10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2019

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

THE PROGRESSIVE CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	34-0963169
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
6300 Wilson Mills Road, Mayfield Village, Ohio	44143
(Address of principal executive offices)	(Zip Code)

(440) 461-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Shares, $1.00 par value: 583,985,804 outstanding at March 31, 2019

1

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

The Progressive Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(unaudited)

Three Months Ended March 31,	2019			2018
(millions — except per share amounts)
Revenues
Net premiums earned	$	8,459.8		$	7,174.0
Investment income	252.9			166.3
Net realized gains (losses) on securities:
Net realized gains (losses) on security sales	46.1			107.0
Net holding period gains (losses) on securities	392.7			(155.2		)
Net impairment losses recognized in earnings	(24.3		)	0
Total net realized gains (losses) on securities	414.5			(48.2		)
Fees and other revenues	130.2			103.8
Service revenues	42.6			34.2
Total revenues	9,300.0			7,430.1
Expenses
Losses and loss adjustment expenses	5,759.0			4,870.8
Policy acquisition costs	710.6			596.2
Other underwriting expenses	1,171.2			980.2
Investment expenses	6.2			6.0
Service expenses	38.1			29.3
Interest expense	47.4			36.8
Total expenses	7,732.5			6,519.3
Net Income
Income before income taxes	1,567.5			910.8
Provision for income taxes	484.7			181.0
Net income	1,082.8			729.8
Net (income) loss attributable to noncontrolling interest (NCI)	(4.4		)	(11.8		)
Net income attributable to Progressive	1,078.4			718.0
Other Comprehensive Income (Loss)
Changes in:
Total net unrealized gains (losses) on fixed-maturity securities	301.1			(154.5		)
Net unrealized losses on forecasted transactions	0.2			0.2
Other comprehensive income (loss)	301.3			(154.3		)
Other comprehensive (income) loss attributable to NCI	(2.3		)	4.0
Comprehensive income attributable to Progressive	$	1,377.4		$	567.7
Computation of Earnings Per Common Share
Net income attributable to Progressive	$	1,078.4		$	718.0
Less: Preferred share dividends	6.7			1.2
Net income available to common shareholders	$	1,071.7		$	716.8
Average common shares outstanding - Basic	583.5			582.0
Net effect of dilutive stock-based compensation	3.1			3.6
Total average equivalent common shares - Diluted	586.6			585.6
Basic: Earnings per common share	$	1.84		$	1.23
Diluted: Earnings per common share	$	1.83		$	1.22

See notes to consolidated financial statements.

2

The Progressive Corporation and Subsidiaries

Consolidated Balance Sheets

(unaudited)

	March 31,						December 31,
(millions — except per share amounts)	2019			2018			2018
Assets
Available-for-sale securities, at fair value:
Fixed maturities (amortized cost: $27,574.5, $22,627.2, and $28,255.9)	$	27,821.9		$	22,420.1		$	28,111.5
Short-term investments (amortized cost: $2,584.7, $3,052.4, and $1,795.9)	2,584.7			3,052.4			1,795.9
Total available-for-sale securities	30,406.6			25,472.5			29,907.4
Equity securities, at fair value:
Nonredeemable preferred stocks (cost: $1,021.1, $659.6, and $1,002.6)	1,095.4			745.9			1,033.9
Common equities (cost: $1,194.3, $1,265.5, and $1,148.9)	3,010.5			3,033.2			2,626.1
Total equity securities	4,105.9			3,779.1			3,660.0
Total investments	34,512.5			29,251.6			33,567.4
Cash and cash equivalents	158.0			190.1			69.5
Restricted cash	0.7			6.5			5.5
Total cash, cash equivalents, and restricted cash	158.7			196.6			75.0
Accrued investment income	172.1			139.2			190.8
Premiums receivable, net of allowance for doubtful accounts of $236.9, $205.4, and $252.1	7,189.8			6,043.8			6,497.1
Reinsurance recoverables	2,842.8			2,239.1			2,696.1
Prepaid reinsurance premiums	446.7			342.8			309.7
Deferred acquisition costs	999.1			842.3			951.6
Property and equipment, net of accumulated depreciation of $1,064.9, $973.8, and $1,033.2	1,127.3			1,112.0			1,131.7
Goodwill	452.7			452.7			452.7
Intangible assets, net of accumulated amortization of $265.6, $193.7, and $247.7	276.7			348.6			294.6
Net deferred income taxes	0			0			43.2
Other assets	671.9			362.2			365.1
Total assets	$	48,850.3		$	41,330.9		$	46,575.0
Liabilities
Unearned premiums	$	11,603.6		$	9,837.8		$	10,686.5
Loss and loss adjustment expense reserves	15,876.6			13,329.0			15,400.8
Net deferred income taxes	38.5			53.2			0
Accounts payable, accrued expenses, and other liabilities	4,594.3			3,414.3			5,046.5
Debt1	4,405.4			3,859.2			4,404.9
Total liabilities	36,518.4			30,493.5			35,538.7
Redeemable noncontrolling interest (NCI)2	221.2			514.2			214.5
Shareholders’ Equity
Serial Preferred Shares (authorized 20.0)
Serial Preferred Shares, Series B, no par value (cumulative, liquidation preference $1,000 per share) (authorized, issued, and outstanding 0.5)	493.9			493.9			493.9
Common shares, $1.00 par value (authorized 900.0; issued 797.5, including treasury shares of 213.5, 215.1, and 214.3)	584.0			582.4			583.2
Paid-in capital	1,496.6			1,401.6			1,479.0
Retained earnings	9,358.1			8,017.9			8,386.6
Accumulated other comprehensive income (loss):
Net unrealized gains (losses) on fixed-maturity securities	195.5			(160.8		)	(105.6		)
Net unrealized losses on forecasted transactions	(17.0		)	(17.8		)	(17.2		)
Accumulated other comprehensive (income) loss attributable to NCI	(0.4		)	6.0			1.9
Total accumulated other comprehensive income (loss) attributable to Progressive	178.1			(172.6		)	(120.9		)
Total shareholders’ equity	12,110.7			10,323.2			10,821.8
Total liabilities, redeemable NCI, and shareholders’ equity	$	48,850.3		$	41,330.9		$	46,575.0

¹ Consists of long-term debt. See Note 4 – Debt for further discussion.

² See Note 12 – Redeemable Noncontrolling Interest for further discussion.

See notes to consolidated financial statements.

3

The Progressive Corporation and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

(unaudited)

Three Months Ended March 31,
(millions — except per share amounts)	2019			2018
Serial Preferred Shares, No Par Value
Balance, Beginning of period	$	493.9		$	0
Issuance of Serial Preferred Shares, Series B	0			493.9
Balance, End of period	493.9			493.9
Common Shares, $1.00 Par Value
Balance, Beginning of period	583.2			581.7
Treasury shares purchased	(0.4		)	(0.7		)
Net restricted equity awards issued/vested	1.2			1.4
Balance, End of period	584.0			582.4
Paid-In Capital
Balance, Beginning of period	1,479.0			1,389.2
Amortization of equity-based compensation	19.6			17.2
Treasury shares purchased	(1.1		)	(1.6		)
Net restricted equity awards issued/vested	(1.2		)	(1.4		)
Reinvested dividends on restricted stock units	0.3			(0.5		)
Adjustment to carrying amount of redeemable noncontrolling interest	0			(1.3		)
Balance, End of period	1,496.6			1,401.6
Retained Earnings
Balance, Beginning of period	8,386.6			6,031.7
Net income attributable to Progressive	1,078.4			718.0
Treasury shares purchased	(24.6		)	(34.9		)
Cash dividends declared on common shares ($0.10 per share and $0)	(58.3		)	0
Cash dividends declared on Serial Preferred Shares, Series B ($26.875 per share and $0)	(13.4		)	0
Reinvested dividends on restricted stock units	(0.3		)	0.5
Cumulative effect of change in accounting principle	0			1,300.2
Reclassification of disproportionate tax effects	0			4.3
Other, net	(10.3		)	(1.9		)
Balance, End of period	9,358.1			8,017.9
Accumulated Other Comprehensive Income (Loss) Attributable to Progressive
Balance, Beginning of period	(120.9		)	1,282.2
Attributable to noncontrolling interest	(2.3		)	4.0
Other comprehensive income	301.3			(154.3		)
Cumulative effect of change in accounting principle	0			(1,300.2		)
Reclassification of disproportionate tax effects	0			(4.3		)
Balance, End of period	178.1			(172.6		)
Total Shareholders’ Equity	$	12,110.7		$	10,323.2

There are 5.0 million Voting Preference Shares authorized; no such shares have been issued.

