Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2021
OR
¨
Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the transition period from __________to__________
Commission file number 001-09518
A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:
THE PROGRESSIVE CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
B.
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
THE PROGRESSIVE CORPORATION
6300 WILSON MILLS ROAD
MAYFIELD VILLAGE, OHIO 44143
REQUIRED INFORMATION
See the attached Financial Statements for The Progressive Corporation Executive Deferred Compensation Plan, as of December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
The Progressive Corporation Executive Deferred Compensation Plan
By:
/s/ Mariann Wojtkun Marshall
Name:
Mariann Wojtkun Marshall
Authorized Signatory
Date:
March 8, 2022
THE PROGRESSIVE CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
FINANCIAL STATEMENTS
WITH
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
As of December 31, 2021 and 2020
and for Each of the Three Years in the Period Ended December 31, 2021
INDEX
Page
Report of Independent Registered Public Accounting Firm
1
Financial Statements:
Statement of Net Assets Available for Benefits
2
Statement of Changes in Net Assets Available for Benefits
3
Notes to Financial Statements
4
-
9
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
The Progressive Corporation
Cleveland, Ohio
Opinion of the Financial Statements
We have audited the accompanying Statement of Net Assets Available for Benefits of The Progressive Corporation Executive Deferred Compensation Plan (the “Plan”) as of December 31, 2021 and 2020 and the related Statements of Changes in Net Assets Available for Benefits for each of the three years in the period ended December 31, 2021 and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2021 and 2020 and the changes in net assets available for benefits for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Meaden & Moore, Ltd.
MEADEN & MOORE, LTD.
We have served as the Plan’s auditor since 1999.
Cleveland, Ohio
March 8, 2022
- 1 -
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
The Progressive Corporation
Executive Deferred Compensation Plan
December 31
2021
2020
Assets:
Employer Receivables
$
4,354,419
$
3,735,681
Investments, at Fair Value:
Common Shares of The Progressive Corporation
333,382,824
355,495,939
Other investments
189,062,709
167,229,605
Total Investments
522,445,533
522,725,544
Net Assets Available for Benefits
$
526,799,952
$
526,461,225
See accompanying notes.
- 2 -
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
The Progressive Corporation
Executive Deferred Compensation Plan
Year Ended December 31
2021
2020
2019
Additions to Net Assets Attributed to:
Contributions:
Employer
$
14,056,829
$
15,030,336
$
12,565,836
Net appreciation/(depreciation) in the fair value of investments
(15,117,441)
76,846,446
48,682,510
Net realized gains
46,723,486
39,749,288
33,301,260
Dividends
28,617,181
15,139,586
16,506,120
Revenue Share - see footnote 2
18,857
20,070
31,728
Total Additions
74,298,912
146,785,726
111,087,454
Deductions from Net Assets Attributed to:
Benefits paid to participants
73,960,185
64,553,904
54,341,559
Net Increase/(Decrease)
338,727
82,231,822
56,745,895
Net Assets Available for Benefits:
Beginning of Year
526,461,225
444,229,403
387,483,508
End of Year
$
526,799,952
$
526,461,225
$
444,229,403
See accompanying notes.
- 3 -
NOTES TO FINANCIAL STATEMENTS
The Progressive Corporation
Executive Deferred Compensation Plan
December 31, 2021 and 2020
1 Description of the Plan
The Progressive Corporation Executive Deferred Compensation Plan (the "Plan") became effective January 1, 1995, and is maintained pursuant to a 2018 Amendment and Restatement. The Plan permits eligible executives of The Progressive Corporation (the "Company") and certain of its subsidiaries to defer all, or a portion, of their bonuses, annual restricted stock unit awards and incentive awards payable under certain bonus and incentive plans of the Company. Eligible executives include those with bonus targets of at least 35% and other employees designated by the Compensation Committee of the Company's Board of Directors. Plan participation is voluntary.
Eligible executives who wish to participate in the Plan must enter into an irrevocable deferral agreement specifying the portion of the bonus and/or annual stock award to be deferred. Participants must enter into a different deferral agreement for each bonus or other incentive award prior to the year in which the bonus or incentive award is earned. Deferral agreements relating to annual stock awards must be entered into before the year in which the award is granted. Except as described in these notes, each Participant may elect to transfer any portion of their account from one investment fund to another on any day the New York Stock Exchange is open, but not more frequently than twice per calendar quarter.
The Plan is intended to be an unfunded Plan providing benefits for a select group of management and highly compensated employees for purposes of the Employee Retirement Income Security Act of 1974 ("ERISA") and is, therefore, exempt from certain ERISA requirements.
