PGR 10-K Annual Report Dec. 31, 2020 | Alphaminr
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PGR 10-K Fiscal year ended Dec. 31, 2020

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PROGRESSIVE CORP/OH/
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1a, Risk FactorsNote 2 Investments, Note 3 Fair Value,Note 6 Loss and Loss Adjustment Expense ReservesItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesNote 14 DividendsNote 9 Employee Benefit PlansItem 6. Selected Financial DataNote 15 Redeemable Noncontrolling InterestItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesNote 4 Employee Benefit PlansNote 4 DebtNote 1. Statements Of Cash FlowsNote 2. Income TaxesNote 3. Debt The Information Relating To Debt Is Incorporated By Reference From Note 4 Debt in Our Annual ReportNote 3. DebtNote 4. Employee Benefit PlansNote 5. Other Comprehensive IncomeNote 6. DividendsItem 16. Form 10-k Summary

Exhibits

3(i) 3.1 Amended Articles of Incorporation of The Progressive Corporation (as amended March 13, 2018) Quarterly Report on Form 10-Q (filed on May 1, 2019; Exhibit 3.1 therein) 3(ii) 3.2 Code of Regulations of The Progressive Corporation (as amended November 9, 2020) 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 4.16below), as amended and supplemented Annual Report on Form 10-K (filed on March 1, 2017; Exhibit 4.1 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 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 27, 2018; Exhibit 4.3 therein) 4 4.4 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 4.5 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 4.6 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 4.7 Form 4.125% Senior Note Due 2047, issued in the aggregate principal amount of $850,000,000 under the 1993 Senior Indenture, as amended and supplemented Current Report on Form 8-K (filed on April 6, 2017; Exhibit 4.2 therein) 4 4.8 Form 4.20% Senior Note Due 2048, issued in the aggregate principal amount of $600,000,000 under the 1993 Senior Indenture, as amended and supplemented Current Report on Form 8-K (filed on March 14, 2018; Exhibit 4.2 therein) 4 4.9 Form 4.00% Senior Note Due 2029, issued in the aggregate principal amount of $550,000,000 Current Report on Form 8-K (filed on October 23, 2018; Exhibit 4.2 therein) 4 4.10 Form of certificate representing Series B Fixed-to-Floating Rate Cumulative Perpetual Serial Preferred Shares Current Report on Form 8-K (filed on March 14, 2018; Exhibit 4.3 therein) 4 4.11 Indenture dated as of September 12, 2018 between The Progressive Corporation and U.S. Bank National Association, Trustee (including table of contents and cross-reference sheet) Registration Statement No. 333-227315 (filed on September 13, 2018; exhibit 4.2 therein) 4 4.12 First Supplemental Indenture dated October 23, 2018 between The Progressive Corporation and U.S. Bank National Current Report on Form 8-K (filed on October 23, 2018; Exhibit 4.1 therein) 4 4.13 Second Supplemental Indenture dated March 26, 2020 between The Progressive Corporation and U.S. Bank National Association, as trustee and U.S. Bank National Association, as trustee Current Report on Form 8-K (filed on March 26, 2020; Exhibit 4.1 therein) 4 4.14 Form of 3.20% Senior Note due 2030, issued in the aggregate principal amount of $500,000,000 Current Report on Form 8-K (filed on March 26, 2020; Exhibit 4.2 therein) 4 4.15 Form of 3.95% Senior Note due 2050, issued in the aggregate principal amount of $500,000,000 Current Report on Form 8-K (filed on March 26, 2020; Exhibit 4.3 therein) 4 4.19 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 4.20 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 4.21 Sixth Supplemental Indenture dated August 22, 2011 to the 1993 Senior Indenture between The Progressive Corporation and U.S. Bank National Association, as Trustee Annual Report on Form 10-K (filed on March 1, 2017; Exhibit 4.13 therein) 4 4.22 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 4.23 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 4.24 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 4.25 Tenth Supplemental Indenture dated April 6, 2017 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 6, 2017; Exhibit 4.1 therein) 4 4.26 Description of the Registrants Securities Registered Pursuant to Section12 of the Securities Exchange Act of 1934 Annual Report on Form 10-K (filed on March 2, 2020; Exhibit 4.23 therein) 4 4.27 Eleventh Supplemental Indenture dated March 14, 2018 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 March 14, 2018; Exhibit 4.1 therein) 4 4.28 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 1, 2019; Exhibit 4.1 therein) 4 4.29 Amendment to Discretionary Line Documents - Discretionary Line of Credit from PNC Bank, National Association, to The Progressive Corporation Quarterly Report on Form 10-Q (filed on August 4, 2020; Exhibit 5.1 therein) 4 4.30 Form of Discretionary Line of Credit Note from The Progressive Corporation to PNC Bank, National Association Quarterly Report on Form 10-Q (filed on May 11, 2015; Exhibit 4.2 therein) 10(iii) 10.1 The Progressive Corporation 2021 GainsharePlan Filed herewith 10(iii) 10.2 The Progressive Corporation 2015 Equity Incentive Plan Current Report on Form 8-K (filed on February 4, 2015; Exhibit 10.1 therein) 10(iii) 10.3 Form of Restricted Stock Unit Award Agreement for 2020 Time-Based Awards (Executive Officers) under the Progressive Corporation 2015 Equity Incentive Plan (for 2020) Current Report on Form 8-K (filed on March 26, 2020; Exhibit 10.1 therein) 10(iii) 10.4 Form of Restricted Stock Unit Award Agreement for 2020 Time-Based Awards under the Progressive Corporation 2015 Equity Incentive Plan (for 2020) Current Report on Form 8-K (filed on March 26, 2020; Exhibit 10.2 therein) 10(iii) 10.5 Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2015 Equity Incentive Plan (for 2019) Quarterly Report on Form 10-Q (filed on May 1, 2019; Exhibit 10.1 therein) 10(iii) 10.6 Form of Restricted Stock Unit Award Agreement for 2018 