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ý
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Ohio
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34-0963169
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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6300 Wilson Mills Road, Mayfield Village, Ohio
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44143
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Shares, $1.00 Par Value
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New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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•
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Personal auto insurance
represented approximately 92% of our total Personal Lines net premiums written in 2016, 2015, and 2014. We ranked fourth in market share in the U.S. private passenger auto market for
2015
based on net premiums written and believe that we continued to hold that position for
2016
. There are approximately 300 competitors in this market. Progressive and the other leading 15 private passenger auto insurers, each of which writes over $2.0 billion of premiums annually, comprise about 80% of this market. All industry data, including ranking and market share, was obtained directly from data reported by either SNL Financial or A.M. Best Company, Inc. (“A.M. Best”), or was estimated using A.M. Best data as the primary source.
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•
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Special lines products include insurance for motorcycles, ATVs, RVs, manufactured homes, watercraft, snowmobiles, and similar items, and represented about 8% of our Personal Lines net premiums written for 2016, 2015, and 2014. 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 providers of most of these products, and that we have been the market share leader for the motorcycle product since 1998.
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•
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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. 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 channel represented 51% of our Personal Lines volume in
2016
, compared to 52% in
2015
and 54% in
2014
.
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•
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The Direct business includes business written directly by us on the Internet, through mobile devices, and over the phone. The total net premiums written by the Direct business represented 49% of our Personal Lines volume in
2016
, compared to 48% in
2015
and 46% in
2014
.
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•
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In the Direct channel, Progressive Home Advantage
®
(PHA) is the program in which we bundle our auto product with homeowners and renters insurance provided by unaffiliated insurance carriers or ASI.
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•
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Together with ASI as our exclusive provider, we also offer a PHA program in our Agency business. Our two organizations now have dedicated, coordinated sales teams focusing on auto/home (and auto/renters) bundled growth in this channel.
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•
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In addition, we offer the Platinum product to those select agents who have the appropriate customers and believe our bundled offering is a "must have" for their agency. This product is a single offering that combines home insurance from ASI and auto insurance from Progressive with compensation, coordinated policy periods, single event deductible, and other features that meet the needs and desires that our agents have expressed. During 2016, we expanded Platinum in both the number of agents that have access to the product as well as the number of states where it is available.
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•
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Our special lines products and umbrella insurance can be combined with any of the auto, home, or renters coverages that we offer, in either the Direct or Agency businesses.
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As our mix of Direct customers shifts towards more complex, multi-product customers, we are further expanding the roster of products that we make available to consumers through other companies. As a result, visitors to our website can now be connected to unaffiliated insurance carriers that provide life, health, or travel insurance, among others insurance products, as well as to third parties providing vehicle extended warranties, or finance or refinance products.
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•
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Business auto
– autos, vans, and pick-up trucks used by small businesses, such as retailing, farming, services, and private trucking,
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•
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For-hire transportation
– tractors, trailers, and straight trucks primarily used by regional general freight and expeditor-type businesses and non-fleet long-haul operators,
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•
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Contractor
– vans, pick-up trucks, and dump trucks used by small businesses, such as artisans, heavy construction, and landscapers/snowplowers,
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•
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For-hire specialty
– dump trucks, log trucks, and garbage trucks used by dirt, sand and gravel, logging, and coal-type businesses,
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•
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Tow
– tow trucks and wreckers used in towing services and gas/service station businesses, and
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•
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For-hire livery
– non-fleet (i.e., five or fewer vehicles) taxis, black-car services, and airport taxis
.
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•
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Commercial Automobile Insurance Procedures/Plans (CAIP)
– We are the only servicing carrier on a nationwide basis for CAIP plans, 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. Reimbursements to us from the CAIP plans are required by state laws and regulations, subject to contractual service standards. Any changes in our participation as a CAIP service provider would not materially affect our financial condition, results of operations, or cash flows.
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•
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Commission-based businesses
– We earn commissions as an agent for other insurance companies, as follows:
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•
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Licensing of insurers and agents,
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•
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Capital and surplus requirements,
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•
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Statutory accounting principles specific to insurance companies and the content of required financial and other reports,
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•
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Requirements for establishing insurance reserves,
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•
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Investments,
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•
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Acquisitions of insurers and transactions between insurers and their affiliates,
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•
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Limitations on rates of return or profitability,
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•
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Rating criteria, rate levels, and rate changes,
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•
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Insolvencies of insurance companies,
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•
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Assigned risk programs,
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•
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Authority to exit a business, and
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•
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Numerous requirements relating to other areas of insurance operations, including: required coverages, policy forms, underwriting standards, and claims handling.
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•
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the insurer’s financial statements under statutory accounting principles,
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•
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details concerning claims reserves held by the insurer,
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specific investments held by the insurer, and
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•
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numerous other disclosures about the insurer’s financial condition and operations.
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Category
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GAAP Accounting
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SAP Accounting
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Acquisition
Expenses
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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.
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Commissions, premium taxes, and all other acquisition expenses are expensed as incurred.
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Non-admitted
Assets
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Premiums receivable are reported net of an allowance for doubtful accounts.
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Premiums receivable over 90 days past due are “non-admitted,” which means they are excluded from surplus. For premiums receivable less than 90 days past due, we also estimate a bad debt reserve.
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Furniture, equipment, application software, leasehold improvements, and prepaid expenses are capitalized and amortized over their useful lives or periods benefited.
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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.
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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.
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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.
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Reinsurance
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Ceded reinsurance balances are shown as an asset on the balance sheet as “prepaid reinsurance premiums” and “reinsurance recoverables.”
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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.
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Investment
Valuation
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Fixed-maturity securities, which are classified as available-for-sale, are reported at fair values.
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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.
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Preferred stocks, both redeemable and nonredeemable, are reported at fair values.
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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.
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Federal Income
Taxes
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The income tax provision includes both current and deferred income taxes.
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For income statement reporting, the income tax provision only includes current tax expense. Deferred taxes are recorded directly to surplus. Deferred tax assets are subject to certain limitations on admissibility.
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State Income Taxes
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The income tax provision includes both current and deferred income taxes.
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Current income taxes are recorded as a component of underwriting expenses. Deferred income taxes are not recorded.