A deferral account is established for all deferrals that relate to the same payout date. The account is credited with an amount equal to the initial amounts deferred as of the date such amounts otherwise would have been paid to the participant in cash. All amounts initially credited to each account will be deemed to be invested in the investment fund selected by the participant. Any deferral of a stock award granted on or after March 17, 2005, shall be deemed to be invested in the company stock fund until the deferral account has been distributed or withdrawn. The gains or losses of each investment fund are allocated among the appropriate accounts based on the proportion each participant's account balance bears to the total account balances for all participants. Each participant’s benefit at any date is equal to the value of his/her account as of that date.
All deferrals credited to a deferral account will be deemed to be invested in one or more of the investment funds available under the Plan, based on the participant's investment election. Investment funds include common shares of the Company, a money market fund, and several stock and bond mutual funds. Income from each fund is deemed to be reinvested in the fund that produced the income.
The investment funds available under the Plan are merely devices used to calculate gains and losses on the amounts deferred by Plan participants. No participant has any rights or interests in any particular funds, securities or property of the Company or the Trust described in Note 4, or in any investment vehicle in which deferrals are deemed to be invested, by virtue of any investment election. Each deferral account, however, shall be credited or charged in accordance with the Plan with gains and losses as if the participant in fact had made a corresponding actual investment.
The balance of each deferral account will be distributed to the participant after the earlier of death, termination of employment, change in control of the Company, or the date on which any fixed deferral period elected by the participant expires. Distribution may also be made with the consent of the Plan committee if the participant experiences an unforeseeable emergency. A participant's fixed deferral period election is irrevocable.
Distributions made on account of the participant's death, unforeseeable emergency, or change in control of the Company will be paid in a lump sum. Distributions made on account of the participant's termination of employment or expiration of a fixed deferral period will be paid in either a lump sum or in three, five or ten annual installments, as elected by the participant. Distributions of deferred stock awards granted in 2005 and later years will be made in common shares of the Company; all other Plan distributions will be made in cash.
The above description is provided for informational purposes. Participants should refer to the Plan documents for a more complete description of the Plan's provisions.
- 4 -
NOTES TO FINANCIAL STATEMENTS
The Progressive Corporation
Executive Deferred Compensation Plan
December 31, 2021 and 2020
2 Summary of Significant Accounting Policies
General:
The accompanying financial statements have been prepared on an accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP").
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Investment Valuation:
The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2021 and 2020.
The investment in common shares of the Company is valued at the last reported close price on the New York Stock Exchange on the last business day of the year. Investments in the stock and bond mutual funds and money market fund are valued at market. Market values for these investments were determined by quoted prices, which represent the net asset value of shares held by the Plan at December 31.
Investment securities are exposed to various risks such as interest rate, market and credit risks. Market values of securities fluctuate based on the magnitude of changing market conditions. Significant changes in market conditions could materially affect Plan investments.
Fair Value:
As defined in Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurement, fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The accounting guidance establishes a framework for measuring fair value, establishes a fair value hierarchy based on inputs used to measure fair value, and expands disclosure about fair value measurements.
The Plan has categorized its financial instruments, based on the degree of subjectivity inherent in the valuation technique, into a fair value hierarchy of three levels, as follows:
Level 1: Inputs are unadjusted, quoted prices in active markets for identical instruments at the measurement date (e.g. active exchange-traded equity securities).
Level 2: Inputs (other than quoted prices included within Level 1) that are observable for the instrument either directly or indirectly. This includes: (i) quoted prices for similar instruments in active markets, (ii) quoted prices for identical or similar instruments in markets that are not active, (iii) inputs other than quoted prices that are observable for the instruments, and (iv) inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3: Inputs that are unobservable. Unobservable inputs reflect the reporting entity’s subjective evaluation about the assumptions market participants would use in pricing the financial instrument.
- 5 -
NOTES TO FINANCIAL STATEMENTS
The Progressive Corporation
Executive Deferred Compensation Plan
December 31, 2021 and 2020
2 Summary of Significant Accounting Policies, Continued
The composition of the investment portfolio as of December 31 was:
Description
12/31/2021
Level 1
Level 2
Level 3
Money Market Fund
$
20,880,248
$
20,880,248
$
—
$
—
Mutual Funds
168,182,461
168,182,461
—
—
Common Stock
333,382,824
333,382,824
—
—
Total
$
522,445,533
$
522,445,533
$
—
$
—
Description
12/31/2020
Level 1
Level 2
Level 3
Money Market Fund
$
23,856,769
$
23,856,769
$
—
$
—
Mutual Funds
143,372,836
143,372,836
—
—
Common Stock
355,495,939
355,495,939
—
—
Total
$
522,725,544
$
522,725,544
$
—
$
—
Subsequent Events:
Management evaluates events occurring subsequent to the date of the financial statements in determining the accounting for and disclosure of transactions and events that affect the financial statements.
