PROGRESSIVE CORP/OH/ 10-K

ITEM 9A. CONTROLS AND PROCEDURES Under the direction of our Chief Executive Officer and our Chief Financial Officer, we have established disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The disclosure controls and procedures are also intended to ensure that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Our Chief Executive Officer and our Chief Financial Officer reviewed and evaluated Progressive’s disclosure controls and procedures as of the end of the period covered by this report. Based on that review and evaluation, the Chief Executive Officer and Chief Financial Officer concluded that Progressive’s disclosure controls and procedures are effectively serving the stated purposes as of the end of the period covered by this report. Management’s Report on Internal Control over Financial Reporting and the attestation of the independent registered public accounting firm are incorporated by reference from our Annual Report. There have not been any changes in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. - 29 - PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information relating to our directors is incorporated herein by reference from the section entitled “Item 1: Election of Directors” in The Progressive Corporation’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 12, 2023 (the Proxy Statement). Information relating to executive officers of Progressive follows. Unless otherwise indicated, the executive officer has held the position(s) indicated with Progressive. Name Age Offices Held and Last Five Years’ Business Experience Susan Patricia Griffith 58 President and Chief Executive Officer John P. Sauerland 58 Vice President and Chief Financial Officer Karen B. Bailo 55 Commercial Lines President since October 2020; Commercial Lines Acquisition and Small Business General Manager from January 2020 to September 2020; Commercial Lines Controller from August 2018 to December 2019; Agency Distribution Business Leader prior to August 2018 Jonathan S. Bauer 45 Chief Investment Officer since January 2020; Portfolio Manager prior to January 2020 Steven A. Broz 52 Chief Information Officer Patrick K. Callahan 52 Personal Lines President William L. Clawson II 53 Chief Human Resources Officer since December 2021; Compensation and Benefits Business Leader from November 2019 to December 2021; Product Manager prior to November 2019 Remi Kent 47 Chief Marketing Officer since November 2021; Senior Vice President and Global Chief Marketing Officer of the Consumer Business Group of 3M Company (global manufacturing and technology company) from January 2020 to October 2021; Global Business Director for Post-It ® and Scotch ® Brands of 3M Company prior to January 2020 Mariann Wojtkun Marshall 60 Vice President and Chief Accounting Officer since March 2019; Director of Financial Reporting – GAAP prior to March 2019; Assistant Secretary Daniel P. Mascaro 59 Vice President, Secretary, and Chief Legal Officer John Murphy 53 Claims President since December 2021; Customer Relationship Management President prior to December 2021 Lori Niederst 49 Customer Relationship Management President since December 2021; Chief Human Resources Officer prior to December 2021 Andrew J. Quigg 43 Chief Strategy Officer since July 2018; Customer Experience General Manager prior to July 2018 Delinquent Section 16(a) Reports . Any delinquent filings (if applicable) are incorporated by reference from the “Security Ownership of Certain Beneficial Owners and Management - Delinquent Section 16(a) Reports” section of the Proxy Statement. Code of Ethics. Progressive has a Code of Ethics for the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and other senior financial officers. This CEO/Senior Financial Officer Code of Ethics is available at: progressive.com/governance. We intend to continue to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, and waivers from, the provisions of the foregoing Code of Ethics by posting such information on our Internet website at: progressive.com/governance. Shareholder-Proposed Candidate Procedures. There were no material changes during 2022 to Progressive’s procedures by which a shareholder can recommend a director candidate. The description of those procedures is incorporated by reference from the “Other Matters - Procedures for Recommendations and Nominations of Directors and Shareholder Proposals - To Recommend a Candidate for our Board of Directors” section of the Proxy Statement. Audit Committee. Incorporated by reference from the “Other Board of Directors Information - Board Committees - Audit Committee” section of the Proxy Statement. Financial Expert. Incorporated by reference from the “Other Board of Directors Information - Board Committees - Audit Committee” section of the Proxy Statement. - 30 - ITEM 11. EXECUTIVE COMPENSATION Incorporated by reference from the sections of the Proxy Statement entitled “Compensation Discussion and Analysis,” “Executive Compensation,” “Director Compensation,” “Other Board of Directors Information - Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report,” and “Compensation Programs and Risk Management.” ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information regarding ownership of Common Shares by certain beneficial owners and management is incorporated by reference from the section of the Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management.” The following information is set forth with respect to our equity compensation plans at December 31, 2022. 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 1 Equity compensation plans approved by security holders Employee Plans : 2015 Equity Incentive Plan 3,198,150 2 NA 6,055,196 3 Director Plans : Amended and Restated 2017 Directors Equity Incentive Plan 30,439 NA 417,511 4 Equity compensation plans not approved by security holders None Total 3,228,589 NA 6,472,707 NA = Not applicable because awards do not have an exercise price. 1 Excludes shares included in the Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights column. 2 Reflects restricted stock unit awards, including reinvested dividend equivalents, under which, upon vesting, the holder has the right to receive common shares on a one-to-one basis. Performance-based restricted stock unit awards, including dividend equivalents, of 669,797 units are included under the 2015 Equity Incentive Plan at their target value. Maximum potential payout for the performance awards outstanding under the 2015 Equity Incentive Plan was 1,648,366. For a description of the performance-based awards, including the performance measurement and vesting ranges, see Note 9 — Employee Benefit Plans in our Annual Report. 3 Gives effect to reservation of common shares subject to performance-based awards at maximum potential payout. 4 Reflects Progressive’s Amended and Restated 2017 Directors Equity Incentive Plan that was approved by shareholders in 2022 and increased the authorized shares by 150,000 under this plan. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Incorporated by reference from the section of the Proxy Statement entitled “Other Board of Directors Information - Board of Directors Independence Determinations,” and “Other Board of Directors Information - Transactions with Related Persons.” ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Incorporated by reference from the section of the Proxy Statement entitled “Other Independent Registered Public Accounting Firm Information.” - 31 - PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Listing of Financial Statements The following consolidated financial statements are included in our Annual Report and are incorporated by reference in Item 8: • Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 ) • Consolidated Statements of Comprehensive Income - For the Years Ended December 31, 2022, 2021, and 2020 • Consolidated Balance Sheets - December 31, 2022 and 2021 • Consolidated Statements of Changes in Shareholders’ Equity - For the Years Ended December 31, 2022, 2021, and 2020 • Consolidated Statements of Cash Flows - For the Years Ended December 31, 2022, 2021, and 2020 • Notes to Consolidated Financial Statements • Supplemental Information (Unaudited) (a)(2) Listing of Financial Statement Schedules The following financial statement schedules, Report of Independent Registered Public Accounting Firm, and Consent of Independent Registered Public Accounting Firm are included in Item 15(c): • 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 • No other schedules are required to be filed herewith pursuant to Article 7 of Regulation S-X. (a)(3) Listing of Exhibits See exhibit index contained herein beginning at page 44, which is incorporated by reference from information with respect to this item. Management contracts and compensatory plans and arrangements are identified in the Exhibit Index as Exhibit Nos. 10.1 through 10.52. (b) Exhibits The exhibits in response to this portion of Item 15 are submitted concurrently with this report. (c) Financial Statement Schedules - 32 - SCHEDULE I — SUMMARY OF INVESTMENTS — OTHER THAN INVESTMENTS IN RELATED PARTIES THE PROGRESSIVE CORPORATION AND SUBSIDIARIES (millions) December 31, 2022 Type of Investment Cost Fair Value Amount At Which Shown In