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•
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Insurance Risks -
risks associated with assuming, or indemnifying for, the losses or liabilities incurred by policyholders
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•
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Operating Risks -
risks stemming from external or internal events or circumstances that directly or indirectly may affect our insurance operations
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•
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Market Risks -
risks that may cause
changes in the value of assets held in our investment portfolios, and
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•
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Credit and Other Financial Risks
- 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.
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•
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the availability of sufficient, reliable data
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•
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our ability to conduct a complete and accurate analysis of available data
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•
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uncertainties inherent in estimates and assumptions, generally
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•
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our ability to timely recognize changes in trends and to predict both the severity and frequency of future losses with reasonable accuracy
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•
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our ability to predict changes in operating expenses with reasonable accuracy
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•
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the development, selection, and application of appropriate rating formulae or other pricing methodologies
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•
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our ability to innovate with new pricing strategies and the success of those strategies
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•
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our ability to implement rate changes and obtain any required regulatory approvals on a timely basis
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•
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our ability to predict policyholder retention accurately
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•
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unanticipated court decisions, legislation, or regulatory actions
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•
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the frequency and severity of catastrophe events
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•
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our ability to understand the impact of ongoing changes in our claims settlement practices
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•
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changing vehicle usage and driving patterns, which may be influenced by oil and gas prices among other factors, changes in residential occupancy patterns, and the emerging sharing economy
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•
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advancements in vehicle or home technology or safety features, such as accident and loss prevention technologies or the development of autonomous or partially autonomous vehicles
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•
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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
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•
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unforeseen disruptive technologies and events, and
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•
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unanticipated changes in auto repair costs, auto parts prices, used car prices, or construction requirements or labor and materials costs.
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•
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the availability of sufficient, reliable data
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•
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the difficulty in predicting the rate and direction of changes in frequency and severity trends, including the effects of future inflation rates, for multiple products in multiple markets
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•
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unexpected changes in medical costs, auto repair costs, or the costs of construction labor and materials
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•
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unanticipated changes in governing statutes and regulations
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•
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new or changing interpretations of insurance policy provisions and coverage-related issues by courts
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•
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the effects of changes in our claims settlement practices
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•
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our ability to recognize fraudulent or inflated claims
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•
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the accuracy of our estimates regarding claims that have been incurred but not recorded as of the date of the financial statements
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•
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the accuracy and adequacy of actuarial techniques and databases used in estimating loss reserves
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•
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the accuracy and timeliness of our estimates of loss and loss adjustment expenses as determined for different categories of claims, and
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•
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The ultimate paid losses and loss adjustment expenses may deviate, perhaps substantially, from point-in-time estimates of such losses and expenses, as reflected in the loss reserves included in our financial statements. Consequently, ultimate losses paid could materially exceed reported loss reserves and have a material adverse effect on our financial condition, cash flows, or results of operations. Further information on our loss reserves can be found in
Note 6 - Loss and Loss Adjustment Expense Reserves
in our Annual Report.
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•
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steal, corrupt, or destroy data, including our intellectual property, financial data or the personal information of our customers or employees
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•
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misappropriate funds
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•
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disrupt or shut down our systems
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•
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deny customers, agents, brokers, or others access to our systems, or
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•
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infect our systems with viruses or malware.
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•
|
Interest rate risk
- the risk of adverse changes in the value of fixed-income securities as a result of increases in market interest rates.
|
•
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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.
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•
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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.
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•
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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.
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•
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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.
|
•
|
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, and
|
•
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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.
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Year
|
|
Quarter
|
|
High
|
|
Low
|
|
Close
|
|
Dividends
Declared
Per Share
|
|||||||||
2016
|
|
1
|
|
|
$
|
35.27
|
|
|
$
|
29.32
|
|
|
$
|
35.14
|
|
|
$
|
0
|
|
|
|
2
|
|
|
35.54
|
|
|
31.14
|
|
|
33.50
|
|
|
0
|
|
||||
|
|
3
|
|
|
34.29
|
|
|
30.54
|
|
|
31.50
|
|
|
0
|
|
||||
|
|
4
|
|
|
35.95
|
|
|
30.66
|
|
|
35.50
|
|
|
0.6808
|
|
||||
|
|
|
|
$
|
35.95
|
|
|
$
|
29.32
|
|
|
$
|
35.50
|
|
|
$
|
0.6808
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2015
|
|
1
|
|
|
$
|
27.90
|
|
|
$
|
25.23
|
|
|
$
|
27.20
|
|
|
$
|
0
|
|
|
|
2
|
|
|
28.50
|
|
|
26.44
|
|
|
27.83
|
|
|
0
|
|
||||
|
|
3
|
|
|
31.70
|
|
|
27.23
|
|
|
30.64
|
|
|
0
|
|
||||
|
|
4
|
|
|
33.95
|
|
|
30.09
|
|
|
31.80
|
|
|
0.8882
|
|
||||
|
|
|
|
$
|
33.95
|
|
|
$
|
25.23
|
|
|
$
|
31.80
|
|
|
$
|
0.8882
|
|
(millions, except per share amounts)
|
|
|
Amount
|
|||||
Dividend Type
|
Declared
|
Paid
|
Per
Share |
|
Total
1
|
|
||
Annual – Variable
|
December 2016
|
February 2017
|
$
|
0.6808
|
|
$
|
395.4
|
|
Annual – Variable
|
December 2015
|
February 2016
|
0.8882
|
|
519.2
|
|
||
Annual – Variable
|
December 2014
|
February 2015
|
0.6862
|
|
404.1
|
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||||
2016 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
|
502,507
|
|
|
$
|
31.91
|
|
|
68,026,454
|
|
|
6,973,546
|
|
November
|
406,145
|
|
|
31.28
|
|
|
68,432,599
|
|
|
6,567,401
|
|
|
December
|
3,817
|
|
|
33.49
|
|
|
68,436,416
|
|
|
6,563,584
|
|
|
Total
|
912,469
|
|
|
$
|
31.64
|
|
|
|
|
|
|
For the years ended December 31,
|
||||||||||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||||
Total revenues
|
$
|
23,441.4
|
|
|
$
|
20,853.8
|
|
|
$
|
19,391.4
|
|
|
$
|
18,170.9
|
|
|
$
|
17,083.9
|
|
Net income attributable to Progressive
|
1,031.0
|
|
|
1,267.6
|
|
|
1,281.0
|
|
|
1,165.4
|
|
|
902.3
|
|
|||||
Per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to Progressive
|
1.76
|
|
|
2.15
|
|
|
2.15
|
|
|
1.93
|
|
|
1.48
|
|
|||||
Dividends declared
|
0.6808
|
|
|
0.8882
|
|
|
0.6862
|
|
|
1.4929
|
|
|
1.2845
|
|
|||||
Comprehensive income attributable to Progressive
|
1,164.0
|
|
|
1,044.9
|
|
|
1,352.4
|
|
|
1,246.1
|
|
|
1,080.8
|
|
|||||
Total assets
|
33,427.5
|
|
|
29,819.3
|
|
|
25,787.6
|
|
|
24,408.2
|
|
|
22,694.7
|
|
|||||
Debt outstanding
|
3,148.2
|
|
|
2,707.9
|
|
|
2,164.7
|
|
|
1,860.9
|
|
|
2,063.1
|
|
|||||
Total shareholders’ equity
|
7,957.1
|
|
|
7,289.4
|
|
|
6,928.6
|
|
|
6,189.5
|
|
|
6,007.0
|
|
|||||
Redeemable noncontrolling interest
|
483.7
|
|
|
464.9
|
|
|
--
|
|
|
--
|
|
|
--
|
|
Name
|
|
Age
|
|
Offices Held and Last Five Years’ Business Experience
|
Susan Patricia Griffith
|
|
52
|
|
President and Chief Executive Officer since July 2016; Vice President from May 2015 to June 2016; Personal Lines Chief Operating Officer from April 2015 to June 2016; President of Customer Operations from April 2014 to March 2015; Claims Group President prior to April 2014
|
John P. Sauerland
|
|
52
|
|
Vice President since May 2015; Chief Financial Officer since April 2015; Personal Lines Group President prior to April 2015
|
John F. Auer
|
|
62
|
|
President, Chief Executive Officer, and Treasurer of ARX Holding Corp.