See notes to consolidated financial statements.

4

The Progressive Corporation and Subsidiaries

Consolidated Statements of Cash Flows        

(unaudited)

Three Months Ended March 31,	2019			2018
(millions)
Cash Flows From Operating Activities
Net income	$	1,082.8		$	729.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	52.6			40.9
Amortization of intangible assets	17.9			18.0
Net amortization of fixed-income securities	0.2			15.0
Amortization of equity-based compensation	19.2			17.4
Net realized (gains) losses on securities	(414.5		)	48.2
Net (gains) losses on disposition of property and equipment	5.1			1.2
Changes in:
Premiums receivable	(692.7		)	(621.3		)
Reinsurance recoverables	(146.7		)	34.3
Prepaid reinsurance premiums	(137.0		)	(139.5		)
Deferred acquisition costs	(47.5		)	(61.8		)
Income taxes	465.2			181.1
Unearned premiums	917.1			934.3
Loss and loss adjustment expense reserves	475.8			242.1
Accounts payable, accrued expenses, and other liabilities	291.5			283.2
Other, net	(20.5		)	24.2
Net cash provided by operating activities	1,868.5			1,747.1
Cash Flows From Investing Activities
Purchases:
Fixed maturities	(4,711.1		)	(5,563.0		)
Equity securities	(93.6		)	(39.9		)
Sales:
Fixed maturities	4,214.7			1,692.4
Equity securities	39.0			428.0
Maturities, paydowns, calls, and other:
Fixed maturities	1,199.7			1,422.6
Net sales (purchases) of short-term investments	(774.1		)	(175.8		)
Net unsettled security transactions	(82.4		)	89.4
Purchases of property and equipment	(75.8		)	(35.8		)
Sales of property and equipment	6.2			1.5
Net cash used in investing activities	(277.4		)	(2,180.6		)
Cash Flows From Financing Activities
Dividends paid to common shareholders	(1,467.9		)	(654.9		)
Dividends paid to preferred shareholders	(13.4		)	0
Acquisition of treasury shares for restricted stock tax liabilities	(26.1		)	(36.8		)
Acquisition of treasury shares acquired in open market	0			(0.4		)
Net proceeds from issuance of Serial Preferred Shares, Series B	0			493.9
Net proceeds from debt issuances	0			589.5
Payments of debt	0			(37.1		)
Proceeds from exercise of equity options	0			0.6
Net cash provided by (used in) financing activities	(1,507.4		)	354.8
Increase (decrease) in cash, cash equivalents, and restricted cash	83.7			(78.7		)
Cash, cash equivalents, and restricted cash – January 1	75.0			275.3
Cash, cash equivalents, and restricted cash – March 31	$	158.7		$	196.6

See notes to consolidated financial statements.

5

The Progressive Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited)

Note 1 Basis of Presentation — The accompanying consolidated financial statements include the accounts of The Progressive Corporation and ARX Holding Corp. (ARX), and their respective wholly owned insurance and non-insurance subsidiaries and affiliates in which Progressive or ARX has a controlling financial interest. The Progressive Corporation owned 86.8% of the outstanding capital stock of ARX at March 31, 2019 and December 31, 2018 and 68.9% at March 31, 2018. The increase in Progressive’s ownership of ARX since March 31, 2018 is primarily due to the minority ARX shareholders exercising their rights to “put” a portion of their shares, including exercised stock options to Progressive pursuant to the ARX stockholders’ agreement. See Note 12 – Redeemable Noncontrolling Interest for further discussion.

The consolidated financial statements reflect all normal recurring adjustments that, in the opinion of management, were necessary for a fair statement of the results for the interim periods presented. The results of operations for the period ended March 31, 2019, are not necessarily indicative of the results expected for the full year. These consolidated financial statements and the notes thereto should be read in conjunction with Progressive’s audited financial statements and accompanying notes included in Exhibit 13 to our Annual Report on Form 10-K for the year ended December 31, 2018 (“2018 Annual Report to Shareholders”).

Other assets on the consolidated balance sheets include properties that are considered “held for sale,” if any. The fair value of these properties, less the estimated cost to sell them, was $52.6 million at March 31, 2019, $5.3 million at March 31, 2018, and $39.3 million at December 31, 2018.

Note 2 Investments — The following tables present the composition of our investment portfolio by major security type, consistent with our classification of how we manage, monitor, and measure the portfolio. Our securities are reported in our Consolidated Balance Sheets at fair value. The changes in fair value for our fixed-maturity securities (other than hybrid securities) are reported as a component of accumulated other comprehensive income, net of deferred income taxes, in our Consolidated Balance Sheets. The net holding period gains (losses) reported below represent the inception-to-date changes in fair value. The changes in the net holding period gains (losses) between periods for the hybrid securities and equity securities are recorded as a component of net realized gains (losses) on securities in our Consolidated Statements of Comprehensive Income.

($ in millions)	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Net Holding Period Gains (Losses)			Fair Value		% of Total Fair Value
March 31, 2019
Available-for-sale securities:
Fixed maturities:
U.S. government obligations	$	9,685.6	$	105.5	$	(20.6	)	$	0		$	9,770.5	28.3	%
State and local government obligations	1,505.5		15.4		(5.1		)	0			1,515.8		4.4
Corporate debt securities	7,870.1		126.3		(19.0		)	0.6			7,978.0		23.1
Residential mortgage-backed securities	609.9		5.7		(2.6		)	0			613.0		1.8
Commercial mortgage-backed securities	3,825.6		35.9		(7.9		)	0			3,853.6		11.2
Other asset-backed securities	3,834.2		10.0		(4.5		)	0.1			3,839.8		11.1
Redeemable preferred stocks	243.6		9.0		(1.2		)	(0.2		)	251.2		0.7
Total fixed maturities	27,574.5		307.8		(60.9		)	0.5			27,821.9		80.6
Short-term investments	2,584.7		0		0			0			2,584.7		7.5
Total available-for-sale securities	30,159.2		307.8		(60.9		)	0.5			30,406.6		88.1
Equity securities:
Nonredeemable preferred stocks	1,021.1		0		0			74.3			1,095.4		3.2
Common equities	1,194.3		0		0			1,816.2			3,010.5		8.7
Total equity securities	2,215.4		0		0			1,890.5			4,105.9		11.9
Total portfolio1,2	$	32,374.6	$	307.8	$	(60.9	)	$	1,891.0		$	34,512.5	100.0	%

6

($ in millions)	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Net Holding Period Gains (Losses)			Fair Value		% of Total Fair Value
March 31, 2018
Available-for-sale securities:
Fixed maturities:
U.S. government obligations	$	9,081.6	$	3.9	$	(127.4	)	$	0		$	8,958.1	30.6	%
State and local government obligations	1,732.3		4.3		(16.4		)	(0.1		)	1,720.1		5.9
Corporate debt securities	6,102.6		4.8		(64.8		)	(1.5		)	6,041.1		20.7
Residential mortgage-backed securities	746.7		9.9		(4.8		)	0			751.8		2.6
Commercial mortgage-backed securities	2,289.8		4.5		(24.8		)	0			2,269.5		7.8
Other asset-backed securities	2,472.4		2.4		(12.9		)	0.2			2,462.1		8.4
Redeemable preferred stocks	201.8		18.6		(1.4		)	(1.6		)	217.4		0.7
Total fixed maturities	22,627.2		48.4		(252.5		)	(3.0		)	22,420.1		76.7
Short-term investments	3,052.4		0		0			0			3,052.4		10.4
Total available-for-sale securities	25,679.6		48.4		(252.5		)	(3.0		)	25,472.5		87.1
Equity securities:
Nonredeemable preferred stocks	659.6		0		0			86.3			745.9		2.5
Common equities	1,265.5		0		0			1,767.7			3,033.2		10.4
Total equity securities	1,925.1		0		0			1,854.0			3,779.1		12.9
Total portfolio1,2	$	27,604.7	$	48.4	$	(252.5	)	$	1,851.0		$	29,251.6	100.0	%