The Balance Sheet Fixed maturities: Bonds: United States Government and government agencies and authorities $ 26,770.7 $ 25,167.4 $ 25,167.4 States, municipalities, and political subdivisions 2,180.0 1,977.1 1,977.1 Foreign government obligations 16.8 15.5 15.5 Public utilities 907.1 837.7 837.7 Corporate and other debt securities 9,218.7 8,575.0 8,575.0 Asset-backed securities 10,968.1 9,894.9 9,894.9 Redeemable preferred stocks 202.6 184.3 184.3 Total fixed maturities 50,264.0 46,651.9 46,651.9 Equity securities: Common stocks: Public utilities 49.6 123.9 123.9 Banks, trusts, and insurance companies 154.2 516.6 516.6 Industrial, miscellaneous, and all other 622.3 2,181.0 2,181.0 Nonredeemable preferred stocks 1,364.2 1,213.2 1,213.2 Total equity securities 2,190.3 4,034.7 4,034.7 Short-term investments 2,861.7 2,861.7 2,861.7 Total investments $ 55,316.0 $ 53,548.3 $ 53,548.3 Progressive did not have any securities of any one issuer, excluding U.S. government obligations, with an aggregate cost or fair value exceeding 10% of total shareholders’ equity at December 31, 2022. - 33 - SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT CONDENSED STATEMENTS OF COMPREHENSIVE INCOME THE PROGRESSIVE CORPORATION (PARENT COMPANY) (millions) Years Ended December 31, 2022 2021 2020 Revenues Dividends from subsidiaries $ 540.5 $ 2,847.0 $ 4,096.5 Undistributed income from subsidiaries 325.0 674.9 1,774.4 Equity in net income of subsidiaries 865.5 3,521.9 5,870.9 Intercompany investment income 92.7 4.5 16.5 Total revenues 958.2 3,526.4 5,887.4 Expenses Interest expense 246.0 220.0 218.1 Deferred compensation 1 25.3 8.8 33.9 Other operating costs and expenses 6.8 6.8 7.2 Total expenses 278.1 235.6 259.2 Income before income taxes 680.1 3,290.8 5,628.2 Benefit for income taxes 41.4 60.1 76.4 Net income 721.5 3,350.9 5,704.6 Other comprehensive income (loss) ( 2,842.7 ) ( 891.0 ) 587.3 Comprehensive income (loss) $ ( 2,121.2 ) $ 2,459.9 $ 6,291.9 1 See Note 4 – Employee Benefit Plans in these condensed financial statements. See notes to condensed financial statements. - 34 - SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued) CONDENSED BALANCE SHEETS THE PROGRESSIVE CORPORATION (PARENT COMPANY) (millions) December 31, 2022 2021 Assets Investment in affiliate $ 5.0 $ 5.0 Investment in subsidiaries 17,911.8 19,512.2 Receivable from investment subsidiary 4,098.7 3,382.1 Intercompany receivable 466.2 387.2 Net federal deferred income taxes 64.3 65.1 Other assets 150.6 207.3 Total assets $ 22,696.6 $ 23,558.9 Liabilities and Shareholders’ Equity Accounts payable, accrued expenses, and other liabilities $ 417.3 $ 428.5 Debt 1 6,388.3 4,898.8 Total liabilities 6,805.6 5,327.3 Serial Preferred Shares (authorized 20.0 ) Serial Preferred Shares, Series B, no par value (cumulative, liquidation preference of $ 1,000 per share) (authorized, issued, and outstanding 0.5 ) 493.9 493.9 Common shares, $ 1.00 par value (authorized 900.0 ; issued 797.6 , including treasury shares of 212.7 and 213.2 ) 584.9 584.4 Paid-in capital 1,893.0 1,772.9 Retained earnings 15,721.2 15,339.7 Total accumulated other comprehensive income (loss) ( 2,802.0 ) 40.7 Total shareholders’ equity 15,891.0 18,231.6 Total liabilities and shareholders’ equity $ 22,696.6 $ 23,558.9 1 Consists of long-term debt. See Note 4 – Debt in our Annual Report for further discussion. See notes to condensed financial statements. - 35 - SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued) CONDENSED STATEMENTS OF CASH FLOWS THE PROGRESSIVE CORPORATION (PARENT COMPANY) (millions) Years Ended December 31, 2022 2021 2020 Cash Flows From Operating Activities: Net income $ 721.5 $ 3,350.9 $ 5,704.6 Adjustments to reconcile net income to net cash provided by operating activities: Undistributed income from subsidiaries ( 325.0 ) ( 674.9 ) ( 1,774.4 ) Amortization of equity-based compensation 3.2 3.1 2.9 Changes in: Intercompany receivable ( 79.0 ) 86.6 ( 20.2 ) Accounts payable, accrued expenses, and other liabilities ( 21.5 ) 23.8 52.0 Income taxes 28.9 ( 154.8 ) ( 52.2 ) Other, net 60.1 76.8 40.4 Net cash provided by operating activities 388.2 2,711.5 3,953.1 Cash Flows From Investing Activities: Additional investments in equity securities of consolidated subsidiaries ( 797.8 ) ( 397.3 ) ( 27.1 ) (Paid to) received from investment subsidiary ( 716.6 ) 2,519.6 ( 2,989.7 ) Acquisition of Protective Insurance Corporation 0 ( 337.5 ) 0 Acquisition of additional shares of ARX Holding Corp. 0 0 ( 233.2 ) Net cash provided by (used in) investing activities ( 1,514.4 ) 1,784.8 ( 3,250.0 ) Cash Flows From Financing Activities: Dividends paid