Although we have organized risks generally according to these categories in the discussion below, many of the risks may have ramifications in more than one category. For example, although presented as an Operating Risk below, governmental regulation of insurance companies also affects our underwriting, investing, and financing activities, which are addressed separately under Insurance Risks, Market Risks, and Credit and Other Financial Risks below. These categories, therefore, should be viewed as a starting point for understanding the significant risks facing us and not as a limitation on the potential impact of the matters discussed.
It also should be noted that our business and that of other insurers may be adversely affected by a downturn in general economic conditions and other forces beyond our control. Issues such as unemployment rates, the number of vehicles sold, technological advances, home ownership trends, inflation or deflation, consumer confidence, and construction spending, among a host of other factors, will have a bearing on the amount of insurance that is purchased by consumers and small businesses and the costs that we incur. Also, to the extent that we have a concentration of business in one or more states or regions of the country, general economic conditions in those states or regions may have a greater impact on our business.
We cannot predict whether the risks and uncertainties discussed in this section, or other risks not presently known to us or that we currently believe to be immaterial, may develop into actual events and impact our businesses.business. If any one or more of them does so, the events could materially adversely affect our financial condition, cash flows, or results of operations, and the market prices of our common sharesequity or debt securities could decline.
This information should be considered carefully together with the other information contained in this report and in the other reports and materials filed by us with the SEC, as well as news releases and other information we publicly disseminate from time to time.
Our financial condition, cash flows, and results of operations depend on our ability to underwrite and set rates accurately for a full spectrum of risks. A primary role of the pricing function is to ensure that rates are adequate to generate sufficient premiums to pay losses, loss adjustment expenses, and underwriting expenses, and to earn a profit.
Pricing involves the acquisition and analysis of historical data regarding vehicle accidents, other insured events, and associated losses, and the projection of future trends for such accidents and events, loss costs, expenses, and inflation, among other factors, for each of our products in multiple risk tiers and many different markets. Our ability to price accurately is subject to a number of risks and uncertainties, including, without limitation:
The realization of one or more of these risks may result in our pricing being based on inadequate or inaccurate data or inappropriate analyses, assumptions, or methodologies, and may cause us to estimate incorrectly future changes in the frequency or severity of claims. As a result, we could underprice risks, which would negatively affect our underwriting profit margins, or we could overprice risks, which could reduce our competitiveness and growth prospects. In either event, our financial condition, cash flows, and results of operations could be materially adversely affected. In addition, underpricing insurance policies over time could erode the capital position of one or more of our insurance subsidiaries, thereby constraining our ability to write new business.
Our success depends on our ability to establish accurate loss reserves.
Our financial statements include loss reserves, which represent our best estimate as of the date of the financial statements of the amounts that our insurance subsidiaries ultimately will pay on claims that have been incurred, and the related costs of adjusting those claims. There is inherent uncertainty in the process of establishing property and casualty insurance loss reserves, which can arise from a number of factors which are, or can be, affected by both internal and external events including:
The ultimate paid losses and loss adjustment expenses may deviate, perhaps substantially, from point-in-time estimates of such losses and expenses, as reflected in the loss reserves included in our financial statements. Consequently, ultimate losses paid could materially exceed reported loss reserves and have a material adverse effect on our financial condition, cash flows, or results of operations. Further information on our loss reserves can be found in the “Liability for Property-Casualty Losses and Loss Adjustment Expenses” discussion of this report.
Our success will depend on our ability to continue to accurately predict our reinsurance needs, obtain sufficient reinsurance coverage for our Property and other businesses at reasonable cost, and collect under our reinsurance contracts.
II. III. Operating Risks
Our business depends on the secure and uninterrupted operation of our systems, facilities, and business functions and the operation of various third-party systems.
Our business is highly dependent upon our ability to perform necessary business functions in an efficient and uninterrupted manner. The shut-down, disruption, degradation, or unavailability of one or more of our systems or facilities, or the inability of large numbers of our employees to communicate in a largely work-from-home environment, for any reason, could significantly impair our ability to perform critical business functions on a timely basis. In addition, many of our critical business systems interface with and depend on third-party systems. An interruption or degradation of service from a third-party system for any reason, or a determination by a vendor to abandon or terminate support for a system, product, obligation, or service that is significant to our business, could significantly impair our ability to perform critical business functions, including, but not limited to, impeding customer interactions, preventing access to company or customer data, and interfering with our ability to send or accept electronic payments through credit card or debit card networks and the Automated Clearing House, among other payment systems. If sustained or repeated, and if an alternate system, process, or vendor is not immediately available to us, such events could result in a deterioration of our ability to write and process policies, provide high-quality customer service, resolve claims in a timely manner, make payments when required, or perform other necessary business functions. Also, system redundancy and other continuity measures may be ineffective or inadequate, and our business continuity and disaster recovery planning may not be sufficient for all eventualities. Any such event could have a material adverse effect on our financial results and business prospects, as well as cause damage to our reputation, brand, and customer goodwill. Catastrophe events that affect one of our larger office locations, a significant technology/data center, critical communications facilities, or one or more of our key vendors, may heighten this risk.
Our business could be materially adversely affected by a security breach or other attack involving our technology systems or the systems of one or more of our vendors.
Our business requires that we develop and maintain large and complex technology systems, and that we rely on third-party systems and applications, to run our operations and to store the significant volume of data that we acquire, including the personal information of our customers and employees and our intellectual property, trade secrets, and other sensitive business and financial information. All of these systems are subject to “cyber-attacks” by third parties with substantial computing resources and capabilities, which are becoming more frequent and more sophisticated, and to unauthorized or illegitimate actions by employees, consultants, agents, and other persons with legitimate access to our systems. Such attacks or actions may include attempts to:
•access our systems
•steal, corrupt, or destroy data, including our intellectual property, financial data, or the personal information of our customers, employees, or other individuals
•misappropriate funds or extract ransom payments
•commit fraud
•disrupt or shut down our systems
•deny customers, agents, brokers, or others access to our systems
•infect our systems with viruses or malware
Some of our systems and operations rely on third-party vendors, through either a connection to, or an integration with, those third parties’ systems or contracted personnel. This approach has increased, and may continue to increase, the risk of loss, corruption, or unauthorized access to or publication of our information or the confidential information of our customers and employees or other cyber-attacks, and although we may review and assess third-party vendor cybersecurity controls, our efforts may not be successful in preventing or mitigating the effects of such events. Third-party risks may include, among other factors, the vendor’s lax security measures, data location uncertainty, and the possibility of data storage in inappropriate jurisdictions where laws or security measures may be inadequate.
We undertake substantial efforts and expend significant resources to protect our systems and sensitive or confidential information. Our information security efforts are designed to evolve with the changing security threat environment through ongoing assessment and measurement. This includes internal processes and technological defenses that are preventative or detective, and other controls designed to provide multiple layers of security protection. In addition, we seek to protect the security and confidentiality of information provided to our vendors under cloud computing or other arrangements through appropriate risk evaluation, security and financial due diligence, contracts designed to require high security and confidentiality standards, and review of third-party compliance with the required standards.
Our systems are being threatened on a regular basis and our efforts may be insufficient to prevent or defend against an attack. We, and certain of our third-party vendors, have experienced attacks and incidents in the past, and there can be no assurance that we, or any vendor, will be successful in preventing future attacks or incidents or detecting and stopping them once they have begun. Cybersecurity risks rapidly evolve and are complex, so we must continually adapt and enhance our processes and technological defenses. As we do this, we must make judgments about where to invest resources to most effectively protect ourselves from cybersecurity risks. These are inherently challenging judgements and we can provide no assurance that processes and technological defenses that we implement will be effective.
Our business could be significantly damaged by a security breach, data loss or corruption, or cyber-attack. In addition to the potentially high costs of investigating and stopping such an event and implementing necessary fixes, we could incur substantial liability if confidential customer or employee information is stolen. In addition, such an event could cause a significant disruption of our ability to conduct our insurance operations, adversely affect our competitive position if material trade secrets or other confidential information are stolen, and have severe ramifications on our reputation and brand, potentially causing customers to refrain from buying insurance from us or other businesses to refrain from doing business with us. Therefore, the occurrence of a security breach, data loss or corruption, or cyber-attack, if sufficiently severe, could have a material adverse effect on our business results, prospects, and liquidity.
We must maintain a brand and reputation that is recognized and trusted by consumers.
We have made significant investments in our brand over many years and we believe it is critical to our business that consumers recognize and trust the Progressive brand. We undertake distinctive advertising and marketing campaigns and other efforts to maintain and improve brand recognition, enhance perceptions of us, generate new business, and increase the retention of our current customers. We believe that maintaining and improving the effectiveness of our advertising and marketing campaigns relative to those of our competitors is particularly important given the significance of brand and reputation in the marketplace and the continuing high level of advertising and marketing efforts and related expenditures within the insurance market. If our marketing campaigns are unsuccessful or are less effective than those of competitors, or if our reliance on a particular spokesperson or character is compromised, our business could be materially adversely affected.
Our brand and reputation also could be adversely affected by situations that reflect negatively on us, whether due to our business practices, adverse financial developments, perceptions of our corporate governance or how we address employee matters and concerns or environmental or social responsibility initiatives, investments in our portfolio, the conduct of our officers, directors, or employees, or other causes. It may also be harmed by the actions of third parties that are generally outside of our control, including agents, significant customers, or other businesses with which we do business or in which we invest, such as third-party providers that interface with our customers, unaffiliated insurers and other companies whose products we offer or make available to our customers, or other causes.
The negative impacts of these or other events may be aggravated as consumers, regulators, and other stakeholders increase or change their expectations, or adopt conflicting expectations, regarding the conduct of large public companies, environmental, social, and governance (ESG) standards, and sustainability and corporate responsibility efforts. These expectations and standards are continually evolving and not always clear. Our practices may not change in the manner or at the rate that our various stakeholders expect. These impacts may be further complicated such that perceptions are formed through rapid and broad interactions using social media and other communication tools over which we have no control. Additionally, we may fail to meet our related commitments, targets, or aspirations in these areas, and also could determine that it is in the best interest of the company and our shareholders to prioritize other business priorities ahead of our efforts in these areas. Any such negative impact or event could decrease demand for our products or services, create difficulties in our ability to recruit and retain employees, negatively impact our stock price, and lead to greater regulatory scrutiny of our businesses.
Our success depends on our ability to innovate effectively and respond to our competitors’ initiatives.
Our ability to develop and implement innovative products and services, which may include technological advances, that are accepted and valued by our customers and independent agents is critical to maintaining and enhancing our competitive position. Innovations must be implemented in compliance with applicable insurance regulations and may require extensive modifications to our systems and processes and extensive coordination with and reliance on the systems of third parties. Technological and societal changes may lead to changes in customers’ preferences as to how they want to interact with us. As a result, if we do not handle these transitions effectively and bring such innovations to market with the requisite speed and agility, the quality of our products and services, our relationships with our customers and agents, and our business prospects, may be materially adversely affected. In addition, innovations by competitors or other market participants may increase the level of competition in the industry. If we fail to respond appropriately in a timely manner to those innovations and also to the evolving customer preferences, our competitive position and results may be materially adversely affected.
We must effectively manage complexity as we develop and deliver high-quality products and customer experiences.
Ongoing competitive, technological, regulatory, informational, and other developments result in significant levels of complexity in our products and in the systems and processes we use to run our businesses, and the speed of some of these developments have increased, and may continue to increase. Risks associated with these developments include:
•our increasing reliance on third-party systems including “cloud computing” environments and software as a service applications
•the development of new modes of communication
•changing insurance shopping trends
•our understanding of the operations and needs of significant customers
•the availability and uses of very large volumes of data and the challenges relating to analyzing those data sets, including the availability of sufficient internal and external talent that understand and can manage the complexity and related risks
Complexity may, among other potential difficulties, create barriers to innovation or the provision of high-quality products and customer and agent experiences with the speed and agility that may be required; require us to modify our business practices, adopt new systems or technology, or replace outdated systems or technology, or upgrade systems or technology to enhance the scale, performance or functionality, each at significant expense; and lead to increased difficulty in executing our business strategies.
Our ability to attract, develop, and retain talent, including employees, managers, and executives, and to maintain appropriate staffing levels, is critical to our success.
Our success depends on our ability to attract, develop, compensate, motivate, and retain talented employees, including executives, other key managers, and employees with strong technological, analytical, and other skills and know-how necessary for us to run our insurance businesses, investment operations, and corporate functions, assess potential expansion into new products and business areas, and adapt to technological trends in our industry. Our loss of certain officers and key employees, or the failure to attract or retain talented executives, managers, and employees with diverse backgrounds, skills, knowledge, and experiences, could have a material adverse effect on our business. These risks may be heightened when United States labor markets, or key segments of those markets, are especially competitive.
Our workplace policies or perceptions of those policies by current and potential employees, including policies with respect to remote and hybrid work or protocols for in-person work, could impact our ability to attract and retain talent with needed skills, knowledge, and experiences.
In addition, we must forecast sales and claims volume and other factors in changing business environments (for multiple products and business units and in many geographic markets) with reasonable accuracy, and we must adapt to increases in business due to additions of or expansions with significant customers, such as transportation network companies. In any such case, we must adjust our hiring and training programs and staffing levels appropriately. Our failure to recognize the need for such adjustments, or our failure or inability to react on a timely basis, could lead either to over-staffing or under-staffing in one or more business units or locations. In either such event, our financial results, customer relationships, employee morale, and brand could be materially adversely affected.
We use third-party labor to meet a portion of our staffing needs. Any significant loss in access to qualified external talent on a cost-effective basis could have an adverse effect on our business. Competitive labor markets can cause increased costs for third-party labor and those increases may be material.
Our success also depends, in large part, on our ability to maintain and improve the staffing effectiveness and culture that we have developed over the years. Our ability to do so may be impaired as a result of litigation against us, other judicial decisions, legislation or regulations, or other factors in the employment marketplace, as well as our failure to recognize and respond to changing trends and other circumstances that affect our employees or our culture, including any impact arising from an increase in remote and hybrid workers relative to historic levels. In such events, the productivity of our workers and the efficiency of our operations could be adversely affected, which could lead to an erosion of our operating performance and margins.
Misconduct or fraudulent acts by employees, agents, and third parties may expose us to financial loss, disruption of business, and/or regulatory assessments.
Our company and the insurance industry are inherently susceptible to past and future misconduct or fraudulent activities by employees, agents, vendors, customers, and other third parties. These activities could include:
•Fraud against our company, employees, and customers
•Unauthorized acts or representations, unauthorized use or disclosure of personal or proprietary information, deception, and misappropriation of funds, or other benefits
We have policies and procedures in place to promote ethical conduct and compliance with law by our employees, but these policies and procedures may not be fully effective. As a result, we could be exposed to financial loss, disruption of business, and regulatory assessments. These impacts have the potential to have a material adverse effect on our business.
We compete in property-casualtyproperty and casualty insurance markets that are highly competitive.
We writeThe markets in which we sell insurance for personal autos and recreational vehicles, homeowners and renters, and commercial autos and trucks for small businesses. All of these markets are highly competitive. We face vigorous competition from large, well-capitalized national and international companies, as well as smaller regional insurers. Other companies, potentially including existing insurance companies, vehicle manufacturing companies, so-called “insurtech” companies, and other well-financed companies seeking new opportunities, or new competitors with technological or other innovations, also may enterhave entered these markets and may continue to do so in the future. Many of our competitors have substantial resources, experienced management, and strong marketing, underwriting, pricing, and pricingtechnological capabilities. The property and casualty insurance industry is a relatively mature industry, in which brand recognition, marketing skills, innovation, operational effectiveness, pricing, scale, and cost control are major competitive factors. If our competitors offer similar insurance products at lower prices, offer such insurance products bundled with other products or services that we do not offer, are permitted to offer their products under different legal and regulatory constraints than those that apply to us, or engage in other successful competitive initiatives, our ability to generate new business, or to retain a sufficient number of our existing customers, could be compromised. In addition, because auto insurance constitutes a significant portion of our overall business, we may be more sensitive than other insurers to, and more adversely affected by, trends that could decrease auto insurance rates or reduce demand for auto insurance over time, such as advances in vehicle technology, autonomous or semi-autonomous vehicles, or vehicle-sharing arrangements. We may also be adversely affected in our Commercial Lines business, which represents a significant portion of our growth potential, by trends or events that decrease the demand for services offered by, or decrease the profitability of, the commercial auto market, including trucking businesses and vehicle sharing arrangements.ride-sharing services.
