1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 18, 1999 ----------------- THE PROGRESSIVE CORPORATION --------------------------- (Exact name of registrant as specified in its charter) Ohio 1-9518 34-0963169 - --------------- ---------------- -------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) No.) 6300 Wilson Mills Road, Mayfield Village, Ohio 44143 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 440-461-5000 ------------ Not Applicable ------------------------------------------------------------ (Former name or former address, if changed since last report) 2 Item 5. Other Events. The Progressive Corporation (the "Company"), in anticipation of the issuance of $300 million of Notes under the Company's previously filed Registration Statement on Form S-3 (File No. 333-48935) (the "Registration Statement"), is filing (1) an additional Exhibit to the Registration Statement (Computation of Ratio of Earnings to Fixed Charges) and (2) its consolidated balance sheets as of December 31, 1998 and 1997, and the related consolidated statements of income for each of the three years in the period ended December 31, 1998. Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibit is filed as part of this report and as an Exhibit to the Registration Statement: Exhibit No. Description ----------- ----------- 12 Computation of Ratio of Earnings to Fixed Charges The following exhibit is filed solely as part of this report: Exhibit No. Description ----------- ----------- 99 Consolidated Balance Sheets as of December 31, 1998 and 1997, and the Consolidated Statements of Income for each of the three years in the period ended December 31, 1998 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: February 18, 1999 THE PROGRESSIVE CORPORATION By: /s/ David M. Schneider ------------------------ Name: David M. Schneider Title: Secretary 4 EXHIBIT INDEX Exhibit No. Form 8-K Under Reg. Exhibit S-K Item 601 No. Description of Exhibit - ------------ -------- ---------------------- 12 12 Computation of Ratio of Earnings to Fixed Charges 99 99 Consolidated Balance Sheets as of December 31, 1998 and 1997, and the Consolidated Statements of Income for each of the three years in the period ended December 31, 1998