to common shareholders ( 234.0 ) ( 3,746.5 ) ( 1,551.0 ) Dividends paid to preferred shareholders ( 26.8 ) ( 26.8 ) ( 26.8 ) Acquisition of treasury shares for restricted stock tax liabilities ( 76.7 ) ( 67.2 ) ( 68.7 ) Acquisition of treasury shares acquired in open market ( 22.3 ) ( 155.8 ) ( 42.9 ) Net proceeds from debt issuance 1,486.0 0 986.3 Payments of debt 0 ( 500.0 ) 0 Net cash provided by (used in) financing activities 1,126.2 ( 4,496.3 ) ( 703.1 ) Change in cash 0 0 0 Cash - beginning of year 0 0 0 Cash - end of year $ 0 $ 0 $ 0 See notes to condensed financial statements. - 36 - SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued) NOTES TO CONDENSED FINANCIAL STATEMENTS The accompanying condensed financial statements of The Progressive Corporation (parent company) should be read in conjunction with the consolidated financial statements and notes thereto in the Annual Report to Shareholders of The Progressive Corporation and its subsidiaries, which is included as Exhibit 13 to this Form 10-K. Note 1. Statements of Cash Flows — For the purpose of the condensed statements of cash flows, cash includes only bank demand deposits. The Progressive Corporation does not hold any cash but has unrestricted access to funds maintained in a non-insurance investment subsidiary to meet its holding company obligations; at December 31, 2022, 2021, and 2020, $ 4.4 billion, $ 4.2 billion, and $ 6.2 billion, respectively, of marketable securities were available in this subsidiary. Our condensed statement of cash flows for the year ended December 31, 2021, was revised to properly reflect the change in income taxes as a decrease to cash from operating activities rather than an increase as it was reported last year. At December 31, 2021, we had net taxes recoverable, compared to net taxes payable at December 31, 2020. Since income taxes recoverable/payable are components of “other assets” and “accounts payable, accrued expenses, and other liabilities,” respectively, in the condensed balance sheets, this revision had no impact on net cash provided by operating activities for the year ended December 31, 2021. For the years ended December 31, non-cash activity included the following: (millions) 2022 2021 2020 Common share dividends 1 $ 58.5 $ 58.5 $ 2,694.5 Preferred share dividends 1 13.4 13.4 13.4 Loan to ARX converted to capital contribution 0 0 225.0 1 Declared but unpaid. See Note 14 – Dividends in the Annual Report for further discussion. For the years ended December 31, The Progressive Corporation paid the following: (millions) 2022 2021 2020 Income taxes $ 705.0 $ 815.0 $ 1,411.0 Interest 228.9 223.9 206.0 Note 2. Income Taxes — The Progressive Corporation files a consolidated federal income tax return with its subsidiaries and acts as an agent for the consolidated tax group when making payments to the Internal Revenue Service. The Progressive Corporation consolidated group’s net income taxes currently payable/recoverable are included in other liabilities/assets, respectively, in the accompanying condensed balance sheets based on the balance at the end of the year. The Progressive Corporation and its eligible subsidiaries have adopted, pursuant to a written agreement, a method of allocating consolidated federal income taxes. Amounts allocated to the eligible subsidiaries under the written agreement are included in intercompany receivable in the accompanying condensed balance sheets. Note 3. Debt — The information relating to debt is incorporated by reference from Note 4 – Debt in our Annual Report. Note 4. Employee Benefit Plans — The information relating to incentive compensation and deferred compensation plans is incorporated by reference from Note 9 – Employee Benefit Plans in our Annual Report. Note 5. Other Comprehensive Income (Loss) — On the condensed statements of comprehensive income, other comprehensive income (loss) represents activity of the subsidiaries of The Progressive Corporation and includes net unrealized gains (losses) on fixed-maturity securities, net unrealized losses on forecasted transactions, and foreign currency translation adjustments. Note 6. Dividends — The information relating to our dividend policy is incorporated by reference from Note 14 – Dividends in our Annual Report. - 37 - SCHEDULE III — SUPPLEMENTARY INSURANCE INFORMATION THE PROGRESSIVE CORPORATION AND SUBSIDIARIES (millions) 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 1 Net premiums written Year ended December 31, 2022: Personal Lines $ 37,880.2 $ 29,680.8 $ 2,592.1 $ 4,668.9 $ 39,278.5 Commercial Lines 9,088.3 6,544.7 913.3 947.7 9,398.8 Property 2,270.0 1,891.3 411.1 