Other Information.
−Removed: • President and CEO Susan Patricia Griffith’s quarterly letter to shareholders is included as Exhibit 99 to this Quarterly Report on Form 10-Q.
−Removed: • 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.
−Removed: 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.
−Removed: 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%.
−Removed: 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.
−Removed: Prepayments are permitted without penalty.
−Removed: The Line of Credit is uncommitted and, as such, all advances are subject to PNC’s discretion.
−Removed: 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.
−Removed: 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.
+Added: • During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: • President and CEO Susan Patricia Griffith’s quarterly letter to shareholders is included as Exhibit 99 to this Quarterly Report on Form 10-Q and in our online Shareholder Report located on our investor relations website at:
+Added: investors.progressive.com/financials.
See exhibit index contained herein beginning on page 60, wh ich is incorporated by reference from information with respect to this item.
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THE PROGRESSIVE CORPORATION
−Removed: May 2, 2023 By:
+Added: August 1, 2023 By:
Vice President and Chief Financial Officer
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Previously Filed with SEC
−Removed: 4 4.1 Amendment to Discretionary Line Documents - Discretionary Line of Credit from PNC Bank, National Association, to T he Progressive Corporation (2023 Amendment)
−Removed: Filed herewith
−Removed: 4 4.2 Form of Amended and Restated Discretionary Line of Credit Note from The Progressive Corporation to PNC Bank, National Association
−Removed: Filed herewith
−Removed: 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)
−Removed: Filed herewith
−Removed: 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)
−Removed: Filed herewith
−Removed: 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)
−Removed: Filed herewith
−Removed: 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)
+Added: 4 4.1 Fourth Supplemental Indenture between The Progressive Corporation and U.S.
+Added: Bank Trust Company, National Association, as trustee
+Added: Current Report on Form 8-K (filed May 25, 2023;
+Added: Exhibit 4.1 therein)
+Added: 4 4.2 Form of 4.95% Senior Note due 2033
+Added: Current Report on Form 8-K (filed May 25, 2023;
+Added: Exhibit 4.2 therein)
+Added: 10 10.1 Form of Restricted Stock Award Agreement under The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan (for 2023)
Filed herewith
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.