Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
We, under the direction of our Chief Executive Officer and our Chief Financial Officer, 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 our 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
(b) Insider Trading Arrangements
During the fourth quarter 2024, certain executive officers entered into Rule 10b5-1 trading arrangements that are intended to satisfy the affirmative defense of Rule 10b5-1(c). The executive officers’ plans provide for the sale of all of the shares issued upon vesting for certain outstanding equity awards previously granted to the applicable executive officer, excluding any shares withheld by the company to satisfy tax withholding obligations (see our Proxy Statement, as defined below, for a description of the company’s equity compensation plans).
Below are the details of each applicable Rule 10b5-1 trading arrangement:
Name Title Date Entered Date Expires 1
Officers
Jonathan S. Bauer Chief Investment Officer November 18, 2024 September 2, 2025
Patrick K. Callahan Personal Lines President November 18, 2024 October 1, 2025
1 Subject to the plan’s earlier expiration or completion in accordance with its terms.
Additional Information
President and CEO Susan Patricia Griffith’s annual letter to shareholders is included as Exhibit 99 to this Form 10-K and in our online shareholders’ report located on our investor relations website at: investors.progressive.com/financials.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
- 32 -
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 9, 2025 (the Proxy Statement).
Information relating to executive officers of Progressive follows. Unless noted below, all positions were with Progressive.
Name Age Offices Held and Last Five Years’ Business Experience
Susan Patricia Griffith 60 President and Chief Executive Officer
John P. Sauerland 60 Vice President and Chief Financial Officer
Karen B. Bailo 57 Commercial Lines President since October 2020; Commercial Lines Acquisition and Small Business General Manager prior to October 2020
Jonathan S. Bauer 47 Chief Investment Officer
Steven A. Broz 54 Chief Information Officer
Patrick K. Callahan 54 Personal Lines President
William L. Clawson II 55 Chief Human Resources Officer since December 2021; Compensation and Benefits Business Leader prior to December 2021
Remi Kent 49 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) prior to November 2021
Mariann Wojtkun Marshall 62 Vice President, Chief Accounting Officer, and Assistant Secretary
John Murphy 55 Claims President since December 2021; Customer Relationship Management President prior to December 2021
Lori Niederst 51 Customer Relationship Management President since December 2021; Chief Human Resources Officer prior to December 2021
David M. Stringer 50 Vice President, Secretary, and Chief Legal Officer since January 2024; Deputy General Counsel, Litigation and Employment, prior to January 2024
Andrew J. Quigg 45 Chief Strategy Officer
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 our 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 2024 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 our Proxy Statement.
Audit Committee. Incorporated by reference from the “Other Board of Directors Information - Board Committees - Audit Committee” section of our Proxy Statement.
Financial Expert. Incorporated by reference from the “Other Board of Directors Information - Board Committees - Audit Committee” section of our Proxy Statement.
Insider Trading Policies and Procedures. Progressive has adopted insider trading policies and procedures, which are included as Exhibit 19 to this Form 10-K and discussion of which is incorporated by reference from the “Other Matters - Insider Trading Policies and Procedures” section of our Proxy Statement.
- 33 -
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from the sections of our 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
The following information is set forth with respect to our equity compensation plans at December 31, 2024.
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 :
2024 Equity Incentive Plan 21,822 2
NA 10,162,765 3
2015 Equity Incentive Plan 2,483,840 2
NA 380,365 3
Director Plans :
Amended and Restated 2017 Directors Equity Incentive Plan 14,649 NA 376,883 4
Equity compensation plans not approved by security holders
None
Total 2,520,311 NA 10,920,013
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.
Reflects the target value of 447,477 and 342 units of outstanding performance-based restricted stock unit awards, including dividend equivalents, under our 2015 and 2024 Equity Incentive Plans, respectively. The maximum potential payout for these awards was 1,105,178 and 855 units under the 2015 and 2024 Equity Incentive Plans, respectively. 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 our Amended and Restated 2017 Directors Equity Incentive Plan that was approved by shareholders in 2022 and increased the originally authorized shares by 150,000.
