debt reserve.
|
|
Furniture, equipment, application software, leasehold improvements, and prepaid expenses are capitalized and amortized over their useful lives or periods benefited.
|
Excluding computer equipment and operating software, the value of all other furniture, equipment, application software, leasehold improvements, and prepaid expenses, net of accumulated depreciation or amortization, is non-admitted against surplus. Computer equipment and operating software are capitalized, subject to statutory limitations based on surplus, and depreciated over three years.
|
|
Deferred tax assets are recorded based on estimated future tax effects attributable to temporary differences. A valuation allowance would be recorded for any tax benefits that are not expected to be realized.
|
The accounting for deferred tax assets is consistent with GAAP, except for deferred tax assets that do not meet statutory requirements for recognition, which are non-admitted against surplus.
|
Reinsurance
|
Ceded reinsurance balances are shown as an asset on the balance sheet as “prepaid reinsurance premiums” and “reinsurance recoverables.”
|
Ceded unearned premiums are netted against the “unearned premiums” liability. Ceded unpaid loss and loss adjustment expense (LAE) amounts are netted against “loss and LAE reserves.” Only ceded paid loss and LAE are shown as a “reinsurance recoverables” asset.
|
Investment
Valuation
|
Fixed-maturity securities, which are classified as available-for-sale, are reported at fair values.
|
Fixed-maturity securities are reported at amortized cost or the lower of amortized cost or fair value, depending on the NAIC designation of the security.
|
|
Preferred stocks, both redeemable and nonredeemable, are reported at fair values.
|
Redeemable preferred stocks are reported at amortized cost or the lower of amortized cost or fair value, depending on the NAIC designation of the security. Nonredeemable preferred stocks are reported at fair value, consistent with GAAP.
|
Federal Income
Taxes
|
Federal tax expense includes current and deferred income taxes.
|
For income statement reporting, federal tax expense only includes the current tax provision. Deferred taxes are posted to surplus. SAP deferred tax assets are subject to certain limitations on admissibility.
|
(millions)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Balance at January 1
|
$
|
7,838.4
|
|
|
$
|
7,245.8
|
|
|
$
|
7,071.0
|
|
Less reinsurance recoverables on unpaid losses
|
862.1
|
|
|
785.7
|
|
|
704.1
|
|
|||
Net balance at January 1
|
6,976.3
|
|
|
6,460.1
|
|
|
6,366.9
|
|
|||
Incurred related to:
|
|
|
|
|
|
||||||
Current year
|
12,427.3
|
|
|
11,926.0
|
|
|
10,876.8
|
|
|||
Prior years
|
45.1
|
|
|
22.0
|
|
|
(242.0
|
)
|
|||
Total incurred
|
12,472.4
|
|
|
11,948.0
|
|
|
10,634.8
|
|
|||
Paid related to:
|
|
|
|
|
|
||||||
Current year
|
8,095.0
|
|
|
7,895.3
|
|
|
7,289.3
|
|
|||
Prior years
|
3,919.9
|
|
|
3,536.5
|
|
|
3,252.3
|
|
|||
Total paid
|
12,014.9
|
|
|
11,431.8
|
|
|
10,541.6
|
|
|||
Net balance at December 31
|
7,433.8
|
|
|
6,976.3
|
|
|
6,460.1
|
|
|||
Plus reinsurance recoverables on unpaid losses
|
1,045.9
|
|
|
862.1
|
|
|
785.7
|
|
|||
Balance at December 31
|
$
|
8,479.7
|
|
|
$
|
7,838.4
|
|
|
$
|
7,245.8
|
|
ANALYSIS OF LOSS AND LOSS ADJUSTMENT EXPENSES DEVELOPMENT
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
($ in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
2003
|
|
2004
|
|
2005
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||||||||||||||
LIABILITY FOR UNPAID LOSSES AND LAE - GROSS
|
$
|
4,576.3
|
|
|
$
|
5,285.6
|
|
|
$
|
5,660.3
|
|
|
$
|
5,725.0
|
|
|
$
|
5,942.7
|
|
|
$
|
6,177.4
|
|
|
$
|
6,653.0
|
|
|
$
|
7,071.0
|
|
|
$
|
7,245.8
|
|
|
$
|
7,838.4
|
|
|
$
|
8,479.7
|
|
LESS: REINSURANCE RECOVERABLES ON UNPAID LOSSES
|
229.9
|
|
|
337.1
|
|
|
347.2
|
|
|
361.4
|
|
|
287.5
|
|
|
244.5
|
|
|
529.4
|
|
|
704.1
|
|
|
785.7
|
|
|
862.1
|
|
|
1,045.9
|
|
|||||||||||
LIABILITY FOR UNPAID LOSSES AND LAE - NET
1
|
4,346.4
|
|
|
4,948.5
|
|
|
5,313.1
|
|
|
5,363.6
|
|
|
5,655.2
|
|
|
5,932.9
|
|
|
6,123.6
|
|
|
6,366.9
|
|
|
6,460.1
|
|
|
6,976.3
|
|
|
7,433.8
|
|
|||||||||||
PAID (CUMULATIVE) AS OF:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
One year later
|
2,233.8
|
|
|
2,355.5
|
|
|
2,662.1
|
|
|
2,897.4
|
|
|
3,036.9
|
|
|
3,172.0
|
|
|
3,047.0
|
|
|
3,252.3
|
|
|
3,536.5
|
|
|
3,919.9
|
|
|
|
||||||||||||
Two years later
|
3,148.1
|
|
|
3,430.6
|
|
|
3,931.0
|
|
|
4,240.4
|
|
|
4,361.4
|
|
|
4,427.8
|
|
|
4,348.4
|
|
|
4,724.0
|
|
|
5,111.6
|
|
|
—
|
|
|
|
||||||||||||
Three years later
|
3,642.5
|
|
|
3,999.9
|
|
|
4,584.7
|
|
|
4,856.2
|
|
|
4,966.1
|
|
|
5,031.7
|
|
|
5,007.9
|
|
|
5,459.4
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||||
Four years later
|
3,873.0
|
|
|
4,269.6
|
|
|
4,839.1
|
|
|
5,121.9
|
|
|
5,227.5
|
|
|
5,314.7
|
|
|
5,323.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||||
Five years later
|
3,977.1
|
|
|
4,368.6
|
|
|
4,948.7
|
|
|
5,229.0
|
|
|
5,340.1
|
|
|
5,452.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||||
Six years later
|
4,012.5
|
|
|
4,419.2
|
|
|
4,995.6
|
|
|
5,282.1
|
|
|
5,402.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||||
Seven years later
|
4,034.4
|
|
|
4,445.7
|
|
|
5,023.7
|
|
|
5,317.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||||
Eight years later
|
4,047.3
|
|
|
4,459.8
|
|
|
5,042.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||||
Nine years later
|
4,054.9
|
|
|
4,467.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||||
Ten years later
|
4,060.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||||
LIABILITY RE-ESTIMATED AS OF:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
One year later
|
4,237.3
|
|
|
4,592.6
|
|
|
5,066.2
|
|
|
5,443.9
|
|
|
5,688.4
|
|
|
5,796.9
|
|
|
5,803.2
|
|
|
6,124.9
|
|
|
6,482.1
|
|
|
7,021.4
|
|
|
|
||||||||||||
Two years later
|
4,103.3
|
|
|
4,485.2
|
|
|
5,130.5
|
|
|
5,469.8
|
|
|
5,593.8
|
|
|
5,702.1
|
|
|
5,647.7
|
|
|
6,074.4
|
|
|
6,519.6
|
|
|
—
|
|
|
|
||||||||||||
Three years later
|
4,048.0
|
|
|
4,501.6
|
|
|
5,093.6
|
|
|
5,381.9
|
|
|
5,508.0
|
|
|
5,573.8
|
|
|
5,575.0
|
|
|
6,075.9
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||||
Four years later
|
4,070.0
|
|
|
4,471.0
|
|
|
5,046.7
|
|
|
5,336.5
|
|
|
5,442.1
|
|
|
5,538.5
|
|
|
5,564.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||||
Five years later
|
4,073.7
|
|
|
4,475.5
|
|
|
5,054.6
|
|
|
5,342.8
|
|
|
5,452.8
|
|
|
5,580.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||||
Six years later
|
4,072.4
|
|
|
4,486.4
|
|
|
5,060.8
|
|
|
5,352.8
|
|
|
5,475.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||||
Seven years later
|
4,080.5
|
|
|
4,486.3
|
|
|
5,070.2
|
|
|
5,369.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||||
Eight years later
|
4,077.8
|
|
|
4,493.3
|
|
|
5,081.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||||
Nine years later
|
4,082.7
|
|
|
4,497.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||||
Ten years later
|
4,086.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||||
NET CUMULATIVE DEVELOPMENT FAVORABLE/
(UNFAVORABLE)
|
$
|
260.3
|
|
|
$
|
451.0
|
|
|
$
|
231.4
|
|
|
$
|
(6.1
|
)
|
|
$
|
179.6
|
|
|
$
|
352.9
|
|
|
$
|
559.0
|
|
|
$
|
291.0
|
|
|
$
|
(59.5
|
)
|
|
$
|
(45.1
|
)
|
|
|
||
PERCENTAGE
2
|
6.0
|
|
|
9.1
|
|
|
4.4
|
|
|
(.1
|
)
|
|
3.2
|
|
|
5.9
|
|
|
9.1
|
|
|
4.6
|
|
|
(.9
|
)
|
|
(.6
|
)
|
|
|
||||||||||||
RE-ESTIMATED LIABILITY FOR UNPAID LOSSES AND LAE - GROSS
|
$
|
4,463.2
|
|
|
$
|
5,005.0
|
|
|
$
|
5,688.2
|
|
|
$
|
6,033.7
|
|
|
$
|
6,175.5
|
|
|
$
|
6,319.6
|
|
|
$
|
6,360.3
|
|
|
$
|
6,963.8
|
|
|
$
|
7,446.5
|
|
|
$
|
8,020.4
|
|
|
|
||
LESS: RE-ESTIMATED REINSURANCE RECOVERABLES ON UNPAID LOSSES
|
377.1
|
|
|
507.5
|
|
|
606.5
|
|
|
664.0
|
|
|
699.9
|
|
|
739.6
|
|
|
795.7
|
|
|
887.9
|
|
|
926.9
|
|
|
999.0
|
|
|
|
||||||||||||