We expect similar, and perhaps greater, competitive pressures with respect to any new insurance or non-insurance businesses that we decide to enter in the future. In such cases, we would be selling products or services that are new to us, while our competitors could include large, well-financed companies with significant product and marketing experience in such businesses.
Historically, the auto and property insurance markets have been described as cyclical, with periods of relatively strong profitability being followed by increased pricing competition among insurers. This price competition, which is sometimes referred to as a “soft market,” can adversely affect revenue and profitability levels. As insurers recognize this situation (which can occur at different times, for different products and for different companies), the historical reaction has been for insurers to raise their rates (sometimes referred to as a “hard market”) in an attempt to restore profitability to acceptable levels. As more insurers react in this way, profit levels in the industry may increase to a point where some insurers begin to lower their rates, starting the cycle over again. InThe ability to discern at any point in time whether we are in a “hard” or “soft” market is often difficult, as such a conclusion represents an assessment of innumerable data points including, among others, the past, this cycle has generally played out overoperating results of, and the dynamic competitive actions taken by, us and many competitors in multiple markets involving a numbervariety of years. We cannot be certain whetherproducts. Often, detailed information on our competitors becomes available on a delayed basis, and the nature of the market becomes apparent only in retrospect. Our ability to what extent such cyclicalitypredict future competitive conditions is currently impacting the auto or property insurance markets, nor can we predict whether it will do so in the future.also constrained as a result.
The highly competitive nature of the insurance marketplace could result in consolidation within the industry, or in the failure of one or more competitors. The concentration of premium volumeinsurance business in a reduced number of major competitors could significantly increase the level of competition in a manner that is not favorable to us. In addition, in the event of a failure of a major insurer or a state-sponsored catastrophe fund, our company and other insurance companies may be required by law to absorb the losses of the failed insurer or fund, resulting in a potentially significant increase in our costs. We might also be faced with an unexpected surge in new business from a failed insurer’s former policyholders. Such events could materially adversely affect our financial results, brand, and future business prospects.
Our success depends on our ability to adjust claims accurately.
We must accurately evaluate and pay claims that are made under our insurance policies. Our failure to pay claims fairly, accurately, and in a timely manner, or to deploy claims resources appropriately and in a cost-effective manner, could result in unanticipated costs to us, lead to material litigation, undermine customer goodwill and our reputation in the marketplace, and impair our brand and, as a result, materially adversely affect our competitiveness, customer retention, financial results, prospects, and liquidity.
We are subject to a variety of complex laws and regulations.
Our insurance businesses operate in highly regulated environments. Our insurance subsidiaries are subject to regulation and supervision by state insurance departments in all 50 states, the District of Columbia, Puerto Rico, Bermuda, and Canada and its provinces. Each jurisdiction has a unique and complex set of laws and regulations. In addition, certain United States federal laws impose additional requirements on businesses, including insurers, in a wide range of areas, such as the use of credit information, methods of customer communications, employment practices, and the reimbursement of certain medical costs incurred by the government. Our insurance subsidiaries’ ability to implement business plans and remain competitive while complying with these laws and regulations, and to obtain necessary regulatory action in a timely manner, is and will continue to be critical to our success.
Most jurisdictions impose restrictions on, or require prior regulatory approval of, various actions by regulated insurers, which may adversely affect our insurance subsidiaries’ ability to operate, innovate, effectively and obtain necessary rate adjustments in a timely manner. Compliance with laws and regulations often results in increased costs, which can be substantial to our insurance subsidiaries. These costs, in turn, may adversely affect our profitability or our ability or desire to grow or operate our business in the applicable jurisdictions. Our compliance efforts are further complicated by changes in the laws or regulations that apply to us and in the regulatory and judicial interpretations of those laws, including more expansive regulatory authority. The pace of change, together with shorter time frames between enactment or promulgation and effectiveness of the changes, increases this risk. In addition, some regulators have requested detailed information regarding, or have expressed an expectation that insurers will provide additional credits for premiums paid during the COVID-19 pandemic.
Insurance laws and regulations may, among other things, limit an insurer’s ability to underwrite and price risks accurately, prevent the insurer from obtaining timely rate changes to respond to increased or decreased costs, delay or restrict the ability to discontinue or exit unprofitable businesses or jurisdictions, impose marketing restrictions or requirements related to the use of artificial intelligence and third-party data, prevent insurers from terminating policies under certain circumstances, dictate or limit the types of investments that an insurance company may hold, and impose specific requirements relating to information technology systems and related cybersecurity risks. As a result, we have been, and may in the future be, limited in our competitors’ initiatives.ability to respond to evolving business conditions.
Moreover, inconsistencies in requirements among the various states, or between state and federal requirements, may further complicate our compliance efforts, potentially resulting in additional costs for us.
In addition, laws in certain jurisdictions mandate that insurance companies pay assessments in a number of circumstances, including potentially material assessments to pay claims upon the insolvency of other insurance companies or to cover losses in government-provided insurance programs for high-risk auto and homeowners’ coverages. These assessments could have a material adverse impact on our profitability.
Data privacy and security regulations impose complex compliance and reporting requirements and challenges. Various jurisdictions have enacted or are considering privacy and security legislation or regulations. Each jurisdiction’s unique requirements, and the variations across the jurisdictions, present further ongoing compliance challenges. Compliance with these laws and regulations will result in increased costs, which may be substantial and may adversely affect our profitability or our ability or desire to grow or operate our business in certain jurisdictions.
The actual or alleged failure to comply with this complex variety of laws and regulations by us or other companies in the insurance, financial services, or related industries, also could result in actions or investigations by regulators, state attorneys general, federal officials, or other law enforcement officials. Such actions and investigations, and any determination that we have not complied with an applicable law or regulation, could potentially lead to significant monetary payments, fines and penalties, adverse publicity and damage to our reputation in the marketplace or our brand, and in certain cases, revocation of a subsidiary’s authority to do business in one or more jurisdictions. In addition, The Progressive Corporation and its subsidiaries could face individual and class action lawsuits by insureds and other parties for alleged violations of certain of these laws or regulations.
New legislation or regulations may be adopted in the future that could materially adversely affect our operations or ability to write business profitably in one or more jurisdictions.
Lawsuits challenging our business practices, and those of our competitors and other companies, are pending and more may be filed in the future.
The Progressive Corporation and/or its subsidiaries are named as defendants in class actions, collective actions, representative actions, and other lawsuits challenging various aspects of the subsidiaries’ business operations. Certain pending lawsuits are described in Note 12 – Litigation in the Annual Report. Additional litigation may be filed against us in the future challenging similar or other of our business practices or operations. In addition, lawsuits have been filed against our competitors and other businesses or entities, and other such lawsuits may be filed in the future, and even though we are not a party to such litigation, the results of those lawsuits nevertheless may create additional risks for, and/or impose additional costs and/or limitations on, our subsidiaries’ business practices or operations.
Lawsuits against us often seek significant monetary damages and injunctive relief. The potential for injunctive relief can threaten our use of important business practices. In addition, the resolution of individual or class actions, collective actions, and representative action litigation in insurance, in related fields, or in matters broadly applicable to business operations, may lead to the development of judicial regulation, resulting in material increases in our costs of doing business.
Litigation is inherently unpredictable. Adverse court decisions, or significant settlements of pending or future cases, could have a material adverse effect on our financial condition, cash flows, and results of operations. For further information on the risks of pending litigation, see Note 12 – Litigation in the Annual Report.
Our abilitylong-term business strategy and efforts to acquire or develop new products or enter new areas of business may not be successful and implement innovativemay create enhanced risks.
We are making business decisions and undertaking certain investments and strategies in connection with our long-standing strategy of growing as fast as we can as long as we can provide high-quality customer service at or below a companywide 96 combined ratio on a calendar-year basis.Our focus on achieving our target underwriting profitability takes precedence over growth. Additionally,we have acquired and are developing, and may develop or acquire in the future, new insurance products, including those that insure risks that we have not previously insured, contain new coverages, or change coverage terms, as well as new non-insurance products and services. These new products and services that are accepted and valued bymay not be as profitable as our customers and independent agents is critical to maintaining and enhancing our competitive position. Innovations must be implemented in compliance with applicable insurance regulationsexisting products and may require extensive modifications to our systems and processes and extensive coordination with and reliance on the systems of third parties. As a result, ifnot perform as well as we do not handle these transitions effectively and bring such innovations to market with the requisite speed, the quality of our products, our relationships with our customers and agents, and our business prospects, may be materially adversely affected.expect. In addition, innovations by competitors or other market participantsnew insurance products may increase the level of competition in the industry. If we fail to respond appropriately to those innovations on a timely basis, our competitive positionentail new risks for us, including, without limitation, higher coverage limits and results may be materially adversely affected.
We must effectively manage complexity as we developunfamiliar pricing, claims resolution, and deliver high qualityloss reserving practices. Other new products and customer experiences.
Ongoing competitive, technological, regulatory, informational,services may likewise change our risk exposures. The business systems, data, and other developments result in significant levels of complexity in our products and in the systems and processesmodels we use to run our business.manage those exposures may be less accurate or less effective than those we use with existing products.
We are evaluating other business models, both insurance and non-insurance related, and we have made, and are considering making additional, investments, in different business areas. These risks include our increasing reliance on third-party systems,activities may take the form of internal development, ofequity investments, strategic mergers or acquisitions, joint ventures, or strategic partnerships. These new modes of communication, changing insurance shopping trends, and the availability of very large volumes of data (i.e., Big Data) and the challenges relating to analyzing those data sets. Complexity may create barriers to innovation or the provision of high-quality products and customer and agent experiences,ventures may require us to modifymake significant expenditures, which may negatively impact our business practices,results in the near term, and if not successful, could materially and adversely affect our results of operations. While at the onset of the venture we would expect these projects to adopt new systems, or to upgrade or replace outdated systems, each at significant expense, and may lead to increased difficulty in executingprovide long-term value, there can be no assurance that our business strategies.
expectations will be realized.
Intellectual property rights could affect our competitiveness and our business operations.
There has been a proliferation of patents, both inside and outside the insurance industry, that significantly impacts our businesses. The existence of such patents, and other claimed intellectual property rights, may resultfrom time to time has resulted in legal challenges to certain of our business practices by other insurance companies and non-insurance entities alleging that we are violating their rights. Such legal challenges could result in costly legal proceedings, substantial monetary damages, or expensive changes in our business processes and practices. Similarly, we may seek or obtain patent protection for innovations developed by us. However, we may not be able to obtain patents on these processes and practices, and defending our patents and other intellectual property rights against challenges, and enforcing and defending our rights, including, if necessary, through litigation, can be time consuming and expensive, and the results are inherently uncertain, which can further complicate business plans.
Our success depends on our ability to adjust claims accurately.
We must accurately evaluatedevelopment and pay claims that are made under our insurance policies. Our failure to pay claims fairly, accurately,use of new technology, such as generative artificial intelligence, may present additional risks, may not be successful, and in a timely manner, or to deploy claims resources appropriately and in a cost-effective manner, could result in unanticipated costs to us, lead to material litigation, undermine customer goodwill and our reputation in the marketplace, and impair our brand and, as a result, materially adversely affect our competitiveness, customer retention, financial results, prospects, and liquidity.
We must develop and maintain a brand that is recognized and trusted by consumers.
It is critical to our business that consumers recognize and trust the Progressive brand. We undertake distinctive advertising and marketing campaigns and other efforts to improve brand recognition, enhance perceptions of us, generate new business, and increase the retention of our current customers. We believe that improving the effectiveness of our advertising and marketing campaigns relative to those of our competitors is particularly important given the significance of brand and reputation in the marketplace and the continuing high level of advertising and marketing efforts and related expenditures within the insurance market. If our marketing campaigns are unsuccessful or are less effective than those of competitors, or if our reliance on a particular spokesperson or character is compromised, our business could be materially adversely affected.
Our brand also could be adversely affected by incidents that reflect negatively on us, whether due to our business practices, the conduct of our officers or employees, the actions of businesses with which we do business, including unaffiliated insurers whose products we offer or make available to our customers, or other causes. The negative impacts of these or other events may be aggravated as the perceptions of consumers and others are formed based on modern communication and social media tools over which we have no control.
Our ability to attract, develop, and retain talented employees, managers, and executives, and to maintain appropriate staffing levels, is critical to our success.
Our success depends on our ability to attract, develop, compensate, motivate, and retain talented employees, including executives, other key managers, and employees with strong technological, analytical, and other skills and know-how necessary for us to run our vehicle and property insurance businesses. Our loss of certain officers and key employees, or the failure to attract or develop talented employees, executives and managers with diverse backgrounds and experiences, could have a material adverse effect on our business.business.
In addition, we must forecast salesWe have developed, and claims volumeused for many years, new technologies, including machine learning, predictive models, algorithms, automated processes, and other factors in changing business environments (for multiple productsforms of traditional artificial intelligence (AI), and business units and in many geographic markets) with reasonable accuracy and adjust our hiring and training programs and employment levels accordingly. Our failure to recognize the need for such adjustments, or our failure or inability to react appropriately on a timely basis, could lead either to over-staffing or under-staffing in one or more business units or locations. In either such event, our financial results, customer relationships, employee morale, and brand could be materially adversely affected.
Our success also depends, in large part, on our ability to maintain and improve the staffing effectiveness and culture that we have developed over the years. Our ability to do so may be impaired as a result of litigation against us, other judicial decisions, legislation or regulations, or other factorswill in the employment marketplace, as well as our failure to recognizefuture develop and respond to changing trendsuse AI and other circumstances that affectnew technologies in our employees. In such events,business. As with many technological innovations, the productivity of our workersgrowing development and the efficiency of our operations could be adversely affected, which could lead to an erosion of our operating performance and margins.
We are subject to a variety of complex laws and regulations.
Our insurance businesses operate in highly regulated environments. Our insurance subsidiaries are subject to regulation and supervision by state insurance departments in all 50 states and the District of Columbia, each of which has a unique and complex set of laws and regulations. In addition, certain federal laws impose additional requirements on businesses, including insurers, in a wide range of areas, such as the use of credit information, privacy, and the reimbursement of certain medical costs incurred by the government. Our insurance subsidiaries’ ability to implement business plans and remain competitive while complying with these laws and regulations, and to obtain necessary regulatory action in a timely manner, is and will continue to be critical to our success.
Most jurisdictions impose restrictions on, or require prior regulatory approval of, various actions by regulated insurers, whichgenerative AI (GenAI) presents additional risks that may adversely affect our insurance subsidiaries’ ability to operate, innovate, and obtain necessary rate adjustments in a timely manner. Our compliance effortsbusiness. GenAI might produce or reveal datasets that are further complicated by changes in lawsflawed or regulations applicable to insurance companies,insufficient or by judicial interpretations of those laws or regulations. Insurance laws and regulations may limit, among other things, an insurer’s ability to underwrite and price risks accurately, prevent the insurer from obtaining timely rate changes to respond to increased or decreased costs, restrict the ability to discontinue unprofitable businesses or exit unprofitable markets, prevent insurers from terminating policies under certain circumstances, dictate or limit the types of investments that an insurance company may hold, and impose specific requirements relating tocontain biased information, technology systems and related cybersecurity risks. Moreover, inconsistencies between requirements at the state and federal level may further complicate our compliance efforts, potentially resulting in additional costs for us. In addition, laws in certain jurisdictions mandate that insurance companies pay assessments in a number of circumstances, including assessments to pay claims upon the insolvency of other insurance companies or to cover losses in government-provided insurance programs for high risk auto and homeowners coverages. Compliance with laws and regulations often results in increased costs, which can be substantial, to our insurance subsidiaries. These costs, in turn, may adversely affect our profitability or our ability or desire to grow or operate our business in the applicable jurisdictions.
The actual or alleged failure to comply with this complex variety of laws and regulations by us or other companies in the insurance, financial services, or related industries, also could result in actionsunintentionally and unfairly discriminatory outcomes in our business processes. These deficiencies could also undermine the associated predictions, analysis, or investigations by regulators, state attorneys general, federal officials,decisions GenAI applications produce or other law enforcement officials. Such actionsthe business decisions we make based on this information. We could face challenges on whether we use GenAI in our business processes in a responsible, compliant, and investigations,effective manner. Since GenAI is subject to public debate, and any determination thatdepending on how observers view our development and use of GenAI, we have not complied withcould be subject to criticism or experience an applicable lawadverse impact on our brand or regulation,reputation, which could potentiallydecrease demand for our products or services, create difficulties in our ability to recruit and retain employees, negatively impact our stock price, and lead to significant monetary payments, fines and penalties, adverse publicity and damage togreater regulatory scrutiny of our reputation in the marketplace, and in certain cases, revocation of a subsidiary’s authority to do business inbusinesses. Additionally, one or more jurisdictions. In addition, The Progressive Corporation and its subsidiaries could face individual and class action lawsuits by insuredsof our key vendors may begin to use GenAI in their business in a manner that does not meet existing or rapidly evolving regulatory standards. Furthermore, our competitors or other third parties may be able to incorporate GenAI into their products more quickly, or more successfully, than us.