($ in millions)	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Net Holding Period Gains (Losses)			Fair Value		% of Total Fair Value
December 31, 2018
Available-for-sale securities:
Fixed maturities:
U.S. government obligations	$	9,897.4	$	71.2	$	(52.1	)	$	0		$	9,916.5	29.5	%
State and local government obligations	1,654.6		7.3		(12.8		)	0			1,649.1		4.9
Corporate debt securities	8,808.5		13.6		(125.3		)	(2.5		)	8,694.3		25.9
Residential mortgage-backed securities	733.5		6.0		(5.1		)	0			734.4		2.2
Commercial mortgage-backed securities	3,332.8		7.8		(39.0		)	0			3,301.6		9.8
Other asset-backed securities	3,585.4		3.6		(11.8		)	0.1			3,577.3		10.7
Redeemable preferred stocks	243.7		5.9		(3.5		)	(7.8		)	238.3		0.7
Total fixed maturities	28,255.9		115.4		(249.6		)	(10.2		)	28,111.5		83.7
Short-term investments	1,795.9		0		0			0			1,795.9		5.4
Total available-for-sale securities	30,051.8		115.4		(249.6		)	(10.2		)	29,907.4		89.1
Equity securities:
Nonredeemable preferred stocks	1,002.6		0		0			31.3			1,033.9		3.1
Common equities	1,148.9		0		0			1,477.2			2,626.1		7.8
Total equity securities	2,151.5		0		0			1,508.5			3,660.0		10.9
Total portfolio1,2	$	32,203.3	$	115.4	$	(249.6	)	$	1,498.3		$	33,567.4	100.0	%

¹Our portfolio reflects the effect of unsettled security transactions; at March 31, 2019, we had $76.5 million included in “other assets,” compared to $83.6 million and $5.9 million at March 31, 2018 and December 31, 2018, respectively, included in “other liabilities.”

²The total fair value of the portfolio at March 31, 2019 and 2018, and December 31, 2018, included $1.2 billion, $2.1 billion, and $2.9 billion, respectively, of securities held in a consolidated, non-insurance subsidiary of the holding company, net of any unsettled security transactions.

7

At March 31, 2019, bonds and certificates of deposit in the principal amount of $250.7 million were on deposit to meet state insurance regulatory and/or rating agency requirements.

Short-Term Investments Our short-term investments may include commercial paper and other investments that are expected to mature or are redeemable within one year.

We did not have any open repurchase or reverse repurchase transactions in our short-term investment portfolio at March 31, 2019 and 2018, or December 31, 2018. To the extent we enter into repurchase or reverse repurchase transactions, and consistent with past practice, we would elect not to offset these transactions and would report them on a gross basis on our balance sheets, despite the option to elect to offset these transactions as long as they were with the same counterparty and subject to an enforceable master netting arrangement.

Hybrid Securities Included in our fixed-maturity securities are hybrid securities, which are reported at fair value:

	March 31,
(millions)	2019		2018		December 31, 2018
Fixed maturities:
State and local government obligations	$	3.6	$	3.7	$	3.6
Corporate debt securities	161.7		86.4		158.9
Other asset-backed securities	4.0		6.1		4.5
Redeemable preferred stocks	85.4		37.8		77.7
Total hybrid securities	$	254.7	$	134.0	$	244.7

Certain securities in our portfolio are accounted for as hybrid securities because they contain embedded derivatives that are not deemed to be clearly and closely related to the host investments. Since the embedded derivatives (e.g., change-in-control put option, debt-to-equity conversion, or any other feature unrelated to the credit quality or risk of default of the issuer that could impact the amount or timing of our expected future cash flows) do not have observable intrinsic values, we have elected to record the changes in fair value of these securities through income as realized gains or losses.

Fixed Maturities The composition of fixed maturities by maturity at March 31, 2019, was:

(millions)	Cost		Fair Value
Less than one year	$	4,929.9	$	4,934.2
One to five years	16,765.4		16,878.8
Five to ten years	5,818.5		5,945.9
Ten years or greater	60.7		63.0
Total	$	27,574.5	$	27,821.9

Asset-backed securities are classified in the maturity distribution table based upon their projected cash flows. All other securities which do not have a single maturity date are reported based upon expected average maturity. Contractual maturities may differ from expected maturities because the issuers of the securities may have the right to call or prepay obligations.

Gross Unrealized Losses As of March 31, 2019, we had $60.9 million of gross unrealized losses in our fixed-maturity securities. A review of these securities indicated that the issuers were current with respect to their interest obligations and that there was no evidence of deterioration of the current cash flow projections that would indicate we would not receive the remaining principal at maturity.

8

The following tables show the composition of gross unrealized losses by major security type and by the length of time that individual securities have been in a continuous unrealized loss position:

	Total No. of Sec.	Total Fair Value		Gross Unrealized Losses			Less than 12 Months						12 Months or Greater
($ in millions)							No. of Sec.	Fair Value		Unrealized Losses			No. of Sec.	Fair Value		Unrealized Losses
March 31, 2019
Fixed maturities:
U.S. government obligations	42	$	3,174.0	$	(20.6	)	1	$	19.9	$	(0.1	)	41	$	3,154.1	$	(20.5	)
State and local government obligations	162	567.2		(5.1		)	10	31.4		0			152	535.8		(5.1		)
Corporate debt securities	153	2,555.7		(19.0		)	11	175.9		(1.1		)	142	2,379.8		(17.9		)
Residential mortgage-backed securities	63	299.4		(2.6		)	15	139.1		(1.1		)	48	160.3		(1.5		)
Commercial mortgage-backed securities	76	1,294.3		(7.9		)	13	229.1		(0.9		)	63	1,065.2		(7.0		)
Other asset-backed securities	142	1,294.0		(4.5		)	27	296.5		(0.7		)	115	997.5		(3.8		)
Redeemable preferred stocks	2	31.1		(1.2		)	0	0		0			2	31.1		(1.2		)
Total fixed maturities	640	$	9,215.7	$	(60.9	)	77	$	891.9	$	(3.9	)	563	$	8,323.8	$	(57.0	)

	Total No. of Sec.	Total Fair Value		Gross Unrealized Losses			Less than 12 Months						12 Months or Greater
($ in millions)							No. of Sec.	Fair Value		Unrealized Losses			No. of Sec.	Fair Value		Unrealized Losses
March 31, 2018
Fixed maturities:
U.S. government obligations	64	$	7,933.8	$	(127.4	)	37	$	5,954.6	$	(90.7	)	27	$	1,979.2	$	(36.7	)
State and local government obligations	426	1,263.7		(16.4		)	301	890.2		(9.5		)	125	373.5		(6.9		)
Corporate debt securities	348	5,082.9		(64.8		)	290	4,515.1		(56.1		)	58	567.8		(8.7		)
Residential mortgage-backed securities	211	329.3		(4.8		)	36	112.8		(0.5		)	175	216.5		(4.3		)
Commercial mortgage-backed securities	131	1,974.8		(24.8		)	89	1,510.5		(16.2		)	42	464.3		(8.6		)
Other asset-backed securities	208	1,958.5		(12.9		)	129	1,439.1		(8.7		)	79	519.4		(4.2		)
Redeemable preferred stocks	3	26.8		(1.4		)	2	15.3		(0.4		)	1	11.5		(1.0		)
Total fixed maturities	1,391	$	18,569.8	$	(252.5	)	884	$	14,437.6	$	(182.1	)	507	$	4,132.2	$	(70.4	)