RE-ESTIMATED LIABILITY FOR UNPAID LOSSES AND LAE - NET
1
|
$
|
4,086.1
|
|
|
$
|
4,497.5
|
|
|
$
|
5,081.7
|
|
|
$
|
5,369.7
|
|
|
$
|
5,475.6
|
|
|
$
|
5,580.0
|
|
|
$
|
5,564.6
|
|
|
$
|
6,075.9
|
|
|
$
|
6,519.6
|
|
|
$
|
7,021.4
|
|
|
|
||
GROSS CUMULATIVE DEVELOPMENT: FAVORABLE/
(UNFAVORABLE)
|
$
|
113.1
|
|
|
$
|
280.6
|
|
|
$
|
(27.9
|
)
|
|
$
|
(308.7
|
)
|
|
$
|
(232.8
|
)
|
|
$
|
(142.2
|
)
|
|
$
|
292.7
|
|
|
$
|
107.2
|
|
|
$
|
(200.7
|
)
|
|
$
|
(182.0
|
)
|
|
|
•
|
Insurance Risks -
risks associated with assuming, or indemnifying for, the losses of, or liabilities incurred by, policyholders
|
•
|
Operating Risks -
the
risks stemming from external or internal events or circumstances that directly or indirectly may affect our insurance operations
|
•
|
Market Risks -
changes in the value of assets held in our investment portfolios, which might result from a variety of factors impacting the investment marketplace generally, or the sectors, industries, or individual securities in which we have invested, and
|
•
|
Credit Risks
- the risks that the other party to a transaction will fail to perform according to the terms of a contract, or that we will be unable to satisfy our obligations when due or obtain capital when necessary.
|
•
|
the availability of sufficient, reliable data
|
•
|
our ability to conduct a complete and accurate analysis of available data
|
•
|
uncertainties inherent in estimates and assumptions, generally
|
•
|
our ability to timely recognize changes in trends and to predict both the severity and frequency of future losses with reasonable accuracy
|
•
|
our ability to predict changes in operating expenses with reasonable accuracy
|
•
|
the development, selection, and application of appropriate rating formulae or other pricing methodologies
|
•
|
our ability to innovate with new pricing strategies, and the success of those strategies
|
•
|
our ability to implement rate changes and obtain any required regulatory approvals on a timely basis
|
•
|
our ability to predict policyholder retention accurately
|
•
|
unanticipated court decisions, legislation, or regulatory action
|
•
|
the frequency and severity of catastrophic events, such as hurricanes, hail storms, floods, other severe weather, and terrorist events
|
•
|
our ability to understand the impact of ongoing changes in our claims settlement practices
|
•
|
changing driving patterns
|
•
|
advancements in vehicle technology and safety features, such as accident prevention technologies or the development of autonomous or partially autonomous vehicles
|
•
|
unexpected changes in the medical sector of the economy, including medical costs and systemic changes resulting from national or state health care laws or regulations
|
•
|
unforeseen disruptive technologies, events, legislation, or regulation, and
|
•
|
unanticipated changes in auto repair costs, auto parts prices, and used car prices.
|
•
|
the availability of sufficient, reliable data
|
•
|
the difficulty in predicting the rate and direction of changes in frequency and severity trends, including the effects of future inflation rates, in multiple markets
|
•
|
unexpected changes in medical and auto repair costs
|
•
|
unanticipated changes in governing statutes and regulations
|
•
|
new or changing interpretations of insurance policy provisions and coverage-related issues by courts
|
•
|
the effects of changes in our claims settlement practices
|
•
|
our ability to recognize fraudulent or inflated claims
|
•
|
the accuracy of our estimates regarding claims that have been incurred but not recorded as of the date of the financial statements
|
•
|
the accuracy and adequacy of actuarial techniques and databases used in estimating loss reserves, and
|
•
|
the accuracy and timeliness of estimates of total loss and loss adjustment expenses as determined by our employees for different categories of claims.
|
•
|
steal, corrupt, or destroy data
|
•
|
misappropriate funds
|
•
|
disrupt or shut down our systems
|
•
|
deny customers, agents, brokers, or others access to our systems, or
|
•
|
infect our systems with viruses or malware.
|
•
|
Interest rate risk
- the risk of adverse changes in the value of fixed-income securities as a result of increases in market interest rates.
|
•
|
Investment credit risk
- the risk that the value of certain investments may decrease due to a deterioration in the financial condition, operating performance or business prospects of, or the liquidity available to, one or more issuers of those securities or, in the case of asset-backed securities, due to the deterioration of the loans or other assets that underlie the securities. This risk includes the possibility of permanent loss. In the case of governmental issuers, the risk includes the potential for unbalanced budgets, required austerity measures, debt defaults, bankruptcies, or other social or political turmoil.
|
•
|
Concentration risk
- the risk that the portfolio may be too heavily concentrated in the securities of one or more issuers, sectors, or industries, which could result in a significant decrease in the value of the portfolio in the event of a deterioration of the financial condition or performance of, or outlook for, those issuers, sectors, or industries.
|
•
|
Prepayment or extension risk
- applicable to certain securities in the portfolio, such as residential mortgage-backed securities and other bonds with call provisions. Prepayment risk is the risk that, as interest rates change, the principal of such securities may be repaid earlier than anticipated, requiring that we reinvest the proceeds at less attractive rates. Extension risk is the risk that a security may not be redeemed when anticipated, adversely affecting the value of the security and preventing the reinvestment of the principal at higher market rates.
|
•
|
Liquidity risk
- the risk that we will not be able to convert investment securities into cash on favorable terms and on a timely basis, or that we will not be able to sell them at all, when we desire to do so. Disruptions in the financial markets, or a lack of buyers for the specific securities that we are trying to sell, could prevent us from liquidating securities or cause a reduction in prices to levels that are not acceptable to us.
|
•
|
local, national, or international events, such as regulatory changes, power outages, system failures, wars, or terrorist attacks
|
•
|
a recession, depression, political or social upheaval, or other development in either the U.S. or other economies that adversely affects the value of securities held in our portfolios
|
•
|
financial weakness or failure of one or more financial institutions that play a prominent role in securities markets or act as a counterparty for various financial instruments, such as derivative transactions, which could further disrupt the markets or cause us to incur losses if counterparties to one or more of our transactions should default
|
•
|
inactive markets for specific kinds of securities, or for the securities of certain issuers or in certain sectors, which could result in decreased valuations and impact our ability to sell a specific security or a group of securities at a reasonable price when desired
|
•
|
the failure, or perceived failure, of governmental attempts to stabilize their budgets or economies through austerity programs, tax increases or other measures, to stabilize specific companies or groups of companies through capital injections, to shore up markets, or otherwise to spur economic recovery or growth, or the failure or refusal of a government to engage in such efforts
|
•
|
investor fear, whether substantiated or not
|
•
|
a significant change in inflation expectations or the onset of deflation
|
•
|
a default on sovereign debt, or the perception that such a default is likely, and
|
•
|
a significant devaluation of governmental or private sector credit, currencies or financial markets, or other factors or events.
