Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 15, 2023

THE PROGRESSIVE CORPORATION

(Exact name of registrant as specified in its charter)

Ohio

001-09518

34-0963169

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

6300 Wilson Mills Road,

Mayfield Village,

Ohio

44143

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (440) 461-5000


Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 Par Value	PGR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On September 15, 2023, The Progressive Corporation (“the Company”) issued a news release containing financial results for the Company and its consolidated subsidiaries for the month of, and year-to-date period ended, August 2023. A copy of the news release is attached hereto as Exhibit 99.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See exhibit index on page 3.

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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 hereunto duly authorized.

Date:

September 15, 2023

THE PROGRESSIVE CORPORATION

By:

/s/ Mariann Wojtkun Marshall

Name:

Mariann Wojtkun Marshall

Title:

Vice President and Chief Accounting Officer

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EXHIBIT INDEX


Exhibit No. Under Reg. S-K Item 601	Form 8-K Exhibit No.	Description
99	99	News release dated September 15, 2023, containing financial results of The Progressive Corporation and its consolidated subsidiaries for the month of, and year-to-date period ended, August 2023.

104	104	Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

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									NEWS RELEASE



The Progressive Corporation									Company Contact:
6300 Wilson Mills Road									Douglas S. Constantine
Mayfield Village, Ohio 44143									(440) 395-3707
http://www.progressive.com									investor_relations@progressive.com

PROGRESSIVE REPORTS AUGUST RESULTS

MAYFIELD VILLAGE, OHIO -- September 15, 2023 -- The Progressive Corporation (NYSE:PGR) today reported the following results for August 2023:


	August
(millions, except per share amounts and ratios; unaudited)	2023		2022		Change
Net premiums written	$	4,743.8	$	4,081.1	16	%
Net premiums earned	$	4,599.2	$	3,835.4	20	%
Net income	$	147.6	$	119.7	23	%
Per share available to common shareholders	$	0.25	$	0.20	23	%
Total pretax net realized gains (losses) on securities	$	(80.6)	$	(175.4)	(54)	%
Combined ratio	97.2		93.6		3.6 pts.
Average diluted equivalent common shares	587.5		587.2		0	%


	August
(thousands; unaudited)	2023	2022	Change
Policies in Force
Personal Lines
Agency – auto	8,377.0	7,606.0	10 %
Direct – auto	11,150.8	9,730.3	15 %
Total personal auto	19,527.8	17,336.3	13 %
Total special lines	5,934.3	5,548.9	7 %
Total Personal Lines	25,462.1	22,885.2	11 %
Total Commercial Lines	1,105.6	1,036.2	7 %
Total Property business	3,007.2	2,832.1	6 %
Companywide Total	29,574.9	26,753.5	11 %

Progressive offers personal and commercial insurance throughout the United States. Our Personal Lines business writes insurance for personal autos and special lines products. Our Commercial Lines business writes auto-related liability and physical damage insurance, business-related general liability and property insurance predominantly for small businesses, and workers’ compensation insurance primarily for the transportation industry. Our Property business writes residential property insurance for homeowners, other property owners, and renters.

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

COMPREHENSIVE INCOME STATEMENT

August 2023

(millions)

(unaudited)


	Current Month		Comments on Monthly Results1
Net premiums written	$	4,743.8

Revenues:
Net premiums earned	$	4,599.2
Investment income	171.0
Net realized gains (losses) on securities:
Net realized gains (losses) on security sales	(23.2)
Net holding period gains (losses) on securities	(56.7)
Net impairment losses recognized in earnings	(0.7)
Total net realized gains (losses) on securities	(80.6)
Fees and other revenues	69.0
Service revenues	26.3
Total revenues	4,784.9

Expenses:
Losses and loss adjustment expenses	3,720.8
Policy acquisition costs	361.5
Other underwriting expenses	457.8
Investment expenses	3.0
Service expenses	29.1
Interest expense	23.3
Total expenses	4,595.5

