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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A -- No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number 1-9518
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THE PROGRESSIVE CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 34-0963169
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6300 Wilson Mills Road, Mayfield Village, Ohio 44143
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(Address of principal executive offices) (Zip Code)
(440) 461-5000
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Shares, $1.00 Par Value New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant at January 31, 1998: $6,748,111,562.50
The number of the registrant's Common Shares, $1.00 par value, outstanding as of
February 27, 1998: 72,427,300
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders for the year ended
December 31, 1997 are incorporated by reference in Parts I, II and IV hereof.
Portions of the registrant's Proxy Statement dated March 17, 1998, for the
Annual Meeting of Shareholders to be held on April 24, 1998, are incorporated by
reference in Part III hereof.
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This Form 10-K/A-No. 1 is being filed to replace, in its entirety, Exhibit
10(H), which was originally included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, filed with the Commission on
March 27, 1998.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
THE PROGRESSIVE CORPORATION
March 30, 1998 BY: /s/ David M. Schneider
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David M. Schneider
Secretary of the Registrant
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Exhibit No.
Under Reg. Form 10-K If Incorporated by Reference, Documents with Which
S-K, Item 601 Exhibit No. Description of Exhibit Exhibit was Previously Filed with SEC
(3)(i) 3(A) Amended Articles of Incorporation Quarterly Report on Form 10-Q
of The Progressive Corporation (Filed with SEC on April 23, 1993; see
("Progressive"), as amended Exhibit 3 therein)
(3)(ii) 3(B) Code of Regulations of Progressive Quarterly Report on Form 10-Q (filed with
SEC on May 15, 1997; see Exhibit 3 therein)
(4) 4(A) Indenture dated as of November Annual Report on Form 10-K (Filed with SEC
15, 1988 between Progressive on March 29, 1994; see Exhibit 4(B) therein)
and State Street Bank and
Trust Company (successor in
interest to Rhode Island
Hospital Trust National Bank),
as Trustee ("Subordinated
Indenture") (including Table
of Contents and cross-reference
sheet)
(4) 4(B) Form of 10 1/8% Subordinated Notes Annual Report on Form 10-K (Filed with SEC
due 2000 issued in the aggregate on March 29, 1994; see Exhibit 4(C) therein)
principal amount of $150,000,000
under the Subordinated Indenture
(4) 4(C) Indenture dated as of November 15, Annual Report on Form 10-K (Filed with
1988 between Progressive and State SEC on March 29, 1994; see Exhibit 4(D) therein)
Street Bank and Trust Company (successor
in interest to The First National
Bank of Boston), as Trustee ("1988
Senior Indenture") (including Table
of Contents and cross-reference sheet)
(4) 4(D) Form of 10% Notes due 2000 issued in Annual Report on Form 10-K (Filed with SEC
the aggregate principal amount of on March 29, 1994; see Exhibit 4(E) therein)
$150,000,000 under the 1988 Senior
Indenture
(4) 4(E) Form of 8 3/4% Notes due 1999 issued in Annual Report on Form 10-K (Filed with SEC
the aggregate principal amount of on March 28, 1995; see Exhibit 4(F) therein)
$30,000,000 under the 1988 Senior
Indenture
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EXHIBIT INDEX
Exhibit No. If Incorporated by Reference, Documents
Under Reg. Form 10-K with Which Exhibit was Previously Filed
S-K, Item 601 Exhibit No. Description of Exhibit with SEC
(4) 4(F) $10,000,000 Unsecured Line of Credit Contained in Exhibit Binder
with National City Bank (dated May 23,
1990; renewed May 20, 1992; amended
February 1, 1994 and May 1, 1997)
(4) 4(G) Indenture dated as of September 15, 1993 Quarterly Report on Form 10-Q (Filed
between Progressive and State Street with SEC on November 5, 1993; see
Bank and Trust Company (successor in Exhibit 4(A) therein)
interest to The First National Bank of
Boston), as Trustee ("1993 Senior
Indenture") (including Table of Contents
and cross-reference sheet)
(4) 4(H) Form of 7% Notes due 2013 issued in the Quarterly Report on Form 10-Q (Filed
aggregate principal amount of with SEC on November 5, 1993; see
$150,000,000 under the 1993 Senior Exhibit 4(B) therein)
Indenture
(4) 4(I) Form of 6.60% Notes due 2004 issued in Annual Report on Form 10-K (Filed with
the aggregate principal amount of SEC on March 29, 1994; see Exhibit 4(L)
$200,000,000 under the 1993 Senior therein)
Indenture
(4) 4(J) First Supplemental Indenture dated March Registration Statement No. 333-0175 (Filed
15, 1996 between the Registrant and with SEC on March 15, 1996; see Exhibit