|
•
|
insurance regulatory authorities require insurance companies to maintain specified minimum levels of statutory capital and surplus
|
•
|
insurance regulations restrict the amounts available for distribution based on either net income or surplus of the insurance company
|
•
|
competitive pressures require our insurance subsidiaries to maintain high financial strength ratings, or
|
•
|
in certain jurisdictions, prior approval must be obtained from regulatory authorities for the insurance subsidiaries to pay dividends or make other distributions to affiliated entities, including the parent holding company.
|
•
|
regulatory capital and surplus requirements applicable to our insurance subsidiaries
|
•
|
current and anticipated performance of our insurance operations and investment portfolios
|
•
|
growth prospects for our insurance businesses
|
•
|
expected significant expenditures and available business opportunities
|
•
|
our capital management activities, such as scheduled debt payments, the payment of cash dividends, repurchases of our common shares and debt securities, the availability of credit lines, and the issuance by us of debt, equity, or other securities, and
|
•
|
projections of the levels of capital needed to protect us against unexpected events within a confidence level determined through our risk management process.
|
Year
|
|
Quarter
|
|
High
|
|
Low
|
|
Close
|
|
Dividends
Declared
Per Share
|
|||||||||
2013
|
|
1
|
|
|
$
|
25.38
|
|
|
$
|
21.36
|
|
|
$
|
25.27
|
|
|
$
|
0
|
|
|
|
2
|
|
|
26.39
|
|
|
23.99
|
|
|
25.42
|
|
|
0
|
|
||||
|
|
3
|
|
|
27.55
|
|
|
24.86
|
|
|
27.23
|
|
|
0
|
|
||||
|
|
4
|
|
|
28.54
|
|
|
25.81
|
|
|
27.27
|
|
|
1.4929
|
|
||||
|
|
|
|
$
|
28.54
|
|
|
$
|
21.36
|
|
|
$
|
27.27
|
|
|
$
|
1.4929
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2012
|
|
1
|
|
|
$
|
23.37
|
|
|
$
|
19.01
|
|
|
$
|
23.18
|
|
|
$
|
0
|
|
|
|
2
|
|
|
23.41
|
|
|
20.22
|
|
|
20.83
|
|
|
0
|
|
||||
|
|
3
|
|
|
21.28
|
|
|
19.17
|
|
|
20.74
|
|
|
0
|
|
||||
|
|
4
|
|
|
23.19
|
|
|
20.68
|
|
|
21.10
|
|
|
1.2845
|
|
||||
|
|
|
|
$
|
23.41
|
|
|
$
|
19.01
|
|
|
$
|
21.10
|
|
|
$
|
1.2845
|
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||||
2013 Calendar Month
|
Total Number of
Shares Purchased
|
|
|
Average Price
Paid per Share
|
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs
|
|
|
Maximum Number of Shares
That May Yet Be Purchased
Under the Plans or Programs
|
|
|
October
|
102,773
|
|
|
$
|
26.12
|
|
|
39,799,053
|
|
|
35,200,947
|
|
November
|
150,168
|
|
|
25.96
|
|
|
39,949,221
|
|
|
35,050,779
|
|
|
December
|
4,000,000
|
|
|
25.50
|
|
|
43,949,221
|
|
|
31,050,779
|
|
|
Total
|
4,252,941
|
|
|
$
|
25.53
|
|
|
|
|
|
|
For the years ended December 31,
|
||||||||||||||||||
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||||
Total revenues
|
$
|
18,170.9
|
|
|
$
|
17,083.9
|
|
|
$
|
15,774.6
|
|
|
$
|
15,215.5
|
|
|
$
|
14,791.1
|
|
Net income
|
1,165.4
|
|
|
902.3
|
|
|
1,015.5
|
|
|
1,068.3
|
|
|
1,057.5
|
|
|||||
Per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
1.93
|
|
|
1.48
|
|
|
1.59
|
|
|
1.61
|
|
|
1.57
|
|
|||||
Dividends
|
1.4929
|
|
|
1.2845
|
|
|
.4072
|
|
|
1.3987
|
|
|
.1613
|
|
|||||
Comprehensive income
|
1,246.1
|
|
|
1,080.8
|
|
|
924.3
|
|
|
1,398.8
|
|
|
1,752.2
|
|
|||||
Total assets
|
24,408.2
|
|
|
22,694.7
|
|
|
21,844.8
|
|
|
21,150.3
|
|
|
20,049.3
|
|
|||||
Debt outstanding
|
1,860.9
|
|
|
2,063.1
|
|
|
2,442.1
|
|
|
1,958.2
|
|
|
2,177.2
|
|
Name
|
|
Age
|
|
Offices Held and Last Five Years’ Business Experience
|
Glenn M. Renwick
|
|
58
|
|
Chairman of the Board since November 2013; President, and Chief Executive Officer
|
Brian C. Domeck
|
|
54
|
|
Vice President and Chief Financial Officer
|
Charles E. Jarrett
|
|
56
|
|
Vice President, Secretary, and Chief Legal Officer
|
Thomas A. King
|
|
54
|
|
Vice President and Treasurer
|
Jeffrey W. Basch
|
|
55
|
|
Vice President and Chief Accounting Officer
|
John A. Barbagallo
|
|
54
|
|
Commercial Lines Group President, including Agency Operations
|
M. Jeffrey Charney
|
|
54
|
|
Chief Marketing Officer since November 2010; Senior Vice President and Chief Marketing Officer of Aflac Incorporated prior to November 2010
|
William M. Cody
|
|
51
|
|
Chief Investment Officer
|
Susan Patricia Griffith
|
|
49
|
|
Claims Group President
|
Valerie Krasowski
|
|
48
|
|
Chief Human Resource Officer
|
John P. Sauerland
|
|
49
|
|
Personal Lines Group President
|
Raymond M. Voelker
|
|
50
|
|
Chief Information Officer
|
EQUITY COMPENSATION PLAN INFORMATION
|
||||||||||
Plan Category
|
|
Number of
Securities to be
Issued upon Exercise
of Outstanding
Options, Warrants
and Rights
|
|
Weighted-Average
Exercise Price
of Outstanding
Options,
Warrants
and Rights
|
|
Number of Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation Plans
|
||||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
||||
Employee Plans
:
|
|
|
|
|
|
|
||||
2010 Equity Incentive Plan
|
|
6,731,324
|
|
1,2
|
NM
|
|
|
11,139,779
|
|
|
2003 Incentive Plan
3
|
|
1,342,067
|
|
1
|
NM
|
|
|
0
|
|
|
Subtotal Employee Plans
|
|
8,073,391
|
|
|
NM
|
|
|
11,139,779
|
|
|
Director Plans
:
|
|
|
|
|
|
|
||||
2003 Directors Equity Incentive Plan
|
|
0
|
|
|
$
|
0
|
|
|
476,884
|
|
Subtotal Director Plans
|
|
0
|
|
|
$
|
0
|
|
|
476,884
|
|
Equity compensation plans not approved by security holders:
|
|
|
|
|
|
|
||||
None
|
|
|
|
|
|
|
||||
Total
|
|
8,073,391
|
|
|
NM
|
|
|
11,616,663
|
|
•
|
Report of Independent Registered Public Accounting Firm
|
•
|
Consolidated Statements of Comprehensive Income - For the Years Ended
December 31, 2013
,
2012
, and
2011
|
•
|
Consolidated Balance Sheets -
December 31, 2013
and
2012
|
•
|
Consolidated Statements of Changes in Shareholders’ Equity - For the Years Ended
December 31, 2013
,
2012
, and
2011
|
•
|
Consolidated Statements of Cash Flows - For the Years Ended
December 31, 2013
,
2012
, and
2011
|
•
|
Notes to Consolidated Financial Statements
|
•
|
Supplemental Information (Unaudited)
|
•
|
Schedule I - Summary of Investments - Other than Investments in Related Parties
|
•
|
Schedule II - Condensed Financial Information of Registrant
|
•
|
Schedule III - Supplementary Insurance Information
|
•
|
Schedule IV - Reinsurance
|
•
|
Schedule VI - Supplemental Information Concerning Property-Casualty Insurance Operations
|
•
|
Report of Independent Registered Public Accounting Firm on Financial Statement Schedules
|
•
|
Consent of Independent Registered Public Accounting Firm
|
•
|
No other schedules are required to be filed herewith pursuant to Article 7 of Regulation S-X.