Income before income taxes	189.4
Provision for income taxes	41.8
Net income	147.6

Other comprehensive income (loss)
Changes in:
Total net unrealized gains (losses) on fixed-maturity securities	(33.5)
Net unrealized losses on forecasted transactions	0
Foreign currency translation adjustment	(0.1)
Other comprehensive income (loss)	(33.6)
Total comprehensive income (loss)	$	114.0

1 For a description of our financial reporting and accounting policies as it applies to information contained throughout this release, see Note 1 to our 2022 audited consolidated financial statements included in our 2022 Shareholders’ Report, which can be found at www.progressive.com/annualreport.

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

COMPREHENSIVE INCOME STATEMENTS

August 2023

(millions)

(unaudited)


	Year-to-Date
	2023		2022		% Change
Net premiums written	$	41,520.9	$	34,613.6	20

Revenues:
Net premiums earned	$	38,242.5	$	32,480.2	18
Investment income	1,207.4		735.5		64
Net realized gains (losses) on securities:
Net realized gains (losses) on security sales	59.6		431.5		(86)
Net holding period gains (losses) on securities	155.2		(1,914.1)		(108)
Net impairment losses recognized in earnings	(6.0)		(5.8)		3
Total net realized gains (losses) on securities	208.8		(1,488.4)		(114)
Fees and other revenues	586.7		473.3		24
Service revenues	210.4		205.3		2
Total revenues	40,455.8		32,405.9		25

Expenses:
Losses and loss adjustment expenses	30,773.9		24,527.9		25
Policy acquisition costs	3,078.4		2,561.3		20
Other underwriting expenses	4,241.0		3,954.1		7
Investment expenses	16.9		15.5		9
Service expenses	235.7		196.0		20
Interest expense	175.5		159.3		10
Goodwill impairment	0		224.8		(100)
Total expenses	38,521.4		31,638.9		22

Income before income taxes	1,934.4		767.0		152
Provision for income taxes	389.1		187.5		108
Net income	1,545.3		579.5		167

Other comprehensive income (loss)
Changes in:
Total net unrealized gains (losses) on fixed-maturity securities	156.7		(2,369.9)		(107)
Net unrealized losses on forecasted transactions	0.3		0.3		0
Foreign currency translation adjustment	0.2		(0.4)		(150)
Other comprehensive income (loss)	157.2		(2,370.0)		(107)
Total comprehensive income (loss)	$	1,702.5	$	(1,790.5)	(195)

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

COMPUTATION OF NET INCOME AND COMPREHENSIVE INCOME PER SHARE

INVESTMENT RESULTS

August 2023

(millions – except per share amounts)

(unaudited)


The following table sets forth the computation of per share results:

	Current		Year-to-Date
	Month		2023		2022

Net income	$	147.6	$	1,545.3	$	579.5
Less: Preferred share dividends	3.5		23.8		17.9
Net income available to common shareholders	$	144.1	$	1,521.5	$	561.6
Per common share:
Basic	$	0.25	$	2.60	$	0.96
Diluted	$	0.25	$	2.59	$	0.96

Comprehensive income (loss)	$	114.0	$	1,702.5	$	(1,790.5)
Less: Preferred share dividends	3.5		23.8		17.9
Comprehensive income (loss) attributable to common shareholders	$	110.5	$	1,678.7	$	(1,808.4)
Per common share:
Diluted	$	0.19	$	2.86	$	(3.09)

Average common shares outstanding - Basic	584.8		584.9		584.3
Net effect of dilutive stock-based compensation	2.7		2.6		2.7
Total average equivalent common shares - Diluted	587.5		587.5		587.0


The following table sets forth the investment results for the period:
		Current	Year-to-Date
		Month	2023	2022
	Fully taxable equivalent (FTE) total return:
	Fixed-income securities	0.2%	2.2%	(5.8)%
	Common stocks	(1.5)%	18.9%	(16.3)%
	Total portfolio	0.1%	2.9%	(6.9)%