Information regarding ownership of Common Shares by certain beneficial owners and management is incorporated by reference from the section of our Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Incorporated by reference from the section of our Proxy Statement entitled “Other Board of Directors Information - Transactions with Related Persons” and “Other Board of Directors Information - Board of Directors Independence Determinations.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Incorporated by reference from the section of our Proxy Statement entitled “Other Independent Registered Public Accounting Firm Information.”
- 34 -
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, 2024, 2023, and 2022
• Consolidated Balance Sheets - December 31, 2024 and 2023
• Consolidated Statements of Changes in Shareholders’ Equity - For the Years Ended December 31, 2024, 2023, and 2022
• Consolidated Statements of Cash Flows - For the Years Ended December 31, 2024, 2023, and 2022
• 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 47, 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 10.48.
(b) Exhibits
The exhibits in response to this portion of Item 15 are submitted concurrently with this report.
(c) Financial Statement Schedules
- 35 -
SCHEDULE I — SUMMARY OF INVESTMENTS — OTHER THAN INVESTMENTS IN RELATED PARTIES
THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
(millions)
December 31, 2024
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 $ 47,103 $ 45,988 $ 45,988
States, municipalities, and political subdivisions 2,893 2,778 2,778
Foreign government obligations 16 16 16
Public utilities 1,432 1,412 1,412
Corporate and other debt securities 12,679 12,542 12,542
Asset-backed securities 13,003 12,596 12,596
Total fixed maturities 77,126 75,332 75,332
Equity securities:
Common stocks:
Public utilities 38 121 121
Banks, trusts, and insurance companies 143 579 579
Industrial, miscellaneous, and all other 564 2,875 2,875
Nonredeemable preferred stocks 756 728 728
Total equity securities 1,501 4,303 4,303
Short-term investments 615 615 615
Total investments $ 79,242 $ 80,250 $ 80,250
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, 2024.
- 36 -
SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
THE PROGRESSIVE CORPORATION (PARENT COMPANY)
(millions)
Years Ended December 31,
2024 2023 2022
Revenues
Dividends from subsidiaries $ 3,667 $ 399 $ 541
Undistributed income from subsidiaries 4,947 3,572 325
Equity in net income of subsidiaries 8,614 3,971 866
Intercompany investment income 149 205 92
Total revenues 8,763 4,176 958
Expenses
Interest expense 280 270 246
Deferred compensation 1
54 20 25
Other operating costs and expenses 8 8 7
Total expenses 342 298 278
Income before income taxes 8,421 3,878 680
Benefit for income taxes 59 25 42
Net income 8,480 3,903 722
Other comprehensive income (loss) 193 1,186 ( 2,843 )
Comprehensive income (loss) $ 8,673 $ 5,089 $ ( 2,121 )
1 See Note 4 – Employee Benefit Plans in these condensed financial statements.
See notes to condensed financial statements.
- 37 -
SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)
CONDENSED BALANCE SHEETS
THE PROGRESSIVE CORPORATION (PARENT COMPANY)
(millions - except per share amounts)
December 31,
2024 2023
Assets
Investment in affiliate $ 5 $ 5
Investment in subsidiaries 28,850 23,410
Receivable from investment subsidiary 5,812 3,791
Intercompany receivable 641 887
Net federal deferred income taxes 82 66
Other assets 176 165
Total assets $ 35,566 $ 28,324
Liabilities and Shareholders’ Equity
Dividends payable on common shares $ 2,695 $ 498
Accounts payable, accrued expenses, and other liabilities 387 660
Debt 1
6,893 6,889
Total liabilities 9,975 8,047
Serial Preferred Shares, Series B, no par value (cumulative, liquidation preference of $ 1,000 per share) (authorized, issued, and outstanding 0 and 0.5 )
0 494
Common shares, $ 1.00 par value (authorized 900 ; issued 798 , including treasury shares of 212 and 213 )
586 585
Paid-in capital 2,145 2,013
Retained earnings 24,283 18,801
Total accumulated other comprehensive income (loss) ( 1,423 ) ( 1,616 )
Total shareholders’ equity 25,591 20,277
Total liabilities and shareholders’ equity $ 35,566 $ 28,324
1 Consists solely of long-term debt. See Note 4 – Debt in the Annual Report for further discussion.
See notes to condensed financial statements.