Intellectual property ownership rights, including those associated with related copyrights, GenAI, and other parties for alleged violations of certain of these lawsAI outputs, have not been fully interpreted by courts or regulations.
New federal or state legislation or Additionally, it is likely that we will be subject to new AI-focused regulations may be adopted in the future that could materially adversely affectimpose varied compliance and reporting requirements and challenges that could impact our operations or ability to write business profitably in one or more jurisdictions.
For further informationexample, the National Association of Insurance Commissioners (NAIC) has adopted guiding principles on these risks and uncertainties, see the “Insurance Regulation” discussion of this report.
Lawsuits challenging our business practices, and those of our competitors and other companies, are pending and more may be filed in the future.
The Progressive Corporation and/or its subsidiaries are namedAI, as defendants in class action and other lawsuits challenging various aspects of the subsidiaries’ business operations. These lawsuits have included cases alleging damageswell as a resultmodel bulletin, to inform and articulate general expectations for businesses, professionals, and stakeholders across the insurance industry as they implement AI tools to facilitate operations. Alaska recently adopted the NAIC model bulletin and, while the model bulletin is only effective as adopted by each specific state, we expect these guidelines to be adopted by at least some additional states. In addition, regulators have recently requested information from insurers on their use of our subsidiaries’ methods usedalgorithms and AI. Colorado issued a first-in-the-nation AI governance regulation for evaluating and paying certain bodily injury, personal injury protection, and medical payment claims or for reimbursing medical costs incurred by Medicare/Medicaid beneficiaries; other claims handling procedures, including challenges relating to our network of repair facilities, our methods used for estimating physical damage to vehicles for repair purposes and for evaluating the actual cash value of total loss vehicles, our subrogation practices, and our handling of diminution of value claims; assessment of feeslife (and soon auto) insurers related to insufficient funds or reversed payments; interpretations ofits SB 169 law, addressing the provisions of our insurance policies; policy sales, implementation and renewal practices and procedures; and employment-related litigation, including claims relating to pay practices and fair employment practices, among other matters. Additional litigation may be filed against us in the future challenging similar or other of our business practices. In addition, lawsuits have been filed, and other lawsuits may be filed in the future, against our competitors and other businesses, and although we are not a party to such litigation, the results of those cases may create additional risks for, and/or impose additional costs and/or limitations on, our subsidiaries’ business operations.
Lawsuits against us often seek significant monetary damages and injunctive relief. The potential for injunctive relief can threaten our use of important business practices. Moreover,AI models and external consumer data in AI models. The regulation also describes compliance documentation to be submitted to the resolutionColorado Division of individual or class action litigation in insurance or related fields may lead to a new layer of judicial regulation, resulting in material increases in our costs of doing business.
Litigation is inherently unpredictable. Adverse court decisions or significant settlements of pending or future cases could have a material adverse effect on our financial condition, cash flows, and results of operations. For further information on the risks of pending litigation, see Note 12 – Litigation in the Annual Report.
Our business could be materially adversely affected by a security breach or other attack involving our computer systems or the systems of one or more of our vendors.
Our business requires that we develop and maintain large and complex computer systems to run our operations and to store the significant volume of data that we acquire, including the personal confidential information of our customers and employees and our intellectual property, trade secrets, and other sensitive business and financial information. All of these systems are subject to “cyber attacks” by sophisticated third parties with substantial computing resources and capabilities, and to unauthorized or illegitimate actions by employees, consultants, agents and other persons with legitimate access to our systems. Such attacks or actions may include attempts to:
steal, corrupt, or destroy data, including our intellectual property, financial data, or the personal information of our customers or employees
misappropriate funds
disrupt or shut down our systems
deny customers, agents, brokers, or others access to our systems, or
infect our systems with viruses or malware.
Some of our systems rely on third-party vendors, through either a connection to, or an integration with, those third-parties’ systems. This approach may increase the risk of loss, corruption, or unauthorized publication of our information or the confidential information of our customers and employees or other cyber attack. Third-party risks may include, among other factors, the vendor’s lax security measures, data location uncertainty, and the possibility of data storage in inappropriate jurisdictions, where laws or security measures may be inadequate.
We undertake substantial efforts to protect our systems and sensitive or confidential information. These efforts include internal processes and technological defenses that are preventative or detective, and other controls designed to provide multiple layers of security protection. In addition, we seek to protect the security and confidentiality of information provided to our vendors under “cloud computing” or other arrangements through appropriate risk evaluation, security and financial due diligence, contracts designed to require high security and confidentiality standards, and review of third-party compliance with the required standards. While we expend significant resources on these defensive measures, our systems are being threatenedInsurance on a regular basis, and there canbasis. We cannot predict what other regulatory actions may be no assurance that we will be successful in preventing attackstaken with regard to AI but any limitations, or detecting and stopping them once theyany failure or perceived failure by us to comply with any such requirements, could have begun.
Our business could be significantly damaged by a security breach, data loss or corruption, or cyber attack. In addition to the potentially high costs of investigating and stopping such an event and implementing necessary fixes, we could incur substantial liability if confidential customer or employee information is stolen. In addition, such an event could cause a significant disruption of our ability to conduct our insurance operations, adversely affect our competitive position if material trade secrets or other confidential information are stolen, and have severe ramificationsadverse impact on our reputationbusiness.
Any of these impacts could result in significant operational difficulties, reputational harm, litigation, and brand,adverse actions by regulators, potentially causing customers to refrain from buying insurance from us or other businesses to refrain from doing business with us. We have elected to self-insure these risks at this time. Therefore, the occurrence of a security breach, data loss or corruption, or cyber attack, if sufficiently severe,us, which could have a material adverse effect on our business, results, prospects, and liquidity.
If we were not able to send or accept electronic payments, our business and financial results could be adversely affected.
We rely on access to various financial networks to process payments received from our customers. These include credit card and debit card networks and the Automated Clearing House (ACH) network. Our ability to participate in these networks is dependent on our compliance with applicable laws and regulations and with the complex rules of each network and any related industry supervisory groups. If we fail to comply with legal requirements or rules and best practices established by a network or industry group, including those related to data security, we could be assessed significant monetary fines and other penalties, including, in certain cases, the termination of our right to use the applicable network or system. Such fines and penalties, and any disruption in or termination of our ability to process customer payments electronically, could materially adversely affect our business and our brand.
Our business depends on the secure and uninterrupted operation of our facilities, systems, and business functions and the operation of various third-party systems.
Our business is highly dependent upon our ability to perform, in an efficient and uninterrupted manner, necessary business functions. The shut-down or unavailability of one or more of our systems or facilities for any reason could significantly impair our ability to perform critical business functions on a timely basis. In addition, many of our critical business systems interface with and depend on third-party systems; an interruption of service from a third-party system for any reason could significantly impair our ability to perform critical business functions. If sustained or repeated, and if an alternate system, process, or vendor is not immediately available to us, such events could result in a deterioration of our ability to write and process policies, provide customer service, resolve claims in a timely manner, make payments when required, or perform other necessary business functions. Any such event could have a material adverse effect on our financial results and business prospects, as well as cause damage to our brand and customer goodwill.
We may be required to recognize impairments in the value of the goodwill or intangible assets recorded in our financial statements.
As a result of business acquisitions, we have recorded goodwill (generally representing the amount paid in excess of the fair value of the assets acquired) and certain intangible assets (at fair value at the time of acquisition). We review goodwill and intangible assets for impairment at least annually. Valuing these assets, and evaluating their recoverability, requires us to make estimates and assumptions related to future returns on equity, margins, growth rates, discount rates, and other matters, and our estimates may change over time, potentially resulting in write-downs of the assets. Goodwill and intangible assets impairment charges could result from declines in operating results, divestitures or sustained market declines, among other factors, and could materially affect our financial condition, and results of operations in the period in which they are recognized.operations.
III. IV. Market Risks
The performance of our fixed-income and equity investment portfolios is subject to a variety of investment risks.
Our investment portfolio consists principally of fixed-income securities and common equities. General economic conditions and other factors beyond our control, can adversely affect the value of our investments, and the amount and realization of investment income, or result in realized or unrealized investment losses.
Our fixed-income portfolio is actively managed by our investment group and includes short-term investments, fixed-maturity securities, and preferred stocks. The performance of the fixed-income portfolio is subject to a number of risks, including:
•Interest rate risk - – the risk of adverse changes in the value of fixed-income securities as a result of increases in market interest rates.
•Investment credit risk - – the risk that the value of certain investments may decrease due to a deterioration in the financial condition, operating performance, or business prospects of, the regulatory environment applicable to, or the liquidity available to, one or more issuers of those securities or, in the case of asset-backed securities, due to the deterioration of the loans or other assets that underlie the securities.
•Concentration risk - – the risk that the portfolio may be too heavily concentrated in the securities of one or more issuers, sectors, or industries, which could result in a significant decrease in the value of the portfolio in the event of a deterioration of the financial condition or performance of, the regulatory environment applicable to, or outlook for, those issuers, sectors, or industries.
•Prepayment or extension risk - – applicable to certain securities in the portfolio, such as residential mortgage-backed securities and other bonds with call provisions, prepayment risk is the risk that, as interest rates change, the principal of such securities may be repaid earlier than anticipated, requiring that we reinvest the proceeds at less attractive rates.
Extension risk is the risk that a security may not be redeemed when anticipated, adversely affecting the value of the security and preventing the reinvestment of the principal at higher market rates.
•Liquidity risk - – discussed separately below.
In addition, the success of our investment strategies and asset allocations in the fixed-income portfolio may vary depending on the market environment. The fixed-income portfolio’s performance also may be adversely impacted if, among other factors: credit ratings assigned to such securities by nationally recognized statistical rating organizations are based on incomplete or inaccurate information or otherwise prove unwarranted; or our risk mitigation strategies are ineffective for the applicable market conditions.
TheOur common equity portfolio is primarily managed externally to track the Russell 1000 Index, with a small portion actively managed by an external investment advisor.although from time to time we may choose to add exchange-traded funds or similar securities designed to track the Russell 1000 or the Standard & Poor’s 500 (S&P 500) Index. Our equity investments are subject to general movements in the values of equity markets and to the changes in the prices of the securities we hold. An investment portfolio or exchange-traded fund that is designed to track an index, such as the Russell 1000 or that follows a specific investment discipline, such as value investing,S&P 500, is not necessarily less risky than other equity investment strategies. Our equity investment strategies may not successfully replicate the performance of the Indexes that they seek to track. Equity markets, sectors, industries, and individual securities may be subject to high volatility and to long periods of depressed or declining valuations, and they are also subject to most of the same risks that affect our fixed-income portfolio, as discussed above. In addition, even though the Russell 1000 Index isand S&P 500 Indexes are generally considered to be broadly diversified, significant portions of theeach index may be concentrated in one or more sectors, reducing our ability to manage our concentration risk through sector diversification. The actively managed equity portfolio is also subject to risks arising from the investment decisions of the investment advisor.
If the fixed-income or equity portfolios, or both, were to suffer a substantial decrease in value, our financial position, and financial results of operations could be materially adversely affected. Under these circumstances, our income from these investments could be materially reduced, and declines in the value of our securities could further reduce our reported earnings and capital levels. A decrease in value of an insurance subsidiary’s investment portfolio could also put the subsidiary at risk of failing to satisfy regulatory minimum capital requirements and could limit the subsidiary’s ability to write new business. In any such event, our business could be materially adversely affected and our financial flexibility could be substantially constrained.
See Management’s Discussion and Analysis of Financial Condition and Results of Operations – IV. Results of Operations– Investments in the Annual Report for additional discussion of the composition of our investment portfolio as of December 31, 2017,2023, and of the market risks associated with our investment portfolio.
IV. New regulations and societal pressures relating to ESG and other public policy matters could negatively impact our returns or cause us to change our investing strategies in ways that could negatively impact our results.
The value of securities held in our portfolio could be materially adversely impacted as issuers or the businesses or assets underlying such securities are faced with new, potentially conflicting, laws or regulations or initiatives by regulators, investors, activists, or others, including those addressing ESG, sustainability, or other public policy concerns. For example, the universe of securities that we are permitted to hold could be significantly narrowed by insurance regulators if we are prohibited from investing in certain industries or types of companies or we could be required to make additional disclosures when we acquire any such securities. Similarly, we could also face pressures from other stakeholders that seek to influence our investment decisions. These factors could cause a decline in the value of investments held in our portfolio, or cause us to change our investment strategy, which could increase our costs or reduce our returns relative to returns from other available investment opportunities.
V. Liquidity Risk
The inability to access our cash accounts or to convert investments into cash on favorable terms when we desire to do so may materially and adversely affect our business.business, cash flows, and capital position.
We rely on our ability to access our cash accounts at banks and other financial institutions to operate our business. If we are unable to access the cash in those accounts as needed, whether due to our own systems difficulties, an institution-specific issue at the bank or financial institution (such as a cybersecurity breach)breach or severe weather or other catastrophe impacting their operations), a broader disruption in banking, financial, or wire transfer systems, or otherwise, our ability to pay insurance claims and other financial obligations when due and otherwise operate our business could be materially adversely affected. Likewise, our investment portfolios are subject to risks inherent in the nation’s and world’s capital markets.markets, including the United States, continuing to honor its outstanding debt and other obligations. Any disruption in the functioning of those markets or in our ability to liquidate investments or specific categories of investments on favorable terms when desired, or a default by the United States in its obligations, could impair our ability to pay claims or other financial obligations when due.due and could result in a significant decline in the value of our investment portfolio and have a material adverse impact on our cash flows and
capital position. Any such event or series of such events could also result in significant operational difficulties, reputational harm, and adverse actions by regulators and have a material adverse effect on our financial condition, cash flows, and results of operations.
V. VI. Credit and Other Financial Risks
Our financial condition may be adversely affected if one or more parties with which we enter into significant contracts or transact business (including under certain government programsprograms) become insolvent, experience other financial difficulties, or default in the performance of contractual or reimbursement obligations.
Our business is dependent on the performance by third parties of their responsibilities under various contractual or service arrangements and government programs. These include, for example:example, agreements with other insurance carriers to sell their products to our customers in bundled packages or otherwise, arrangements for transferring certain of our risks (including indemnification and self-insured retention obligations of Commercial Lines customers, reinsurance arrangements used by us, our corporate insurance policies, and the performance of state reinsurance facilities/associations), and reimbursement obligations under various state or federal programs, such as the Michigan Catastrophic Claims Association or the National Flood Insurance Program. In addition, from time to time, we enter into significant financial transactions, such as derivative instruments, with major banks, other financial institutions, or security clearinghouses. If one or more of these parties were to default in the performance of, or otherwise become unwilling or unable to satisfy, their obligations to us under their respectivethe applicable contracts or programs or determine to abandon or terminate support for a system, product, obligation, or service that is significant to our business,regulatory framework, we could suffer significant financial losses, a reduction in our capital levels, or other problems, which in turn could materially adversely affect our financial condition, cash flows, or results of operations and cause damage to our brand and reputation.
Our insurance subsidiaries may be limited in the amount of dividends that they can pay, which in turn may limit our ability to repay indebtedness, make capital contributions to other subsidiaries or affiliates, pay dividends to shareholders, repurchase securities, or meet other obligations.
The Progressive Corporation is a holding company with no business operations of its own. Consequently, if its subsidiaries are unable to pay dividends or make other distributions, or are able to pay only limited amounts, The Progressive Corporation may be unable to make payments on its indebtedness, make capital contributions to or otherwise fund its subsidiaries or affiliates, pay dividends to its shareholders, or meet its other obligations. Each insurance subsidiary’s ability to pay dividends may be limited by one or more of the following factors:
•insurance regulatory authorities require insurance companies to maintain specified minimum levels of statutory capital and surplus
•insurance regulations restrict the amounts available for distribution based on either net income or surplus of the insurance company
•competitive pressures require our insurance subsidiaries to maintain high financial strength ratings and
•in certain jurisdictions, prior approval must be obtained from regulatory authorities for the insurance subsidiaries to pay dividends or make other distributions to affiliated entities, including the parent holding company.