|
|
December 31, 2013
|
||||||||||
Type of Investment
|
Cost
|
|
Fair Value
|
|
Amount At
Which Shown
In The
Balance Sheet
|
||||||
Available-for-sale
|
|
|
|
|
|
||||||
Fixed maturities:
|
|
|
|
|
|
||||||
Bonds:
|
|
|
|
|
|
||||||
United States Government and government agencies and authorities
|
$
|
3,630.4
|
|
|
$
|
3,662.2
|
|
|
$
|
3,662.2
|
|
States, municipalities, and political subdivisions
|
2,247.3
|
|
|
2,256.0
|
|
|
2,256.0
|
|
|||
Foreign government obligations
|
15.6
|
|
|
15.6
|
|
|
15.6
|
|
|||
Public utilities
|
96.3
|
|
|
100.0
|
|
|
100.0
|
|
|||
Corporate and other debt securities
|
2,788.7
|
|
|
2,826.6
|
|
|
2,826.6
|
|
|||
Asset-backed securities
|
4,337.5
|
|
|
4,366.1
|
|
|
4,366.1
|
|
|||
Redeemable preferred stocks
|
299.5
|
|
|
313.9
|
|
|
313.9
|
|
|||
Total fixed maturities
|
13,415.3
|
|
|
13,540.4
|
|
|
13,540.4
|
|
|||
Equity securities:
|
|
|
|
|
|
||||||
Common stocks:
|
|
|
|
|
|
||||||
Public utilities
|
106.7
|
|
|
156.4
|
|
|
156.4
|
|
|||
Banks, trusts, and insurance companies
|
208.1
|
|
|
332.4
|
|
|
332.4
|
|
|||
Industrial, miscellaneous, and all other
|
1,136.3
|
|
|
2,041.7
|
|
|
2,041.7
|
|
|||
Nonredeemable preferred stocks
|
445.7
|
|
|
711.2
|
|
|
711.2
|
|
|||
Total equity securities
|
1,896.8
|
|
|
3,241.7
|
|
|
3,241.7
|
|
|||
Short-term investments
1
|
1,272.6
|
|
|
1,272.6
|
|
|
1,272.6
|
|
|||
Total investments
|
$
|
16,584.7
|
|
|
$
|
18,054.7
|
|
|
$
|
18,054.7
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
|
|
|
|
|
||||||
Dividends from subsidiaries
|
$
|
1,119.7
|
|
|
$
|
782.3
|
|
|
$
|
875.3
|
|
Undistributed income (loss) from subsidiaries
|
117.5
|
|
|
193.1
|
|
|
225.7
|
|
|||
Equity in net income of subsidiaries*
|
1,237.2
|
|
|
975.4
|
|
|
1,101.0
|
|
|||
Intercompany investment income*
|
2.8
|
|
|
6.1
|
|
|
5.6
|
|
|||
Gains (losses) on extinguishment of debt
|
(4.3
|
)
|
|
(1.8
|
)
|
|
(.1
|
)
|
|||
Other income
1
|
2.6
|
|
|
0
|
|
|
0
|
|
|||
Total revenues
|
1,238.3
|
|
|
979.7
|
|
|
1,106.5
|
|
|||
Expenses
|
|
|
|
|
|
||||||
Interest expense
|
121.2
|
|
|
126.3
|
|
|
138.0
|
|
|||
Deferred compensation
2
|
9.5
|
|
|
5.5
|
|
|
.4
|
|
|||
Other operating costs and expenses
|
4.0
|
|
|
3.7
|
|
|
4.7
|
|
|||
Total expenses
|
134.7
|
|
|
135.5
|
|
|
143.1
|
|
|||
Income before income taxes
|
1,103.6
|
|
|
844.2
|
|
|
963.4
|
|
|||
Provision (benefit) for income taxes
|
(61.8
|
)
|
|
(58.1
|
)
|
|
(52.1
|
)
|
|||
Net income
|
$
|
1,165.4
|
|
|
$
|
902.3
|
|
|
$
|
1,015.5
|
|
Other comprehensive income (loss)
|
80.7
|
|
|
178.5
|
|
|
(91.2
|
)
|
|||
Comprehensive income
|
$
|
1,246.1
|
|
|
$
|
1,080.8
|
|
|
$
|
924.3
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
||||
Investment in affiliate
|
$
|
5.0
|
|
|
$
|
1.0
|
|
Investment in subsidiaries*
|
6,923.5
|
|
|
6,648.6
|
|
||
Receivable from investment subsidiary*
|
1,648.4
|
|
|
1,322.9
|
|
||
Intercompany receivable*
|
307.6
|
|
|
296.2
|
|
||
Net deferred income taxes
|
69.1
|
|
|
48.3
|
|
||
Other assets
|
141.8
|
|
|
82.0
|
|
||
Total Assets
|
$
|
9,095.4
|
|
|
$
|
8,399.0
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Accounts payable, accrued expenses, and other liabilities
|
$
|
154.8
|
|
|
$
|
156.9
|
|
Dividend payable
|
890.2
|
|
|
172.0
|
|
||
Debt
|
1,860.9
|
|
|
2,063.1
|
|
||
Total liabilities
|
2,905.9
|
|
|
2,392.0
|
|
||
Common shares, $1.00 par value (authorized 900.0; issued 797.6 and 797.7, including treasury shares of 201.8 and 193.1)
|
595.8
|
|
|
604.6
|
|
||
Paid-in capital
|
1,142.0
|
|
|
1,077.0
|
|
||
Retained earnings
|
3,500.0
|
|
|
3,454.4
|
|
||
Total accumulated other comprehensive income
|
951.7
|
|
|
871.0
|
|
||
Total shareholders’ equity
|
6,189.5
|
|
|
6,007.0
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
9,095.4
|
|
|
$
|
8,399.0
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,165.4
|
|
|
$
|
902.3
|
|
|
$
|
1,015.5
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Undistributed (income) loss from subsidiaries
|
(117.5
|
)
|
|
(193.1
|
)
|
|
(225.7
|
)
|
|||
Amortization of equity-based compensation
|
2.1
|
|
|
2.0
|
|
|
2.1
|
|
|||
(Gains) losses on extinguishment of debt
|
4.3
|
|
|
1.8
|
|
|
.1
|
|
|||
Changes in:
|
|
|
|
|
|
||||||
Intercompany receivable
|
(11.4
|
)
|
|
(58.6
|
)
|
|
(58.5
|
)
|
|||
Accounts payable, accrued expenses, and other liabilities
|
19.4
|
|
|
.3
|
|
|
4.5
|
|
|||
Income taxes
|
(55.8
|
)
|
|
21.7
|
|
|
(3.4
|
)
|
|||
Other, net
|
(16.3
|
)
|
|
(9.9
|
)
|
|
4.2
|
|
|||
Net cash provided by operating activities
|
990.2
|
|
|
666.5
|
|
|
738.8
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Additional investments in equity securities of consolidated subsidiaries
|
(13.9
|
)
|
|
(36.1
|
)
|
|
(11.8
|
)
|
|||
Investment in affiliate
|
(4.0
|
)
|
|
0
|
|
|
0
|
|
|||
(Paid to) received from investment subsidiary
|
(325.5
|
)
|
|
773.7
|
|
|
23.6
|
|
|||
Net cash provided by (used in) investing activities
|
(343.4
|
)
|
|
737.6
|
|
|
11.8
|
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
0
|
|
|
.5
|
|
|
22.4
|
|
|||
Tax benefit from exercise/vesting of equity-based compensation
|
10.3
|
|
|
5.8
|
|
|
6.4
|
|
|||
Net proceeds from debt issuance
|
0
|
|
|
0
|
|
|
497.0
|
|
|||
Payment of debt
|
(150.0
|
)
|
|
(350.0
|
)
|
|
0
|
|
|||
Reacquisition of debt
|
(58.1
|
)
|
|
(32.5
|
)
|
|
(15.0
|
)
|
|||
Dividends paid to shareholders
|
(175.6
|
)
|
|
(853.7
|
)
|
|
(263.6
|
)
|
|||
Acquisition of treasury shares
|
(273.4
|
)
|
|
(174.2
|
)
|
|
(997.8
|
)
|
|||
Net cash used in financing activities
|
(646.8
|
)
|
|
(1,404.1
|
)
|
|
(750.6
|
)
|
|||
Change in cash
|
0
|
|