- 38 -
SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)
CONDENSED STATEMENTS OF CASH FLOWS
THE PROGRESSIVE CORPORATION (PARENT COMPANY)
(millions)
Years Ended December 31,
2024 2023 2022
Cash Flows From Operating Activities:
Net income $ 8,480 $ 3,903 $ 722
Adjustments to reconcile net income to net cash provided by operating activities:
Undistributed income from subsidiaries ( 4,947 ) ( 3,572 ) ( 325 )
Amortization of equity-based compensation 4 3 3
Changes in:
Intercompany receivable 246 ( 421 ) ( 79 )
Accounts payable, accrued expenses, and other liabilities 26 12 ( 22 )
Income taxes ( 318 ) 301 29
Other, net 28 10 60
Net cash provided by operating activities 3,519 236 388
Cash Flows From Investing Activities:
Additional investments in equity securities of consolidated subsidiaries ( 182 ) ( 621 ) ( 798 )
Received from (paid to) investment subsidiary ( 2,021 ) 307 ( 716 )
Net cash used in investing activities ( 2,203 ) ( 314 ) ( 1,514 )
Cash Flows From Financing Activities:
Redemption of preferred shares ( 500 ) 0 0
Dividends paid to common shareholders ( 674 ) ( 234 ) ( 234 )
Dividends paid to preferred shareholders ( 8 ) ( 43 ) ( 27 )
Acquisition of treasury shares for restricted stock tax liabilities ( 121 ) ( 95 ) ( 77 )
Acquisition of treasury shares acquired in open market ( 13 ) ( 46 ) ( 22 )
Net proceeds from debt issuance 0 496 1,486
Net cash provided by (used in) financing activities ( 1,316 ) 78 1,126
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.
- 39 -
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, 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, 2024, 2023, and 2022, $ 6.2 billion, $ 4.2 billion, and $ 4.4 billion, respectively, of marketable securities were available in this subsidiary; a portion of these securities were used to pay the $ 2.7 billion common share dividends accrued at December 31, 2024.
For the years ended December 31, non-cash activity included the following:
(millions) 2024 2023 2022
Common share dividends 1
$ 2,695 $ 498 $ 58
Preferred share dividends and redemption 1
3 0 13
1 Includes declared but unpaid dividends and unpaid excise taxes on redemption. See Note 14 – Dividends in the Annual Report for further discussion.
For the years ended December 31, The Progressive Corporation paid the following:
(millions) 2024 2023 2022
Income taxes 1
$ 2,540 $ 800 $ 705
Interest 276 265 229
1 The increase in income taxes paid in 2024 was primarily driven by higher profitability, compared to the prior years.
Note 2. Income Taxes — The Progressive Corporation files a consolidated federal income tax return with its eligible 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 accounts payable, accrued expenses, and other liabilities or other 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 the 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 the 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.
Note 6. Dividends — The information relating to our dividend policy is incorporated by reference from Note 14 – Dividends in the Annual Report. Accrued dividends are recorded as dividends payable on common shares on our condensed balance sheets; the prior year common share dividend accrual was reclassified into this line item from accounts payable, accrued expenses, and other liabilities to conform to the current year presentation.
- 40 -
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, 2024:
Personal Lines 3
$ 60,091 $ 41,443 $ 4,360 $ 8,341 $ 63,470
Commercial Lines 10,707 7,610 1,023 1,109 10,953
Other indemnity 1 7 0 12 1
Total $ 1,961 $ 39,057 $ 23,858 $ 0 $ 70,799 $ 2,803 $ 49,060 $ 5,383 $ 9,462 $ 74,424
Year ended December 31, 2023:
Personal Lines 3
$ 48,765 $ 37,749 $ 3,660 $ 5,211 $ 51,412
Commercial Lines 9,899 7,900 1,005 1,020 10,138
Other indemnity 1 6 0 11 0
Total $ 1,687 $ 34,389 $ 20,134 $ 0 $ 58,665 $ 1,866 $ 45,655 $ 4,665 $ 6,242 $ 61,550
Year ended December 31, 2022:
Personal Lines 3
$ 40,150 $ 31,572 $ 3,003 $ 4,904 $ 41,680
Commercial Lines 9,088 6,545 913 948 9,399
Other indemnity 3 6 1 7 2
Total $ 1,544 $ 30,359 $ 17,294 $ 0 $ 49,241 $ 1,236 $ 38,123 $ 3,917 $ 5,859 $ 51,081
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 Beginning in the fourth quarter 2024, our Personal Lines segment includes insurance for personal autos, special lines products (e.g., recreational vehicles, such as motorcycles, RVs, and watercraft), and personal property insurance, which includes insurance for homeowners and renters, umbrella insurance, and flood products. Personal Lines information for 2023 and 2022 was recast to include our personal property insurance products; these products were reported separately in prior years.