In addition, under the ARX stockholders’ agreement, ARX cannot pay a dividend without the consent of Progressive and other specified ARX stockholders. Further information on insurance laws and regulations that may limit the ability of our insurance subsidiaries to pay dividends can be found in Item 5(c), “Dividends,” of this report.company
If we are unable to obtain capital when necessary to support our business, our financial condition, and our ability to grow could be materially adversely affected.
We may need to acquire additional capital, from time to time, as a result of many factors. These could includefactors, including increased regulatory requirements, losses in ourunprofitable insurance or investment operations, or significant growth in the insurance premiums that we write, among others.other factors. If we are unable to obtain capital at favorable rates when needed, whether due to our results, volatility, or disruptions, in debt and equity markets due to factors beyond our control, or other reasons, our financial condition could be materially adversely affected. In such an event, unless and until additional sources of capital are secured, we may be limited in our ability, or unable, to service our debt obligations, pay dividends, grow our business, pay our other obligations when due, or engage in other corporate transactions. Such a deterioration of our financial condition could adversely affect the perception of our company by insurance regulators, potentially resulting in regulatory actions, and the price of our common sharesequity or debt securities could fall significantly.
Our access to capital markets, ability to obtain or renew financing arrangements, obligations to post collateral under certain derivative contracts, and business operations are dependent on favorable evaluations and ratings by credit and other rating agencies.
Our credit and financial strength are evaluated and rated by various rating agencies, such as Standard & Poor’s, Moody’s Investors Service, Fitch Ratings, and A.M. Best. Downgrades in our credit ratings could adversely affect our ability to access the capital markets and/or lead to increased borrowing costs in the future (although the interest rates we pay on our current indebtedness would not be affected), as would adverse recommendations by equity analysts at the various brokerage houses and investment firms. Perceptions of our company by other businesses and consumers could also be significantly impaired. In
addition, from time to time we may enter into certain derivative transactions providing that a downgrade could trigger contractual obligations in certain derivative transactions requiring us to post substantial amounts of additional collateral or allow a third party to liquidate the derivative transaction. Various rating agencies may change their processes for credit ratings for the insurance industry, including changes to their approach to assessing capital adequacy, the creditworthiness of issuers of certain fixed-income securities, or the equity capital content of certain non-debt securities, and we are unable to predict the impact to our credit ratings or our ability to raise capital at favorable rates, of any change that they may ultimately adopt. Downgrades in the ratings of our insurance subsidiaries could likewise negatively impact our operations, potentially resulting in lower or negative premium growth. In any such event, our financial performance could be materially adversely affected.
Our annual dividend policy will likely result in a variable paymentvarying amounts being paid to our common shareholders, each year, or no payment in some years,periods, and the dividend programpolicy ultimately may be changed in the discretion of the Board of Directors.
We have previously announced our intention to pay a dividend on our common shares on a quarterly basis and to shareholdersconsider paying a variable dividend on at least an annual basis under a formula that multiplies our annual after-tax underwriting income by a percentage factor set by the Boardbasis. The frequency and amount of Directors (33-1/3% for 2017 and 2018) and then by the Gainshare factor (determined under our Gainsharing (annual cash incentive) plans for most of our employees and based on the operating performance of our insurance businesses). If our Gainshare factor for the year is zero or after-tax comprehensive income (which includes the change in unrealized investment gains and losses, among other items) is less than after-tax underwriting income, no dividend will be paid under our annual variable dividend policy.
Because the dividend calculation is performance-based, the amount (if any) to be paid individends, if any, particular year may not be subject to accurate prediction and will likely vary, perhaps significantly, from the amounts paid in the preceding year(s). As a result, the amount paid may be inconsistent with some shareholders’ expectations. In addition, although we have announced our intent to repeat the annual variable dividend in 2018 (to be paid early in 2019), the dividend, if any, would not be declared by the Board until late 2018 or early 2019, and theperiods. The Board retains the discretion at any time, to alter our policy or not to pay the annual dividend for 2018 or future years.such dividends at any time. Such an action by the Board could result from, among other reasons, changes in the insurance marketplace, changes in our performance or capital needs, changes in U.S. federal income tax laws, disruptions of national or international capital markets, or other events affecting our liquidity, financial position, or prospects, as described above. Any such change in dividend policy could adversely affect investors’ perceptions of the company and the value of, or the total return of an investment in, our common shares.
Our investments in certain tax-advantaged projects may not generate the anticipated tax benefits and related returns.
We may invest in certain projects that we believe are entitled to tax-advantaged treatment under applicable federal or state law, including renewable energy development, historic property rehabilitation, and affordable housing, and we may make other tax-advantaged investments from time to time. Our investments in these projects are designed to generate a return through the realization of tax credits and, in some cases, through other tax benefits and cash flows from the project. Certain of theseThese investments are subject to the risk that the underlying tax credits and related benefits may not be valid, and in some cases previously recorded tax credits can be challenged or are subject to recapture by the applicable taxing authorities if specific requirements are not satisfied. Many of the factors that could lead to athe invalidity, challenge, or recapture of tax credits are beyond our control. The inability to realize these tax credits and other tax benefits could have a material adverse impact on our financial condition.
We do not manage to short-term earnings expectations; ourVII. Other
Our goal is to maximize the long-term value of the enterprise and we do not manage to short-term earnings expectations, which at times, may adversely affect short-term results.
We believe that shareholder value will be increased in the long run if we meet or exceed the financial goals and policies that we establish each year. We do not manage our business to maximize short-term stock performance or the amount of theany dividend that may be paid underpaid. Due to our focus on the long-term value of the enterprise, we may undertake business decisions and strategies and establish related financial goals that are designed to enhance our longer-term performance and value, while understanding that such decisions and strategies may not always similarly benefit short-term results, such as growth goals, our annual variableunderwriting profit, dividend policypayouts, or otherwise.earnings per share. We report earnings and other operating results on a monthly basis. We also do not provide earnings estimates to the market and do not comment on earnings estimates by analysts. As a result, our reported results for a particular period may vary, perhaps significantly, from investors’ expectations, which could result in significant volatility in the price of our common sharesequity or debt securities. Our Property business mayhas caused, and is likely to continue to cause, additional volatility in our consolidated results.
We currently report earnings and other operating results on a monthly basis. We undertook a multi-year financial enterprise resource planning effort to modernize certain of our financial systems and processes. In addition, dueconjunction with this effort, in the fourth quarter of 2023, we converted our monthly accounting closing calendar to align with the Gregorian calendar (e.g., January-31 days, February-28/29 days, March-31 days). We do not expect that these changes will have a material impact on our reported quarterly and annual results, but they may impact year-over-year comparisons of monthly results from October 2023 through September 2024. As a result, during this period, we will modify and limit the content, and potentially the timing, of public disclosures of our monthly results relative to our historical practice, which could cause additional volatility in our stock price.
Due to our focus on the long-term value of the enterprise, similar tradeoffs may be involved in our consideration of the interests of other stakeholders, including our employees, customers, agents, suppliers, and communities, as well as whether and how we may undertake business strategiesrespond to or address ESG, sustainability, and establishcorporate responsibility initiatives and other public policy matters that impact us. These types of initiatives and considerations are fast-evolving areas and determining appropriate responses and actions can be uncertain. Different stakeholders often have conflicting perspectives on these initiatives and considerations. Depending on how
observers view our responses or our commitment to addressing such matters, we could be subject to criticism, adverse publicity, or campaigns, among other actions, by investors, activists, or others. Consequently, such factors and the related financial goals for a specific year that are designed to enhance our longer-term performance, while understanding that such strategies may not always similarly benefit short-term results, such as our annual underwriting profit or earnings per share. Consequently, these strategiestradeoffs may adversely affect short-termour financial performance or the amountmarket prices of our variable dividend for a given year, and may result in additional volatility in the price of our common sharesequity or debt securities.
Our business and results of operations could be adversely affected by epidemics, pandemics, or other widespread health risks.
Beginning with its emergence in 2020, COVID-19 increased many of the risks described above and impacted our business, operations, and financial results in a number of ways. We have discussed the associated risks and impacts of COVID-19 in our SEC filings beginning with its onset in 2020. We believe that the existing risks and impacts of COVID-19 are not currently material to our business. Any future epidemic, pandemic, or other widespread health risk, including a new variation of the COVID-19 virus, could exacerbate the impacts of many of the other risk factors described above and adversely affect our business. Depending on the duration and severity of any such epidemic, pandemic, or other widespread health risk, and the nature and extent of governmental responses to it, our business, our operations, and our financial results could be negatively impacted.
ITEM 1B. UNRESOLVED STAFF COMMENTS
We currently do not have any unresolved comments from the SEC staff.
Our business requires that we develop and maintain large and complex technology systems, and that we rely on third-party systems and applications, to run our operations and to store the significant volume of data that we acquire, including the personal information of our customers and employees and our intellectual property, trade secrets, and other sensitive business and financial information.
Our overall efforts to safeguard the information systems and confidential information critical to our operations include preventative and detective internal processes, technological defenses, and other controls designed to provide multiple layers of security protection. Our information security efforts are designed to evolve with the changing security threat environment through ongoing assessment and measurement. In our efforts to keep our data and technology systems secure, we leverage both the International Organization for Standardization (ISO) 27002 Security Framework for the body of security control requirements and the National Institute of Standards and Technology Cybersecurity Framework to assess the strength of our processes and defenses. This integrated approach to protect data and information systems is also built into our project management, development, and operations. To assess the effectiveness of our cybersecurity program and compliance with applicable rules, regulations, and laws, we employ internal resources and, regularly, external resources, to evaluate our environment, information systems, and processes.
Through appropriate risk evaluation, security assessments, and financial due diligence, we seek to protect the security and confidentiality of information provided to our vendors under service provider cloud computing or other arrangements. We also employ contractual nondisclosure requirements and use limitations consistent with our published Privacy Policy, and typically reserve the right to review third-party compliance against the required standards, where we deem appropriate.
Our response to cybersecurity threats is triggered through various means. Through annual user awareness training, we teach our employees to identify and appropriately respond to such threats. Our incident response program is designed to mitigate and recover from suspected and actual cybersecurity incidents and provide all required consumer and regulatory notices regarding cybersecurity threats in a timely manner.
Our Chief Security Officer (CSO) is ultimately responsible for cybersecurity at Progressive, with management oversight of the prevention, detection, mitigation, and remediation of cybersecurity incidents. The CSO reports directly to the Chief Financial Officer and provides regular cybersecurity updates to the Chief Executive Officer, other members of the executive team, and the Board of Directors’ Technology Committee. Our CSO has served in this capacity at Progressive for more than 11 years and, prior to joining us, had over 10 years of cybersecurity experience in the banking industry. Our CSO is also a member of our Management Risk Committee, which leads our Enterprise Risk Management program, and as a member ensures that cybersecurity risks remain a focus of the overall risk management process.
The Technology Committee of the Board of Directors oversees our use of technology in business strategy as well as the major risks arising from our technology, digital and data strategies, legacy information systems, technology investments, data privacy, operational performance, cybersecurity programs, and technology-related business continuity and disaster recovery programs. The Technology Committee, which includes directors with technology and cybersecurity experience, also oversees management’s effort to mitigate these risks. Technology Committee meetings typically occur five times a year. Generally, at these meetings, our CSO briefs the committee on cybersecurity-related matters.
Our systems are being threatened by cybersecurity incidents on a regular basis and our efforts may be insufficient to prevent or defend against incidents or an attack. We, and certain of our third-party vendors, have experienced attacks and incidents in the past, and there can be no assurance that we, or any vendor, will be successful in preventing future attacks or incidents or detecting and stopping them once they have begun. Through the date hereof, risks from cybersecurity threats, including prior incidents and attacks, have not materially affected, and we do not believe are reasonably likely to materially affect, our business strategy, results of operations, or financial condition. However, we cannot guarantee that we will not be materially affected in the future. Cybersecurity risks rapidly evolve and are complex, so we must continually adapt and enhance our processes and defenses. As we do this, we must make judgments about where to invest resources to most effectively protect ourselves from cybersecurity risks. These are inherently challenging processes, and we can provide no assurance that processes and defenses that we implement will be effective. See Item 1A, Risk Factors – III. Operating Risks above for more information.
ITEM 2. PROPERTIES
All of our properties are owned or leased by subsidiaries of The Progressive Corporation including ARX and its subsidiaries, and are used for office functions, (corporate, claims, and business unit), as call centers, as data centers, for training, or for warehouse space, or as Service Centers.space.
We own 93At December 31, 2023, we owned 65 buildings located throughout the United States. Nearly two-thirdsAbout half of our ownedthese buildings are for our Service Centers, the majority of which are combined with a claims office. As we transition our claims processing away from the Service Centers, we plan to convert these owned facilities to additional claims office space to accommodate growth and maintain a local presence.offices. Our owned facilities, which contain approximately 4.94.5 million square feet of space, are generally not segregated by industry segment. We own significant locations in Mayfield Village, Ohio and surrounding suburbs (including our corporate headquarters); Colorado Springs, Colorado; St. Petersburg, Florida; and Tampa, Florida; and Tempe, Arizona.Florida.
We lease approximately 2.1 million square feet of space throughout the United States. These leases are generally short-term to medium-term leases of commercial space.
ITEM 3. LEGAL PROCEEDINGS
None.For discussion of legal proceedings, see Note 12 – Litigation in our Annual Report, which is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference from information with respect to executive officers of The Progressive Corporation and its subsidiaries set forth in Part III, Item 10 in Part III of this Form 10-K.
10-K, “Directors, Executive Officers and Corporate Governance.”
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(a) Market Information
Progressive’s Common Shares, $1.00 par value, are traded on the New York Stock Exchange (NYSE) under the symbol PGR. The high and low prices set forth below are as reported on the NYSE.
|
| | | | | | | | | | | | | | | | | | | |
Year | | Quarter | | High | | Low | | Close | | Dividends Declared Per Share |
2017 | | 1 |
| | $ | 40.74 |
| | $ | 35.23 |
| | $ | 39.18 |
| | $ | 0 |
|
| | 2 |
| | 45.03 |
| | 38.61 |
| | 44.09 |
| | 0 |
|
| | 3 |
| | 49.01 |
| | 43.59 |
| | 48.42 |
| | 0 |
|
| | 4 |
| | 57.18 |
| | 47.89 |
| | 56.32 |
| | 1.1247 |
|
| | | | $ | 57.18 |
| | $ | 35.23 |
| | $ | 56.32 |
| | $ | 1.1247 |
|
| | | | | | | | | | |
2016 | | 1 |
| | $ | 35.27 |
| | $ | 29.32 |
| | $ | 35.14 |
| | $ | 0 |
|
| | 2 |
| | 35.54 |
| | 31.14 |
| | 33.50 |
| | 0 |
|
| | 3 |
| | 34.29 |
| | 30.54 |
| | 31.50 |
| | 0 |
|
| | 4 |
| | 35.95 |
| | 30.66 |
| | 35.50 |
| | 0.6808 |
|
| | | | $ | 35.95 |
| | $ | 29.32 |
| | $ | 35.50 |
| | $ | 0.6808 |
|
The closing price of our common shares on January 31, 2018, was $54.10.
(b) Holders
We had 2,0821,675 shareholders of record on DecemberJanuary 31, 2017.2024.
(c) Dividends
We maintain a policy of paying an annual variable dividend that, if declared, would be payable shortly after the close of the year. This annual variable dividend is based on a target percentage of after-tax underwriting income multiplied by a performance factor (“Gainshare factor”), which, beginning in 2017, is determined by reference to the Agency auto, Direct auto, special lines, Commercial Lines, and Property business units, with minor exclusions and adjustments, and subject to the limitations discussed below. The target percentage is determined by our Board of Directors on an annual basis and announced to shareholders and the public. In December 2016, the Board determined the target percentage for 2017 to be 33-1/3% of annual after-tax underwriting income, which is unchanged from the target percentage in both 2016 and 2015. In December 2017, the Board also determined this target will remain at 33-1/3% for 2018. Since the inception of our variable dividend, we have applied a tax rate of 35% to calculate the after-tax underwriting income. Beginning in 2018, we will apply a rate of 21% to calculate the after-tax underwriting income.
The Gainshare factor can range from zero to two and is determined by comparing our operating performance for the specified business units for the year to certain predetermined profitability and growth objectives, as approved by the Compensation Committee of the Board. This Gainshare factor is also used in the annual cash incentive program currently in place for our employees (our “Gainsharing program”). If the Gainshare factor is zero or if our comprehensive income is less than after-tax underwriting income, no dividend would be payable under our annual variable dividend policy.