|
John A. Barbagallo
|
|
57
|
|
Commercial Lines President; Commercial Lines Group President, including Agency Operations prior to May 2015
|
Jeffrey W. Basch
|
|
58
|
|
Vice President and Chief Accounting Officer
|
Steven A. Broz
|
|
46
|
|
Chief Information Officer since February 2016; Claims Process General Manager from March 2015 to January 2016; Enterprise Project Management Office Leader prior to March 2015
|
Patrick K. Callahan
|
|
46
|
|
Personal Lines President since April 2015; Direct Acquisition Business Leader from March 2013 to March 2015; Special Lines General Manager prior to March 2013
|
M. Jeffrey Charney
|
|
57
|
|
Chief Marketing Officer
|
William M. Cody
|
|
54
|
|
Chief Investment Officer
|
Daniel P. Mascaro
|
|
53
|
|
Vice President, Secretary, and Chief Legal Officer beginning March 1, 2017; Claims Legal business leader from January 2013 to February 2017; Personal Lines General Manager prior to January 2013
|
John Murphy
|
|
47
|
|
Customer Relationship Management President since January 2016; Customer Relationship Management Business Leader from February 2015 to January 2016; Corporate Process Business Leader prior to February 2015
|
Lori Niederst
|
|
43
|
|
Chief Human Resource Officer since November 2016; Senior Human Resource Business Leader prior to November 2016
|
Michael D. Sieger
|
|
55
|
|
Claims President since January 2015; Claims Process General Manager prior to January 2015
|
Glenn M. Renwick
|
|
61
|
|
Executive Chairman of the Board since July 2016; Chairman of the Board from November 2013 to June 2016; President and Chief Executive Officer prior to July 2016
|
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
:
|
|
|
|
|
|
|
|
||
2015 Equity Incentive Plan
|
|
1,736,643
|
|
1,2
|
NA
|
|
10,253,079
|
|
3
|
2010 Equity Incentive Plan
|
|
5,214,730
|
|
1,2
|
NA
|
|
3,885,005
|
|
3
|
Subtotal Employee Plans
|
|
6,951,373
|
|
|
NA
|
|
14,138,084
|
|
|
Director Plans
:
|
|
|
|
|
|
|
|
||
2003 Directors Equity Incentive Plan
|
|
55,839
|
|
|
NA
|
|
250,039
|
|
|
Subtotal Director Plans
|
|
55,839
|
|
|
NA
|
|
250,039
|
|
|
Equity compensation plans not approved by security holders:
|
|
|
|
|
|
|
|
||
None
|
|
|
|
|
|
|
|
||
Total
|
|
7,007,212
|
|
|
NA
|
|
14,388,123
|
|
|
•
|
Report of Independent Registered Public Accounting Firm
|
•
|
Consolidated Statements of Comprehensive Income - For the Years Ended
December 31, 2016
,
2015
, and
2014
|
•
|
Consolidated Balance Sheets -
December 31, 2016
and
2015
|
•
|
Consolidated Statements of Changes in Shareholders’ Equity - For the Years Ended
December 31, 2016
,
2015
, and
2014
|
•
|
Consolidated Statements of Cash Flows - For the Years Ended
December 31, 2016
,
2015
, and
2014
|
•
|
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
|
•
|
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, 2016
|
||||||||||
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
|
$
|
2,899.2
|
|
|
$
|
2,870.1
|
|
|
$
|
2,870.1
|
|
States, municipalities, and political subdivisions
|
2,509.5
|
|
|
2,502.6
|
|
|
2,502.6
|
|
|||
Foreign government obligations
|
24.5
|
|
|
24.5
|
|
|
24.5
|
|
|||
Public utilities
|
135.6
|
|
|
135.1
|
|
|
135.1
|
|
|||
Corporate and other debt securities
|
4,422.2
|
|
|
4,415.8
|
|
|
4,415.8
|
|
|||
Asset-backed securities
|
6,107.3
|
|
|
6,103.8
|
|
|
6,103.8
|
|
|||
Redeemable preferred stocks
|
188.8
|
|
|
191.9
|
|
|
191.9
|
|
|||
Total fixed maturities
|
16,287.1
|
|
|
16,243.8
|
|
|
16,243.8
|
|
|||
Equity securities:
|
|
|
|
|
|
||||||
Common stocks:
|
|
|
|
|
|
||||||
Public utilities
|
106.7
|
|
|
168.6
|
|
|
168.6
|
|
|||
Banks, trusts, and insurance companies
|
265.5
|
|
|
558.2
|
|
|
558.2
|
|
|||
Industrial, miscellaneous, and all other
|
1,065.3
|
|
|
2,085.6
|
|
|
2,085.6
|
|
|||
Nonredeemable preferred stocks
|
734.2
|
|
|
853.5
|
|
|
853.5
|
|
|||
Total equity securities
|
2,171.7
|
|
|