|
0
|
|
|
0
|
|
|||
Cash, beginning of year
|
0
|
|
|
0
|
|
|
0
|
|
|||
Cash, end of year
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
(millions)
|
2013
|
2012
|
2011
|
||||||
Income taxes
|
$
|
497.0
|
|
$
|
389.1
|
|
$
|
435.0
|
|
Interest
|
122.3
|
|
135.0
|
|
129.5
|
|
Segment
|
Deferred
policy acquisition costs 1 |
|
Future
policy benefits, losses, claims, and loss expenses 1 |
|
Unearned premiums
1
|
|
Other
policy claims and benefits payable 1 |
|
Premium revenue
|
|
Net
investment income 1,2 |
|
Benefits,
claims, losses, and settlement expenses |
|
Amortization
of deferred policy acquisition costs |
|
Other
operating expenses |
|
Net
premiums
written
|
||||||||||||||||||||
Year ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Personal Lines
|
|
|
|
|
|
|
|
|
$
|
15,341.6
|
|
|
|
|
$
|
11,194.6
|
|
|
$
|
1,257.5
|
|
|
$
|
2,149.2
|
|
|
$
|
15,569.2
|
|
||||||||||
Commercial Lines
|
|
|
|
|
|
|
|
|
1,761.6
|
|
|
|
|
1,267.3
|
|
|
194.3
|
|
|
201.2
|
|
|
1,770.5
|
|
|||||||||||||||
Other indemnity
|
|
|
|
|
|
|
|
|
.2
|
|
|
|
|
10.5
|
|
|
0
|
|
|
.5
|
|
|
0
|
|
|||||||||||||||
Total
|
$
|
447.6
|
|
|
$
|
8,479.7
|
|
|
$
|
5,174.5
|
|
|
$
|
0
|
|
|
$
|
17,103.4
|
|
|
$
|
403.2
|
|
|
$
|
12,472.4
|
|
|
$
|
1,451.8
|
|
|
$
|
2,350.9
|
|
|
$
|
17,339.7
|
|
Year ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Personal Lines
|
|
|
|
|
|
|
|
|
$
|
14,368.1
|
|
|
|
|
$
|
10,745.3
|
|
|
$
|
1,250.4
|
|
|
$
|
2,010.5
|
|
|
$
|
14,636.8
|
|
||||||||||
Commercial Lines
|
|
|
|
|
|
|
|
|
1,649.0
|
|
|
|
|
1,196.6
|
|
|
186.2
|
|
|
195.2
|
|
|
1,735.9
|
|
|||||||||||||||
Other indemnity
|
|
|
|
|
|
|
|
|
.9
|
|
|
|
|
6.1
|
|
|
0
|
|
|
.6
|
|
|
0
|
|
|||||||||||||||
Total
|
$
|
434.5
|
|
|
$
|
7,838.4
|
|
|
$
|
4,930.7
|
|
|
$
|
0
|
|
|
$
|
16,018.0
|
|
|
$
|
427.6
|
|
|
$
|
11,948.0
|
|
|
$
|
1,436.6
|
|
|
$
|
2,206.3
|
|
|
$
|
16,372.7
|
|
Year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Personal Lines
|
|
|
|
|
|
|
|
|
$
|
13,431.1
|
|
|
|
|
$
|
9,615.2
|
|
|
$
|
1,231.9
|
|
|
$
|
1,915.6
|
|
|
$
|
13,612.2
|
|
||||||||||
Commercial Lines
|
|
|
|
|
|
|
|
|
1,467.1
|
|
|
|
|
1,010.7
|
|
|
166.6
|
|
|
171.9
|
|
|
1,534.3
|
|
|||||||||||||||
Other indemnity
|
|
|
|
|
|
|
|
|
4.6
|
|
|
|
|
8.9
|
|
|
.7
|
|
|
.5
|
|
|
.1
|
|
|||||||||||||||
Total
|
$
|
433.6
|
|
|
$
|
7,245.8
|
|
|
$
|
4,579.4
|
|
|
$
|
0
|
|
|
$
|
14,902.8
|
|
|
$
|
466.5
|
|
|
$
|
10,634.8
|
|
|
$
|
1,399.2
|
|
|
$
|
2,088.0
|
|
|
$
|
15,146.6
|
|
Year Ended:
|
Gross Amount
|
|
Ceded to
Other Companies |
|
Assumed
From Other Companies |
|
Net Amount
|
|
Percentage
of Amount Assumed to Net |
|||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|||||||||
Premiums earned:
|
|
|
|
|
|
|
|
|
|
|||||||||
Property and liability insurance
|
$
|
17,317.9
|
|
|
$
|
214.5
|
|
|
$
|
0
|
|
|
$
|
17,103.4
|
|
|
0
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|||||||||
Premiums earned:
|
|
|
|
|
|
|
|
|
|
|||||||||
Property and liability insurance
|
$
|
16,207.6
|
|
|
$
|
189.6
|
|
|
$
|
0
|
|
|
$
|
16,018.0
|
|
|
0
|
|
December 31, 2011
|
|
|
|
|
|
|
|
|
|
|||||||||
Premiums earned:
|
|
|
|
|
|
|
|
|
|
|||||||||
Property and liability insurance
|
$
|
15,107.5
|
|
|
$
|
204.7
|
|
|
$
|
0
|
|
|
$
|
14,902.8
|
|
|
0
|
|
|
Losses and Loss Adjustment
Expenses Incurred Related to
|
|
|
||||||||
Year Ended
|
Current Year
|
|
Prior Years
|
|
Paid Losses and Loss
Adjustment Expenses
|
||||||
December 31, 2013
|
$
|
12,427.3
|
|
|
$
|
45.1
|
|
|
$
|
12,014.9
|
|
December 31, 2012
|
$
|
11,926.0
|
|
|
$
|
22.0
|
|
|
$
|
11,431.8
|
|
December 31, 2011
|
$
|
10,876.8
|
|
|
$
|
(242.0
|
)
|
|
$
|
10,541.6
|
|
|
|
|
|
|
Form
|
|
Filing No.
|
|
Filing Date
|
S-8
|
|
333-185704
|
|
December 27, 2012
|
S-8
|
|
333-185703
|
|
December 27, 2012
|
S-8
|
|
333-172663
|
|
March 8, 2011
|
S-8
|
|
333-104646
|
|
April 21, 2003
|
S-8
|
|
333-104653
|
|
April 21, 2003
|
S-8
|
|
333-41238
|
|
July 12, 2000
|
S-8
|
|
33-57121
|
|
December 29, 1994
|
S-8
|
|
33-51034
|
|
August 20, 1992
|
S-8
|
|
33-16509
|
|
August 14, 1987
|
|
|
|
|
THE PROGRESSIVE CORPORATION
|
|
February 26, 2014
|
By:
|
/s/ Glenn M. Renwick
|
|
|
Glenn M. Renwick
|
|
|
Chairman of the Board, President, and Chief Executive Officer
|
/s/ Glenn M. Renwick
|
|
Director, Chairman of the Board, President, and Chief Executive Officer
|
|
February 26, 2014
|
|
|
|
|
|
Glenn M. Renwick
|
|
|
|
|
|
|
|
|
|
/s/ Brian C. Domeck
|
|
Vice President and Chief Financial Officer
|
|
February 26, 2014
|
|
|
|
|
|
Brian C. Domeck
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey W. Basch
|
|
Vice President and Chief Accounting Officer
|
|
February 26, 2014
|
|
|
|
|
|
Jeffrey W. Basch
|
|
|
|
|
|
|
|
|
|
*
|
|
Lead Independent Director
|
|
February 26, 2014
|
Stephen R. Hardis
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 26, 2014
|
Stuart B. Burgdoerfer
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 26, 2014
|
Charles A. Davis
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 26, 2014
|
Roger N. Farah
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 26, 2014
|
Lawton W. Fitt
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 26, 2014
|
Jeffrey D. Kelly
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 26, 2014
|
Heidi G. Miller, Ph.D.
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 26, 2014
|
Patrick H. Nettles, Ph.D.
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 26, 2014
|
Bradley T. Sheares, Ph.D.
|
|
|
|
|
By:
|
/s/ Charles E. Jarrett
|
February 26, 2014
|
|
Charles E. Jarrett
|
|
|
Attorney-in-fact
|
|
EXHIBIT INDEX
|
||||||
Exhibit No.