Although it is our intent to calculate an annual variable dividend based on the formula outlined above, the Board could decide to alter our policy, or not to pay the annual variable dividend for 2018 or future years, at any time prior to the declaration of the dividend for the year. Such an action by the Board could result from, among other reasons, changes in the insurance marketplace, changes in our performance or capital needs, changes in U.S. federal income tax laws, disruptions of national or international capital markets, or other events affecting our liquidity, financial position or prospects, as described above. Any such change could adversely affect investors’ perceptions of the company and the value of, or the total return of an investment in, our common shares.
Following is a summary of our shareholder dividends that were declared in the last three years: |
| | | | | | | | |
(millions, except per share amounts) | | | Amount |
Dividend Type | Declared | Paid | Per Share |
| Total1 |
|
Annual – Variable | December 2017 | February 2018 | $ | 1.1247 |
| $ | 655.1 |
|
Annual – Variable | December 2016 | February 2017 | 0.6808 |
| 395.4 |
|
Annual – Variable | December 2015 | February 2016 | 0.8882 |
| 519.2 |
|
1 Based on an estimate of shares outstanding as of the record date. For the dividends declared in December 2016 and 2015, we paid $395.4 million and $519.0 million, respectively.
Consolidated statutory surplus was $9.7 billion on December 31, 2017, and $8.6 billion on December 31, 2016. At December 31, 2017, $830.1 million of consolidated statutory surplus represented net admitted assets of Progressive’s insurance subsidiaries and affiliate that are required to meet minimum statutory surplus requirements in such entities’ states of domicile. The companies may be licensed in states other than their states of domicile, which may have higher minimum statutory surplus requirements. Generally, the net admitted assets of insurance companies that, subject to other applicable insurance laws and regulations, are available for transfer to the parent company cannot include the net admitted assets required to meet the minimum statutory surplus requirements of the states where the companies are licensed. Dividends from other funds may also be limited by regulation or subject to prior approval by regulators in certain states. Based on the dividend laws currently in effect, the insurance subsidiaries could pay aggregate dividends of $1,390.5 million in 2018 without prior approval from regulatory authorities, provided the dividend payments are not made within 12 months of previous dividends paid by the applicable subsidiary.
In connection with the acquisition of a controlling interest in ARX, The Progressive Corporation entered into a stockholders’ agreement with the other ARX stockholders. Among other provisions, the stockholders’ agreement prohibits ARX from taking a number of actions, including the payment of dividends, without the consent of The Progressive Corporation and two other stockholders.
(d) Securities Authorized for Issuance Under Equity Compensation Plans
See Part III, Item 12 of this Form 10-K, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”Matters,” for information about securities authorized for issuance under our equity compensation plans.
(e) Performance Graph
See the Performance Graph section in our Annual Report.
(f) Recent Sales of Unregistered Securities
None.
Purchase of Equity Securities
(g) Share Repurchases
| | ISSUER PURCHASES OF EQUITY SECURITIES | ISSUER PURCHASES OF EQUITY SECURITIES | ISSUER PURCHASES OF EQUITY SECURITIES |
2017 Calendar Month | Total Number of Shares Purchased |
| | Average Price Paid per Share |
| | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
| | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs |
|
2023 Calendar Month | | 2023 Calendar Month | Total Number of Shares Purchased | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs |
October | 1,259 |
| | $ | 48.78 |
| | 848,155 |
| | 24,151,845 |
|
November | 5,635 |
| | 48.81 |
| | 853,790 |
| | 24,146,210 |
|
December | 2,056 |
| | 53.28 |
| | 855,846 |
| | 24,144,154 |
|
Total | 8,950 |
| | $ | 49.83 |
| | | | |
In May 2017,2023, the Board of Directors approved an authorization for the Company to repurchase up to 25 million of ourits common shares; this Boardshares. This authorization does not have an expiration date. Share repurchases under this authorization may be accomplished through open market purchases, through privately negotiated transactions, pursuant to our equity incentive plans, or otherwise, and may includeincluding trading plans entered into with one or more brokerage firms in accordance with Rule 10b5-1 under the Securities
Exchange Act of 1934.1934, through privately negotiated transactions, pursuant to our equity incentive awards, or otherwise. During the fourth quarter 2017,2023, all repurchases were accomplished in conjunction with our equity incentive compensation plansawards or through the open market at the then-current market prices; there were no open market purchases during the quarter.prices.
Progressive’s financial policies state that we will repurchase shares to neutralize dilution from equity-based compensation in the year of issuance and as an option to effectively use underleveragedunder-leveraged capital. See Note 9 – Employee Benefit Plans, “Incentive“Incentive Compensation Plans” in our Annual Report, for a summary of our restricted equity grants.
ITEM 6.SELECTED FINANCIAL DATA[Reserved]
(millions - except per share amounts)
|
| | | | | | | | | | | | | | | | | | | |
| For the years ended December 31, |
| 2017 |
| | 2016 |
| | 2015 |
| | 2014 |
| | 2013 |
|
Total revenues | $ | 26,839.0 |
| | $ | 23,441.4 |
| | $ | 20,853.8 |
| | $ | 19,391.4 |
| | $ | 18,170.9 |
|
Net income attributable to Progressive | 1,592.2 |
| | 1,031.0 |
| | 1,267.6 |
| | 1,281.0 |
| | 1,165.4 |
|
Per share: | | | | | | | | | |
Net income attributable to Progressive | 2.72 |
| | 1.76 |
| | 2.15 |
| | 2.15 |
| | 1.93 |
|
Dividends declared | 1.1247 |
| | 0.6808 |
| | 0.8882 |
| | 0.6862 |
| | 1.4929 |
|
Comprehensive income attributable to Progressive | 1,941.0 |
| | 1,164.0 |
| | 1,044.9 |
| | 1,352.4 |
| | 1,246.1 |
|
Total assets | 38,701.2 |
| | 33,427.5 |
| | 29,819.3 |
| | 25,787.6 |
| | 24,408.2 |
|
Debt outstanding | 3,306.3 |
| | 3,148.2 |
| | 2,707.9 |
| | 2,164.7 |
| | 1,860.9 |
|
Total shareholders’ equity | 9,284.8 |
| | 7,957.1 |
|
| 7,289.4 |
| | 6,928.6 |
| | 6,189.5 |
|
Redeemable noncontrolling interest | 503.7 |
| | 483.7 |
| | 464.9 |
| | -- |
| | -- |
|
See Note 15 – Redeemable Noncontrolling Interest in the Annual Report, for a discussion of the acquisition of a controlling interest in ARX on April 1, 2015.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Incorporated by reference from Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The quantitative and qualitative disclosures about market risk are incorporated by reference from section “IV. Results of Operations – Investments” in our Management’s Discussion and Analysis of Financial Condition and Results of Operations as described in Item 7 above, and from the Quantitative Market Risk Disclosures section in our Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of Progressive, along with the related Notes, Supplemental Information, and Report of the Independent Registered Public Accounting Firm, are incorporated by reference from our Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Progressive,We, under the direction of our Chief Executive Officer and our Chief Financial Officer, hashave 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’sour 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.
We areThere have not aware ofbeen any material changechanges in Progressive’sour 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
On November 21, 2023, Karen B. Bailo, our Commercial Lines President, entered into a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c). The plan provides for (i) the sale of all shares vested during the duration of the plan pursuant to certain equity awards previously granted to Ms. Bailo, excluding any shares withheld by the company to satisfy tax withholding obligations, and (ii) 3,212 shares of the company’s common stock. Ms. Bailo’s plan will expire on November 29, 2024, subject to the plan’s earlier expiration or completion in accordance with its terms.
On October 16, 2023, Patrick K. Callahan, our Personal Lines President, entered into a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c). The plan provides for the sale of all shares vested during the duration of the plan pursuant to certain equity awards previously granted to Mr. Callahan, excluding any shares withheld by the company to satisfy tax withholding obligations. Mr. Callahan’s plan will expire on September 30, 2024, subject to the plan’s earlier expiration or completion in accordance with its terms.
President and CEO Susan Patricia Griffith’s annual letter to shareholders is included as Exhibit 99 to this Form 10-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
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 11, 201810, 2024 (the “Proxy Statement”)Proxy Statement).
Information relating to executive officers of Progressive follows. Unless otherwise indicated, the executive officer has held the position(s) indicated for at least the last five years.
noted below, all positions were with Progressive. | | | | | | | | | | | | | | |
Name | | Age | | | |
Name | | Age | | Offices Held and Last Five Years’ Business Experience |
Susan Patricia Griffith | | 59 | | 53 | President and Chief Executive Officer since July 2016; Vice President from May 2015 to June 2016; Personal Lines Chief Operating Officer from April 2015 to June 2016; President of Customer Operations from April 2014 to March 2015; Claims Group President prior to April 2014 |
John P. Sauerland | | 59 | | 53 | Vice President since May 2015;and Chief Financial Officer |
Karen B. Bailo | | 56 | | Commercial Lines President since April 2015; October 2020; Commercial Lines Acquisition and Small Business General Manager from January 2020 to September 2020; Commercial Lines Controller prior to January 2020 |
Jonathan S. Bauer | | 46 | | Chief Investment Officer since January 2020; Portfolio Manager prior to January 2020 |
Steven A. Broz | | 53 | | Chief Information Officer |
Patrick K. Callahan | | 53 | | Personal Lines Group President |
William L. Clawson II | | 54 | | Chief Human Resources Officer since December 2021; Compensation and Benefits Business Leader from November 2019 to December 2021; Product Manager prior to April 2015November 2019 |
John F. AuerRemi Kent | | 48 | | 63 | Chief Marketing Officer since November 2021; Senior Vice President and Global Chief ExecutiveMarketing Officer of the Consumer Business Group of 3M Company (global manufacturing and Treasurertechnology company) from January 2020 to October 2021; Global Business Director for Post-It® and Scotch® Brands of ARX Holding Corp.3M Company prior to January 2020 |
John A. BarbagalloMariann Wojtkun Marshall | | 61 | | 58 | Commercial Lines President; Commercial Lines Group President, including Agency Operations prior to May 2015 |
Jeffrey W. Basch | | 59 | | Vice President and Chief Accounting Officer |
Steven A. Broz | | 47 | | Chief Information Officer since February 2016; Claims Process General Manager from March 2015 to January 2016; Enterprise Project Management Office Leader2019; Director of Financial Reporting – GAAP prior to March 20152019; Assistant Secretary |
Patrick K. CallahanJohn Murphy | | 54 | | 47 | Personal LinesClaims President since April 2015; Direct Acquisition Business Leader from March 2013 to March 2015; Special Lines General ManagerDecember 2021; Customer Relationship Management President prior to March 2013December 2021 |
M. Jeffrey CharneyLori Niederst | | 50 | | 58 | Customer Relationship Management President since December 2021; Chief MarketingHuman Resources Officer prior to December 2021 |
WilliamDavid M. CodyStringer | | 49 | | 55 | Chief Investment Officer |
Daniel P. Mascaro | | 54 | | Vice President, Secretary, and Chief Legal Officer beginning March 1, 2017; Claims Legal business leader from January 2013 to February 2017 |
John Murphy | | 48 | | Customer Relationship Management President since January 2016; Customer Relationship Management Business Leader from February 2015 to January 2016; Corporate Process Business Leader prior to February 2015 |
Lori Niederst | | 44 | | Chief Human Resource Officer since November 2016; Senior Human Resource Business Leader prior to November 2016 |
Michael D. Sieger | | 56 | | Claims President since January 2015; Claims Process2024; Deputy General ManagerCounsel, Litigation and Employment, prior to January 20152024 |
Andrew J. Quigg | | 44 | | Chief Strategy Officer |
Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports. IncorporatedAny delinquent filings (if applicable) are incorporated by reference from the “Section 16(a) Beneficial Ownership Reporting Compliance” section of the Proxy Statement (which can be found in “Security Ownership of Certain Beneficial Owners and Management”).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 20172023 to Progressive’s procedures by which a shareholder can recommend a director candidate during 2017.candidate. The description of those procedures is incorporated by reference from the “To“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 (which can be found in “Procedures for Recommendations and Nominations of Directors and Shareholder Proposals”).Statement.
Audit Committee. Incorporated by reference from the “Audit“Other Board of Directors Information - Board Committees - Audit Committee” section of the Proxy Statement.
Financial Expert. Incorporated by reference from the “Audit Committee Financial Experts”“Other Board of Directors Information - Board Committees - Audit Committee” section of the Proxy Statement (which can be found in “Audit Committee”).
Statement.
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: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, 2017.2023.
| | EQUITY COMPENSATION PLAN INFORMATION | 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 | |
Equity compensation plans approved by security holders: | | | | | |
Plan Category | |
Plan Category | |
Equity compensation plans approved by security holders | |
Equity compensation plans approved by security holders | |
Equity compensation plans approved by security holders | |
Employee Plans: | |
Employee Plans: | |
Employee Plans: | | | | | |
2015 Equity Incentive Plan | | 2,943,743 |
| 1,2 | NA | | 8,474,076 |
| 3 |
2010 Equity Incentive Plan | | 2,915,105 |
| 1,2 | NA | | 4,112,172 |
| 3 |
Subtotal Employee Plans | | 5,858,848 |
| | NA | | 12,586,248 |
| |
2015 Equity Incentive Plan | |
2015 Equity Incentive Plan | | | 2,893,743 | | 2 | NA | | 5,185,949 | | 3 |
Director Plans: | | | | | |
2017 Directors Equity Incentive Plan | | 53,284 |
| | NA | | 446,716 |
| |
Equity compensation plans not approved by security holders: | | | | | |
Amended and Restated 2017 Directors Equity Incentive Plan | |
Amended and Restated 2017 Directors Equity Incentive Plan | |
Amended and Restated 2017 Directors Equity Incentive Plan | | | 25,075 | | | NA | | 392,436 | | 4 |
Equity compensation plans not approved by security holders | |
None | |
None | |
None | | | | | |
Total | | 5,912,132 |
| | NA | | 13,032,964 |
| |
Total | |
Total | |
NA = Not applicable because restricted stock unit 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.
2 Performance-based restricted stock unit awards, including dividend equivalents, if applicable, of 550,923 and 962,856557,119 units are included under the 2010 Equity Incentive Plan and the 2015 Equity Incentive Plan respectively, at their target value. Maximum potential payout for the performance awards outstanding under the 2010 Equity Incentive Plan and the 2015 Equity Incentive Plan were 1,346,404 and 2,246,393, respectively.was 1,370,877. 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” subsections “Board - Board of Directors Independence Determinations”Determinations,” and “Transactions“Other Board of Directors Information - Transactions with Related Parties.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.”
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, 2017, 2016,2023, 2022, and 2015
2021•Consolidated Balance Sheets - December 31, 20172023 and 2016
2022•Consolidated Statements of Changes in Shareholders’ Equity - For the Years Ended December 31, 2017, 2016,2023, 2022, and 20152021
•Consolidated Statements of Cash Flows - For the Years Ended December 31, 2017, 2016,2023, 2022, and 2015
2021•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 42.45, 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. 10.210.1 through 10.109.10.50.
(b) Exhibits
The exhibits in response to this portion of Item 15 are submitted concurrently with this report.
(c) Financial Statement Schedules
SCHEDULE I — SUMMARY OF INVESTMENTS — OTHER THAN INVESTMENTS IN RELATED PARTIES
THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
(millions)
| | | December 31, 2017 | | December 31, 2023 |
Type of Investment | Cost | | Fair Value | | Amount At Which Shown In The Balance Sheet | Type of Investment | Cost | | Fair Value | | Amount At Which Shown In The Balance Sheet |
Available-for-sale | | | | | |
Fixed maturities: | | | | | |
Bonds: | | | | | |
Bonds: | |
Bonds: | |
United States Government and government agencies and authorities | |
United States Government and government agencies and authorities | |
United States Government and government agencies and authorities | $ | 6,688.8 |
| | $ | 6,645.9 |
| | $ | 6,645.9 |
|
States, municipalities, and political subdivisions | 2,285.6 |
| | 2,297.1 |
| | 2,297.1 |
|
Foreign government obligations | |
Public utilities | 192.5 |
| | 193.6 |
| | 193.6 |
|
Corporate and other debt securities | 4,804.7 |
| | 4,804.1 |
| | 4,804.1 |
|
Asset-backed securities | 6,043.4 |
| | 6,050.0 |
| | 6,050.0 |
|
Redeemable preferred stocks | 194.9 |
| | 211.0 |
| | 211.0 |
|
Total fixed maturities | 20,209.9 |
| | 20,201.7 |
| | 20,201.7 |
|
Equity securities: | | | | | |
Common stocks: | | | | | |
Common stocks: | |
Common stocks: | |
Public utilities | |
Public utilities | |
Public utilities | 106.8 |
| | 177.5 |
| | 177.5 |
|
Banks, trusts, and insurance companies | 285.8 |
| | 685.0 |
| | 685.0 |
|
Industrial, miscellaneous, and all other | 1,106.4 |
| | 2,537.3 |
| | 2,537.3 |
|
Nonredeemable preferred stocks | 698.6 |
| | 803.8 |
| | 803.8 |
|
Total equity securities | 2,197.6 |
| | 4,203.6 |
| | 4,203.6 |
|
Short-term investments | 2,869.4 |
| | 2,869.4 |
| | 2,869.4 |
|
Total investments | $ | 25,276.9 |
| | $ | 27,274.7 |
| | $ | 27,274.7 |
|
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, 2017.