	Total No. of Sec.	Total Fair Value		Gross Unrealized Losses			Less than 12 Months						12 Months or Greater
($ in millions)							No. of Sec.	Fair Value		Unrealized Losses			No. of Sec.	Fair Value		Unrealized Losses
December 31, 2018
Fixed maturities:
U.S. government obligations	51	$	4,438.0	$	(52.1	)	2	$	126.6	$	(0.1	)	49	$	4,311.4	$	(52.0	)
State and local government obligations	299	972.4		(12.8		)	49	192.7		(0.3		)	250	779.7		(12.5		)
Corporate debt securities	368	6,723.3		(125.3		)	133	2,613.3		(33.4		)	235	4,110.0		(91.9		)
Residential mortgage-backed securities	228	450.2		(5.1		)	32	248.8		(0.8		)	196	201.4		(4.3		)
Commercial mortgage-backed securities	140	2,328.5		(39.0		)	48	741.2		(8.9		)	92	1,587.3		(30.1		)
Other asset-backed securities	203	2,691.3		(11.8		)	84	1,551.7		(3.2		)	119	1,139.6		(8.6		)
Redeemable preferred stocks	3	48.5		(3.5		)	1	18.9		(0.6		)	2	29.6		(2.9		)
Total fixed maturities	1,292	$	17,652.2	$	(249.6	)	349	$	5,493.2	$	(47.3	)	943	$	12,159.0	$	(202.3	)

Since both March 31, 2018 and December 31, 2018, the number of securities in our fixed-maturity portfolio with unrealized losses decreased, primarily due to valuation increases in nearly all sectors as well as sales of securities in our municipal and corporate portfolios. We had no material decreases in valuation as a result of credit rating downgrades and all of the securities in the table above are current with respect to required principal and interest payments.

9

Other-Than-Temporary Impairment (OTTI) The following table shows the total non-credit portion of the OTTI recorded in accumulated other comprehensive income, reflecting the original non-credit loss at the time the credit impairment was determined (i.e., unadjusted for valuation changes subsequent to the original write-down):

 

	March 31,						December 31, 2018
(millions)	2019			2018
Fixed maturities:
Residential mortgage-backed securities	$	(19.7	)	$	(19.7	)	$	(19.7	)
Commercial mortgage-backed securities	(0.1		)	(0.3		)	(0.1		)
Total fixed maturities	$	(19.8	)	$	(20.0	)	$	(19.8	)

The following tables provide rollforwards of the amounts related to credit losses recognized in earnings for the periods ended March 31, 2019 and 2018, for which a portion of the OTTI losses were also recognized in accumulated other comprehensive income at the time the credit impairments were determined and recognized: 

	Three Months Ended March 31, 2019
	Mortgage-Backed
(millions)	Residential		Commercial		Total
Balance at December 31, 2018	$	0	$	0.5	$	0.5
Change in recoveries of future cash flows expected to be collected1	0		0		0
Balance at March 31, 2019	$	0	$	0.5	$	0.5

	Three Months Ended March 31, 2018
	Mortgage-Backed
(millions)	Residential		Commercial		Total
Balance at December 31, 2017	$	0	$	0.5	$	0.5
Change in recoveries of future cash flows expected to be collected1	0		0		0
Balance at March 31, 2018	$	0	$	0.5	$	0.5

¹Reflects the current period change in the expected recovery of prior impairments that will be accreted into income over the remaining life of the security.

Although it is not likely that we will be required to sell the securities prior to the recovery of their respective cost bases (which could be maturity), we are required to measure the amount of potential credit losses on the securities that were in an unrealized loss position. In that process, we considered a number of factors and inputs related to the individual securities. The methodology and significant inputs used to measure the amount of credit losses in our portfolio included: current performance indicators on the business model or underlying assets (e.g., delinquency rates, foreclosure rates, and default rates); credit support (via current levels of subordination); historical credit ratings; and updated cash flow expectations based upon these performance indicators. In order to determine the amount of credit loss, if any, the net present value of the cash flows expected (i.e., expected recovery value) was calculated using the current book yield for each security, and was compared to its current amortized value. In the event that the net present value was below the amortized value, a credit loss would be deemed to exist, and the security would be written down. We did not have any credit impairment write-downs for the three months ended March 31, 2019 or 2018.

10

Realized Gains (Losses) The components of net realized gains (losses) for the three months ended March 31, were:

	Three Months
(millions)	2019			2018
Gross realized gains on security sales
Available-for-sale securities:
U.S. government obligations	$	36.6		$	0
State and local government obligations	1.6			8.6
Corporate and other debt securities	16.1			0.1
Commercial mortgage-backed securities	0.7			1.7
Redeemable preferred stocks	0			1.1
Total available-for-sale securities	55.0			11.5
Equity securities:
Nonredeemable preferred stocks	4.9			3.6
Common equities	4.5			119.9
Total equity securities	9.4			123.5
Subtotal gross realized gains on security sales	64.4			135.0
Gross realized losses on security sales
Available-for-sale securities:
U.S. government obligations	(7.1		)	(8.9		)
State and local government obligations	(0.6		)	(1.3		)
Corporate and other debt securities	(6.1		)	(3.1		)
Residential mortgage-backed securities	(2.3		)	0
Commercial mortgage-backed securities	(2.1		)	(6.3		)
Other asset-backed securities	(0.1		)	(0.1		)
Total available-for-sale securities	(18.3		)	(19.7		)
Equity securities:
Nonredeemable preferred stocks	0			(0.4		)
Common equities	0			(7.9		)
Total equity securities	0			(8.3		)
Subtotal gross realized losses on security sales	(18.3		)	(28.0		)
Net realized gains (losses) on security sales
Available-for-sale securities:
U.S. government obligations	29.5			(8.9		)
State and local government obligations	1.0			7.3
Corporate and other debt securities	10.0			(3.0		)
Residential mortgage-backed securities	(2.3		)	0
Commercial mortgage-backed securities	(1.4		)	(4.6		)
Other asset-backed securities	(0.1		)	(0.1		)
Redeemable preferred stocks	0			1.1
Total available-for-sale securities	36.7			(8.2		)
Equity securities:
Nonredeemable preferred stocks	4.9			3.2
Common equities	4.5			112.0
Total equity securities	9.4			115.2
Subtotal net realized gains (losses) on security sales	46.1			107.0
Net holding period gains (losses)
Hybrid securities	10.7			(3.2		)
Equity securities	382.0			(152.0		)
Subtotal net holding period gains (losses)	392.7			(155.2		)
Other-than-temporary impairment losses
Other asset impairment	(24.3		)	0
Subtotal other-than-temporary impairment losses	(24.3		)	0
Total net realized gains (losses) on securities	$	414.5		$	(48.2	)

During both the first quarter 2019 and 2018, the majority of our net realized gains (losses) on securities were attributable to valuation changes on our equity and hybrid securities. During the first quarter 2019, we wrote down our remaining investment in three federal renewable energy tax credit fund investments, which were reported in “other assets” on the balance sheet, based on an analysis that our investments in those funds will not generate the cash flows that we anticipated. See Note 5 – Income Taxes for additional discussion.