3,665.9
|
|
|
3,665.9
|
|
|||
Short-term investments
|
3,572.9
|
|
|
3,572.9
|
|
|
3,572.9
|
|
|||
Total investments
|
$
|
22,031.7
|
|
|
$
|
23,482.6
|
|
|
$
|
23,482.6
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
||||||
Dividends from subsidiaries
|
$
|
375.5
|
|
|
$
|
852.5
|
|
|
$
|
1,000.2
|
|
Undistributed income (loss) from subsidiaries
|
741.9
|
|
|
500.0
|
|
|
358.3
|
|
|||
Equity in net income of subsidiaries*
|
1,117.4
|
|
|
1,352.5
|
|
|
1,358.5
|
|
|||
Intercompany investment income*
|
5.5
|
|
|
3.9
|
|
|
2.4
|
|
|||
Gains (losses) on extinguishment of debt
|
1.6
|
|
|
(0.9
|
)
|
|
(4.8
|
)
|
|||
Total revenues
|
1,124.5
|
|
|
1,355.5
|
|
|
1,356.1
|
|
|||
Expenses
|
|
|
|
|
|
||||||
Interest expense
|
140.4
|
|
|
136.1
|
|
|
120.2
|
|
|||
Deferred compensation
1
|
5.3
|
|
|
5.3
|
|
|
2.8
|
|
|||
Other operating costs and expenses
|
4.2
|
|
|
5.4
|
|
|
4.4
|
|
|||
Total expenses
|
149.9
|
|
|
146.8
|
|
|
127.4
|
|
|||
Income before income taxes
|
974.6
|
|
|
1,208.7
|
|
|
1,228.7
|
|
|||
Benefit for income taxes
|
56.4
|
|
|
58.9
|
|
|
52.3
|
|
|||
Net income attributable to Progressive
|
1,031.0
|
|
|
1,267.6
|
|
|
1,281.0
|
|
|||
Other comprehensive income (loss)
|
133.0
|
|
|
(222.7
|
)
|
|
71.4
|
|
|||
Comprehensive income attributable to Progressive
|
$
|
1,164.0
|
|
|
$
|
1,044.9
|
|
|
$
|
1,352.4
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Investment in affiliate
|
$
|
5.0
|
|
|
$
|
5.0
|
|
Investment in subsidiaries*
|
10,280.9
|
|
|
9,192.3
|
|
||
Receivable from investment subsidiary*
|
1,121.9
|
|
|
1,200.5
|
|
||
Intercompany receivable*
|
443.3
|
|
|
406.0
|
|
||
Net deferred income taxes
|
97.1
|
|
|
90.6
|
|
||
Other assets
|
137.3
|
|
|
124.8
|
|
||
Total assets
|
$
|
12,085.5
|
|
|
$
|
11,019.2
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Accounts payable, accrued expenses, and other liabilities
|
$
|
228.4
|
|
|
$
|
202.7
|
|
Dividend payable
|
395.4
|
|
|
519.2
|
|
||
Debt
|
3,020.9
|
|
|
2,543.0
|
|
||
Total liabilities
|
3,644.7
|
|
|
3,264.9
|
|
||
Redeemable noncontrolling interest (NCI)
|
483.7
|
|
|
464.9
|
|
||
Shareholders' Equity
|
|
|
|
||||
Common shares, $1.00 par value (authorized 900.0; issued 797.5 and 797.6 including treasury shares of 217.6 and 214.0)
|
579.9
|
|
|
583.6
|
|
||
Paid-in capital
|
1,303.4
|
|
|
1,218.8
|
|
||
Retained earnings
|
5,140.4
|
|
|
4,686.6
|
|
||
Total accumulated other comprehensive income attributable to Progressive
|
933.4
|
|
|
800.4
|
|
||
Total shareholders’ equity
|
7,957.1
|
|
|
7,289.4
|
|
||
Total liabilities, redeemable NCI, and shareholders’ equity
|
$
|
12,085.5
|
|
|
$
|
11,019.2
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net income attributable to Progressive
|
$
|
1,031.0
|
|
|
$
|
1,267.6
|
|
|
$
|
1,281.0
|
|
Adjustments to reconcile net income attributable to Progressive to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Undistributed (income) loss from subsidiaries
|
(741.9
|
)
|
|
(500.0
|
)
|
|
(358.3
|
)
|
|||
Amortization of equity-based compensation
|
2.2
|
|
|
2.4
|
|
|
2.2
|
|
|||
(Gains) losses on extinguishment of debt
|
(1.6
|
)
|
|
0.9
|
|
|
4.8
|
|
|||
Changes in:
|
|
|
|
|
|
||||||
Intercompany receivable
|
(37.3
|
)
|
|
7.0
|
|
|
(105.4
|
)
|
|||
Accounts payable, accrued expenses, and other liabilities
|
24.2
|
|
|
(46.2
|
)
|
|
18.2
|
|
|||
Income taxes
|
(5.0
|
)
|
|
12.3
|
|
|
61.1
|
|
|||
Other, net
|
(13.3
|
)
|
|
(3.1
|
)
|
|
0.4
|
|
|||
Net cash provided by operating activities
|
258.3
|
|
|
740.9
|
|
|
904.0
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Additional investments in equity securities of consolidated subsidiaries
|
(112.0
|
)
|
|
(40.2
|
)
|
|
(21.1
|
)
|
|||
Acquisition of ARX
|
0
|
|
|
(890.1
|
)
|
|
0
|
|
|||
(Paid to) received from investment subsidiary
|
78.6
|
|
|
409.1
|
|
|
(29.1
|
)
|
|||
Net cash used in investing activities