2023.
SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
THE PROGRESSIVE CORPORATION (PARENT COMPANY)
(millions)
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2023 | | 2022 | | 2021 |
Revenues | | | | | |
Dividends from subsidiaries | $ | 399.0 | | | $ | 540.5 | | | $ | 2,847.0 | |
Undistributed income from subsidiaries | 3,572.3 | | | 325.0 | | | 674.9 | |
Equity in net income of subsidiaries | 3,971.3 | | | 865.5 | | | 3,521.9 | |
Intercompany investment income | 204.3 | | | 92.7 | | | 4.5 | |
Total revenues | 4,175.6 | | | 958.2 | | | 3,526.4 | |
Expenses | | | | | |
Interest expense | 270.0 | | | 246.0 | | | 220.0 | |
Deferred compensation1 | 20.4 | | | 25.3 | | | 8.8 | |
Other operating costs and expenses | 7.6 | | | 6.8 | | | 6.8 | |
Total expenses | 298.0 | | | 278.1 | | | 235.6 | |
Income before income taxes | 3,877.6 | | | 680.1 | | | 3,290.8 | |
Benefit for income taxes | 24.8 | | | 41.4 | | | 60.1 | |
Net income | 3,902.4 | | | 721.5 | | | 3,350.9 | |
Other comprehensive income (loss) | 1,186.3 | | | (2,842.7) | | | (891.0) | |
Comprehensive income (loss) | $ | 5,088.7 | | | $ | (2,121.2) | | | $ | 2,459.9 | |
|
| | | | | | | | | | | |
| Years Ended December 31, |
| 2017 | | 2016 | | 2015 |
Revenues | | | | | |
Dividends from subsidiaries | $ | 867.3 |
| | $ | 375.5 |
| | $ | 852.5 |
|
Undistributed income (loss) from subsidiaries | 866.3 |
| | 741.9 |
| | 500.0 |
|
Equity in net income of subsidiaries* | 1,733.6 |
| | 1,117.4 |
| | 1,352.5 |
|
Intercompany investment income* | 11.3 |
| | 5.5 |
| | 3.9 |
|
Gains (losses) on extinguishment of debt | 0.2 |
| | 1.6 |
| | (0.9 | ) |
Total revenues | 1,745.1 |
| | 1,124.5 |
| | 1,355.5 |
|
Expenses | | | | | |
Interest expense | 151.1 |
| | 140.4 |
| | 136.1 |
|
Deferred compensation1 | 23.2 |
| | 5.3 |
| | 5.3 |
|
Other operating costs and expenses | 4.6 |
| | 4.2 |
| | 5.4 |
|
Total expenses | 178.9 |
| | 149.9 |
| | 146.8 |
|
Income before income taxes | 1,566.2 |
| | 974.6 |
| | 1,208.7 |
|
Benefit for income taxes | 26.0 |
| | 56.4 |
| | 58.9 |
|
Net income attributable to Progressive | 1,592.2 |
| | 1,031.0 |
| | 1,267.6 |
|
Other comprehensive income (loss) | 348.8 |
| | 133.0 |
| | (222.7 | ) |
Comprehensive income attributable to Progressive | $ | 1,941.0 |
| | $ | 1,164.0 |
| | $ | 1,044.9 |
|
* Eliminated in consolidation.
1 See Note 4 – Employee Benefit Plans in these condensed financial statements.
See notes to condensed financial statements.
SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)
CONDENSED BALANCE SHEETS
THE PROGRESSIVE CORPORATION (PARENT COMPANY)
(millions)(millions - except per share amounts)
| | | | | | | | | | | |
| December 31, |
| 2023 | | 2022 |
Assets | | | |
Investment in affiliate | $ | 5.0 | | | $ | 5.0 | |
Investment in subsidiaries | 23,409.9 | | | 17,911.8 | |
Receivable from investment subsidiary | 3,791.4 | | | 4,098.7 | |
Intercompany receivable | 886.7 | | | 466.2 | |
Net federal deferred income taxes | 65.6 | | | 64.3 | |
Other assets | 165.4 | | | 150.6 | |
Total assets | $ | 28,324.0 | | | $ | 22,696.6 | |
Liabilities and Shareholders’ Equity | | | |
Accounts payable, accrued expenses, and other liabilities | $ | 1,158.3 | | | $ | 417.3 | |
Debt1 | 6,888.6 | | | 6,388.3 | |
Total liabilities | 8,046.9 | | | 6,805.6 | |
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)2 | 493.9 | | | 493.9 | |
Common shares, $1.00 par value (authorized 900.0; issued 797.6, including treasury shares of 212.3 and 212.7) | 585.3 | | | 584.9 | |
Paid-in capital | 2,013.1 | | | 1,893.0 | |
Retained earnings | 18,800.5 | | | 15,721.2 | |
Total accumulated other comprehensive income (loss) | (1,615.7) | | | (2,802.0) | |
Total shareholders’ equity | 20,277.1 | | | 15,891.0 | |
Total liabilities and shareholders’ equity | $ | 28,324.0 | | | $ | 22,696.6 | |
|
| | | | | | | |
| December 31, |
| 2017 | | 2016 |
Assets | | | |
Investment in affiliate | $ | 5.0 |
| | $ | 5.0 |
|
Investment in subsidiaries* | 11,721.3 |
| | 10,280.9 |
|
Receivable from investment subsidiary* | 1,466.1 |
| | 1,121.9 |
|
Intercompany receivable* | 578.6 |
| | 443.3 |
|
Net deferred income taxes | 67.1 |
| | 97.1 |
|
Other assets | 167.3 |
| | 137.3 |
|
Total assets | $ | 14,005.4 |
| | $ | 12,085.5 |
|
Liabilities and Shareholders’ Equity | | | |
Accounts payable, accrued expenses, and other liabilities | $ | 292.6 |
| | $ | 228.4 |
|
Dividend payable | 655.1 |
| | 395.4 |
|
Debt | 3,269.2 |
| | 3,020.9 |
|
Total liabilities | 4,216.9 |
| | 3,644.7 |
|
Redeemable noncontrolling interest (NCI) | 503.7 |
| | 483.7 |
|
Shareholders’ Equity | | | |
Common shares, $1.00 par value (authorized 900.0; issued 797.5 including treasury shares of 215.8 and 217.6) | 581.7 |
| | 579.9 |
|
Paid-in capital | 1,389.2 |
| | 1,303.4 |
|
Retained earnings | 6,031.7 |
| | 5,140.4 |
|
Total accumulated other comprehensive income attributable to Progressive | 1,282.2 |
| | 933.4 |
|
Total shareholders’ equity | 9,284.8 |
| | 7,957.1 |
|
Total liabilities, redeemable NCI, and shareholders’ equity | $ | 14,005.4 |
| | $ | 12,085.5 |
|
1 Consists of long-term debt. See Note 4 – Debt in our Annual Report for further discussion.*Eliminated2See Note 7 – Subsequent Event in consolidation.these condensed financial statements.
See notes to condensed financial statements.
SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)
CONDENSED STATEMENTS OF CASH FLOWS
THE PROGRESSIVE CORPORATION (PARENT COMPANY)
(millions)
|
| | | | | | | | | | | |
| Years Ended December 31, |
| 2017 | | 2016 | | 2015 |
Cash Flows From Operating Activities: | | | | | |
Net income attributable to Progressive | $ | 1,592.2 |
| | $ | 1,031.0 |
| | $ | 1,267.6 |
|
Adjustments to reconcile net income attributable to Progressive to net cash provided by operating activities: | | | | | |
Undistributed (income) loss from subsidiaries | (866.3 | ) | | (741.9 | ) | | (500.0 | ) |
Amortization of equity-based compensation | 2.1 |
| | 2.2 |
| | 2.4 |
|
(Gains) losses on extinguishment of debt | (0.2 | ) | | (1.6 | ) | | 0.9 |
|
Changes in: | | | | | |
Intercompany receivable | (71.3 | ) | | (37.3 | ) | | 7.0 |
|
Accounts payable, accrued expenses, and other liabilities | 53.6 |
| | 24.2 |
| | (46.2 | ) |
Income taxes | 37.3 |
| | (5.0 | ) | | 12.3 |
|
Other, net | (22.6 | ) | | (13.3 | ) | | (3.1 | ) |
Net cash provided by operating activities | 724.8 |
| | 258.3 |
| | 740.9 |
|
Cash Flows From Investing Activities: | | | | | |
Additional investments in equity securities of consolidated subsidiaries | (86.7 | ) | | (112.0 | ) | | (40.2 | ) |
Acquisition of an insurance company | (18.7 | ) | | 0 |
| | 0 |
|
Acquisition of ARX | 0 |
| | 0 |
| | (890.1 | ) |
(Paid to) received from investment subsidiary | (344.2 | ) | | 78.6 |
| | 409.1 |
|
Net cash used in investing activities | (449.6 | ) | | (33.4 | ) | | (521.2 | ) |
Cash Flows From Financing Activities: | | | | | |
Net proceeds from debt issuance | 841.1 |
| | 495.6 |
| | 394.9 |
|
Reacquisitions of debt | (594.4 | ) | | (18.2 | ) | | (19.3 | ) |
Dividends paid to shareholders | (395.4 | ) | | (519.0 | ) | | (403.6 | ) |
Acquisition of treasury shares for restricted stock tax liabilities | (57.6 | ) | | (25.1 | ) | | (30.6 | ) |
Acquisition of treasury shares acquired in open market
| (4.9 | ) | | (167.4 | ) | | (177.9 | ) |
Loan to ARX Holding Corp.1 | (64.0 | ) | | 0 |
| | 0 |
|
Tax benefit from vesting of equity-based compensation | 0 |
| | 9.2 |
| | 16.8 |
|
Net cash used in financing activities | (275.2 | ) | | (224.9 | ) | | (219.7 | ) |
Change in cash, cash equivalents, and restricted cash | 0 |
| | 0 |
| | 0 |
|
Cash, cash equivalents, restricted cash - Beginning of year | 0 |
| | 0 |
| | 0 |
|
Cash, cash equivalents, restricted cash - End of year | $ | 0 |
| | $ | 0 |
| | $ | 0 |
|
1 Eliminated in consolidation. See Note 4 – Debt in our Annual Report. | | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2023 | | 2022 | | 2021 |
Cash Flows From Operating Activities: | | | | | |
Net income | $ | 3,902.4 | | | $ | 721.5 | | | $ | 3,350.9 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
Undistributed income from subsidiaries | (3,572.3) | | | (325.0) | | | (674.9) | |
Amortization of equity-based compensation | 3.3 | | | 3.2 | | | 3.1 | |
Changes in: | | | | | |
Intercompany receivable | (420.5) | | | (79.0) | | | 86.6 | |
Accounts payable, accrued expenses, and other liabilities | 12.5 | | | (21.5) | | | 23.8 | |
Income taxes | 301.2 | | | 28.9 | | | (154.8) | |
Other, net | 9.6 | | | 60.1 | | | 76.8 | |
Net cash provided by operating activities | 236.2 | | | 388.2 | | | 2,711.5 | |
Cash Flows From Investing Activities: | | | | | |
Additional investments in equity securities of consolidated subsidiaries | (621.5) | | | (797.8) | | | (397.3) | |
Received from (paid to) investment subsidiary | 307.3 | | | (716.6) | | | 2,519.6 | |
Acquisition of Protective Insurance Corporation | 0 | | | 0 | | | (337.5) | |
Net cash provided by (used in) investing activities | (314.2) | | | (1,514.4) | | | 1,784.8 | |
Cash Flows From Financing Activities: | | | | | |
Dividends paid to common shareholders | (234.0) | | | (234.0) | | | (3,746.5) | |
Dividends paid to preferred shareholders | (43.6) | | | (26.8) | | | (26.8) | |
Acquisition of treasury shares for restricted stock tax liabilities | (95.0) | | | (76.7) | | | (67.2) | |
Acquisition of treasury shares acquired in open market | (45.7) | | | (22.3) | | | (155.8) | |
Net proceeds from debt issuance | 496.3 | | | 1,486.0 | | | 0 | |
Payments of debt | 0 | | | 0 | | | (500.0) | |
Net cash provided by (used in) financing activities | 78.0 | | | 1,126.2 | | | (4,496.3) | |
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.
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 Statementscondensed statements of Cash Flows,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 year-end 2017December 31, 2023, 2022, and 2016, $1.62021, $4.2 billion, $4.4 billion, and $1.3$4.2 billion, respectively, of marketable securities were available in this subsidiary. Non-cash
For the years ended December 31, non-cash activity includes declaredincluded the following:
| | | | | | | | | | | | | | | | | |
(millions) | 2023 | | 2022 | | 2021 |
Common share dividends1 | $ | 497.9 | | | $ | 58.5 | | | $ | 58.5 | |
Preferred share dividends1 | 0 | | | 13.4 | | | 13.4 | |
1 Declared but unpaid dividends,unpaid. See Note 14 – Dividends in the transfer of the previous 5% ownership interest in ARX to The Progressive Corporation from an investment subsidiary in 2015, and the change in redemption value of the redeemable NCI. Annual Report for further discussion.
For the years ended December 31, The Progressive Corporation paid the following:
| | | | | | | | | | | | | | | | | |
(millions) | 2023 | | 2022 | | 2021 |
Income taxes | $ | 800.0 | | | $ | 705.0 | | | $ | 815.0 | |
Interest | 264.9 | | | 228.9 | | | 223.9 | |
|
| | | | | | | | | |
(millions) | 2017 | 2016 | 2015 |
Income taxes | $ | 669.7 |
| $ | 450.2 |
| $ | 625.0 |
|
Interest | 142.2 |
| 134.2 |
| 128.2 |
|
Note 2. Income Taxes — The Progressive Corporation files a consolidated federal income tax return with allits eligible subsidiaries and acts as an agent for the consolidated tax group when making payments to the Internal Revenue Service. Since The Progressive Corporation owns less than 80% of ARX’s outstanding stock, ARX and its subsidiaries are not eligible to file on a consolidated basis with The Progressive Corporation. The Progressive Corporation consolidated group’s net income taxes currently payable/recoverable are included in other liabilities/assets, respectively, in the accompanying Condensed Balance Sheetscondensed 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”intercompany receivable in the accompanying Condensed Balance Sheets.condensed balance sheets.
On December 22, 2017, legislation commonly known as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law. One of the provisions of the Tax Act reduced the corporate federal income tax rate from 35% to 21% effective January 1, 2018. Pursuant to current accounting guidance, all deferred tax assets and liabilities were revalued to recognize the tax rate that is expected to apply when the tax effects are ultimately recognized in future periods. The impact of revaluing the deferred tax assets and liabilities from 35% to 21% was a net increase to The Progressive Corporation’s income tax expense of $44.7 million.
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 plans 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 Statementsstatements of Comprehensive Income,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 gainslosses 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.
Note 7. Subsequent Event — Pursuant to authorization from our Board of Directors, we redeemed all of the outstanding Serial Preferred Shares, Series B, at the stated amount of $1,000 per share, for an aggregate payout of $507.8 million, including accrued and unpaid dividends to, but excluding, February 22, 2024, which is the redemption date.