- 41 -
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, 2024
Premiums earned:
Property and liability insurance $ 72,169 $ 1,370 $ 0 $ 70,799 0 %
December 31, 2023
Premiums earned:
Property and liability insurance $ 59,881 $ 1,216 $ 0 $ 58,665 0 %
December 31, 2022
Premiums earned:
Property and liability insurance $ 50,650 $ 1,409 $ 0 $ 49,241 0 %
- 42 -
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 March 3, 2025 appearing in the 2024 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 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
March 3, 2025
- 43 -
ITEM 16. FORM 10-K SUMMARY
We have elected not to include a summary of information as permitted under this item.
- 44 -
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
March 3, 2025 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 March 3, 2025
Susan Patricia Griffith
/s/ John P. Sauerland Vice President and Chief Financial Officer March 3, 2025
John P. Sauerland
/s/ Mariann Wojtkun Marshall Vice President and Chief Accounting Officer March 3, 2025
Mariann Wojtkun Marshall
* Chairperson of the Board March 3, 2025
Lawton W. Fitt
* Director March 3, 2025
Philip Bleser
* Director March 3, 2025
Stuart B. Burgdoerfer
* Director March 3, 2025
Pamela J. Craig
* Director March 3, 2025
Charles A. Davis
* Director March 3, 2025
Roger N. Farah
* Director March 3, 2025
Devin C. Johnson
* Director March 3, 2025
Jeffrey D. Kelly
* Director March 3, 2025
Barbara R. Snyder
* Director March 3, 2025
Kahina Van Dyke
- 45 -
* David M. Stringer, 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/ David M. Stringer March 3, 2025
David M. Stringer
Attorney-in-fact
- 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
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 October 11, 2024)
Quarterly Report on Form 10-Q (filed on November 4, 2024; 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 February 26, 2024; Exhibit 4.1 therein)
4 4.2 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 4.3 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 4.4 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 4.5 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 4.6 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 4.7 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 4.8 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 4.9 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 4.10 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)
- 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
4 4.11 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 4.12 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 4.13 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 4.14 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 4.15 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 4.16 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 4.17 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 4.18 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 4.19 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 4.20 First Supplemental Indenture dated October 23, 2018 between The Progressive Corporation and U.S. Bank National Association, as trustee
Current Report on Form 8-K (filed on October 23, 2018; Exhibit 4.1 therein)
4 4.21 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)
4 4.22 Third Supplemental Indenture between The Progressive Corporation and U.S. Bank Trust Company, National Association, as trustee
Current Report on Form 8-K (filed on March 9, 2022; Exhibit 4.1 therein)
4 4.23 Fourth Supplemental Indenture between The Progressive Corporation and U.S. Bank Trust Company, National Association, as trustee
Current Report on Form 8-K (filed on May 25, 2023; Exhibit 4.1 therein)
4 4.24 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)
- 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
4 4.25 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 4.26 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 4.27 Form of 2.50% Senior Note due 2027
Current Report on Form 8-K (filed on March 9, 2022; Exhibit 4.2 therein)
4 4.28 Form of 3.00% Senior Note due 2032
Current Report on Form 8-K (filed on March 9, 2022; Exhibit 4.3 therein)
4 4.29 Form of 3.70% Senior Note due 2052
Current Report on Form 8-K (filed on March 9, 2022; Exhibit 4.4 therein)
4 4.30 Form of 4.95% Senior Note due 2033
Current Report on Form 8-K (filed on May 25, 2023; Exhibit 4.2 therein)
4 4.31 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 4.32 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 4.33 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 4.34 Amendment to Discretionary Line Documents - Discretionary Line of Credit from PNC Bank, National Association to The Progressive Corporation (2023 Amendment)
Quarterly Report on Form 10-Q (filed on May 2, 2023; Exhibit 4.1 therein)
4 4.35 Form of Amended and Restated Discretionary Line of Credit Note from The Progressive Corporation to PNC Bank, National Association