Time-Based Awards under The Progressive Corporation 2015 Equity Incentive Plan Current Report on Form 8-K (filed on March 21, 2018; Exhibit 10.1 therein) 10(iii) 10.7 Form of Restricted Stock Unit Award Agreement (2018 Special Time-Based Award) under The Progressive Corporation 2015 Equity Incentive Plan Current Report on Form 8-K (filed on August 23, 2018; Exhibit 10 therein) 10(iii) 10.8 Form of Restricted Stock Unit Award Agreement for 2017 Time-Based Awards under The Progressive Corporation 2015 Equity Incentive Plan Current Report on Form 8-K (filed on March 27, 2017; Exhibit 10.1 therein) 10(iii) 10.9 Form of Restricted Stock Unit Award Agreement for 2020 Performance-Based Awards (Performance Versus Market) under The Progressive Corporation 2015 Equity Incentive Plan (for 2020) Current Report on Form 8-K (filed on March 26, 2020; Exhibit 10.3 therein) 10(iii) 10.10 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance versus Market) under The Progressive Corporation 2015 Equity Incentive Plan (for 2019) Quarterly Report on Form 10-Q (filed on May 1, 2019; Exhibit 10.3 therein) 10(iii) 10.11 Form of Restricted Stock Unit Award Agreement for 2018 Performance-Based Awards (Performance Versus Market) under The Progressive Corporation 2015 Equity Incentive Plan Current Report on Form 8-K (filed on March 21, 2018; Exhibit 10.2 therein) 10(iii) 10.12 Form of Restricted Stock Unit Award Agreement for 2020 Performance-Based Awards (Investment Results) under The Progressive Corporation 2015 Equity Incentive Plan (for 2020) Current Report on Form 8-K (filed on March 26, 2020; Exhibit 10.4 therein) 10(iii) 10.13 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) under The Progressive Corporation 2015 Equity Incentive Plan (for 2019) Quarterly Report on Form 10-Q (filed on May 1, 2019; Exhibit 10.2 therein) 10(iii) 10.14 Form ofRestricted Stock Unit Award Agreement for 2020Special Time/Performance-Based Awardunder The Progressive Corporation 2015 Equity Incentive Plan(for 2020) Filed herewith 10(iii) 10.15 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) 10.16 Form of Restricted Stock Award Agreement under The Progressive Corporation 2017 Directors Equity Incentive Plan (for 2020) Quarterly Report on Form 10-Q (filed on August 4, 2020; Exhibit 10.1 therein) 10(iii) 10.17 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) 10.18 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) 10.19 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) 10.20 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) 10.21 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) 10.22 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) 10.23 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) 10.24 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) 10.25 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) 10.26 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) 10.27 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) 10.28 Fourth Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2010 Amendment and Restatement) Quarterly Report on Form 10-Q (filed on November 2, 2017; Exhibit 10 therein) 10(iii) 10.29 The Progressive Corporation Executive Deferred Compensation Plan (2018 Amendment and Restatement) Quarterly Report on Form 10-Q (filed on July 31, 2018; Exhibit 10 therein) 10(iii) 10.30 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) 10.31 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) 10.32 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) 10.33 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) 10.34 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) 10.35 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) 10.36 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) 10.37 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) 10.38 Eighth Amendment to The Progressive Corporation Executive Deferred Compensation Trust (2002 Amendment and Restatement) Annual Report on Form 10-K (filed on February 27, 2019; Exhibit 10.49 therein) 10(iii) 10.39 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) 10.40 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) 10.41 The Progressive Corporation Directors Deferral Plan (2008 Amendment and Restatement) Annual Report on Form 10-K (filed on February 27, 2018; Exhibit 10.91 therein) 10(iii) 10.42 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) 10.43 The Progressive Corporation Directors Restricted Stock Deferral Plan (2008 Amendment and Restatement) Quarterly Report on Form 10-Q (filed on May 1, 2019; Exhibit 10.4 therein) 10(iii) 10.44 First Amendment to The Progressive Corporation Directors Restricted Stock Deferral Plan (2008 Amendment and Restatement) Annual Report on Form 10-K (filed on February 27, 2019; Exhibit 10.56 therein) 10(iii) 10.45 Director Compensation Schedule for 2020-2021Term Filed herewith 10(iii) 10.46 The Progressive Corporation Executive Separation Allowance Plan (2017 Amendment and Restatement) Current Report on Form 8-K (filed on May 16, 2017; Exhibit 10 therein) 10(iii) 10.47 First Amendment to The Progressive Corporation Executive Separation Allowance Plan (2017 Amendment and Restatement) Annual Report on Form 10-K (filed on February 27, 2019; Exhibit 10.60 therein) 10(iii) 10.48 Second Amendment to The Progressive Corporation Executive Separation Allowance Plan (2017 Amendment and Restatement) Quarterly Report on Form 10-Q (filed on October 31, 2018; Exhibit 10.1 therein) 10(iii) 10.49 2021Progressive Capital Management Annual Incentive Plan Filed herewith 13 13 The Progressive Corporation 2020 Annual Report to Shareholders Filed herewith 21 21 Subsidiaries of The Progressive Corporation Filed herewith 23 23 Consent of Independent Registered Public Accounting Firm 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 Filed herewith 32 32.2 Section 1350 Certification of the Principal Financial Officer, John P. Sauerland Filed herewith 99 99 Letter to Shareholders from Susan Patricia Griffith, President and Chief Executive Officer Filed herewith