SCHEDULE III — SUPPLEMENTARY INSURANCE INFORMATION
THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
(millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Segment | Deferred policy acquisition costs1 | | Future policy benefits, losses, claims, and loss expenses1 | | Unearned premiums1 | | Other policy claims and benefits payable1 | | Premium revenue | | Net investment income1,2 | | Benefits, claims, losses, and settlement expenses | | Amortization of deferred policy acquisition costs | | Other operating expenses1 | | Net premiums written |
Year ended December 31, 2023: | | | | | | | | | | | | | | | | | | | |
Personal Lines | | | | | | | | | $ | 46,213.3 | | | | | $ | 35,972.4 | | | $ | 3,169.1 | | | $ | 4,928.6 | | | $ | 48,581.0 | |
Commercial Lines | | | | | | | | | 9,898.7 | | | | | 7,899.7 | | | 1,004.7 | | | 1,020.8 | | | 10,138.3 | |
Property | | | | | | | | | 2,551.4 | | | | | 1,776.3 | | | 491.0 | | | 281.4 | | | 2,830.6 | |
Other indemnity | | | | | | | | | 1.0 | | | | | 6.2 | | | 0.3 | | | 10.7 | | | 0.3 | |
Total | $ | 1,687.4 | | | $ | 34,389.2 | | | $ | 20,133.7 | | | $ | 0 | | | $ | 58,664.4 | | | $ | 1,865.6 | | | $ | 45,654.6 | | | $ | 4,665.1 | | | $ | 6,241.5 | | | $ | 61,550.2 | |
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 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Segment | Deferred policy acquisition costs1 | | Future policy benefits, losses, claims, and loss expenses1 | | Unearned premiums1 | | Other policy claims and benefits payable1 | | Premium revenue | | Net investment income1,2 | | Benefits, claims, losses, and settlement expenses | | Amortization of deferred policy acquisition costs | | Other operating expenses | | Net premiums written |
Year ended December 31, 2017: | | | | | | | | | | | | | | | | | | | |
Personal Lines | | | | | | | | | $ | 21,947.2 |
| | | | $ | 16,141.4 |
| | $ | 1,656.4 |
| | $ | 2,954.8 |
| | $ | 22,928.4 |
|
Commercial Lines | | | | | | | | | 2,793.9 |
| | | | 1,966.4 |
| | 309.3 |
| | 335.3 |
| | 3,112.7 |
|
Property | | | | | | | | | 988.8 |
| | | | 700.2 |
| | 159.2 |
| | 190.4 |
| | 1,091.0 |
|
Other indemnity | | | | | | | | | 0 |
| | | | 0 |
| | 0 |
| | 0.2 |
| | 0 |
|
Total | $ | 780.5 |
| | $ | 13,086.9 |
| | $ | 8,903.5 |
| | $ | 0 |
| | $ | 25,729.9 |
| | $ | 539.2 |
| | $ | 18,808.0 |
| | $ | 2,124.9 |
| | $ | 3,480.7 |
| | $ | 27,132.1 |
|
Year ended December 31, 2016: | | | | | | | | | | | | | | | | | | | |
Personal Lines | | | | | | | | | $ | 19,188.2 |
| | | | $ | 14,591.1 |
| | $ | 1,446.6 |
| | $ | 2,549.2 |
| | $ | 19,819.5 |
|
Commercial Lines | | | | | | | | | 2,421.3 |
| | | | 1,741.0 |
| | 266.7 |
| | 285.4 |
| | 2,598.3 |
|
Property | | | | | | | | | 864.5 |
| | | | 546.1 |
| | 150.5 |
| | 137.2 |
| | 935.7 |
|
Other indemnity | | | | | | | | | 0 |
| | | | 1.4 |
| | 0 |
| | 0.2 |
| | 0 |
|
Total | $ | 651.2 |
| | $ | 11,368.0 |
| | $ | 7,468.3 |
| | $ | 0 |
| | $ | 22,474.0 |
| | $ | 456.5 |
| | $ | 16,879.6 |
| | $ | 1,863.8 |
| | $ | 2,972.0 |
| | $ | 23,353.5 |
|
Year ended December 31, 2015: | | | | | | | | | | | | | | | | | | | |
Personal Lines | | | | | | | | | $ | 17,294.5 |
| | | | $ | 12,748.7 |
| | $ | 1,331.3 |
| | $ | 2,379.9 |
| | $ | 17,703.6 |
|
Commercial Lines | | | | | | | | | 1,995.9 |
| | | | 1,244.5 |
| | 219.4 |
| | 232.6 |
| | 2,171.2 |
|
Property | | | | | | | | | 609.1 |
| | | | 349.0 |
| | 101.1 |
| | 98.8 |
| | 689.6 |
|
Other indemnity | | | | | | | | | (0.4 | ) | | | | (0.2 | ) | | 0 |
| | 0.8 |
| | (0.4 | ) |
Total | $ | 564.1 |
| | $ | 10,039.0 |
| | $ | 6,621.8 |
| | $ | 0 |
| | $ | 19,899.1 |
| | $ | 431.8 |
| | $ | 14,342.0 |
| | $ | 1,651.8 |
| | $ | 2,712.1 |
| | $ | 20,564.0 |
|
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.
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, 2023 | | | | | | | | | |
Premiums earned: | | | | | | | | | |
Property and liability insurance | $ | 59,881.1 | | | $ | 1,216.7 | | | $ | 0 | | | $ | 58,664.4 | | | 0 | % |
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 | % |
|
| | | | | | | | | | | | | | | | | | |
Year Ended: | Gross Amount | | Ceded to Other Companies | | Assumed From Other Companies | | Net Amount | | Percentage of Amount Assumed to Net |
December 31, 2017 | | | | | | | | | |
Premiums earned: | | | | | | | | | |
Property and liability insurance | $ | 26,425.7 |
| | $ | 695.8 |
| | $ | 0 |
| | $ | 25,729.9 |
| | 0 | % |
December 31, 2016 | | | | | | | | | |
Premiums earned: | | | | | | | | | |
Property and liability insurance | $ | 23,111.2 |
| | $ | 637.2 |
| | $ | 0 |
| | $ | 22,474.0 |
| | 0 | % |
December 31, 2015 | | | | | | | | | |
Premiums earned: | | | | | | | | | |
Property and liability insurance | $ | 20,454.1 |
| | $ | 555.0 |
| | $ | 0 |
| | $ | 19,899.1 |
| | 0 | % |
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, 201826, 2024 appearing in the 20172023 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, 2023, the schedule of condensed financial information of registrant, which includes the condensed balance sheets as of December 31, 2023 and 2022 and the condensed statements of comprehensive income and of cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, and the schedule of reinsurance for each of the three years in the period ended December 31, 2023 (collectively “the financial statement schedulesschedules”) 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, 2018
26, 2024
ITEM 16. FORM 10-K SUMMARY
We have elected not to include a summary of information as permitted under this item.
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, 201826, 2024 | 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, 201826, 2024 |
| | | | |
Susan Patricia Griffith | | | | |
| | | | |
/s/ John P. Sauerland | | Vice President and Chief Financial Officer | | February 27, 201826, 2024 |
| | | | |
John P. Sauerland | | | | |
| | | | |
/s/ Jeffrey W. BaschMariann Wojtkun Marshall | | Vice President and Chief Accounting Officer | | February 27, 201826, 2024 |
| | | | |
Jeffrey W. BaschMariann Wojtkun Marshall | | | | |
| | | | |
* | | ChairmanChairperson of the Board | | February 27, 201826, 2024 |
Glenn M. Renwick | | | | |
* | | Lead Independent Director | | February 27, 2018 |
Lawton W. Fitt | | | | |
| | | | |
* | | Director | | February 26, 2024 |
Danelle M. Barrett | | | | |
| | | | |
* | | Director | | February 26, 2024 |
*Philip Bleser | | | | |
| | | | |
* | | Director | | February 27, 201826, 2024 |
Philip Bleser | | | | |
| | | | |
* | | Director | | February 27, 2018 |
Stuart B. Burgdoerfer | | | | |
| | | | |
* | | Director | | February 26, 2024 |
Pamela J. Craig | | | | |
| | | | |
* | | Director | | February 26, 2024 |
* | | Director | | February 27, 2018 |
Charles A. Davis | | | | |
| | | | |
* | | Director | | February 26, 2024 |
| | | | |
* | | Director | | February 27, 2018 |
Roger N. Farah | | | | |
| | | | |
* | | Director | | February 26, 2024 |
Devin C. Johnson | | | | |
| | | | |
* | | Director | | February 26, 2024 |
* | | Director | | February 27, 2018 |
Jeffrey D. Kelly | | | | |
| | | | |
* | | Director | | February 26, 2024 |
| | | | |
* | | Director | | February 27, 2018 |
Patrick H. Nettles, Ph.D. | | | | |
| | | | |
* | | Director | | February 27, 2018 |
Bradley T. Sheares, Ph.D. | | | | |
| | | | |
* | | Director | | February 27, 2018 |
Barbara R. Snyder | | | | |
| | | | |
* | | Director | | February 26, 2024 |
Kahina Van Dyke | | | | |
* Daniel P. Mascaro,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 persons.person.
| | | | | | | | | | | | | | |
By: | /s/ David M. Stringer | | | February 26, 2024 |
| David M. Stringer | | | |
| Attorney-in-fact | | | |
|
| | |
| By: | /s/ Daniel P. Mascaro | February 27, 2018
| | Daniel P. Mascaro |
| | Attorney-in-fact |
|
| | | | | | |
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 | | | | Quarterly Report on Form 10-Q (filed on August 3, 2016; Exhibit 3.1 therein) |
3(ii) | | 3.2 | | | | Quarterly Report on Form 10-Q (filed on November 2, 2017; Exhibit 3 therein) |
4 | | 4.1 | | | | Annual Report on Form 10-K (filed on March 1, 2017; Exhibit 4.1 therein) |
4 | | 4.2 | | | | Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 4.2 therein) |
4 | | 4.3 | | | | Filed herewith
|
4 | | 4.4 | | | | Filed herewith
|
4 | | 4.5 | | | | Current Report on Form 8-K (filed on April 25, 2014; Exhibit 4.2 therein) |
4 | | 4.6 | | | | Current Report on Form 8-K (filed on January 26, 2015; Exhibit 4.2 therein) |
4 | | 4.7 | | | | Current Report on Form 8-K (filed on August 25, 2016; Exhibit 4.2 therein) |
4 | | 4.8 | | | | Current Report on Form 8-K (filed on April 6, 2017; Exhibit 4.2 therein) |
4 | | 4.9 | | | | Registration Statement No. 333-48935 (filed on March 31, 1998; Exhibit 4.1 therein) |
| | | | | | |
|
| | | | | | |
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 | | 4.10 | | | | Registration Statement No. 333-01745 (filed on March 15, 1996; Exhibit 4.2 therein) |
4 | | 4.11 | | | | Registration Statement No. 333-100674 (filed on October 22, 2002; Exhibit 4.3 therein) |
4 | | 4.12 | | | | Registration Statement No. 333-143824 (filed on June 18, 2007; Exhibit 4.5 therein) |
4 | | 4.13 | | | | Registration Statement No. 333-143824 (filed on June 18, 2007; Exhibit 4.6 therein) |
4 | | 4.14 | | | | Annual Report on Form 10-K (filed on March 1, 2017; Exhibit 4.13 therein) |
4 | | 4.15 | | | | Current Report on Form 8-K (filed on April 25, 2014; Exhibit 4.1 therein) |
4 | | 4.16 | | | | Current Report on Form 8-K (filed on January 26, 2015; Exhibit 4.1 therein) |
4 | | 4.17 | | | | Current Report on Form 8-K (filed on August 25, 2016; Exhibit 4.1 therein) |
4 | | 4.18 | | | | Current Report on Form 8-K (filed on April 6, 2017; Exhibit 4.1 therein) |
4 | | 4.19 | | | | Filed herewith
|
|
| | | | | | |
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 | | 4.20 | | | | Filed herewith
|
4 | | 4.21 | | | | Annual Report on Form 10-K (filed on March 1, 2017; Exhibit 4.19 therein) |
4 | | 4.22 | | | | Filed herewith |
4 | | 4.23 | | | | Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 4.19 therein) |
4 | | 4.24 | | | | Quarterly Report on Form 10-Q (filed on May 11, 2015; Exhibit 4.1 therein) |
4 | | 4.25 | | | | Quarterly Report on Form 10-Q (filed on May 11, 2015; Exhibit 4.2 therein) |
4 | | 4.26 | | The Company agrees, upon request, to furnish to the U.S. Securities and Exchange Commission a copy of any instrument authorizing long-term debt that does not authorize debt in excess of 10% of the total assets of the Company and its subsidiaries on a consolidated basis. | | |
10(i) | | 10.1 | | | | Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.1 therein) |
10(iii) | | 10.2 | | | | Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.8 therein) |
10(iii) | | 10.3 | | | | Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.5 therein) |
10(iii) | | 10.4 | | | | Annual Report on Form 10-K (filed on March 1, 2017; Exhibit 10.5 therein) |
10(iii) | | 10.5 | | | | Filed herewith |
10(iii) | | 10.6 | | | | Current Report on Form 8-K (filed on February 21, 2017; Exhibit 10.4 therein) |
10(iii) | | 10.7 | | | | Filed herewith |
| | | | | | |
|
| | | | | | |
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 | | | | Current Report on Form 8-K (filed on February 21, 2017; Exhibit 10.2 therein) |
10(iii) | | 10.9 | | | | Filed Herewith |
10(iii) | | 10.10 | | | | Current Report on Form 8-K (filed on February 21, 2017; Exhibit 10.3 therein) |
10(iii) | | 10.11 | | | | Registration Statement No. 333-104646 (filed on April 21, 2003; Exhibit 4(a) therein) |
10(iii) | | 10.12 | | | | Filed herewith
|
10(iii) | | 10.13 | | | | Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.12 therein) |
10(iii) | | 10.14 | | | | Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.10 therein) |
10(iii) | | 10.15 | | | | Filed herewith
|
10(iii) | | 10.16 | | | | Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.16 therein)
|
10(iii) | | 10.17 | | | | Filed herewith
|
10(iii) | | 10.18 | | | | Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.14 therein) |
10(iii) | | 10.19 | | | | Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.15 therein) |
10(iii) | | 10.20 | | | | Registration Statement No. 333-172663 (filed on March 8, 2011; Exhibit 4.1 therein) |
10(iii) | | 10.21 | | | | Registration Statement No. 333-172663 (filed on March 8, 2011; Exhibit 4.2 therein) |
10(iii) | | 10.22 | | | | Registration Statement No. 333-172663 (filed on March 8, 2011; Exhibit 4.3 therein) |
10(iii) | | 10.23 | | | | Registration Statement No. 333-172663 (filed on March 8, 2011; Exhibit 4.4 therein) |
10(iii) | | 10.24 | | | | Annual Report on Form 10-K (filed on March 1, 2017; Exhibit 10.23 therein)
|
10(iii) | | 10.25 | | | | Filed herewith
|
| | | | | | | | | | | | | | | | | | | | | | |
3(i) | | 3.1 | | | | Quarterly Report on Form 10-Q (filed on May 1, 2019; Exhibit 3.1 therein) | | |
3(ii) | | 3.2 | | | | Quarterly Report on Form 10-Q (filed on August 3, 2021; Exhibit 3.1 therein) | | |
4 | | 4.1 | | | | Filed herewith | | |
4 | | 4.2 | | | | Current Report on Form 8-K (filed on March 14, 2018; Exhibit 4.3 therein) | | |
4 | | 4.3 | | | | Registration Statement No. 333-48935 (filed on March 31, 1998; Exhibit 4.1 therein) | | |
4 | | 4.4 | | | | Registration Statement No. 333-01745 (filed on March 15, 1996; Exhibit 4.2 therein) | | |
4 | | 4.5 | | | | Registration Statement No. 333-100674 (filed on October 22, 2002; Exhibit 4.3 therein) | | |
4 | | 4.6 | | | | Registration Statement No. 333-143824 (filed on June 18, 2007; Exhibit 4.5 therein) | | |
4 | | 4.7 | | | | Registration Statement No. 333-143824 (filed on June 18, 2007; Exhibit 4.6 therein) | | |
4 | | 4.8 | | | | Current Report on Form 8-K (filed on April 25, 2014; Exhibit 4.1 therein) | | |
4 | | 4.9 | | | | Current Report on Form 8-K (filed on January 26, 2015; Exhibit 4.1 therein) | | |
4 | | 4.10 | | | | Current Report on Form 8-K (filed on August 25, 2016; Exhibit 4.1 therein) | | |
4 | | 4.11 | | | | Current Report on Form 8-K (filed on April 6, 2017; Exhibit 4.1 therein) | | |
|
| | | | | | | | | | | | | | | | | | | |
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) | | 10.26 | | | | Filed herewith
|
10(iii) | | 10.27 | | | | Annual Report on Form 10-K (filed on March 1, 2017; Exhibit 10.26 therein) |
10(iii) | | 10.28 | | | | Current Report on Form 8-K (filed on March 22, 2013; Exhibit 10.1 therein) |
10(iii) | | 10.29 | | | | Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.30 therein)
|
10(iii) | | 10.30 | | | | Quarterly Report on Form 10-Q (filed on May 11, 2015; Exhibit 10.1 therein) |
10(iii) | | 10.31 | | | | Annual Report on Form 10-K (filed on March 1, 2017; Exhibit 10.30 therein) |
10(iii) | | 10.32 | | | | Filed herewith
|
10(iii) | | 10.33 | | | | Current Report on Form 8-K (filed on March 22, 2013; Exhibit 10.2 therein) |
10(iii) | | 10.34 | | | | Current Report on Form 8-K (filed on March 22, 2013; Exhibit 10.3 therein) |