11

The following table reflects our holding period realized gains (losses) on equity securities recognized for the three months ended March 31, 2019 and 2018 for equity securities held at quarter end:

	Three Months
(millions)	2019		2018
Total net gains (losses) recognized during the period on equity securities	$	391.4	$	(36.8	)
Less: Net gains (losses) recognized on equity securities sold during the period	9.4		115.2
Net holding period gains (losses) recognized during the period on equity securities held at period end	$	382.0	$	(152.0	)

Net Investment Income  The components of net investment income for the three months ended March 31, were: 

	Three Months
(millions)	2019			2018
Available-for-sale securities:
Fixed maturities:
U.S. government obligations	$	53.7		$	39.8
State and local government obligations	9.3			10.0
Corporate debt securities	77.2			36.2
Residential mortgage-backed securities	6.6			6.9
Commercial mortgage-backed securities	31.7			21.2
Other asset-backed securities	26.0			13.6
Redeemable preferred stocks	3.7			2.6
Total fixed maturities	208.2			130.3
Short-term investments	16.0			10.1
Total available-for-sale securities	224.2			140.4
Equity securities:
Nonredeemable preferred stocks	15.5			10.9
Common equities	13.2			15.0
Total equity securities	28.7			25.9
Investment income	252.9			166.3
Investment expenses	(6.2		)	(6.0		)
Net investment income	$	246.7		$	160.3

The amount of investment income (interest and dividends) we recognize varies based on the average assets held during the year and the book yields of the securities in our portfolio. The increase in net investment income on a year-over-year basis for the three months ended March 31, 2019, was due to a combination of an increase in average assets and an increase in portfolio yields. The increase in average assets was due to strong underwriting growth and profitability, as well as the proceeds from debt and preferred stock issuances during 2018, partially offset by our dividend payment during the first quarter 2019, under our former annual variable dividend policy. The increase in portfolio yields was a result of our decision to hold a short-duration portfolio, which allowed us to reinvest significant maturities and paydowns of principal at higher yields as interest rates rose. The portfolio duration at both March 31, 2019 and 2018 was 2.6 years.

Trading Securities At March 31, 2019 and 2018, and December 31, 2018, we did not hold any trading securities and did not have any net realized gains (losses) on trading securities for the three months ended March 31, 2019 and 2018.

12

Derivative Instruments

At March 31, 2019 and 2018, and December 31, 2018, we had no open derivative positions.

Note 3 Fair Value — We have categorized our financial instruments, based on the degree of subjectivity inherent in the method by which they are valued, 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., U.S. government obligations, which are continually priced on a daily basis, active exchange-traded equity securities, and certain short-term securities).

• Level 2: Inputs (other than quoted prices included within Level 1) that are observable for the instrument either directly or indirectly (e.g., certain corporate and municipal bonds and certain preferred stocks). 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 our subjective evaluation about the assumptions market participants would use in pricing the financial instrument (e.g., certain structured securities and privately held investments).

Determining the fair value of the investment portfolio is the responsibility of management. As part of the responsibility, we evaluate whether a market is distressed or inactive in determining the fair value for our portfolio. We review certain market level inputs to evaluate whether sufficient activity, volume, and new issuances exist to create an active market. Based on this evaluation, we concluded that there was sufficient activity related to the sectors and securities for which we obtained valuations.

13

The composition of the investment portfolio by major security type and our outstanding debt was:

	Fair Value
(millions)	Level 1		Level 2		Level 3		Total		Cost
March 31, 2019
Fixed maturities:
U.S. government obligations	$	9,770.5	$	0	$	0	$	9,770.5	$	9,685.6
State and local government obligations	0		1,515.8		0		1,515.8		1,505.5
Corporate debt securities	0		7,978.0		0		7,978.0		7,870.1
Subtotal	9,770.5		9,493.8		0		19,264.3		19,061.2
Asset-backed securities:
Residential mortgage-backed	0		613.0		0		613.0		609.9
Commercial mortgage-backed	0		3,853.6		0		3,853.6		3,825.6
Other asset-backed	0		3,839.8		0		3,839.8		3,834.2
Subtotal asset-backed securities	0		8,306.4		0		8,306.4		8,269.7
Redeemable preferred stocks:
Financials	0		81.3		0		81.3		79.2
Utilities	0		0		0		0		0
Industrials	10.4		159.5		0		169.9		164.4
Subtotal redeemable preferred stocks	10.4		240.8		0		251.2		243.6
Total fixed maturities	9,780.9		18,041.0		0		27,821.9		27,574.5
Short-term investments	2,510.9		73.8		0		2,584.7		2,584.7
Total available-for-sale securities	12,291.8		18,114.8		0		30,406.6		30,159.2
Equity securities:
Nonredeemable preferred stocks:
Financials	69.6		955.0		25.1		1,049.7		976.1
Utilities	0		40.7		0		40.7		40.0
Industrials	0		0		5.0		5.0		5.0
Subtotal nonredeemable preferred stocks	69.6		995.7		30.1		1,095.4		1,021.1
Common equities:
Common stocks	3,010.2		0		0		3,010.2		1,194.0
Other risk investments	0		0		0.3		0.3		0.3
Subtotal common equities	3,010.2		0		0.3		3,010.5		1,194.3
Total equity securities	3,079.8		995.7		30.4		4,105.9		2,215.4
Total portfolio	$	15,371.6	$	19,110.5	$	30.4	$	34,512.5	$	32,374.6
Debt	$	0	$	4,734.8	$	0	$	4,734.8	$	4,405.4

14

	Fair Value
(millions)	Level 1		Level 2		Level 3		Total		Cost
March 31, 2018
Fixed maturities:
U.S. government obligations	$	8,958.1	$	0	$	0	$	8,958.1	$	9,081.6
State and local government obligations	0		1,720.1		0		1,720.1		1,732.3
Corporate debt securities	0		6,041.1		0		6,041.1		6,102.6
Subtotal	8,958.1		7,761.2		0		16,719.3		16,916.5
Asset-backed securities:
Residential mortgage-backed	0		751.8		0		751.8		746.7
Commercial mortgage-backed	0		2,269.5		0		2,269.5		2,289.8
Other asset-backed	0		2,462.1		0		2,462.1		2,472.4
Subtotal asset-backed securities	0		5,483.4		0		5,483.4		5,508.9
Redeemable preferred stocks:
Financials	0		64.0		0		64.0		61.2
Utilities	0		11.6		0		11.6		10.7
Industrials	0		141.8		0		141.8		129.9
Subtotal redeemable preferred stocks	0		217.4		0		217.4		201.8
Total fixed maturities	8,958.1		13,462.0		0		22,420.1		22,627.2
Short-term investments	2,569.5		482.9		0		3,052.4		3,052.4
Total available-for-sale securities	11,527.6		13,944.9		0		25,472.5		25,679.6
Equity securities:
Nonredeemable preferred stocks:
Financials	78.9		662.0		0		740.9		654.6
Utilities	0		0		0		0		0
Industrials	0		0		5.0		5.0		5.0
Subtotal nonredeemable preferred stocks	78.9		662.0		5.0		745.9		659.6
Common equities:
Common stocks	3,032.9		0		0		3,032.9		1,265.2
Other risk investments	0		0		0.3		0.3		0.3
Subtotal common equities	3,032.9		0		0.3		3,033.2		1,265.5
Total equity securities	3,111.8		662.0		5.3		3,779.1		1,925.1
Total portfolio	$	14,639.4	$	14,606.9	$	5.3	$	29,251.6	$	27,604.7
Debt	$	0	$	4,048.3	$	0	$	4,048.3	$	3,859.2

15

	Fair Value
(millions)	Level 1		Level 2		Level 3		Total		Cost
December 31, 2018
Fixed maturities:
U.S. government obligations	$	9,916.5	$	0	$	0	$	9,916.5	$	9,897.4
State and local government obligations	0		1,649.1		0		1,649.1		1,654.6
Corporate debt securities	0		8,694.3		0		8,694.3		8,808.5
Subtotal	9,916.5		10,343.4		0		20,259.9		20,360.5
Asset-backed securities:
Residential mortgage-backed	0		734.4		0		734.4		733.5
Commercial mortgage-backed	0		3,301.6		0		3,301.6		3,332.8
Other asset-backed	0		3,577.3		0		3,577.3		3,585.4
Subtotal asset-backed securities	0		7,613.3		0		7,613.3		7,651.7
Redeemable preferred stocks:
Financials	0		78.2		0		78.2		79.3
Utilities	0		0		0		0		0
Industrials	9.5		150.6		0		160.1		164.4
Subtotal redeemable preferred stocks	9.5		228.8		0		238.3		243.7
Total fixed maturities	9,926.0		18,185.5		0		28,111.5		28,255.9
Short-term investments	1,722.1		73.8		0		1,795.9		1,795.9
Total available-for-sale securities	11,648.1		18,259.3		0		29,907.4		30,051.8
Equity securities:
Nonredeemable preferred stocks:
Financials	71.9		887.1		25.1		984.1		951.6
Utilities	0		44.8		0		44.8		46.0
Industrials	0		0		5.0		5.0		5.0
Subtotal nonredeemable preferred stocks	71.9		931.9		30.1		1,033.9		1,002.6
Common equities:
Common stocks	2,625.8		0		0		2,625.8		1,148.6
Other risk investments	0		0		0.3		0.3		0.3
Subtotal common equities	2,625.8		0		0.3		2,626.1		1,148.9
Total equity securities	2,697.7		931.9		30.4		3,660.0		2,151.5
Total portfolio	$	14,345.8	$	19,191.2	$	30.4	$	33,567.4	$	32,203.3
Debt	$	0	$	4,532.3	$	0	$	4,532.3	$	4,404.9

Our portfolio valuations, excluding short-term investments, classified as either Level 1 or Level 2 in the above tables are priced exclusively by external sources, including: pricing vendors, dealers/market makers, and exchange-quoted prices.