	Pretax annualized investment income book yield	3.3%	3.1%	2.2%

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

August 2023

($ in millions)

(unaudited)


Current Month
							Commercial
	Personal Lines Business						Lines		Property		Companywide
	Agency		Direct		Total		Business		Business		Total
Net Premiums Written	$	1,710.1	$	2,099.1	$	3,809.2	$	683.0	$	251.5	$	4,743.8
% Growth in NPW	16%		22%		19%		2%		14%		16%
Net Premiums Earned	$	1,666.0	$	1,956.7	$	3,622.7	$	764.5	$	212.0	$	4,599.2
% Growth in NPE	22%		25%		24%		7%		12%		20%

GAAP Ratios
Loss/LAE ratio	78.2		79.1		78.7		93.2		69.9		80.7
Expense ratio	18.5		12.1		15.0		20.1		28.1		16.5
Combined ratio	96.7		91.2		93.7		113.3		98.0		97.2
Net catastrophe loss ratio1					3.7		0.6		31.4		4.5

Actuarial Adjustments2
Reserve Decrease/(Increase)
Prior accident years											$	(102.0)
Current accident year											(11.7)
Calendar year actuarial adjustment	$(29.4)		$(25.5)		$(54.9)		$(82.4)		$23.6		$	(113.7)

Prior Accident Years Development
Favorable/(Unfavorable)
Actuarial adjustment											$	(102.0)
All other development											29.4
Total development											$	(72.6)

Calendar year loss/LAE ratio											80.7
Accident year loss/LAE ratio											79.1

1 Represents catastrophe losses incurred during the period, including the impact of reinsurance, as a percent of net premiums earned. During the month, nearly half of the incurred catastrophe losses were attributable to Hurricane Idalia, with the remainder related to severe weather throughout the United States.

2 Represents adjustments solely based on our normally scheduled actuarial reviews. For our Property business, the actuarial reserving methodology includes changes to catastrophe losses, which were the primary driver of the reserve decrease for the month.

The actuarial reviews in our vehicle businesses do not include catastrophes. The unfavorable calendar year actuarial adjustment for Personal Lines is due to an increase in injury severity, primarily in Florida, while the actuarial adjustment for Commercial Lines is predominately in our transportation network company business and primarily reflects an increase in both large loss activity and late reported claims.

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

August 2023

($ in millions)

(unaudited)


Year-to-Date
							Commercial
	Personal Lines Business						Lines		Property		Companywide
	Agency		Direct		Total		Business		Business		Total
Net Premiums Written	$	14,841.9	$	17,565.5	$	32,407.4	$	7,241.0	$	1,872.2	$	41,520.9
% Growth in NPW	21%		25%		23%		9%		17%		20%
Net Premiums Earned	$	13,799.1	$	16,281.1	$	30,080.2	$	6,517.6	$	1,643.7	$	38,242.5
% Growth in NPE	17%		23%		21%		8%		9%		18%

GAAP Ratios
Loss/LAE ratio	79.7		81.3		80.6		78.3		83.3		80.3
Expense ratio	18.2		15.3		16.6		20.2		29.1		17.8
Combined ratio	97.9		96.6		97.2		98.5		112.4		98.1
Net catastrophe loss ratio1					3.2		0.5		40.0		4.3

Actuarial Adjustments2
Reserve Decrease/(Increase)
Prior accident years											$	(293.2)
Current accident year											(428.1)
Calendar year actuarial adjustment	$(293.2)		$(304.8)		$(598.0)		$(138.9)		$15.6		$	(721.3)

Prior Accident Years Development
Favorable/(Unfavorable)
Actuarial adjustment											$	(293.2)
All other development											(861.4)
Total development											$	(1,154.6)

Calendar year loss/LAE ratio											80.3
Accident year loss/LAE ratio											77.3

1 Represents catastrophe losses incurred during the period, including the impact of reinsurance, as a percent of net premiums earned.