|
(33.4
|
)
|
|
(521.2
|
)
|
|
(50.2
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Tax benefit from vesting of equity-based compensation
|
9.2
|
|
|
16.8
|
|
|
12.8
|
|
|||
Net proceeds from debt issuance
|
495.6
|
|
|
394.9
|
|
|
346.3
|
|
|||
Reacquisitions of debt
|
(18.2
|
)
|
|
(19.3
|
)
|
|
(48.9
|
)
|
|||
Dividends paid to shareholders
|
(519.0
|
)
|
|
(403.6
|
)
|
|
(892.6
|
)
|
|||
Acquisition of treasury shares
|
(192.5
|
)
|
|
(208.5
|
)
|
|
(271.4
|
)
|
|||
Net cash used in financing activities
|
(224.9
|
)
|
|
(219.7
|
)
|
|
(853.8
|
)
|
|||
Change in cash
|
0
|
|
|
0
|
|
|
0
|
|
|||
Cash, beginning of year
|
0
|
|
|
0
|
|
|
0
|
|
|||
Cash, end of year
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
(millions)
|
2016
|
2015
|
2014
|
||||||
Income taxes
|
$
|
450.2
|
|
$
|
625.0
|
|
$
|
515.0
|
|
Interest
|
134.2
|
|
128.2
|
|
116.0
|
|
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, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Personal Lines
|
|
|
|
|
|
|
|
|
$
|
19,188.2
|
|
|
|
|
$
|
14,591.1
|
|
|
$
|
1,446.6
|
|
|
$
|
2,549.2
|
|
|
$
|
19,819.5
|
|
||||||||||
Commercial Lines
|
|
|
|
|
|
|
|
|
2,421.3
|
|
|
|
|
1,741.0
|
|
|
266.7
|
|
|
285.4
|
|
|
2,598.3
|
|
|||||||||||||||
Property
|
|
|
|
|
|
|
|
|
864.5
|
|
|
|
|
546.1
|
|
|
150.5
|
|
|
137.2
|
|
|
935.7
|
|
|||||||||||||||
Other indemnity
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
1.4
|
|
|
0
|
|
|
0.2
|
|
|
0
|
|
|||||||||||||||
Total
|
$
|
651.2
|
|
|
$
|
11,368.0
|
|
|
$
|
7,468.3
|
|
|
$
|
0
|
|
|
$
|
22,474.0
|
|
|
$
|
456.5
|
|
|
$
|
16,879.6
|
|
|
$
|
1,863.8
|
|
|
$
|
2,972.0
|
|
|
$
|
23,353.5
|
|
Year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Personal Lines
|
|
|
|
|
|
|
|
|
$
|
17,294.5
|
|
|
|
|
$
|
12,748.7
|
|
|
$
|
1,331.3
|
|
|
$
|
2,379.9
|
|
|
$
|
17,703.6
|
|
||||||||||
Commercial Lines
|
|
|
|
|
|
|
|
|
1,995.9
|
|
|
|
|
1,244.5
|
|
|
219.4
|
|
|
232.6
|
|
|
2,171.2
|
|
|||||||||||||||
Property
|
|
|
|
|
|
|
|
|
609.1
|
|
|
|
|
349.0
|
|
|
101.1
|
|
|
98.8
|
|
|
689.6
|
|
|||||||||||||||
Other indemnity
|
|
|
|
|
|
|
|
|
(0.4
|
)
|
|
|
|
(0.2
|
)
|
|
0
|
|
|
0.8
|
|
|
(0.4
|
)
|
|||||||||||||||
Total
|
$
|
564.1
|
|
|
$
|
10,039.0
|
|
|
$
|
6,621.8
|
|
|
$
|
0
|
|
|
$
|
19,899.1
|
|
|
$
|
431.8
|
|
|
$
|
14,342.0
|
|
|
$
|
1,651.8
|
|
|
$
|
2,712.1
|
|
|
$
|
20,564.0
|
|
Year ended December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Personal Lines
|
|
|
|
|
|
|
|
|
$
|
16,561.0
|
|
|
|
|
$
|
12,161.2
|
|
|
$
|
1,322.9
|
|
|
$
|
2,262.6
|
|
|
$
|
16,759.2
|
|
||||||||||
Commercial Lines
|
|
|
|
|
|
|
|
|
1,837.5
|
|
|
|
|
1,133.4
|
|
|
201.1
|
|
|
204.2
|
|
|
1,895.4
|
|
|||||||||||||||
Property
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||||
Other indemnity
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
11.6
|
|
|
0
|
|
|
0.3
|
|
|
0
|
|
|||||||||||||||
Total
|
$
|
457.2
|
|
|
$
|
8,857.4
|
|
|
$
|
5,440.1
|
|
|
$
|
0
|
|
|
$
|
18,398.5
|
|
|
$
|
389.5
|
|
|
$
|
13,306.2
|
|
|
$
|
1,524.0
|
|
|
$
|
2,467.1
|
|
|
$
|
18,654.6
|
|
Year Ended:
|
Gross Amount
|
|
Ceded to
Other Companies |
|
Assumed
From Other Companies |
|
Net Amount
|
|
Percentage
of Amount Assumed to Net |
|||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|||||||||
Premiums earned:
|
|
|
|
|
|
|
|
|
|
|||||||||
Property and liability insurance
|
$
|
23,111.2
|
|
|
$
|
637.2
|
|
|
$
|
0
|
|
|
$
|
22,474.0
|
|
|
0
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|||||||||
Premiums earned:
|
|
|
|
|
|
|
|
|
|
|||||||||
Property and liability insurance
|
$
|
20,454.1
|
|
|
$
|
555.0
|
|
|
$
|
0
|
|
|
$
|
19,899.1
|
|
|
0
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|||||||||
Premiums earned:
|
|
|
|
|
|
|
|
|
|
|||||||||
Property and liability insurance
|
$
|
18,648.4
|
|
|
$
|
249.9
|
|
|
$
|
0
|
|
|
$
|
18,398.5
|
|
|
0
|
|
|
|
|
|
|
Form
|
|
Filing No.