Other:
Investment transactions are recorded on a trade date basis.
Realized gains and losses on the sale or distribution of securities are determined based on the average cost of the securities sold.
Dividends are recorded on their payment date for shareholders of record on the ex-dividend date. Interest and other investment income are recorded as earned on the accrual basis.
Short-term trading fees are imposed by some funds in the Plan if any shares are sold, withdrawn or transferred out, after holding them for less than a specified period of time.
Administrative expenses of the Plan, including trust management, legal and other fees, are paid by the Company.
Revenue Share:
For any investment that generates revenue share for Fidelity Management Trust Company (FMTC), the trustee of the rabbi trust described in Note 4, FMTC is returning that revenue share back to the Plan and the Plan in turn returns that revenue to the participants who are invested in those funds. This fee credit is issued to participants quarterly.
- 6 -
NOTES TO FINANCIAL STATEMENTS
The Progressive Corporation
Executive Deferred Compensation Plan
December 31, 2021 and 2020
3 Participant Accounts
At December 31, 2021 and 2020, there were 112 and 97 Plan participants, respectively.
Effective September 30, 2021 The Fidelity Mid Cap Stock Fund - Class K was removed. All existing balances were transferred to the Vanguard Mid-Cap Index Fund Institutional Shares.
Participant balances for all funds are maintained in shares. Share values are determined on a periodic basis. The total number of shares and share values as of December 31, 2021 and 2020, by fund, were as follows:
2021
Ticker
Total Number
Net Asset
Fair
Investment Options
Symbol
of Shares
Share Value ($)
Value
American Beacon Small Cap Value Fund
Class Institutional
AVFIX
13,797.34
28.68
$
395,708
Fidelity Diversified International K6 Fund
FKIDX
139,041.79
15.42
2,144,024
Fidelity Low-Priced Stock K6 Fund
FLKSX
124,268.05
15.35
1,907,515
Fidelity Mid-Cap Stock Fund - Class K
FKMCX
—
42.20
—
John Hancock Small Cap Core Fund Class A
JCCAX
4,959.70
16.86
83,621
Oakmark Equity And Income Fund Class I
OAKBX
41,603.62
34.28
1,426,172
PIMCO Total Return Fund Institutional Class
PTTRX
2,028,284.11
10.27
20,830,478
Templeton World Fund Class A
TEMWX
6,689.95
15.03
100,550
*
The Progressive Corporation
PGR
3,247,762.53
102.65
333,382,824
Vanguard Balanced Index Fund Institutional Shares
VBAIX
271,016.92
49.02
13,285,250
Vanguard Federal Money Market Fund Investor Shares
VMFXX
20,880,248.55
1.00
20,880,248
Vanguard Growth Index Fund Institutional Shares
VIGIX
54,209.66
165.16
8,953,267
Vanguard Institutional Index Fund Institutional
Plus Shares
VIIIX
194,474.86
405.80
78,917,898
Vanguard Mid-Cap Index Fund Institutional Shares
VMCIX
122,899.89
69.69
8,564,893
Vanguard Small-Cap Index Fund
Institutional Plus Shares
VSCPX
17,635.22
312.78
5,515,944
Vanguard Total Bond Market Index Fund
Institutional Plus Shares
VBMPX
1,177,622.80
11.19
13,177,599
Vanguard Total International Stock Index Fund
Institutional Shares
VTSNX
27,387.94
136.77
3,745,849
Vanguard Value Index Fund Institutional Shares
VIVIX
121,572.93
57.37
6,974,639
Wasatch Small Cap Growth Fund
WAAEX
43,207.00
49.97
2,159,054
$
522,445,533
*
Includes 2,411,401.36 common shares distributable in common shares.