235.3 2,401.7 Other indemnity 2.7 5.9 0.5 7.7 2.1 Total $ 1,544.4 $ 30,359.3 $ 17,293.6 $ 0 $ 49,241.2 $ 1,236.0 $ 38,122.7 $ 3,917.0 $ 5,859.6 $ 51,081.1 Year ended December 31, 2021: Personal Lines $ 35,373.3 $ 27,043.1 $ 2,614.7 $ 4,656.8 $ 36,168.8 Commercial Lines 6,945.2 4,814.5 734.1 742.3 8,015.9 Property 2,042.5 1,764.6 362.9 253.0 2,216.2 Other indemnity 7.7 5.4 1.1 2.6 4.3 Total $ 1,355.6 $ 26,164.1 $ 15,615.8 $ 0 $ 44,368.7 $ 835.4 $ 33,627.6 $ 3,712.8 $ 5,654.7 $ 46,405.2 Year ended December 31, 2020: Personal Lines 3 $ 32,620.1 $ 20,611.7 $ 2,437.3 $ 5,762.0 $ 33,342.6 Commercial Lines 4,875.8 3,146.0 525.7 647.5 5,315.3 Property 1,765.7 1,364.1 310.2 237.9 1,910.8 Other indemnity 0 0 0 0 0 Total $ 1,237.2 $ 20,265.8 $ 13,437.5 $ 0 $ 39,261.6 $ 916.6 $ 25,121.8 $ 3,273.2 $ 6,647.4 $ 40,568.7 1 Progressive does not allocate assets, liabilities, or investment income to operating segments. Expense allocations are based on certain assumptions and estimates primarily related to revenue and volume; stated segment operating results would change if different methods were applied. 2 Excludes total net realized gains (losses) on securities. 3 Other operating expenses includes $ 1,077.4 million of policyholder credits issued to personal auto customers. - 38 - SCHEDULE IV — REINSURANCE THE PROGRESSIVE CORPORATION AND SUBSIDIARIES (millions) Year Ended: Gross Amount Ceded to Other Companies Assumed From Other Companies Net Amount Percentage of Amount Assumed to Net December 31, 2022 Premiums earned: Property and liability insurance $ 50,650.2 $ 1,409.0 $ 0 $ 49,241.2 0 % December 31, 2021 Premiums earned: Property and liability insurance $ 46,018.6 $ 1,649.9 $ 0 $ 44,368.7 0 % December 31, 2020 Premiums earned: Property and liability insurance $ 40,687.7 $ 1,426.1 $ 0 $ 39,261.6 0 % - 39 - Report of Independent Registered Public Accounting Firm on Financial Statement Schedules To the Board of Directors and Shareholders of The Progressive Corporation Our audits of the consolidated financial statements referred to in our report dated February 27, 2023 appearing in the 2022 Annual Report to Shareholders of The Progressive Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the schedule of summary of investments – other than investments in related parties as of December 31, 2022, the schedule of condensed financial information of registrant, which includes the condensed balance sheets as of December 31, 2022 and 2021 and the condensed statements of comprehensive income and of cash flows for each of the three years in the period ended December 31, 2022, and the related notes to the condensed financial statements, the schedule of supplementary insurance information for each of the three years in the period ended December 31, 2022, and the schedule of reinsurance for each of the three years in the period ended December 31, 2022 (collectively “the financial statement schedules”) listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. /s/ PricewaterhouseCoopers LLP Cleveland, Ohio February 27, 2023 - 40 - ITEM 16. FORM 10-K SUMMARY We have elected not to include a summary of information as permitted under this item. - 41 - SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE PROGRESSIVE CORPORATION February 27, 2023 By: /s/ Susan Patricia Griffith Susan Patricia Griffith President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Susan Patricia Griffith Director, President and Chief Executive Officer February 27, 2023 Susan Patricia Griffith /s/ John P. Sauerland Vice President and Chief Financial Officer February 27, 2023 John P. Sauerland /s/ Mariann Wojtkun Marshall Vice President and Chief Accounting Officer February 27, 2023 Mariann Wojtkun Marshall * Chairperson of the Board February 27, 2023 Lawton W. Fitt * Director February 27, 2023 Philip Bleser * Director February 27, 2023 Stuart B. Burgdoerfer * Director February 27, 2023 Pamela J. Craig * Director February 27, 2023 Charles A. Davis * Director February 27, 2023 Roger N. Farah * Director February 27, 2023 Devin C. Johnson * Director February 27, 2023 Jeffrey D. Kelly * Director February 27, 2023 Barbara R. Snyder * Director February 27, 2023 Jan E. Tighe * Director February 27, 2023 Kahina Van Dyke - 42 - * Daniel P. Mascaro, by signing his name hereto, does sign this document on behalf of the persons indicated above pursuant to powers of attorney duly executed by such person. By: /s/ Daniel P. Mascaro February 27, 2023 Daniel P. Mascaro Attorney-in-fact - 43 - 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 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 May 7, 2021) Quarterly Report on Form 10-Q (filed on August 3, 2021; Exhibit 3.1 therein) 4 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Annual Report on Form 10-K (filed on March 2, 2020; Exhibit 4.23 therein) 4 4.2 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 4.3 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 4.4 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 4.5 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 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 4.9 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 4.10 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 4.11 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 Nationa l Association, as trustee 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 Current Report on Form 8-K (filed on March 26, 2020; Exhibit 4.1 therein) - 44 - 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 4.14 Third Supplemental Indenture between The Progressive Corporation and U.S. Bank Trust Company, National Association, as trustee Current Report on Form 8-K (filed March 9, 2022; Exhibit 4.1 therein) 4 4.15 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 4.16 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 4.17 Form of 2.50% Senior Note due 2027 Current Report on Form 8-K (filed March 9, 2022; Exhibit 4.2 therein) 4 4.18 Form of 3.00% Senior Note due 2032 Current Report on Form 8-K (filed March 9, 2022; Exhibit 4.3 therein) 4 4.19 Form of 3.70% Senior Note due 2052 Current Report on Form 8-K (filed March 9, 2022; Exhibit 4.4 therein) 4 4.20 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 4.21 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 4.22 Second Supplemental Indenture dated February 26, 1999 to the 1993 Senior Indenture between The Progressive Corporation and State Street Bank and Trust Company, as Trustee Registration Statement No. 333-100674 (filed on October 22, 2002; Exhibit 4.3 therein) 4 4.23 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 4.24 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 4.25 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 4.26 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) - 45 - 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 4.27 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 4.28 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 4.29 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 4.30 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 4.31 Amendment to Discretionary Line Documents - Discretionary Line of Credit from PNC Bank, National Association, to The Progressive Corporation (2020 Amendment) Quarterly Report on Form 10-Q (filed on August 4, 2020; Exhibit 5.1 therein) 4 4.32 Amendment to Discretionary Line Documents - Discretionary Line of Credit from PNC Bank, National Association, to The Progressive Corporation (2021 Amendment) Quarterly Report on Form 10-Q (filed on August 3, 2021; Exhibit 4.1 therein) 4 4.33 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 202 3 Gainshare Plan 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 Time-Based Awards under The Progressive Corporation 2015 Equity Incentive Plan (for 2022) Quarterly Report on Form 10-Q (filed on May 2, 2022; Exhibit 10.1 therein) 10(iii) 10.5 Form of Restricted Stock Unit Award Agreement for 2021 Time-Based Awards under the Progressive Corporation 2015 Equity Incentive Plan (for 2021) Current Report on Form 8-K (filed on March 25, 2021; Exhibit 10.1 therein) 10(iii) 10.6 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) 10.7 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) - 46 - 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) 10.8 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) under The Progressive Corporation 2015 Equity Incentive Plan (for 2022) Quarterly Report on Form 10-Q (filed on May 2, 2022; Exhibit 10.2 therein) 10(iii) 10.9 Form of Restricted Stock Unit Award Agreement for 2021 Performance-Based Awards (Performance Versus Market) under The Progressive Corporation 2015 Equity Incentive Plan (for 2021) Current Report on Form 8-K (filed on March 25, 2021; Exhibit 10.2 therein) 10(iii) 10.10 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) 10.11 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) under The Progressive Corporation 2015 Equity Incentive Plan (for 2022) Quarterly Report on Form 10-Q (filed on May 2, 2022; Exhibit 10.3 therein) 10(iii) 10.12 Form of Restricted Stock Unit Award Agreement for 2021 Performance-Based Awards (Investment Results) under The Progressive Corporation 2015 Equity Incentive Plan (for 2021) Current Report on Form 8-K (filed on March 25, 2021; Exhibit 10.3 therein) 