Under
Reg. S-K,
Item 601
|
|
Form 10-K
Exhibit
No.
|
|
Description of Exhibit
|
|
If Incorporated by Reference, Documents with
Which Exhibit was Previously Filed with SEC
|
3(i)
|
|
3.1
|
|
Amended Articles of Incorporation of
The Progressive Corporation (as amended April 18, 2008)
|
|
Filed herewith
|
3(ii)
|
|
3.2
|
|
Code of Regulations of The Progressive Corporation (as amended January 31, 2014)
|
|
Filed herewith
|
4
|
|
4.1
|
|
Form of 3.75% Senior Notes due 2021, issued in the aggregate principal amount of $500,000,000 under the 1993 Senior Indenture (see exhibit 4.5 below), as amended and supplemented
|
|
Current Report on Form 8-K (filed on August 22, 2011; Exhibit 4.2 therein)
|
4
|
|
4.2
|
|
Form of 6 5/8% Senior Notes due 2029, issued in the aggregate principal amount of $300,000,000 under the 1993 Senior Indenture, as amended and supplemented
|
|
Annual Report on Form 10-K (filed on March 1, 2010; Exhibit 4.5 therein)
|
4
|
|
4.3
|
|
Form of 6.25% Senior Notes due 2032, issued in the aggregate principal amount of $400,000,000 under the 1993 Senior Indenture, as amended and supplemented
|
|
Annual Report on Form 10-K (filed on February 26, 2013; Exhibit 4.4 therein)
|
4
|
|
4.4
|
|
Form of 6.70% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067, issued in the original aggregate principal amount of $1,000,000,000 under the Junior Subordinated Indenture (see exhibit 4.11 below), as amended and supplemented
|
|
Annual Report on Form 10-K (filed on February 26, 2013; Exhibit 4.5 therein)
|
4
|
|
4.5
|
|
Indenture dated as of September 15, 1993 between The Progressive Corporation and State Street Bank and Trust Company (successor in interest to The First National Bank of Boston), as Trustee (“1993 Senior Indenture”) (including table of contents and cross-reference sheet)
|
|
Registration Statement No. 333-48935 (filed on March 31, 1998; Exhibit 4.1 therein)
|
4
|
|
4.6
|
|
First Supplemental Indenture dated March 15, 1996 to the 1993 Senior Indenture between The Progressive Corporation and State Street Bank and Trust Company
|
|
Registration Statement No. 333-01745 (filed on March 15, 1996; Exhibit 4.2 therein)
|
4
|
|
4.7
|
|
Second Supplemental Indenture dated February 26, 1999 to the 1993 Senior Indenture between The Progressive Corporation and State Street Bank and Trust Company, as Trustee
|
|
Registration Statement No. 333-100674 (filed on October 22, 2002; Exhibit 4.3 therein)
|
4
|
|
4.8
|
|
Fourth Supplemental Indenture dated November 21, 2002 to the 1993 Senior Indenture between The Progressive Corporation and State Street Bank and Trust Company, as Trustee
|
|
Registration Statement No. 333-143824 (filed on June 18, 2007; Exhibit 4.5 therein)
|
EXHIBIT INDEX
|
||||||
Exhibit No.
Under
Reg. S-K,
Item 601
|
|
Form 10-K
Exhibit
No.
|
|
Description of Exhibit
|
|
If Incorporated by Reference, Documents with
Which Exhibit was Previously Filed with SEC
|
4
|
|
4.9
|
|
Fifth Supplemental Indenture dated June 13, 2007 to the 1993 Senior Indenture between The Progressive Corporation and U.S. Bank National Association, evidencing the designation of U.S. Bank National Association as successor Trustee under the 1993 Senior Indenture
|
|
Registration Statement No. 333-143824 (filed on June 18, 2007; Exhibit 4.6 therein)
|
4
|
|
4.10
|
|
Sixth Supplemental Indenture dated August 22, 2011 to the 1993 Senior Indenture between The Progressive Corporation and U.S. Bank National Association, as Trustee
|
|
Quarterly Report on Form 10-Q (filed on November 7, 2011; Exhibit 4.1 therein)
|
4
|
|
4.11
|
|
Junior Subordinated Indenture dated as of June 21, 2007 between The Progressive Corporation and The Bank of New York Trust Company, N.A., Trustee (“Junior Subordinated Indenture”) (including table of contents and cross-reference sheet)
|
|
Annual Report on Form 10-K (filed on February 26, 2013; Exhibit 4.12 therein)
|
4
|
|
4.12
|
|
First Supplemental Indenture dated June 21, 2007 to the Junior Subordinated Indenture between The Progressive Corporation and The Bank of New York Trust Company, N.A., as Trustee
|
|
Annual Report on Form 10-K (filed on February 26, 2013; Exhibit 4.13 therein)
|
4
|
|
4.13
|
|
Second Supplemental Indenture dated September 2, 2011, to the Junior Subordinated Indenture dated June 21, 2007, between The Progressive Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Current Report on Form 8-K (filed on September 7, 2011; Exhibit 4 therein)
|
4
|
|
4.14
|
|
Replacement Capital Covenant dated June 21, 2007, of The Progressive Corporation
|
|
Annual Report on Form 10-K (filed on February 26, 2013; Exhibit 4.15 therein)
|
4
|
|
4.15
|
|
Termination of Replacement Capital Covenant, dated June 23, 2010
|
|
Current Report on Form 8-K (filed on June 24, 2010; Exhibit 4 therein)
|
4
|
|
4.16
|
|
Confirmation Letter-Discretionary Line of Credit dated March 25, 2013 from PNC Bank, National Association to The Progressive Corporation
|
|
Current Report on Form 8-K (filed on March 27, 2013; Exhibit 4.1 therein)
|
4
|
|
4.17
|
|
Discretionary Line of Credit Note dated March 25, 2013 from The Progressive Corporation to PNC Bank, National Association
|
|
Current Report on Form 8-K (filed on March 27, 2013; Exhibit 4.2 therein)
|
10(ii)
|
|
10.1
|
|
Sublease Agreement for Aircraft Hangar dated as of August 21, 2006 between Progressive Casualty Insurance Company and Acme Operating Corporation
|
|
Annual Report on Form 10-K (filed on March 1, 2011; Exhibit 10.1 therein)
|
10(ii)
|
|
10.2
|
|
First Amendment to Sublease Agreement for Aircraft Hangar dated June 6, 2011 between Progressive Casualty Insurance Company and Acme Operating Corporation
|
|
Quarterly Report on Form 10-Q (filed on August 9, 2011; Exhibit 10.1 therein)
|
EXHIBIT INDEX
|
||||||
Exhibit No.
Under
Reg. S-K,
Item 601
|
|
Form 10-K
Exhibit
No.
|
|
Description of Exhibit
|
|
If Incorporated by Reference, Documents with
Which Exhibit was Previously Filed with SEC
|
10(ii)
|
|
10.3
|
|
Assignment and Assumption of Lease Agreement dated July 7, 2010, between Acme Operating Company and Acme Acquisition Company
|
|
Annual Report on Form 10-K (filed on March 1, 2011; Exhibit 10.2 therein)
|
10(iii)
|
|
10.4
|
|
The Progressive Corporation 2011 Gainsharing Plan
|
|
Annual Report on Form 10-K (filed on March 1, 2011; Exhibit 10.8 therein)
|
10(iii)
|
|
10.5
|
|
The Progressive Corporation 2012 Gainsharing Plan
|
|
Annual Report on Form 10-K (filed on February 28, 2012; Exhibit 10.7 therein)
|
10(iii)
|
|
10.6
|
|
The Progressive Corporation 2013 Gainsharing Plan
|
|
Annual Report on Form 10-K (filed on February 26, 2013; Exhibit 10.6 therein)
|
10(iii)
|
|
10.7
|
|
The Progressive Corporation 2014 Gainsharing Plan
|
|
Filed herewith
|
10(iii)
|
|
10.8
|
|
The Progressive Corporation 2007 Executive Bonus Plan
|
|
Annual Report on Form 10-K (filed on February 28, 2012; Exhibit 10.8 therein)
|
10(iii)
|
|
10.9
|
|
The Progressive Corporation 2003 Incentive Plan
|
|
Registration Statement No. 333-104646 (filed on April 21, 2003; Exhibit 4(a) therein)
|
10(iii)
|
|
10.10
|
|
First Amendment to The Progressive Corporation 2003 Incentive Plan
|
|
Annual Report on Form 10-K (filed on February 28, 2012; Exhibit 10.10 therein)
|
10(iii)
|
|
10.11
|
|
Second Amendment to The Progressive Corporation 2003 Incentive Plan
|
|
Current Report on Form 8-K (filed on February 4, 2010; Exhibit 10.1 therein)
|
10(iii)
|
|
10.12
|
|
Third Amendment to The Progressive Corporation 2003 Incentive Plan
|
|
Current Report on Form 8-K (filed on February 2, 2011; Exhibit 10.2 therein)
|
10(iii)
|
|
10.13
|
|
Fourth Amendment to The Progressive Corporation 2003 Incentive Plan
|
|
Quarterly Report on Form 10-Q (filed on May 7, 2012; Exhibit 10.4 therein)
|
10(iii)
|
|
10.14
|
|
Form of The Progressive Corporation 2003 Incentive Plan Restricted Stock Award Agreement (Time-Based Award) (for March 2007 though 2010)
|
|
Annual Report on Form 10-K (filed on February 26, 2013; Exhibit 10.13 therein)
|
10(iii)
|
|
10.15
|
|
Form of The Progressive Corporation 2003 Incentive Plan Restricted Stock Award Agreement (Performance-Based Award) (for 2004 through February 2007)
|
|
Annual Report on Form 10-K (filed on March 1, 2010; Exhibit 10.16 therein)
|
10(iii)
|
|
10.16
|
|
Form of The Progressive Corporation 2003 Incentive Plan Restricted Stock Award Agreement (Performance-Based Award) (for March 2007 through February 2009)
|
|
Annual Report on Form 10-K (filed on February 26, 2013; Exhibit 10.15 therein)
|
10(iii)
|
|
10.17
|
|
Form of The Progressive Corporation 2003 Incentive Plan Restricted Stock Award Agreement (Performance-Based Award) (for March 2009 through February 2010)
|
|
Quarterly Report on Form 10-Q (filed on May 11, 2009; Exhibit 10.2 therein)
|
EXHIBIT INDEX
|
||||||
Exhibit No.