Quarterly Report on Form 10-Q (filed on May 2, 2023; Exhibit 4.2 therein)
10(iii)
10.1 The Progressive Corporation 202 5 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 The Progressive Corporation 2024 Equity Incentive Plan
Current Report on Form 8-K (filed on May 14, 2024; Exhibit 10 therein)
10(iii)
10.4 Form of Restricted Stock Unit Award Agreement for Time-Based Awards (for 2024)
Quarterly Report on Form 10-Q (filed on May 6, 2024; Exhibit 10.1 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 2023)
Quarterly Report on Form 10-Q (filed on May 2, 2023; Exhibit 10.1 therein)
10(iii)
10.6 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)
- 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
10(iii)
10.7 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)
10.8 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) (for 2024)
Quarterly Report on Form 10-Q (filed on May 6, 2024; Exhibit 10.2 therein)
10(iii)
10.9 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance Versus Market) under The Progressive Corporation 2015 Equity Incentive Plan (for 2023)
Quarterly Report on Form 10-Q (filed on May 2, 2023; Exhibit 10.2 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 2022)
Quarterly Report on Form 10-Q (filed on May 2, 2022; Exhibit 10.2 therein)
10(iii)
10.11 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) (for 2024)
Quarterly Report on Form 10-Q (filed on May 6, 2024; Exhibit 10.3 therein)
10(iii)
10.12 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) under The Progressive Corporation 2015 Equity Incentive Plan (for 2023)
Quarterly Report on Form 10-Q (filed on May 2, 2023; Exhibit 10.3 therein)
10(iii)
10.13 Form of Restricted Stock Unit Award Agreement for Special Time/Performance-Based Award (for 2024)
Quarterly Report on Form 10-Q (filed on May 6, 2024; Exhibit 10.4 therein)
10(iii)
10.14 Chief Executive Officer Amendment No. 1 to Certain Restricted Stock Unit Award Agreements
Annual Report on Form 10-K (filed on February 26, 2024; Exhibit 10.14 therein)
10(iii)
10.15 The Progressive Corporation 2017 Directors Equity Incentive Plan (2022 Amendment and Restatement)
Current Report on Form 8-K (filed on May 16, 2022; Exhibit 10 therein)
10(iii)
10.16 Form of Restricted Stock Award Agreement under The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan (for 2024)
Quarterly Report on Form 10-Q (filed on August 5, 2024; 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)
- 50 -
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)
10.22 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 First Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2018 Amendment and Restatement)
Quarterly Report on Form 10-Q (filed on August 5, 2024; Exhibit 10.2 therein)
10(iii)
10.31 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)
10.32 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)
10.33 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)
10.34 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)
10.35 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)
10.36 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)
10.37 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)
10.38 Seventh Amendment to The Progressive Corporation Executive Deferred Compensation Trust
Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.30 therein)
- 51 -
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)
10.39 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)
10.40 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)
10.41 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)
10.42 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)
10.43 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)
10.44 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)
10.45 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)
10.46 Director Compensation Schedule for 202 4 -202 5 Term
Filed herewith
10(iii)
10.47 The Progressive Corporation Executive Separation Allowance Plan (2024 Amendment and Restatement)
Quarterly Report on Form 10-Q (filed on August 5, 2024; Exhibit 10.3 therein)
10(iii)
10.48 2025 Progressive Capital Management Annual Incentive Plan
Filed herewith
13 13 Annual Report to Shareholders of The Progressive Corporation and subsidiaries for the year ended December 31, 2024
Filed herewith
19 19 The Progressive Corporation Insider Trading Policy
Filed herewith
21 21 Subsidiaries of The Progressive Corporation
Filed herewith
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
Furnished herewith
32 32.2 Section 1350 Certification of the Principal Financial Officer, John P. Sauerland
Furnished herewith
97 97 The Progressive Corporation Dodd-Frank Clawback Policy
Annual Report on Form 10-K (filed on February 26, 2024; Exhibit 97 therein)
99 99 Letter to Shareholders from Susan Patricia Griffith, President and Chief Executive Officer
Filed herewith
- 52 -
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
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
- 53 -