|
|
Filing Date
|
S-8
|
|
333-204406
|
|
May 22, 2015
|
S-8
|
|
333-185704
|
|
December 27, 2012
|
S-8
|
|
333-185703
|
|
December 27, 2012
|
S-8
|
|
333-172663
|
|
March 8, 2011
|
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
|
|
March 1, 2017
|
By:
|
/s/ Susan Patricia Griffith
|
|
|
Susan Patricia Griffith
|
|
|
President and Chief Executive Officer
|
/s/ Susan Patricia Griffith
|
|
Director, President and Chief Executive Officer
|
|
March 1, 2017
|
|
|
|
|
|
Susan Patricia Griffith
|
|
|
|
|
|
|
|
|
|
/s/ John P. Sauerland
|
|
Vice President and Chief Financial Officer
|
|
March 1, 2017
|
|
|
|
|
|
John P. Sauerland
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey W. Basch
|
|
Vice President and Chief Accounting Officer
|
|
March 1, 2017
|
|
|
|
|
|
Jeffrey W. Basch
|
|
|
|
|
|
|
|
|
|
*
|
|
Executive Chairman of the Board
|
|
March 1, 2017
|
Glenn M. Renwick
|
|
|
|
|
*
|
|
Lead Independent Director
|
|
March 1, 2017
|
Lawton W. Fitt
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March 1, 2017
|
Stuart B. Burgdoerfer
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March 1, 2017
|
Charles A. Davis
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March 1, 2017
|
Roger N. Farah
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March 1, 2017
|
Jeffrey D. Kelly
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March 1, 2017
|
Patrick H. Nettles, Ph.D.
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March 1, 2017
|
Bradley T. Sheares, Ph.D.
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March 1, 2017
|
Barbara R. Snyder
|
|
|
|
|
By:
|
/s/ John P. Sauerland
|
March 1, 2017
|
|
John P. Sauerland
|
|
|
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 May 16, 2016)
|
|
Quarterly Report on Form 10-Q (filed on August 3, 2016; Exhibit 3.1 therein)
|
3(ii)
|
|
3.2
|
|
Code of Regulations of The Progressive Corporation (as amended January 29, 2016)
|
|
Current Report on Form 8-K (filed on February 2, 2016; Exhibit 3 therein)
|
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 4.8 below), as amended and supplemented
|
|
Filed herewith
|
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 2, 2015; Exhibit 4.2 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 4.17 below), as amended and supplemented
|
|
Annual Report on Form 10-K (filed on February 26, 2013; Exhibit 4.5 therein)
|
4
|
|
4.5
|
|
Form of 4.35% Senior Notes due 2044, issued in the aggregate principal amount of $350,000,000 under the 1993 Senior Indenture, as amended and supplemented
|
|
Current Report on Form 8-K (filed on April 25, 2014; Exhibit 4.2 therein)
|
4
|
|
4.6
|
|
Form of 3.70% Senior Notes due 2045, issued in the aggregate principal amount of $400,000,000 under the 1993 Senior Indenture, as amended and supplemented
|
|
Current Report on Form 8-K (filed on January 26, 2015; Exhibit 4.2 therein)
|
4
|
|
4.7
|
|
Form of 2.45% Senior Notes due 2027, issued in the aggregate principal amount of $500,000,000 under the 1993 Senior Indenture, as amended and supplemented
|
|
Current Report on Form 8-K (filed on August 25, 2016; Exhibit 4.2 therein)
|
4
|
|
4.8
|
|
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
|
|
4.9
|
|
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
|
|
4.10
|
|
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)
|
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
|
|
4.11
|
|
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)
|
4
|
|
4.12
|
|
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
|
|
4.13
|
|
Sixth Supplemental Indenture dated August 22, 2011 to the 1993 Senior Indenture between The Progressive Corporation and U.S. Bank National Association, as Trustee
|
|
Filed herewith
|
4
|
|
4.14
|
|
Seventh Supplemental Indenture dated April 25, 2014 to the 1993 Senior Indenture between The Progressive Corporation and U.S. Bank National Association, as Trustee
|
|
Current Report on Form 8-K (filed on April 25, 2014; Exhibit 4.1 therein)
|
4
|
|
4.15
|
|
Eighth Supplemental Indenture dated January 26, 2015 to the 1993 Senior Indenture between The Progressive Corporation and U.S. Bank National Association, as Trustee
|
|
Current Report on Form 8-K (filed on January 26, 2015; Exhibit 4.1 therein)
|
4
|
|
4.16
|
|
Ninth Supplemental Indenture dated August 25, 2016 to the 1993 Senior Indenture between The Progressive Corporation and U.S. Bank National Association, as Trustee
|
|
Current Report on Form 8-K (filed on August 25, 2016; Exhibit 4.1 therein)
|
4
|
|
4.17
|
|
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
|
|
4.18
|
|
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
|
|
4.19
|
|
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
|
|
Filed herewith
|
4
|
|
4.20
|
|
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
|
|
4.21
|
|
Termination of Replacement Capital Covenant, dated June 23, 2010
|
|
Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 4.19 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
|
|
4.22
|
|
Form of Confirmation Letter-Discretionary Line of Credit from PNC Bank, National Association to The Progressive Corporation
|
|
Quarterly Report on Form 10-Q (filed on May 11, 2015; Exhibit 4.1 therein)
|
4
|
|
4.23
|
|
Form of Discretionary Line of Credit Note dated from The Progressive Corporation to PNC Bank, National Association
|
|
Quarterly Report on Form 10-Q (filed on May 11, 2015; Exhibit 4.2 therein)
|
4
|
|
4.24
|
|
The Company agrees, upon request, to furnish to the U.S. Securities and Exchange Commission a copy of any instrument authorizing long-term debt that does not authorize debt in excess of 10% of the total assets of the Company and its subsidiaries on a consolidated basis.