Under
Reg. S-K,
Item 601
|
|
Form 10-K
Exhibit
No.
|
|
Description of Exhibit
|
|
If Incorporated by Reference, Documents with
Which Exhibit was Previously Filed with SEC
|
10(iii)
|
|
10.18
|
|
Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2003 Incentive Plan
|
|
Current Report on Form 8-K (filed on March 30, 2010; Exhibit 10.1 therein)
|
10(iii)
|
|
10.19
|
|
Form of Restricted Stock Unit Award Agreement for Performance-Based Awards under The Progressive Corporation 2003 Incentive Plan
|
|
Current Report on Form 8-K (filed on March 30, 2010; Exhibit 10.2 therein)
|
10(iii)
|
|
10.20
|
|
The Progressive Corporation 2010 Equity Incentive Plan
|
|
Registration Statement No. 333-172663 (filed on March 8, 2011; Exhibit 4.1 therein)
|
10(iii)
|
|
10.21
|
|
First Amendment to The Progressive Corporation 2010 Equity Incentive Plan
|
|
Registration Statement No. 333-172663 (filed on March 8, 2011; Exhibit 4.2 therein)
|
10(iii)
|
|
10.22
|
|
Second Amendment to The Progressive Corporation 2010 Equity Incentive Plan
|
|
Registration Statement No. 333-172663 (filed on March 8, 2011; Exhibit 4.3 therein)
|
10(iii)
|
|
10.23
|
|
Third Amendment to The Progressive Corporation 2010 Equity Incentive Plan
|
|
Registration Statement No. 333-172663 (filed on March 8, 2011; Exhibit 4.4 therein)
|
10(iii)
|
|
10.24
|
|
Fourth Amendment to The Progressive Corporation 2010 Equity Incentive Plan
|
|
Current Report on Form 8-K (filed on February 2, 2012; Exhibit 10.1 therein)
|
10(iii)
|
|
10.25
|
|
Fifth Amendment to The Progressive Corporation 2010 Equity Incentive Plan
|
|
Quarterly Report on Form 10-Q (filed on May 7, 2012; Exhibit 10.5 therein)
|
10(iii)
|
|
10.26
|
|
Sixth Amendment to The Progressive Corporation 2010 Equity Incentive Plan
|
|
Current Report on Form 8-K (filed on December 11, 2012; Exhibit 10.1 therein)
|
10(iii)
|
|
10.27
|
|
Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2010 Equity Incentive Plan (for 2011 and 2012)
|
|
Current Report on Form 8-K (filed on March 25, 2011; Exhibit 10.1 therein)
|
10(iii)
|
|
10.28
|
|
Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2010 Equity Incentive Plan (for 2013)
|
|
Current Report on Form 8-K (filed on March 22, 2013; Exhibit 10.1 therein)
|
10(iii)
|
|
10.29
|
|
Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Insurance Performance) under The Progressive Corporation 2010 Equity Incentive Plan (for 2011 and 2012)
|
|
Current Report on Form 8-K (filed on March 25, 2011; Exhibit 10.2 therein)
|
10(iii)
|
|
10.30
|
|
Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Performance) under The Progressive Corporation 2010 Equity Incentive Plan (for 2012)
|
|
Current Report on Form 8-K (filed on March 22, 2012; Exhibit 10.1 therein)
|
10(iii)
|
|
10.31
|
|
Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Insurance Results) under The Progressive Corporation 2010 Equity Incentive Plan (for 2013)
|
|
Current Report on Form 8-K (filed on March 22, 2013; Exhibit 10.2 therein)
|
EXHIBIT INDEX
|
||||||
Exhibit No.
Under
Reg. S-K,
Item 601
|
|
Form 10-K
Exhibit
No.
|
|
Description of Exhibit
|
|
If Incorporated by Reference, Documents with
Which Exhibit was Previously Filed with SEC
|
10(iii)
|
|
10.32
|
|
Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) under The Progressive Corporation 2010 Equity Incentive Plan (for 2013)
|
|
Current Report on Form 8-K (filed on March 22, 2013; Exhibit 10.3 therein)
|
10(iii)
|
|
10.33
|
|
The Progressive Corporation 2003 Directors Equity Incentive Plan
|
|
Registration Statement No. 333-104653 (filed on April 21, 2003; Exhibit 4(a) therein)
|
10(iii)
|
|
10.34
|
|
Amendment No. 1 to The Progressive Corporation 2003 Directors Equity Incentive Plan
|
|
Annual Report on Form 10-K (filed on March 1, 2010; Exhibit 10.21 therein)
|
10(iii)
|
|
10.35
|
|
Amendment No. 2 to The Progressive Corporation 2003 Directors Equity Incentive Plan
|
|
Current Report on Form 8-K (filed on February 2, 2012; Exhibit 10.2 therein)
|
10(iii)
|
|
10.36
|
|
Amendment No. 3 to The Progressive Corporation 2003 Directors Equity Incentive Plan
|
|
Quarterly Report on Form 10-Q (filed on May 7, 2012; Exhibit 10.3 therein)
|
10(iii)
|
|
10.37
|
|
Form of The Progressive Corporation 2003 Directors Equity Incentive Plan Restricted Stock Award Agreement (for 2004 and thereafter)
|
|
Annual Report on Form 10-K (filed on March 1, 2010; Exhibit 10.22 therein)
|
10(iii)
|
|
10.38
|
|
The Progressive Corporation Executive Deferred Compensation Plan (2003 Amendment and Restatement)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.3 therein)
|
10(iii)
|
|
10.39
|
|
First Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2003 Amendment and Restatement)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.4 therein)
|
10(iii)
|
|
10.40
|
|
Second Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2003 Amendment and Restatement)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.5 therein)
|
10(iii)
|
|
10.41
|
|
Third Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2003 Amendment and Restatement)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.6 therein)
|
10(iii)
|
|
10.42
|
|
Fourth Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2003 Amendment and Restatement)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.7 therein)
|
10(iii)
|
|
10.43
|
|
The Progressive Corporation Executive Deferred Compensation Plan (2008 Amendment and Restatement)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.8 therein)
|
10(iii)
|
|
10.44
|
|
First Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2008 Amendment and Restatement)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.9 therein)
|
10(iii)
|
|
10.45
|
|
The Progressive Corporation Executive Deferred Compensation Plan (2010 Amendment and Restatement)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.10 therein)
|
EXHIBIT INDEX
|
||||||
Exhibit No.
Under
Reg. S-K,
Item 601
|
|
Form 10-K
Exhibit
No.
|
|
Description of Exhibit
|
|
If Incorporated by Reference, Documents with
Which Exhibit was Previously Filed with SEC
|
10(iii)
|
|
10.46
|
|
First Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2010 Amendment and Restatement)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.11 therein)
|
10(iii)
|
|
10.47
|
|
Form of The Progressive Corporation Executive Deferred Compensation Plan Deferral Agreement (for 2005 through 2009)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.12 therein)
|
10(iii)
|
|
10.48
|
|
Form of The Progressive Corporation Executive Deferred Compensation Plan Gainsharing/Bonus Deferral Agreement (for 2010 and thereafter)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.13 therein)
|
10(iii)
|
|
10.49
|
|
Form of The Progressive Corporation Executive Deferred Compensation Plan Performance-Based Restricted Stock Deferral Agreement (for 2004)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.14 therein)
|
10(iii)
|
|
10.50
|
|
Form of The Progressive Corporation Executive Deferred Compensation Plan Performance-Based Restricted Stock Deferral Agreement (for 2005)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.15 therein)
|
10(iii)
|
|
10.51
|
|
Form of The Progressive Corporation Executive Deferred Compensation Plan Performance-Based Restricted Stock Deferral Agreement (for 2006 through 2009)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.16 therein)
|
10(iii)
|
|
10.52
|
|
Form of The Progressive Corporation Executive Deferred Compensation Plan Performance-Based Restricted Stock Unit Deferral Agreement (for 2010 and thereafter)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.17 therein)
|
10(iii)
|
|
10.53
|
|
Form of The Progressive Corporation Executive Deferred Compensation Plan Time-Based Restricted Stock Deferral Agreement (for 2003)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.18 therein)
|
10(iii)
|
|
10.54
|
|
Form of The Progressive Corporation Executive Deferred Compensation Plan Time-Based Restricted Stock Deferral Agreement (for 2004)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.19 therein)
|
10(iii)
|
|
10.55
|
|
Form of The Progressive Corporation Executive Deferred Compensation Plan Time-Based Restricted Stock Deferral Agreement (for 2005)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.20 therein)
|
10(iii)
|
|
10.56
|
|
Form of The Progressive Corporation Executive Deferred Compensation Plan Time-Based Restricted Stock Deferral Agreement (for 2006 through 2009)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.21 therein)
|
10(iii)
|
|
10.57
|
|
Form of The Progressive Corporation Executive Deferred Compensation Plan Time-Based Restricted Stock Unit Deferral Agreement (for 2010 and thereafter)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.22 therein)
|
EXHIBIT INDEX
|
||||||
Exhibit No.