2 Represents adjustments solely based on our normally scheduled actuarial reviews. For our Property business, the actuarial reserving methodology includes changes to catastrophe losses, while the reviews in our vehicle businesses do not include catastrophes.

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

BALANCE SHEET AND OTHER INFORMATION

(millions - except per share amounts and common shares repurchased)

(unaudited)


	August 2023
CONDENSED GAAP BALANCE SHEET:
Investments, at fair value:
Available-for-sale securities:
Fixed maturities1 (amortized cost: $59,496.6)	$	56,106.6
Short-term investments (amortized cost: $1,646.2)	1,646.2
Total available-for-sale securities	57,752.8
Equity securities:
Nonredeemable preferred stocks (cost: $1,029.3)	929.3
Common equities (cost: $672.5)	2,748.4
Total equity securities	3,677.7
Total investments2	61,430.5
Net premiums receivable	12,304.3
Reinsurance recoverables (including $4,931.3 on unpaid loss and LAE reserves)	5,344.7
Deferred acquisition costs	1,715.4
Other assets	4,195.7
Total assets	$	84,990.6

Unearned premiums	$	20,514.7
Loss and loss adjustment expense reserves	33,345.4
Other liabilities2	6,822.4
Debt	6,887.2
Total liabilities	67,569.7
Shareholders’ equity	17,420.9
Total liabilities and shareholders’ equity	$	84,990.6


Common shares outstanding	585.1
Common shares repurchased - actual3	46,822
Average cost per common share	$	130.01
Book value per common share	$	28.93
Trailing 12-month return on average common shareholders’ equity
Net income	10.4		%
Comprehensive income	8.4		%
Net unrealized pretax gains (losses) on fixed-maturity securities	$	(3,339.2)
Increase (decrease) from July 2023	$	(42.3)
Increase (decrease) from December 2022	$	198.4
Debt-to-total capital ratio	28.3		%
Fixed-income portfolio duration	2.9
Weighted average credit quality	AA- .

1 As of August 31, 2023, we held certain hybrid securities and recognized a change in fair value of $50.8 million as a realized loss during the period we held these securities.

2 At August 31, 2023, we had $110.5 million of net unsettled security transactions classified in “other liabilities.”

3 Represents actual shares repurchased during August. Year to date, we have repurchased 561,939 shares at an average cost per common share of $127.94. Prospectively, we will continue to show actual shares repurchased during the month.

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Monthly Commentary

•The Company has no additional commentary regarding August’s results.

Events

We plan to release September results on Friday, October 13, 2023, before the market opens.

About Progressive

Progressive Insurance® makes it easy to understand, buy and use car insurance, home insurance, and other protection needs. Progressive offers choices so consumers can reach us however it’s most convenient for them — online at progressive.com, by phone at 1-800-PROGRESSIVE, via the Progressive mobile app, or in-person with a local agent.

Progressive provides insurance for personal and commercial autos and trucks, motorcycles, boats, recreational vehicles, and homes; it is the second largest auto insurer in the country, a leading seller of commercial auto, motorcycle, and boat insurance, and one of the top 15 homeowners insurance carriers.

Founded in 1937, Progressive continues its long history of offering shopping tools and services that save customers time and money, like Name Your Price®, Snapshot®, and HomeQuote Explorer®.

The Common Shares of The Progressive Corporation, the Mayfield Village, Ohio-based holding company, trade publicly at NYSE: PGR.

Regulation FD Disclosure Outlets

The Company disseminates information to the public about the Company, its products, services and other matters through various outlets in order to achieve broad, non-exclusionary distribution of information to the public. These outlets include the Company’s website (progressive.com) and its investor relations website (investors.progressive.com). We encourage investors and others to review the information the Company makes public through these outlets, as such information distributed through these outlets may be considered to be material information.