10(iii) 10.13 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) 10.14 Form of Restricted Stock Unit Award Agreement for Special Time/Performance-Based Award under The Progressive Corporation 2015 Equity Incentive Plan (for 2022) Quarterly Report on Form 10-Q (filed on May 2, 2022; Exhibit 10.4 therein) 10(iii) 10.15 Form of Restricted Stock Unit Award Agreement for 2020 Special Time/Performance-Based Award under The Progressive Corporation 2015 Equity Incentive Plan (for 2020) Annual Report on Form 10-K (filed on March 1, 2021; Exhibit 10.14 therein) 10(iii) 10.16 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) 10.17 The Progressive Corporation 2017 Directors Equity Incentive Plan (2022 Amendment and Restatement) Current Report on Form 8-K (filed May 16, 2022; Exhibit 10 therein) 10(iii) 10.18 Form of Restricted Stock Award Agreement under The Progressive Corporation 2017 Directors Equity Incentive Plan (for 2022) Quarterly Report on Form 10-Q (filed on August 2, 2022; Exhibit 10.2 therein) 10(iii) 10.19 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) 10.20 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) - 47 - 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) 10.21 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) 10.22 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) 10.23 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) 10.24 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) 10.25 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) 10.26 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) 10.27 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) 10.28 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) 10.29 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) 10.30 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) 10.31 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) 10.32 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) 10.33 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) 10.34 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) 10.35 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) 10.36 Fourth Amendment to The Progressive Corporation Executive Deferred Compensation Trust Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.27 therein) - 48 - 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) 10.37 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) 10.38 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) 10.39 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) 10.40 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) 10.41 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) 10.42 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) 10.43 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) 10.44 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) 10.45 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) 10.46 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) 10.47 Director Compensation Schedule for 202 2 -202 3 Term Filed herewith 10(iii) 10.48 The Progressive Corporation Executive Separation Allowance Plan (2021 Amendment and Restatement) Quarterly Report on Form 10-Q (filed on May 4, 2021; Exhibit 10.4 therein) 10(iii) 10.49 First Amendment to The Progressive Corporation Executive Separation Allowance Plan (2021 Amendment and Restatement) Quarterly Report on Form 10-Q (filed on August 3, 2021; Exhibit 10.3 therein) 10(iii) 10.50 Second Amendment to The Progressive Corporation Executive Separation Allowance Plan (2021 Amendment and Restatement) Quarterly Report on Form 10-Q (filed on May 2, 2022; Exhibit 10.5 therein) 10(iii) 10.51 202 3 Progressive Capital Management Annual Incentive Plan Filed herewith 10(iii) 10.52 Chief Marketing Officer Offer Letter Annual Report on Form 10-K (filed on February 28, 2022; Exhibit 10.49 therein) 13 13 The Progressive Corporation 202 2 Annual Report to Shareholders Filed herewith 21 21 Subsidiaries of The Progressive Corporation Filed herewith - 49 - 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 23 23 Consent of Independent Registered Public Accounting Firm Filed herewith 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 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 101 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. Filed herewith 101 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith 101 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith 101 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith 101 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith 104 104 Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document). Filed herewith - 50 -