Our short-term security holdings classified as Level 1 are highly liquid, actively marketed, and have a very short duration, primarily 90 days or less to redemption. These securities are held at their original cost, adjusted for any accretion of discount, since that value very closely approximates what an active market participant would be willing to pay for such securities. The remainder of our short-term securities are classified as Level 2 and are not priced externally since these securities continually trade at par value. These securities are classified as Level 2 since they are primarily longer-dated securities issued by municipalities that contain either liquidity facilities or mandatory put features within one year.

At March 31, 2019, vendor-quoted prices represented 77% of our Level 1 classifications (excluding short-term investments), compared to 75% and 79% at March 31, 2018 and December 31, 2018, respectively. The securities quoted by vendors in Level 1 primarily represent our holdings in U.S. Treasury Notes, which are frequently traded, and the quotes are considered similar to exchange-traded quotes. The balance of our Level 1 pricing comes from quotes obtained directly from trades made on active exchanges.

16

At March 31, 2019 and 2018, and December 31, 2018, vendor-quoted prices comprised 99% of our Level 2 classifications in each period (excluding short-term investments), while dealer-quoted prices represented the remaining 1%. In our process for selecting a source (e.g., dealer or pricing service) to provide pricing for securities in our portfolio, we reviewed documentation from the sources that detailed the pricing techniques and methodologies used by these sources and determined if their policies adequately considered market activity, either based on specific transactions for the particular security type or based on modeling of securities with similar credit quality, duration, yield, and structure that were recently transacted. Once a source is chosen, we continue to monitor any changes or modifications to their processes by reviewing their documentation on internal controls for pricing and market reviews. We review quality control measures of our sources as they become available to determine if any significant changes have occurred from period to period that might indicate issues or concerns regarding their evaluation or market coverage.

As part of our pricing procedures, we obtain quotes from more than one source to help us fully evaluate the market price of securities. However, our internal pricing policy is to use a consistent source for individual securities in order to maintain the integrity of our valuation process. Quotes obtained from the sources are not considered binding offers to transact. Under our policy, when a review of the valuation received from our selected source appears to be outside of what is considered market level activity (which is defined as trading at spreads or yields significantly different than those of comparable securities or outside the general sector level movement without a reasonable explanation), we may use an alternate source’s price. To the extent we determine that it may be prudent to substitute one source’s price for another, we will contact the initial source to obtain an understanding of the factors that may be contributing to the significant price variance, which often leads the source to adjust their pricing input data for future pricing.

To allow us to determine if our initial source is providing a price that is outside of a reasonable range, we review our portfolio pricing on a weekly basis. When necessary, we challenge prices from our sources when a price provided does not match our expectations based on our evaluation of market trends and activity. Initially, we perform a review of our portfolio by sector to identify securities whose prices appear outside of a reasonable range. We then perform a more detailed review of fair values for securities disclosed as Level 2. We review dealer bids and quotes for these and/or similar securities to determine the market level context for our valuations. We then evaluate inputs relevant for each class of securities disclosed in the preceding hierarchy tables.

For our structured debt securities, including commercial, residential, and asset-backed securities, we evaluate available market-related data for these and similar securities related to collateral, delinquencies, and defaults for historical trends and reasonably estimable projections, as well as historical prepayment rates and current prepayment assumptions and cash flow estimates. We further stratify each class of our structured debt securities into more finite sectors (e.g., planned amortization class, first pay, second pay, senior, subordinated, etc.) and use duration, credit quality, and coupon to determine if the fair value is appropriate.

For our corporate debt and preferred stock (redeemable and nonredeemable) portfolios, as well as the notes issued by The Progressive Corporation (see Note 4 – Debt), we review securities by duration, coupon, and credit quality, as well as changes in interest rate and credit spread movements within that stratification. The review also includes recent trades, including: volume traded at various levels that establish a market, issuer specific fundamentals, and industry specific economic news as it comes to light.

For our municipal securities (e.g., general obligations, revenue, and housing), we stratify the portfolio to evaluate securities by type, coupon, credit quality, and duration to review price changes relative to credit spread and interest rate changes. Additionally, we look to economic data as it relates to geographic location as an indication of price-to-call or maturity predictors. For municipal housing securities, we look to changes in cash flow projections, both historical and reasonably estimable projections, to understand yield changes and their effect on valuation.

Lastly, for our short-term securities, we look at acquisition price relative to the coupon or yield. Since our short-term securities are typically 90 days or less to maturity, with the majority listed in Level 2 being 30 days or less to redemption, we believe that acquisition price is the best estimate of fair value.

We also review data assumptions as supplied by our sources to determine if that data is relevant to current market conditions. In addition, we independently review each sector for transaction volumes, new issuances, and changes in spreads, as well as the overall movement of interest rates along the yield curve to determine if sufficient activity and liquidity exists to provide a credible source for our market valuations.

During each valuation period, we create internal estimations of portfolio valuation (performance returns), based on current market-related activity (i.e., interest rate and credit spread movements and other credit-related factors) within each major sector of our portfolio. We compare our internally generated portfolio results with those generated based on quotes we receive externally and research material valuation differences. We compare our results to index returns for each major sector adjusting

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for duration and credit quality differences to better understand our portfolio’s results. Additionally, we review on a monthly basis our external sales transactions and compare the actual final market sales prices to previous market valuation prices. This review provides us further validation that our pricing sources are providing market level prices, since we are able to explain significant price changes (i.e., greater than 2%) as known events occur in the marketplace and affect a particular security’s price at sale.

This analysis provides us with additional comfort regarding the source’s process, the quality of its review, and its willingness to improve its analysis based on feedback from clients. We believe this effort helps ensure that we are reporting the most representative fair values for our securities.

Except as described below, our Level 3 securities are also priced externally; however, due to several factors (e.g., nature of the securities, level of activity, and lack of similar securities trading to obtain observable market level inputs), these valuations are more subjective in nature. Certain private equity investments and fixed-income investments included in the Level 3 category are valued using external pricing supplemented by internal review and analysis.

After all the valuations are received and our review is complete, if the inputs used by vendors are determined to not contain sufficient observable market information, we will reclassify the affected security valuations to Level 3. At March 31, 2019 and 2018, and December 31, 2018, we did not have any securities in our fixed-maturity portfolio listed as Level 3.

At March 31, 2019 and December 31, 2018, we held two private nonredeemable preferred securities with a combined value of $30.1 million that were priced internally, compared to one private nonredeemable preferred security with a value of $5.0 million that was priced internally at March 31, 2018. At March 31, 2019 and 2018, and December 31, 2018, we held one Level 3 other risk investment with a value of $0.3 million.

To the extent we receive prices from external sources for the Level 3 securities, we would review those prices for reasonableness using internally developed assumptions and then compare our derived prices to the prices we received. During 2019 and 2018, there were no material assets or liabilities measured at fair value on a nonrecurring basis. Based on our review, all prices received from external sources remained unadjusted. Due to the relative size of the Level 3 securities’ fair values compared to the total portfolio’s fair value, any changes in pricing methodology would not have a significant change in valuation that would materially impact net or comprehensive income.