Under
Reg. S-K,
Item 601
|
|
Form 10-K
Exhibit
No.
|
|
Description of Exhibit
|
|
If Incorporated by Reference, Documents with
Which Exhibit was Previously Filed with SEC
|
10(iii)
|
|
10.58
|
|
The Progressive Corporation Executive Deferred Compensation Trust (November 8, 2002 Amendment and Restatement)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.23 therein)
|
10(iii)
|
|
10.59
|
|
First Amendment to Trust Agreement between Fidelity Management Trust Company and Progressive
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.24 therein)
|
10(iii)
|
|
10.60
|
|
Second Amendment to The Progressive Corporation Executive Deferred Compensation Trust
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.25 therein)
|
10(iii)
|
|
10.61
|
|
Third Amendment to The Progressive Corporation Executive Deferred Compensation Trust
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.26 therein)
|
10(iii)
|
|
10.62
|
|
Fourth Amendment to The Progressive Corporation Executive Deferred Compensation Trust
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.27 therein)
|
10(iii)
|
|
10.63
|
|
Fifth Amendment to The Progressive Corporation Executive Deferred Compensation Trust
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.28 therein)
|
10(iii)
|
|
10.64
|
|
Sixth Amendment to The Progressive Corporation Executive Deferred Compensation Trust
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.29 therein)
|
10(iii)
|
|
10.65
|
|
Seventh Amendment to The Progressive Corporation Executive Deferred Compensation Trust
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.30 therein)
|
10(iii)
|
|
10.66
|
|
Eighth Amendment to The Progressive Corporation Executive Deferred Compensation Trust
|
|
Filed herewith
|
10(iii)
|
|
10.67
|
|
The Progressive Corporation Directors Deferral Plan (2008 Amendment and Restatement)
|
|
Annual Report on Form 10-K (filed on February 26, 2013; Exhibit 10.62 therein)
|
10(iii)
|
|
10.68
|
|
The Progressive Corporation Directors Restricted Stock Deferral Plan (2008 Amendment and Restatement)
|
|
Annual Report on Form 10-K (filed on February 26, 2013; Exhibit 10.63 therein)
|
10(iii)
|
|
10.69
|
|
First Amendment to The Progressive Corporation Directors Restricted Stock Deferral Plan (2008 Amendment and Restatement)
|
|
Filed herewith
|
10(iii)
|
|
10.70
|
|
Form of The Progressive Corporation Directors Restricted Stock Deferral Plan Deferral Agreement
|
|
Annual Report on Form 10-K (filed on March 1, 2010; Exhibit 10.53 therein)
|
10(iii)
|
|
10.71
|
|
Director Compensation Schedule for 2011 and 2012
|
|
Annual Report on Form 10-K (filed on March 1, 2011; Exhibit 10.64 therein)
|
10(iii)
|
|
10.72
|
|
Director Compensation Schedule for 2013
|
|
Filed herewith
|
EXHIBIT INDEX
|
||||||
Exhibit No.
Under
Reg. S-K,
Item 601
|
|
Form 10-K
Exhibit
No.
|
|
Description of Exhibit
|
|
If Incorporated by Reference, Documents with
Which Exhibit was Previously Filed with SEC
|
10(iii)
|
|
10.73
|
|
The Progressive Corporation Executive Separation Allowance Plan (2006 Amendment and Restatement)
|
|
Annual Report on Form 10-K (filed on March 1, 2011; Exhibit 10.65 therein)
|
10(iii)
|
|
10.74
|
|
First Amendment to The Progressive Corporation Executive Separation Allowance Plan (2006 Amendment and Restatement)
|
|
Annual Report on Form 10-K (filed on February 26, 2013; Exhibit 10.68 therein)
|
10(iii)
|
|
10.75
|
|
Second Amendment to The Progressive Corporation Executive Separation Allowance Plan (2006 Amendment and Restatement)
|
|
Quarterly Report on Form 10-Q (filed on May 9, 2011; Exhibit 10.1 therein)
|
10(iii)
|
|
10.76
|
|
Third Amendment to The Progressive Corporation Executive Separation Allowance Plan (2006 Amendment and Restatement)
|
|
Quarterly Report on Form 10-Q (filed on May 9, 2011; Exhibit 10.2 therein)
|
10(iii)
|
|
10.77
|
|
Fourth Amendment to The Progressive Corporation Executive Separation Allowance Plan (2006 Amendment and Restatement)
|
|
Quarterly Report on Form 10-Q (filed on August 6, 2013; Exhibit 10.2 therein)
|
10(iii)
|
|
10.78
|
|
Fifth Amendment to The Progressive Corporation Executive Separation Allowance Plan (2006 Amendment and Restatement)
|
|
Quarterly Report on Form 10-Q (filed on August 6, 2013; Exhibit 10.3 therein)
|
10(iii)
|
|
10.79
|
|
2011 Non-plan Cash Bonus Paid to William M. Cody, Chief Investment Officer
|
|
Current Report on Form 8-K (filed on March 6, 2012; description under “Item 5.02” therein)
|
10(iii)
|
|
10.80
|
|
2012 Progressive Capital Management Bonus Plan
|
|
Current Report on Form 8-K (filed on March 6, 2012; Exhibit 10.1 therein)
|
10(iii)
|
|
10.81
|
|
2013 Progressive Capital Management Bonus Plan
|
|
Annual Report on Form 10-K (filed on February 26, 2013; Exhibit 10.73 therein)
|
10(iii)
|
|
10.82
|
|
2014 Progressive Capital Management Bonus Plan
|
|
Filed herewith
|
11
|
|
11
|
|
Computation of Earnings Per Share
|
|
Filed herewith
|
13
|
|
13
|
|
The Progressive Corporation 2013 Annual Report to Shareholders
|
|
Filed herewith
|
21
|
|
21
|
|
Subsidiaries of The Progressive Corporation
|
|
Filed herewith
|
23
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm
|
|
Incorporated herein by reference to page 43 of this Annual Report on Form 10-K
|
24
|
|
24
|
|
Powers of Attorney
|
|
Filed herewith
|
31
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer, Glenn M. Renwick
|
|
Filed herewith
|
31
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer, Brian C. Domeck
|
|
Filed herewith
|
EXHIBIT INDEX
|
||||||
Exhibit No.
Under
Reg. S-K,
Item 601
|
|
Form 10-K
Exhibit
No.
|
|
Description of Exhibit
|
|
If Incorporated by Reference, Documents with
Which Exhibit was Previously Filed with SEC
|
32
|
|
32.1
|
|
Section 1350 Certification of the Principal Executive Officer, Glenn M. Renwick
|
|
Furnished herewith
|
32
|
|
32.2
|
|
Section 1350 Certification of the Principal Financial Officer, Brian C. Domeck
|
|
Furnished herewith
|
99
|
|
99
|
|
Letter to Shareholders from Glenn M. Renwick, President and Chief Executive Officer
|
|
Furnished herewith
|
101
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
101
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
101
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
101
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
101
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
101
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
American Axle & Manufacturing Holdings, Inc. | AXL |
Aon Plc | AON |
Marsh & McLennan Companies, Inc. | MMC |
Suppliers
Supplier name | Ticker |
---|---|
Tesla, Inc. | TSLA |
Toyota Motor Corporation | TM |
Canaan Inc. | CAN |
General Motors Company | GM |
PACCAR Inc | PCAR |
Honda Motor Co., Ltd. | HMC |
General Motors Company | GM |
PACCAR Inc | PCAR |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|