|
|
|
10(i)
|
|
10.1
|
|
Stock Purchase Agreement, dated as of December 15, 2014, among ARX Holding Corp., The Progressive Corporation and the selling shareholders identified therein, including Exhibit H, the form of Stockholders' Agreement to be executed at closing
|
|
Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.1 therein)
|
10(iii)
|
|
10.2
|
|
The Progressive Corporation 2014 Gainsharing Plan
|
|
Annual Report on Form 10-K (filed on February 26, 2014; Exhibit 10.7 therein)
|
10(iii)
|
|
10.3
|
|
The Progressive Corporation 2015 Gainsharing Plan
|
|
Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.8 therein)
|
10(iii)
|
|
10.4
|
|
The Progressive Corporation 2016 Gainsharing Plan
|
|
Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.5 therein)
|
10(iii)
|
|
10.5
|
|
The Progressive Corporation 2017 Gainsharing Plan
|
|
Filed herewith
|
10(iii)
|
|
10.6
|
|
ARX Holding Corp 2017 Gainsharing Plan
|
|
Current Report on Form 8-K (filed on February 21, 2017; Exhibit 10.4 therein)
|
10(iii)
|
|
10.7
|
|
The Progressive Corporation 2007 Executive Bonus Plan
|
|
Annual Report on Form 10-K (filed on February 28, 2012; Exhibit 10.8 therein)
|
10(iii)
|
|
10.8
|
|
The Progressive Corporation 2017 Executive Annual Incentive
Plan
|
|
Current Report on Form 8-K (filed on February 21, 2017; Exhibit 10.2 therein)
|
10(iii)
|
|
10.9
|
|
Form of Award Agreement under The Progressive Corporation 2017 Executive Annual Incentive Plan (2017 Fiscal Year)
|
|
Current Report on Form 8-K (filed on February 21, 2017; Exhibit 10.3 therein)
|
10(iii)
|
|
10.10
|
|
The Progressive Corporation 2003 Incentive Plan
|
|
Registration Statement No. 333-104646 (filed on April 21, 2003; Exhibit 4(a) therein)
|
10(iii)
|
|
10.11
|
|
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)
|
|
10.12
|
|
Second Amendment to The Progressive Corporation 2003 Incentive Plan
|
|
Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.12 therein)
|
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)
|
|
10.13
|
|
Third Amendment to The Progressive Corporation 2003 Incentive Plan
|
|
Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.10 therein)
|
10(iii)
|
|
10.14
|
|
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)
|
|
10.15
|
|
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 2, 2015; 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 Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2003 Incentive Plan
|
|
Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.14 therein)
|
10(iii)
|
|
10.18
|
|
Form of Restricted Stock Unit Award Agreement for Performance-Based Awards under The Progressive Corporation 2003 Incentive Plan
|
|
Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.15 therein)
|
10(iii)
|
|
10.19
|
|
The Progressive Corporation 2010 Equity Incentive Plan
|
|
Registration Statement No. 333-172663 (filed on March 8, 2011; Exhibit 4.1 therein)
|
10(iii)
|
|
10.20
|
|
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)
|
|
10.21
|
|
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)
|
|
10.22
|
|
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)
|
|
10.23
|
|
Fourth Amendment to The Progressive Corporation 2010 Equity Incentive Plan
|
|
Filed herewith
|
10(iii)
|
|
10.24
|
|
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)
|
|
10.25
|
|
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)
|
|
10.26
|
|
Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2010 Equity Incentive Plan (for 2011 and 2012)
|
|
Filed herewith
|
10(iii)
|
|
10.27
|
|
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)
|
|
10.28
|
|
Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2010 Equity Incentive Plan (for 2014)
|
|
Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.30 therein)
|
10(iii)
|
|
10.29
|
|
Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2010 Equity Incentive Plan (for 2015)
|
|
Quarterly Report on Form 10-Q (filed on May 11, 2015; 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(iii)
|
|
10.30
|
|
Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Insurance Results) under The Progressive Corporation 2010 Equity Incentive Plan (for 2011 and 2012)
|
|
Filed herewith
|
10(iii)
|
|
10.31
|
|
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)
|
|
10.32
|
|
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)
|
10(iii)
|
|
10.33
|
|
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)
|
|
10.34
|
|
Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Insurance Results) under The Progressive Corporation 2010 Equity Incentive Plan (for 2014)
|
|
Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.35 therein)
|
10(iii)
|
|
10.35
|
|
Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) under The Progressive Corporation 2010 Equity Incentive Plan (for 2014)
|
|
Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.36 therein)
|
10(iii)
|
|
10.36
|
|
Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Insurance Results) under The Progressive Corporation 2010 Equity Incentive Plan (for 2015)
|
|
Quarterly Report on Form 10-Q (filed on May 11, 2015; Exhibit 10.2 therein)
|
10(iii)
|
|
10.37
|
|
Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) under The Progressive Corporation 2010 Equity Incentive Plan (for 2015)
|
|
Quarterly Report on Form 10-Q (filed on May 11, 2015; Exhibit 10.3 therein)
|
10(iii)
|
|
10.38
|
|
The Progressive Corporation 2015 Equity Incentive Plan
|
|
Current Report on Form 8-K (filed on February 4, 2015; Exhibit 10.1 therein)
|
10(iii)
|
|
10.39
|
|
Restricted Stock Unit Award Agreement (2015 Performance-Based Award - Special Award) under the Progressive Corporation 2015 Equity Incentive Plan
|
|
Current Report on Form 8-K (filed on August 14, 2015; Exhibit 10.1 therein)
|
10(iii)
|
|
10.40
|
|
Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2015 Equity Incentive Plan (for 2016)
|
|
Quarterly Report on Form 10-Q (filed on May 5, 2016 ; Exhibit 10.1)
|
10(iii)
|
|
10.41
|
|
Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance versus Market) under The Progressive Corporation 2015 Equity Incentive Plan (for 2016)
|
|
Quarterly Report on Form 10-Q (filed on May 5, 2016; 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)
|
|
10.42
|
|
Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) under The Progressive Corporation 2015 Equity Incentive Plan (for 2016)
|
|
Quarterly Report on Form 10-Q (filed on May 5, 2016; Exhibit 10.3 therein)
|
10(iii)
|
|
10.43
|
|
Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Robinsons) under The Progressive Corporation 2015 Equity Incentive Plan (for 2016)
|
|
Quarterly Report on Form 10-Q (filed on May 5, 2016; Exhibit 10.4 therein)
|
10(iii)
|
|
10.44
|
|
Employment Agreement, dated March 30, 2004, between ARX Holding Corp. and John F. Auer
|
|
Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.37 therein)
|
10(iii)
|
|
10.45
|
|
The Progressive Corporation 2003 Directors Equity Incentive Plan
|
|
Registration Statement No. 333-104653 (filed on April 21, 2003; Exhibit 4(a) therein)
|
10(iii)
|
|
10.46
|
|
Amendment No. 1 to The Progressive Corporation 2003 Directors Equity Incentive Plan
|
|
Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.35 therein)
|
10(iii)
|
|
10.47
|
|
Amendment No. 2 to The Progressive Corporation 2003 Directors Equity Incentive Plan
|
|
Filed herewith