State Street Bank and Trust Company, 4.2 therein)
evidencing the designation of State
Street Bank and Trust Company, as
successor Trustee under the 1993 Senior
Indenture
(4) 4(K) Form of 7.30% Notes due 2006, issued in Quarterly Report on Form 10-Q (Filed
the aggregate principal amount of with SEC on July 31, 1996; see Exhibit 4
$100,000,000 under the Senior Indenture therein)
dated September 15, 1993, between the
Company and State Street Bank and Trust,
as amended and supplemented
(10)(i) 10(A) Construction Agreements dated November Contained in Exhibit Binder
3, 1997 between Progressive Casualty
Insurance Company, and HCB Contractors
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EXHIBIT INDEX
Exhibit No. If Incorporated by Reference, Documents
Under Reg. Form 10-K with Which Exhibit was Previously Filed
S-K, Item 601 Exhibit No. Description of Exhibit with SEC
(10)(iii) 10(B) The Progressive Corporation 1997 Annual Report on Form 10-K (Filed with SEC
Gainsharing Plan on March 31, 1997; see Exhibit 10(B) therein)
(10)(iii) 10(C) The Progressive Corporation 1997 Annual Report on Form 10-K (Filed with SEC
Executive Bonus Plan on March 31, 1997; see Exhibit 10(D) therein)
(10)(iii) 10(D) The Progressive Corporation 1996 Process Quarterly Report on Form 10-Q (Filed with SEC
Management Bonus Plan on May 1, 1996; see Exhibit 10(A) therein)
(10)(iii) 10(E) The Progressive Corporation Directors Quarterly Report on Form 10-Q (Filed
Deferral Plan (Amendment and with SEC on November 13, 1996; see
Restatement), as further amended on Exhibit 10 therein)
October 25, 1996
(10)(iii) 10(F) The Progressive Corporation 1989 Annual Report on Form 10-K (Filed with
Incentive Plan (amended and restated as SEC on March 30, 1993; see Exhibit 10(G)
of April 24, 1992, as further amended on therein)
July 1, 1992 and February 5, 1993)
(10)(iii) 10(G) Share Option Agreement dated March 17, Annual Report on Form 10-K (Filed with
1989, between Progressive and David M. SEC on March 28, 1995; see Exhibit 10(H)
Schneider therein)
(10)(iii) 10(H) The Progressive Corporation 1998 Contained in Exhibit Binder
Directors' Stock Option Plan
(10)(iii) 10(I) The Progressive Corporation 1990 Contained in Exhibit Binder
Directors' Stock Option Plan (Amended
and Restated as of April 24, 1992 and as
further amended on July 1, 1992)
(10)(iii) 10(J) Agreement dated March 11, 1996 with Annual Report on Form 10-K (Filed with SEC on
Bruce W. Marlow March 15, 1996; see Exhibit 10(H) therein)
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EXHIBIT INDEX
Exhibit No. If Incorporated by Reference, Documents
Under Reg. Form 10-K with Which Exhibit was Previously Filed
S-K, Item 601 Exhibit No. Description of Exhibit with SEC
(10)(iii) 10(K) Amending Agreement dated April 1, 1996 Quarterly Report on Form 10-Q (Filed
between the Company and Bruce W. Marlow with SEC on July 31, 1996; see Exhibit
relating to certain outstanding stock 10 therein)
options previously granted to Mr. Marlow
(10)(iii) 10(L) The Progressive Corporation 1995 Annual Report on Form 10-K (Filed with SEC on
Incentive Plan March 28, 1995; see Exhibit 10(L) therein)
(10)(iii) 10(M) The Progressive Corporation Executive Contained in Exhibit Binder
Deferred Compensation Plan (Amended and
Restated as of January 1, 1997), as
further amended December 1, 1997
(10)(iii) 10(N) Form of Non-Qualified Stock Option Quarterly Report on Form 10-Q (Filed
Agreement under The Progressive with SEC on May 1, 1996; see Exhibit
Corporation 1989 Incentive Plan (single 10(B) therein)
award)
(10)(iii) 10(O) Form of Non-Qualified Stock Option Quarterly Report on Form 10-Q (Filed
Agreement under The Progressive with SEC on May 1, 1996; see Exhibit
Corporation 1989 Incentive Plan 10(C) therein)
(multiple awards)
(11) 11 Computation of Earnings Per Share Contained in Exhibit Binder
(12) 12 Computation of Ratio of Earnings to Contained in Exhibit Binder
Fixed Charges
(13) 13 The Progressive Corporation 1997 Annual Contained in Exhibit Binder
Report
(21) 21 Subsidiaries of The Progressive Contained in Exhibit Binder
Corporation
(23) 23 Consent of Independent Accountants Incorporated herein by reference to page
28 of this Annual Report on Form 10-K
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EXHIBIT INDEX
Exhibit No. If Incorporated by Reference, Documents
Under Reg. Form 10-K with Which Exhibit was Previously Filed
S-K, Item 601 Exhibit No. Description of Exhibit with SEC
(24) 24 Powers of Attorney Contained in Exhibit Binder
(27) 27 Financial Data Schedule for current These exhibits are contained in the EDGAR filing of
period and Restated Financial the Annual Report on Form 10-K for the year ended
Data Schedules for other periods December 31, 1997 only
No other exhibits are required to be filed herewith pursuant to Item
601 of Regulation S-K.
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