Item 5. Other Information
Item 5. Other Information.
• President and CEO Susan Patricia Griffith’s quarterly letter to shareholders is included as Exhibit 99 to this Quarterly Report on Form 10-Q.
• On April 28, 2023, The Progressive Corporation entered into an Amendment to Discretionary Line Documents (the Amendment) to its unsecured, discretionary line of credit dated April 28, 2017, as amended (the Line of Credit), between The Progressive Corporation and PNC Bank, National Association (PNC), to renew the Line of Credit. The Amendment increased the Line of Credit to a principal amount of $300 million from $250 million and extended the expiration date to April 30, 2024. Subject to the terms and conditions of the Line of Credit documents, advances under the Line of Credit (if any) will bear interest at a variable rate equal to 1-month term Secured Overnight Financing Rate (SOFR) plus 1.10%. Each advance under the Line of Credit must be repaid on the 30th day after the date of the advance or, if earlier, April 30, 2024, the expiration date of the Line of Credit. Prepayments are permitted without penalty. The Line of Credit is uncommitted and, as such, all advances are subject to PNC’s discretion. The Progressive Corporation also entered into an Amended and Restated Discretionary Line of Credit Note (the Note) substantially in the form filed herewith reflecting the increased amount, the new interest rate and other terms and conditions as more fully set forth therein.
The foregoing description of the Amendment and the Note does not purport to be complete and is qualified in its entirety by reference to the Amendment and the Note, copies of which are filed as Exhibits 4.1 and 4.2 hereto and are incorporated herein by reference.
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Item 6. Exhibits.
See exhibit index contained herein beginning on page 57, wh ich is incorporated by reference from information with respect to this item.
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SIGNATURES
Pursuant to the requirements 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
(Registrant)
Date:
May 2, 2023 By: /s/ John P. Sauerland
John P. Sauerland
Vice President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
Under
Reg. S-K,
Item 601 Form 10-Q
Exhibit
Number Description of Exhibit If Incorporated by Reference,
Documents with Which Exhibit was
Previously Filed with SEC
4 4.1 Amendment to Discretionary Line Documents - Discretionary Line of Credit from PNC Bank, National Association, to T he Progressive Corporation (2023 Amendment)
Filed herewith
4 4.2 Form of Amended and Restated Discretionary Line of Credit Note from The Progressive Corporation to PNC Bank, National Association
Filed herewith
10 10.1 Form of Restricted Stock Unit Award Agreement for Time-Based Awards under T he Progressive Corporation 2015 Equity Incentive Plan (for 2023)
Filed herewith
10 10.2 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) Under T he Progressive Corporation 2015 Equity Incentive Plan (for 2023)
Filed herewith
10 10.3 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards ( Investment Results ) under T he Progressive Corporation 2015 Equity Incentive Plan (for 2023)
Filed herewith
10 10.4 Form of Restricted Stock Unit Award Agreement for Special Time/Performance-Based Award under T he Progressive Corporation 2015 Equity Incentive Plan (for 2023)
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 (Regulation FD Disclosure)
Furnished 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
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