United States securities and exchange commission logo
November 9, 2021
John P. Sauerland
Vice President and Chief Financial Officer
The Progressive Corporation
6300 Wilson Mills Road
Mayfield Village, Ohio 44143
Re: The Progressive
Corporation
Form 10-K for the
Fiscal Year Ended December 31, 2020
Filed March 1, 2021
File No. 001-09518
Dear Mr. Sauerland:
We have reviewed your October 6, 2021 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
September 23, 2021 letter.
Form 10-K for the Fiscal Year Ended December 31, 2020
Item 1A. Risk Factors, page 12
1. Your response to prior
comment 1 states that you have not identified material litigation
risks related to
climate change. Please tell us whether you have identified any indirect
litigation risks that
could have a material impact. Please also tell us about your process for
identifying direct and
indirect litigation risks and assessing materiality.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 29
2. We note your response
to comment 2. Please further explain to us your process for
monitoring developments
in climate change-related legislation, regulations, or
international accords
and how you assessed potential materiality including with respect to
John P. Sauerland
FirstName LastNameJohn P. Sauerland
The Progressive Corporation
Comapany 9,
November NameThe
2021 Progressive Corporation
November
Page 2 9, 2021 Page 2
FirstName LastName
"recent activity" you identified in your response. In addition,
explain how you considered
providing disclosure addressing the difficulties involved in assessing
the timing and effect
of pending climate-related laws, regulations or guidance.
3. Your response to comment 2 notes that you included various Risk
Factors that implicate
potential climate change-related impacts, although climate change may
not be specifically
mentioned. Tell us how you considered providing disclosure that
specifically mentions
climate change.
4. We note your response to comment 3. Please tell us whether you
identified any
planned capital expenditures for climate-related projects and if so,
how you considered
providing disclosure.
5. We reissue in part comment 4. Please tell us in more detail how you
considered providing
a discussion of the significant physical effects of climate change on
your operations and
results. As part of your response, address the potential indirect
weather-related impacts
that have affected or may affect performance by third parties of their
responsibilities under
various contractual or service arrangements and government programs.
In this regard, we
note the second Risk Factor on page 22 of your Form 10-K for fiscal
year ended
December 31, 2020. In addition, tell us whether you considered
catastrophe losses
resulting from events such as hurricanes, hailstorms, tornadoes, and
wind activity as being
a physical effect of climate change and your basis for concluding that
such losses have not
or will not have a material impact on your business, financial
condition, results of
operations, or cash flows.
6. Your response to prior comment 4 states that you did not incur
material weather-related
damage to your properties or other disruptions of your operations
during the time periods
covered by your 10-K. Please provide us with quantitative information
to support this
statement.
7. In response to prior comment 4 you state that you did not experience a
material constraint
on the availability of weather-related reinsurance or a material
increase in the cost of your
reinsurance program. In your response, you also refer to disclosure in
your June 30, 2021
Form 10-Q regarding the rising costs of reinsurance. Please provide us
with additional
information quantifying the weather-related impacts on the cost of
reinsurance and explain
your materiality assessment. In addition, tell us how your disclosure
specifically
addresses the effects of climate change on the availability of
reinsurance.
8. Your response to comment 5 indicates that you have not identified
material transition risks
related to climate change that had affected, or were expected to
materially affect, your
business, financial condition, or results of operations. Please tell
us how you assess
potential transition risks and why you concluded that disclosure was
not required. Your
response should specifically address the different types of transition
risks related to
climate change you considered, including those noted in our prior
comment, and explain
your basis for concluding that they will not have a material impact on
your business,
financial condition, results of operations, or cash flows.
John P. Sauerland
The Progressive Corporation
November 9, 2021
Page 3
9. Your response to comment 6 states that you have not incurred material
compliance
costs related to climate change. Describe the nature of the compliance
costs you have
incurred and provide us with quantitative information supporting your
statement that the
related amounts were not material.
You may contact Todd Schiffman at 202-551-3491 or Erin Purnell at
202-551-3454 if
you have questions regarding these comments.
FirstName LastNameJohn P. Sauerland Sincerely,
Comapany NameThe Progressive Corporation
Division of
Corporation Finance
November 9, 2021 Page 3 Office of Finance
FirstName LastName