The following tables provide a summary of changes in fair value associated with Level 3 assets for the three months ended March 31, 2019 and 2018:

	Level 3 Fair Value
(millions)	Fair Value at Dec. 31, 2018		Calls/ Maturities/ Paydowns		Purchases		Sales		Net Realized (Gain)/Loss on Sales		Change in Valuation		Net Transfers In (Out)		Fair Value at March 31, 2019
Equity securities:
Nonredeemable preferred stocks:
Financials	$	25.1	$	0	$	0	$	0	$	0	$	0	$	0	$	25.1
Industrials	5.0		0		0		0		0		0		0		5.0
Common equities:
Other risk investments	0.3		0		0		0		0		0		0		0.3
Total Level 3 securities	$	30.4	$	0	$	0	$	0	$	0	$	0	$	0	$	30.4

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	Level 3 Fair Value
(millions)	Fair Value at Dec. 31, 2017		Calls/ Maturities/ Paydowns		Purchases		Sales		Net Realized (Gain)/Loss on Sales		Change in Valuation		Net Transfers In (Out)		Fair Value at March 31, 2018
Equity securities:
Nonredeemable preferred stocks:
Financials	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Industrials	5.0		0		0		0		0		0		0		5.0
Common equities:
Other risk investments	0.3		0		0		0		0		0		0		0.3
Total Level 3 securities	$	5.3	$	0	$	0	$	0	$	0	$	0	$	0	$	5.3

The following tables provide a summary of the quantitative information about Level 3 fair value measurements for our applicable securities at March 31, 2019 and 2018, and December 31, 2018:

	Quantitative Information about Level 3 Fair Value Measurements
($ in millions)	Fair Value at March 31, 2019		Valuation Technique	Unobservable Input	Unobservable Input Assumption
Equity securities:
Nonredeemable preferred stocks:
Financials1	$	25.1	internal price	unadjusted purchase price per share	9.0
Industrials2	5.0		internal price	price-to-sales ratio	5.5
Subtotal Level 3 securities	30.1
Pricing exemption securities3	0.3
Total Level 3 securities	$	30.4

¹The security was internally-priced since it is privately held. The security was purchased during December 2018 and the value at March 31, 2019 reflects the unadjusted purchase price per share.

² The security was internally-priced since it is privately held. The price at March 31, 2019, was calculated using a price-to-sales ratio.

³The unobservable input is not reasonably available to us.

	Quantitative Information about Level 3 Fair Value Measurements
($ in millions)	Fair Value at March 31, 2018		Valuation Technique	Unobservable Input	Unobservable Input Assumption
Equity securities:
Nonredeemable preferred stocks:
Financials	$	0	NA	NA	NA
Industrials1	5.0		internal price	unadjusted purchase price per share	3.9
Subtotal Level 3 securities	5.0
Pricing exemption securities2	0.3
Total Level 3 securities	$	5.3

NA= Not Available

¹The security was internally-priced since it is privately held. The value at March 31, 2018 reflects the unadjusted purchase price per share.

²The unobservable input is not reasonably available to us.

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	Quantitative Information about Level 3 Fair Value Measurements
($ in millions)	Fair Value at Dec. 31, 2018		Valuation Technique	Unobservable Input	Unobservable Input Assumption
Equity securities:
Nonredeemable preferred stocks:
Financials1	$	25.1	internal price	unadjusted purchase price per share	9.0
Industrials2	5.0		internal price	price-to-sales ratio	5.5
Subtotal Level 3 securities	30.1
Pricing exemption securities3	0.3
Total Level 3 securities	$	30.4

¹The security was internally-priced since it is privately held. The security was purchased during December 2018 and the value at December 31, 2018 reflects the unadjusted purchase price per share.

² The security was internally-priced since it is privately held. The price at December 31, 2018, was calculated using a price-to-sales ratio.

³The unobservable input is not reasonably available to us.

Note 4 Debt — Debt at each of the balance sheet periods consisted of:

 

	March 31, 2019				March 31, 2018				December 31, 2018
(millions)	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
3.75% Senior Notes due 2021	$	499.2	$	509.7	$	498.9	$	512.1	$	499.1	$	506.5
2.45% Senior Notes due 2027	496.6		475.6		496.2		458.3		496.5		455.5
6 5/8% Senior Notes due 2029	296.4		377.8		296.2		370.4		296.4		368.5
4.00% Senior Notes due 2029	544.6		587.9		0		0		544.5		562.4
6.25% Senior Notes due 2032	395.6		508.5		395.4		498.9		395.5		496.6
4.35% Senior Notes due 2044	346.6		371.6		346.5		360.2		346.6		350.2
3.70% Senior Notes due 2045	395.3		389.7		395.2		376.6		395.3		366.7
4.125% Senior Notes due 2047	841.4		885.4		841.3		858.6		841.4		831.9
4.20% Senior Notes due 2048	589.7		628.6		589.5		613.2		589.6		594.0
Total	$	4,405.4	$	4,734.8	$	3,859.2	$	4,048.3	$	4,404.9	$	4,532.3

The Progressive Corporation issued $550 million of 4.00% Senior Notes due 2029 (the “4.00% Senior Notes”) in October 2018, in an underwritten public offering. The net proceeds from the issuance, after deducting underwriters’ discounts, commissions, and other issuance costs, was $544.5 million. Consistent with the other senior notes issued by Progressive, interest on the 4.00% Senior Notes is payable semiannually, principal is due at maturity, and the note is redeemable, in whole or in part, at any time, subject to a treasury “make whole” provision.

During 2018, The Progressive Corporation entered into a new line of credit with PNC Bank, National Association (PNC) in the maximum principal amount of $250 million. This line of credit replaced a previous line of credit that expired in April 2018. The line of credit is on the same terms and conditions as the previous line of credit. Subject to the terms and conditions of the line of credit documents, advances under the line of credit (if any) will bear interest at a variable rate equal to the higher of PNC’s Prime Rate or the sum of the Federal Funds Open Rate plus 50 basis points. Each advance must be repaid on the 30th day after the advance or, if earlier, on April 30, 2019, the expiration date of the line of credit. Prepayments are permitted without penalty. The line of credit is uncommitted and, as such, all advances are subject to PNC’s discretion. We had no borrowings under either line of credit during any of the periods presented.

Note 5 Income Taxes — Deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax bases of assets and liabilities at the enacted tax rates. We review our deferred tax assets regularly for recoverability. At March 31, 2019 and 2018, and December 31, 2018, we determined that we did not need a valuation allowance on our gross deferred tax assets. Although realization of the deferred tax assets is not assured, management believes that it is more likely than not the deferred tax assets will be realized based on our expectation that we will be able to fully utilize the deductions that are ultimately recognized for tax purposes.

For the three months ended March 31, 2019, there have been no material changes in our reserve for uncertain tax positions.

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The effective tax rate for the three months ended March 31, 2019 was 30.9%, compared to 19.9% for the same period last year. During the first quarter 2019, we increased our provision for income taxes $156.1 million, principally reflecting the total reversal of the tax credits and other tax benefits previously recognized from certain renewable energy investments, plus interest. From 2016 to 2018, we invested in federal renewable energy tax credit funds. In late December 2018 and during the first two months of 2019, we learned of allegations of potential fraudulent conduct by the sponsor of three of these tax credit fund investments, including information about ongoing federal investigations. Based on our continuing investigations and information that has become available to us, we now believe the sponsor did commit fraud through these tax credit funds and that all of the tax credits and other tax benefits related to those investments are not valid.

Note 6 Loss and Loss Adjustment Expense Reserves — Activity in the loss and loss adjustment expense reserves is summarized as follows: 

	March 31,
(millions)	2019		2018
Balance, Beginning of period	$	15,400.8	$	13,086.9
Less reinsurance recoverables on unpaid losses	2,572.7		2,170.1
Net balance, Beginning of period	12,828.1		10,916.8
Incurred related to:
Current year	5,616.4		4,815.2
Prior years	142.6		55.6
Total incurred	5,759.0		4,870.8
Paid related to:
Current year	2,517.5		2,217.8
Prior years	2,901.4		2,377.8
Total paid	5,418.9		4,595.6
Net balance, End of period	13,168.2		11,192.0
Plus reinsurance recoverables on unpaid losses	2,708.4		2,137.0
Balance, End of period	$	15,876.6	$	13,329.0

We experienced unfavorable reserve development of $142.6 million and $55.6 million for the first quarter of 2019 and 2018, respectively, which is reflected as “Incurred related to prior years” in the table above.