- 7 -
NOTES TO FINANCIAL STATEMENTS
The Progressive Corporation
Executive Deferred Compensation Plan
December 31, 2021 and 2020
3 Participant Accounts, Continued
2020
Ticker
Total Number
Net Asset
Fair
Investment Options
Symbol
of Shares
Share Value ($)
Value
American Beacon Small Cap Value Fund
Class Institutional
AVFIX
12,635.59
25.09
$
317,027
Fidelity Diversified International K6 Fund
FKIDX
174,427.47
13.74
2,396,633
Fidelity Low-Priced Stock K6 Fund
FLKSX
118,846.73
12.99
1,543,819
Fidelity Mid-Cap Stock Fund - Class K
FKMCX
49,498.47
37.18
1,840,353
John Hancock Small Cap Core Fund Class A
JCCAX
5,453.37
15.37
83,818
Oakmark Equity And Income Fund Class I
OAKBX
51,358.66
30.63
1,573,116
PIMCO Total Return Fund Institutional Class
PTTRX
1,793,118.55
10.60
19,007,057
Templeton World Fund Class A
TEMWX
7,436.99
14.13
105,085
*
The Progressive Corporation
PGR
3,595,225.92
98.88
355,495,939
Vanguard Balanced Index Fund Institutional Shares
VBAIX
101,291.37
44.35
4,492,272
Vanguard Federal Money Market Fund Investor Shares
VMFXX
23,856,769.46
1.00
23,856,769
Vanguard Growth Index Fund Institutional Shares
VIGIX
52,106.28
130.47
6,798,306
Vanguard Institutional Index Fund Institutional
Plus Shares
VIIIX
214,744.01
331.48
71,183,344
Vanguard Mid-Cap Index Fund Institutional Shares
VMCIX
85,411.23
56.64
4,837,692
Vanguard Small-Cap Index Fund
Institutional Plus Shares
VSCPX
18,067.79
269.07
4,861,500
Vanguard Total Bond Market Index Fund
Institutional Plus Shares
VBMPX
981,646.74
11.62
11,406,735
Vanguard Total International Stock Index Fund
Institutional Shares
VTSNX
35,544.43
129.79
4,613,312
Vanguard Value Index Fund Institutional Shares
VIVIX
132,381.97
46.41
6,143,847
Wasatch Small Cap Growth Fund
WAAEX
38,158.35
56.84
2,168,920
$
522,725,544
*
Includes 2,839,236.86 common shares distributable in common shares.
4 Trust
The Company maintains a Trust to provide a source of funds to assist the Company in meeting its obligations under the Plan. The Trust is irrevocable. The Company is required to make annual deposits to the Trust to the extent necessary to ensure that the value of all Trust assets is sufficient to pay all Plan obligations as of the close of each Plan year. The rights of participants and their beneficiaries under the Plan are merely unsecured contractual rights against the Company and its participating subsidiaries. Participants and beneficiaries have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. All assets of the Trust are subject to the claims of the general creditors of the Company and its participating subsidiaries under federal and state law, should the Company and its participating subsidiaries become unable to pay their debts as they become due or become subject to federal bankruptcy proceedings.
5 Related Party
Certain Plan investment choices are mutual funds managed by Fidelity Management & Research Company (FMR Co.). FMTC is the current trustee of the Trust and, along with FMR Co., is a subsidiary of FMR Corp. These transactions, therefore, qualify as related party transactions. The Plan paid no fees in 2021, 2020 or 2019 for investment management or Trust services.
6 Administration of the Plan
The Plan is administered by a committee consisting of not less than two members of the Company's Board of Directors, all of whom serve on the committee at the pleasure of the Board. The committee has full power to administer the Plan, including, but not limited to, the authority to make and enforce rules and regulations, to interpret the Plan's provisions, to compute amounts payable under the Plan and to authorize disbursements from the Plan and the Trust.
Certain administrative functions are performed by employees of the Company, or its subsidiaries. No such employees receive compensation from the Plan.
- 8 -
NOTES TO FINANCIAL STATEMENTS
The Progressive Corporation
Executive Deferred Compensation Plan
December 31, 2021 and 2020
7 Tax Status
The Plan is not, and is not intended to be, qualified under Section 401 of the Internal Revenue Code.
GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken uncertain tax positions that more-likely-than-not would not be sustained upon examination by applicable taxing authorities. The Plan administrator has analyzed tax positions taken by the Plan and has concluded that, as of December 31, 2021, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or that would require disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions. However, currently no audits for any tax periods are in progress.
8 Right to Terminate
The Company may terminate the Plan at any time and for any reason. Following termination of the Plan, no additional deferrals may be made, but all existing participant accounts will continue to be administered in accordance with the Plan, unless the Company elects to accelerate distribution of all Plan accounts in accordance with Section 409A of the Internal Revenue Code.