10(iii) | | 10.35 | | | | Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.35 therein)
|
10(iii) | | 10.36 | | | | Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.36 therein)
|
10(iii) | | 10.37 | | | | Quarterly Report on Form 10-Q (filed on May 11, 2015; Exhibit 10.2 therein) |
| | | | | | | | | | | | | | | | | | | | | | |
4 | | 4.12 | | | | Current Report on Form 8-K (filed on March 14, 2018; Exhibit 4.1 therein) | | |
4 | | 4.13 | | | | Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 4.2 therein) | | |
4 | | 4.14 | | | | Annual Report on Form 10-K (filed on February 27, 2018; Exhibit 4.3 therein)
| | |
4 | | 4.15 | | | | Current Report on Form 8-K (filed on April 25, 2014; Exhibit 4.2 therein) | | |
4 | | 4.16 | | | | Current Report on Form 8-K (filed on January 26, 2015; Exhibit 4.2 therein) | | |
4 | | 4.17 | | | | Current Report on Form 8-K (filed on August 25, 2016; Exhibit 4.2 therein) | | |
4 | | 4.18 | | | | Current Report on Form 8-K (filed on April 6, 2017; Exhibit 4.2 therein) | | |
4 | | 4.19 | | | | Current Report on Form 8-K (filed on March 14, 2018; Exhibit 4.2 therein) | | |
4 | | 4.20 | | | | Registration Statement No. 333-227315 (filed on September 13, 2018; Exhibit 4.2 therein) | | |
4 | | 4.21 | | | | Current Report on Form 8-K (filed on October 23, 2018; Exhibit 4.1 therein) | | |
4 | | 4.22 | | | | Current Report on Form 8-K (filed on March 26, 2020; Exhibit 4.1 therein) | | |
4 | | 4.23 | | | | Current Report on Form 8-K (filed on March 9, 2022; Exhibit 4.1 therein) | | |
4 | | 4.24 | | | | Current Report on Form 8-K (filed on May 25, 2023; Exhibit 4.1 therein) | | |
4 | | 4.25 | | | | Current Report on Form 8-K (filed on October 23, 2018; Exhibit 4.2 therein) | | |
|
| | | | | | |
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 | | 4.26 | | | | Current Report on Form 8-K (filed on March 26, 2020; Exhibit 4.2 therein) | | |
4 | | 4.27 | | | | Current Report on Form 8-K (filed on March 26, 2020; Exhibit 4.3 therein) | | |
4 | | 4.28 | | | | Current Report on Form 8-K (filed on March 9, 2022; Exhibit 4.2 therein) | | |
4 | | 4.29 | | | | Current Report on Form 8-K (filed on March 9, 2022; Exhibit 4.3 therein) | | |
4 | | 4.30 | | | | Current Report on Form 8-K (filed on March 9, 2022; Exhibit 4.4 therein) | | |
4 | | 4.31 | | | | Current Report on Form 8-K (filed on May 25, 2023; Exhibit 4.2 therein) | | |
4 | | 4.32 | | | | Quarterly Report on Form 10-Q (filed on May 1, 2019; Exhibit 4.1 therein) | | |
4 | | 4.33 | | | | Quarterly Report on Form 10-Q (filed on August 4, 2020; Exhibit 5.1 therein) | | |
4 | | 4.34 | | | | Quarterly Report on Form 10-Q (filed on August 3, 2021; Exhibit 4.1 therein) | | |
4 | | 4.35 | | | | Quarterly Report on Form 10-Q (filed on May 2, 2023; Exhibit 4.1 therein) | | |
4 | | 4.36 | | | | Quarterly Report on Form 10-Q (filed on May 2, 2023; Exhibit 4.2 therein) | | |
10(iii) | | 10.1 | | | | Filed herewith | | |
10(iii) | | 10.2 | | | | Current Report on Form 8-K (filed on February 4, 2015; Exhibit 10.1 therein) | | |
10(iii) | | 10.3 | | | | Current Report on Form 8-K (filed on March 26, 2020; Exhibit 10.1 therein) | | |
10(iii) | | 10.4 | | | | Quarterly Report on Form 10-Q (filed on May 2, 2023; Exhibit 10.1 therein) | | |
10(iii) | | 10.5 | | | | Quarterly Report on Form 10-Q (filed on May 2, 2022; Exhibit 10.1 therein) | | |
10(iii) | | 10.6 | | | | Current Report on Form 8-K (filed on March 25, 2021; Exhibit 10.1 therein) | | |
| | | | | | | | | | | | | | | | | | | | |
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 | | 10.38 | | Current Report on Form 8-K (filed on March 26, 2020; Exhibit 10.2 therein) | | |
10(iii) | | 10.8 | | | | Quarterly Report on Form 10-Q (filed on May 11, 2015; Exhibit 10.3 therein) |
10(iii) | | 10.39 | |
| | Current Report on Form 8-K (filed on February 4, 2015; Exhibit 10.1 therein) |
10(iii) | | 10.40 | | | | Current Report on Form 8-K (filed on August 14, 2015; Exhibit 10.1 therein)
|
10(iii) | | 10.41 | | | | Quarterly Report on Form 10-Q (filed on May 5, 2016 ;2, 2023; Exhibit 10.1)
10.2 therein) | | |
10(iii) | | 10.9 | | 10.42 | | | Quarterly Report on Form 10-Q (filed on May 5, 2016;2, 2022; Exhibit 10.2 therein)
| | |
10(iii) | | 10.10 | | 10.43 | | Current Report on Form 8-K (filed on March 25, 2021; Exhibit 10.2 therein) | | |
10(iii) | | 10.11 | | | | Quarterly Report on Form 10-Q (filed on May 5, 2016;2, 2023; Exhibit 10.3 therein) | | |
10(iii) | | 10.12 | | 10.44 | | | Quarterly Report on Form 10-Q (filed on May 5, 2016; Exhibit 10.4 therein) |
10(iii) | | 10.45 | | | | Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.37 therein) |
10(iii) | | 10.46 | | | | Registration Statement No. 333-104653 (filed on April 21, 2003; Exhibit 4(a) therein) |
10(iii) | | 10.47 | | | | Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.39 therein)
|
10(iii) | | 10.48 | | | | Annual Report on Form 10-K (filed on March 1, 2017; Exhibit 10.47 therein)
|
10(iii) | | 10.49 | | | | Filed herewith
|
10(iii) | | 10.50 | | | | Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.42 therein) |
10(iii) | | 10.51 | | | | Current Report on Form 10-Q (filed on August 2, 2017; Exhibit 10.2 therein) |
10(iii) | | 10.52 | | | | Current Report on Form 8-K (filed on February 21, 2017; Exhibit 10.1 therein) |
|
| | | | | | |
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) | | 10.53 | | | | Current Report on Form 8-K (filed on March 27, 2017; Exhibit 10.1 therein) |
10(iii) | | 10.54 | | | | Current Report on Form 8-K (filed on March 27, 2017; Exhibit 10.2 therein) |
10(iii) | | 10.55 | | | | Quarterly Report on Form 10-Q (filed on May 2, 2022; Exhibit 10.3 therein) | | |
10(iii) | | 10.13 | | | | Current Report on Form 8-K (filed on March 27, 2017;25, 2021; Exhibit 10.3 therein) | | |
10(iii) | | 10.14 | | 10.56 | | Filed herewith | | |
10(iii) | | 10.15 | | | | Quarterly Report on Form 10-Q (filed on May 2, 2023; Exhibit 10.4 therein) | | |
10(iii) | | 10.16 | | | | Current Report on Form 8-K (filed on March 27, 2017;May 16, 2022; Exhibit 10.410 therein) | | |
10(iii) | | 10.17 | | 10.57 | | Quarterly Report on Form 10-Q (filed on August 1, 2023; Exhibit 10.1 therein) | | |
10(iii) | | 10.18 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.3 therein) | | |
10(iii) | | 10.19 | | 10.58 | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.4 therein) |
10(iii) | | | 10.59 | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.5 therein) |
10(iii) | | 10.60 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.6 therein) |
10(iii) | | 10.61 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.7 therein) |
10(iii) | | 10.62 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.8 therein) |
10(iii) | | 10.63 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.9 therein) |
10(iii) | | 10.64 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.10 therein) |
10(iii) | | 10.65 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.11 therein) |
10(iii) | | 10.66 | | | | Current Report on Form 8-K (filed on October 14, 2014; Exhibit 10 therein) |
|
| | | | | | | | | | | | | | | | | | | |
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) | | 10.20 | | 10.67 | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.5 therein) | | |
10(iii) | | 10.21 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.6 therein) | | |
10(iii) | | 10.22 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.7 therein) | | |
10(iii) | | 10.23 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.8 therein) | | |
10(iii) | | 10.24 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.9 therein) | | |
10(iii) | | 10.25 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.10 therein) | | |
10(iii) | | 10.26 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.11 therein) | | |
10(iii) | | 10.27 | | | | Current Report on Form 8-K (filed on October 14, 2014; Exhibit 10 therein) | | |
10(iii) | | 10.28 | | | | Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.53 therein) | | |
10(iii) | | 10.29 | | 10.68 | | | Quarterly Report on Form 10-Q (filed on November 2, 2017; Exhibit 10 therein) | | |
10(iii) | | 10.30 | | 10.69 | | | Quarterly Report on Form 10-Q (filed on July 31, 2018; Exhibit 10 therein) | | |
10(iii) | | 10.31 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.124.23 therein) | | |
10(iii) | | 10.32 | | 10.70 | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.134.24 therein) | | |
10(iii) | | 10.33 | | 10.71 | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.144.25 therein) | | |
10(iii) | | 10.34 | | 10.72 | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.154.26 therein) | | |
10(iii) | | 10.35 | | 10.73 | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.164.27 therein) |
10(iii) | | | 10.74 | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.17 therein) |
10(iii) | | 10.75 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.18 therein) |
10(iii) | | 10.76 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.19 therein) |
10(iii) | | 10.77 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.20 therein) |
10(iii) | | 10.78 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.21 therein) |
10(iii) | | 10.79 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.22 therein) |
|
| | | | | | |
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) | | 10.80 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.23 therein) |
10(iii) | | 10.81 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.24 therein) |
10(iii) | | 10.82 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.25 therein) |
10(iii) | | 10.83 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.26 therein) |
10(iii) | | 10.84 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.27 therein) |
10(iii) | | 10.85 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.28 therein) |
10(iii) | | 10.86 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.29 therein) |
10(iii) | | 10.87 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.30 therein) |
10(iii) | | 10.88 | | | | Annual Report on Form 10-K (filed on February 26, 2014; Exhibit 10.66 therein) |
10(iii) | | 10.89 | | | | Quarterly Report on Form 10-Q (filed on May 11, 2015; Exhibit 10.5 therein) |
10(iii) | | 10.90 | | | | Quarterly Report on Form 10-Q (filed on May 11, 2015; Exhibit 10.6 therein) |
10(iii) | | 10.91 | | | | Filed herewith
|
10(iii) | | 10.92 | | | | Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.77 therein) |
10(iii) | | 10.93 | | | | Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.76 therein) |
10(iii) | | 10.94 | | | | Filed herewith
|
10(iii) | | 10.95 | | | | Annual Report on Form 10-K (filed on February 26, 2014; Exhibit 10.69 therein) |
10(iii) | | 10.96 | | | | Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.76 therein)
|
10(iii) | | 10.97 | | | | Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.84 therein) |
| | | | | | | | | | | | | | | | | | | | | | |
10(iii) | | 10.36 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.28 therein) | | |
10(iii) | | 10.37 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.29 therein) | | |
10(iii) | | 10.38 | | | | Registration Statement No. 333-185704 (filed on December 27, 2012; Exhibit 4.30 therein) | | |
10(iii) | | 10.39 | | | | Annual Report on Form 10-K (filed on February 27, 2019; Exhibit 10.49 therein) | | |
10(iii) | | 10.40 | | | | Quarterly Report on Form 10-Q (filed on May 11, 2015; Exhibit 10.5 therein) | | |
10(iii) | | 10.41 | | | | Quarterly Report on Form 10-Q (filed on May 11, 2015; Exhibit 10.6 therein) | | |
10(iii) | | 10.42 | | | | Annual Report on Form 10-K (filed on February 27, 2018; Exhibit 10.91 therein) | | |
10(iii) | | 10.43 | | | | Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.77 therein) | | |
10(iii) | | 10.44 | | | | Quarterly Report on Form 10-Q (filed on May 1, 2019; Exhibit 10.4 therein) | | |
10(iii) | | 10.45 | | | | Annual Report on Form 10-K (filed on February 27, 2019; Exhibit 10.56 therein) | | |
10(iii) | | 10.46 | | | | Filed herewith | | |
10(iii) | | 10.47 | | | | Quarterly Report on Form 10-Q (filed on May 4, 2021; Exhibit 10.4 therein) | | |
10(iii) | | 10.48 | | | | Quarterly Report on Form 10-Q (filed on August 3, 2021; Exhibit 10.3 therein) | | |
10(iii) | | 10.49 | | | | Quarterly Report on Form 10-Q (filed on May 2, 2022; Exhibit 10.5 therein) | | |
10(iii) | | 10.50 | | | | Annual Report on Form 10-K (filed on February 28, 2022; Exhibit 10.49 therein) | | |
13 | | 13 | | | | Filed herewith
| | |
21 | | 21 | | | | Filed herewith | | |
23 | | 23 | | | | Filed herewith | | |
24 | | 24 | | | | Filed herewith | | |
31 | | 31.1 | | | | Filed herewith | | |
| | | | | | | | | | | | | | | | | | | | |
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 |
| | | | | | | | | | | | | | | | | | | | | | |
31 | | 31.2 | | | | Filed herewith | | |
32 | | 32.1 | | | | Furnished herewith | | |
32 | | 32.2 | | | | Furnished herewith | | |
97 | | 97 | | | | Filed herewith | | |
99 | | 99 | | | | 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 | | |
|
| | | | | | |
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) | | 10.98 | | | | Annual Report on Form 10-K (filed on March 1, 2017; Exhibit 10.92 therein) |
10(iii) | | 10.99 | | | | Filed herewith
|
10(iii) | | 10.100 | | | | Current Report on Form 8-K (filed on May 16, 2017; Exhibit 10 therein) |
10(iii) | | 10.101 | | | | Current Report on Form 8-K (filed on August 11, 2015; Exhibit 10.1 therein) |
10(iii) | | 10.102 | | | | Current Report on Form 8-K (filed on February 2, 2016; Exhibit 10 therein) |
10(iii) | | 10.103 | | | | Quarterly Report on Form 10-Q (filed on August 3, 2016; Exhibit 10.1 therein) |
10(iii) | | 10.104 | | | | Annual Report on Form 10-K (filed on March 1, 2017; Exhibit 10.96 therein) |
10(iii) | | 10.105 | | | | Annual Report on Form 10-K (filed on February 26, 2014; Exhibit 10.82 therein) |
10(iii) | | 10.106 | | | | Annual Report on Form 10-K (filed on March 2, 2015; Exhibit 10.90 therein) |
10(iii) | | 10.107 | | | | Annual Report on Form 10-K (filed on February 29, 2016; Exhibit 10.90 therein) |
10(iii) | | 10.108 | | | | Annual Report on Form 10-K (filed on March 1, 2017; Exhibit 10.100 therein)
|
10(iii) | | 10.109 | | | | Filed herewith |
11 | | 11 | | | | Filed herewith |
13 | | 13 | | | | Filed herewith
|
21 | | 21 | | | | Filed herewith |
23 | | 23 | | | | Filed herewith |
24 | | 24 | | | | Filed herewith |
31 | | 31.1 | | | | Filed herewith |
31 | | 31.2 | | | | Filed herewith |
32 | | 32.1 | | | | Furnished herewith |
32 | | 32.2 | | | | Furnished herewith |
|
| | | | | | |
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 |
99 | | 99 | | | | Furnished herewith |
101 | | 101.INS | | XBRL Instance Document | | Filed herewith |
101 | | 101.SCH | | XBRL Taxonomy Extension Schema Document | | Filed herewith |
101 | | 101.CAL | | | | Filed herewith |
101 | | 101.DEF | | | | Filed herewith |
101 | | 101.LAB | | | | Filed herewith |
101 | | 101.PRE | | | | Filed herewith |