|
10(iii)
|
|
10.48
|
|
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)
|
|
10.49
|
|
Form of Restricted Stock Award Agreement under The Progressive Corporation 2003 Directors Equity Incentive Plan (for 2004 and thereafter)
|
|
Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.42 therein)
|
10(iii)
|
|
10.50
|
|
The Progressive Corporation 2017 Directors Equity Incentive Plan
|
|
Current Report on Form 8-K (filed on February 21, 2017; Exhibit 10.1 therein)
|
10(iii)
|
|
10.51
|
|
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)
|
|
10.52
|
|
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)
|
|
10.53
|
|
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)
|
|
10.54
|
|
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)
|
|
10.55
|
|
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)
|
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)
|
|
10.56
|
|
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)
|
|
10.57
|
|
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)
|
|
10.58
|
|
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)
|
10(iii)
|
|
10.59
|
|
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)
|
|
10.60
|
|
Second Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2010 Amendment and Restatement)
|
|
Current Report on Form 8-K (filed on October 14, 2014; Exhibit 10 therein)
|
10(iii)
|
|
10.61
|
|
Third Amendment to the Progressive Corporation Executive Deferred Compensation Plan (2010 Amendment and Restatement)
|
|
Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.53 therein)
|
10(iii)
|
|
10.62
|
|
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)
|
|
10.63
|
|
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)
|
|
10.64
|
|
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)
|
|
10.65
|
|
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)
|
|
10.66
|
|
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)
|
|
10.67
|
|
Form of The Progressive Corporation Executive Deferred Compensation Plan Performance-Based Restricted Stock Unit Deferral Agreement (for 2010 through 2014)
|
|
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.17 therein)
|
10(iii)
|
|
10.68
|
|
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)
|
|
10.69
|
|
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)
|
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)
|
|
10.70
|
|
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)
|
|
10.71
|
|
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)
|
|
10.72
|
|
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)
|
10(iii)
|
|
10.73
|
|
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)
|
|
10.74
|
|
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)
|
|
10.75
|
|
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)
|
|
10.76
|
|
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)
|
|
10.77
|
|
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)
|
|
10.78
|
|
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)
|
|
10.79
|
|
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)
|
|
10.80
|
|
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)
|
|
10.81
|
|
Eighth Amendment to The Progressive Corporation Executive Deferred Compensation Trust
|
|
Annual Report on Form 10-K (filed on February 26, 2014; Exhibit 10.66 therein)
|
10(iii)
|
|
10.82
|
|
Ninth Amendment to The Progressive Corporation Executive Deferred Compensation Trust
|
|
Quarterly Report on Form 10-Q (filed on May 11, 2015; Exhibit 10.5 therein)
|
10(iii)
|
|
10.83
|
|
Tenth Amendment to The Progressive Corporation Executive Deferred Compensation Trust
|
|
Quarterly Report on Form 10-Q (filed on May 11, 2015; Exhibit 10.6 therein)
|
10(iii)
|
|
10.84
|
|
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)
|
|
10.85
|
|
The Progressive Corporation Directors Deferral Plan (2015 Amendment and Restatement)
|
|
Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.77 therein)
|
10(iii)
|
|
10.86
|
|
The Progressive Corporation Directors Restricted Stock Deferral Plan
|
|
Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.76 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)
|
|
10.87
|
|
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)
|
|
10.88
|
|
First Amendment to The Progressive Corporation Directors Restricted Stock Deferral Plan (2008 Amendment and Restatement)
|
|
Annual Report on Form 10-K (filed on February 26, 2014; Exhibit 10.69 therein)
|
10(iii)
|
|
10.89
|
|
Form of The Progressive Corporation Directors Restricted Stock Deferral Plan Deferral Agreement
|
|
Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.76 therein)
|
10(iii)
|
|
10.90
|
|
Director Compensation Schedule for 2014 - 2015 Term
|
|
Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.79 therein)
|
10(iii)
|
|
10.91
|
|
Director Compensation Schedule for 2015 - 2016 Term
|
|
Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.84 therein)
|
10(iii)
|
|
10.92
|
|
Director Compensation Schedule for 2016 - 2017 Term
|
|
Filed herewith
|
10(iii)
|
|
10.93
|
|
The Progressive Corporation Executive Separation Allowance Plan (2015 Amendment and Restatement)
|
|
Current Report on Form 8-K (filed on August 11, 2015; Exhibit 10.1 therein)
|
10(iii)
|
|
10.94
|
|
First Amendment to the Progressive Corporation Executive Separation Allowance Plan (2015 Amendment and Restatement)
|
|
Current Report on Form 8-K (filed on February 2, 2016; Exhibit 10 therein)
|
10(iii)
|
|
10.95
|
|
Second Amendment to the Progressive Corporation Executive Separation Allowance Plan (2015 Amendment and Restatement)
|
|
Quarterly Report on Form 10-Q (filed on August 3, 2016; Exhibit 10.1 therein)
|
10(iii)
|
|
10.96
|
|
Third Amendment to the Progressive Corporation Executive Separation Allowance Plan (2015 Amendment and Restatement)
|
|
Filed herewith
|
10(iii)
|
|
10.97
|
|
2014 Progressive Capital Management Bonus Plan
|
|
Annual Report on Form 10-K (filed on February 26, 2014; Exhibit 10.82 therein)
|
10(iii)
|
|
10.98
|
|
2015 Progressive Capital Management Bonus Plan
|
|
Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.90 therein)
|
10(iii)
|
|
10.99
|
|
2016 Progressive Capital Management Bonus Plan
|
|
Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.90 therein)
|
10(iii)
|
|
10.100
|
|
2017 Progressive Capital Management Annual Incentive Plan
|
|
Filed herewith
|
11
|
|
11
|
|
Computation of Earnings Per Share
|
|
Filed herewith
|
13
|
|
13
|
|
The Progressive Corporation 2016 Annual Report to Shareholders
|
|
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 |
21
|
|
21
|
|
Subsidiaries of The Progressive Corporation
|
|
Filed herewith
|
23
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm
|
|
Incorporated herein by reference to page 37 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, Susan Patricia Griffith
|
|
Filed herewith
|
31
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer, John P. Sauerland
|
|
Filed herewith
|
32
|
|
32.1
|
|
Section 1350 Certification of the Principal Executive Officer, Susan Patricia Griffith
|
|
Furnished herewith
|
32
|
|
32.2
|
|
Section 1350 Certification of the Principal Financial Officer, John P. Sauerland
|
|
Furnished herewith
|
99
|
|
99
|
|
Letter to Shareholders from Susan Patricia Griffith, 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 |
---|