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Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Investors are cautioned that certain statements in this report not based upon historical fact are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements often use words such as “estimate,” “expect,” “intend,” “plan,” “believe,” “goal,” “target,” “anticipate,” “will,” “could,” “likely,” “may,” “should,” and other words and terms of similar meaning, or are tied to future periods, in connection with a discussion of future operating or financial performance. Forward-looking statements are not guarantees of future performance, are based on current expectations and projections about future events, and are subject to certain risks, assumptions and uncertainties that could cause actual events and results to differ materially from those discussed herein. These risks and uncertainties include, without limitation, uncertainties related to:

•our ability to underwrite and price risks accurately and to charge adequate rates to policyholders;

•our ability to establish accurate loss reserves;

•the impact of severe weather, other catastrophe events and climate change;

•the effectiveness of our reinsurance programs and the continued availability of reinsurance and performance by reinsurers;

•the secure and uninterrupted operation of the systems, facilities and business functions and the operation of various third-party systems that are critical to our business;

•the impacts of a security breach or other attack involving our technology systems or the systems of one or more of our vendors;

•our ability to maintain a recognized and trusted brand and reputation;

•whether we innovate effectively and respond to our competitors’ initiatives;

•whether we effectively manage complexity as we develop and deliver products and customer experiences;

•our ability to attract, develop and retain talent and maintain appropriate staffing levels;

•the impact of misconduct or fraudulent acts by employees, agents, and third parties to our business and/or exposure to regulatory assessments;

•the highly competitive nature of property-casualty insurance markets;

•whether we adjust claims accurately;

•compliance with complex and changing laws and regulations;

•litigation challenging our business practices, and those of our competitors and other companies;

•the success of our business strategy and efforts to acquire or develop new products or enter into new areas of business and navigate related risks;

•how intellectual property rights affect our competitiveness and our business operations;

•the performance of our fixed-income and equity investment portfolios;

•the impact on our investment returns and strategies from regulations and societal pressures relating to environmental, social, governance and other public policy matters;

•the elimination of the London Interbank Offered Rate;

•our continued ability to access our cash accounts and/or convert investments into cash on favorable terms;

•the impact if one or more parties with which we enter into significant contracts or transact business fail to perform;

•legal restrictions on our insurance subsidiaries’ ability to pay dividends to The Progressive Corporation;

•limitations on our ability to pay dividends on our common shares under the terms of our outstanding preferred shares;

•our ability to obtain capital when necessary to support our business and potential growth;

•evaluations by credit rating and other rating agencies;

•the variable nature of our common share dividend policy;

•whether our investments in certain tax-advantaged projects generate the anticipated returns;

•the impact from not managing to short-term earnings expectations in light of our goal to maximize the long-term value of the enterprise;

•the impacts of epidemics, pandemics or other widespread health risks; and

•other matters described from time to time in our releases and publications, and in our periodic reports and other documents filed with the United States Securities and Exchange Commission, including, without limitation, the Risk Factors section of our Annual Report on Form 10-K for the year ending December 31, 2022.

Any forward-looking statements are made only as of the date presented. Except as required by applicable law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or developments or otherwise.

In addition, investors should be aware that accounting principles generally accepted in the United States prescribe when a company may reserve for particular risks, including litigation exposures. Accordingly, results for a given reporting period could be significantly affected if and when we establish reserves for one or more contingencies. Also, our regular reserve reviews may result in adjustments of varying magnitude as additional information regarding claims activity becomes known. Reported results, therefore, may be volatile in certain accounting periods.

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Cover Page	Sep. 15, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 15, 2023
Entity Registrant Name	PROGRESSIVE CORP/OH/
Entity Incorporation, State or Country Code	OH
Entity File Number	001-09518
Entity Tax Identification Number	34-0963169
Entity Address, Address Line One	6300 Wilson Mills Road,
Entity Address, City or Town	Mayfield Village,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44143
City Area Code	440
Local Phone Number	461-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.00 Par Value
Trading Symbol	PGR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000080661