First Quarter 2019

• About 40% of the unfavorable prior year reserve development was attributable to accident year 2018, 15% to accident year 2017, and the remainder to accident years 2016 and prior.

• Our personal auto products incurred about $111 million of unfavorable loss and loss adjustment expense (LAE) reserve development, with the Agency and Direct auto businesses each contributing about half. The unfavorable development was primarily attributable to late reported losses occurring late 2018 but not reported until 2019, a higher than anticipated frequency of reopened personal injury protection (PIP) claims, primarily in Florida, and increased injury severity reflecting higher medical costs.

• Our Commercial Lines and special lines businesses experienced about $22 million and $8 million of unfavorable development, respectively, and our Property business had minimal unfavorable development during the first quarter.

First Quarter 2018

• The unfavorable prior year reserve development was attributable to accident years 2017 and 2016, with accident years 2015 and prior recognizing $6 million of favorable development.

• Our personal auto businesses incurred about $35 million of unfavorable LAE reserve development, with Agency and Direct auto businesses contributing $24 million and $11 million, respectively. The unfavorable development was primarily due to an increase in reopened PIP claims.

• Our Commercial Lines business experienced $19 million of unfavorable development primarily due to late reported losses and higher LAE than anticipated.

• Our Property business recognized minimal unfavorable development of $2 million.

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Note 7 Supplemental Cash Flow Information — Cash and cash equivalents include bank demand deposits and daily overnight reverse repurchase commitments of funds held in bank demand deposit accounts on ARX’s subsidiaries. The amount of reverse repurchase commitments held by ARX’s subsidiaries at March 31, 2019 and 2018, and December 31, 2018, were $185.6 million, $166.6 million, and $117.3 million, respectively.

Restricted cash on our consolidated balance sheets represents cash that is restricted to pay flood claims under the National Flood Insurance Program’s “Write Your Own” program, for which subsidiaries of ARX are administrators.

During the first quarter 2019, non-cash activity includes declared but unpaid common share dividends of $58.4 million (see Note 9 – Dividends for further discussion) and operating lease liabilities arising from obtaining right-of-use assets of $10.9 million (see Note 14 – Leases for further discussion).

We paid the following in the respective periods: 

	Three Months Ended March 31,
(millions)	2019		2018
Income taxes	$	20.0	$	0
Interest	53.3		33.3
Operating lease liabilities	18.8		NA

NA=Not Applicable

Note 8 Segment Information — Our Personal Lines segment writes insurance for personal autos and recreational vehicles (our special lines products). Our Commercial Lines segment writes primary liability, physical damage, and other auto-related insurance for automobiles and trucks owned and/or operated predominantly by small businesses in the business auto, for-hire transportation, contractor, for-hire specialty, tow, and for-hire livery markets. Our Property segment writes residential property insurance for homeowners, other property owners, and renters. Our other indemnity businesses include our run-off businesses. Our service businesses provide insurance-related services, including processing Commercial Automobile Insurance Procedures/Plans (CAIP) business and serving as an agent for homeowners, general liability, and workers’ compensation insurance, among other products, through our programs with ASI and unaffiliated insurance companies. All segment revenues are generated from external customers; all intercompany transactions are eliminated in consolidation.

Following are the operating results for the respective periods:

	Three Months Ended March 31,
	2019					2018
(millions)	Revenues		Pretax Profit (Loss)			Revenues		Pretax Profit (Loss)
Personal Lines
Agency	$	3,508.5	$	453.0		$	3,063.8	$	409.1
Direct	3,576.3		321.9			3,016.3		298.0
Total Personal Lines1	7,084.8		774.9			6,080.1		707.1
Commercial Lines	1,013.0		166.6			808.6		94.8
Property2	362.0		7.7			285.3		28.5
Other indemnity	0		0			0		0.2
Total underwriting operations	8,459.8		949.2			7,174.0		830.6
Fees and other revenues3	130.2		NA			103.8		NA
Service businesses	42.6		4.5			34.2		4.9
Investments4	667.4		661.2			118.1		112.1
Interest expense	NA		(47.4		)	NA		(36.8		)
Consolidated total	$	9,300.0	$	1,567.5		$	7,430.1	$	910.8

NA = Not applicable

¹ Personal auto insurance accounted for 94% of the total Personal Lines segment net premiums earned during the three months ended March 31, 2019 and 2018; insurance for our special lines products (e.g., motorcycles, ATVs, RVs, watercraft, and snowmobiles) accounted for the balance of the Personal Lines net premiums earned.

² For the three months ended March 31, 2019 and 2018, pretax profit (loss) includes $17.9 million and $18.0 million, respectively, of amortization expense predominately associated with the acquisition of a controlling interest in ARX. Although this expense is included in our Property segment, it is not reported in the consolidated results of ARX and, therefore, does not affect the value of net income attributable to noncontrolling interest.

³ Pretax profit (loss) for fees and other revenues is attributable to operating segments.

⁴ Revenues represent recurring investment income and total net realized gains (losses) on securities; pretax profit is net of investment expense.

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Our management uses underwriting margin and combined ratio as primary measures of underwriting profitability. Underwriting profitability is calculated by subtracting losses and loss adjustment expenses, policy acquisition costs, and other underwriting expenses from the total of net premiums earned and fees and other revenues. The underwriting margin is the pretax underwriting profit (loss) expressed as a percentage of net premiums earned (i.e., revenues from underwriting operations). Combined ratio is the complement of the underwriting margin. Following are the underwriting margins and combined ratios for our underwriting operations for the respective periods:

	Three Months Ended March 31,
	2019			2018
	Underwriting Margin		Combined Ratio	Underwriting Margin		Combined Ratio
Personal Lines
Agency	12.9	%	87.1	13.4	%	86.6
Direct	9.0		91.0	9.9		90.1
Total Personal Lines	10.9		89.1	11.6		88.4
Commercial Lines	16.4		83.6	11.7		88.3
Property1	2.1		97.9	10.0		90.0
Total underwriting operations	11.2		88.8	11.6		88.4

¹ Included in the three months ended March 31, 2019 and 2018, is 5.0 points and 6.3 points, respectively, of amortization expense predominately associated with the acquisition of a controlling interest in ARX.

Note 9 Dividends

Common Share Dividends

In the first quarter 2019, the Board of Directors declared a dividend of $0.10 per common share, or an estimated $58.4 million in the aggregate, payable April 15, 2019, to shareholders of record at the close of business on April 5, 2019. The Board expects to declare regular, quarterly common share dividends and, on at least an annual basis, to consider declaring an additional common share dividend.

Prior to 2019, we had a policy of paying an annual variable dividend (see Note 14 - Dividends in our 2018 Annual Report to Shareholders). Following is a summary of our common share dividends that were declared in 2018 and 2017 under that policy:

(millions, except per share amounts)			Amount of Common Share Dividends
Dividend Type	Declared	Paid	Per Share		Accrued1		Paid1
Annual – Variable	December 2018	February 2019	$	2.5140	$	1,467.9	$	1,467.9
Annual – Variable	December 2017	February 2018	1.1247		655.1		654.9

¹ Variance between accrued and paid, if any, reflects the difference between the number of estimated and actual shares outstanding as of the record date.

Preferred Share Dividends

During the first quarter of 2019, the Board declared, and we paid, a $26.875 per share, or $13.4 million, dividend on our Series B Fixed-to-Floating Rate Cumulative Perpetual Serial Preferred Shares, without par value (the “Series B Preferred Shares”). There are 500,000 Series B Preferred Shares outstanding, which are cumulative and have a liquidation preference of $1,000 per share (the “stated amount”). Holders of the Series B Preferred Shares will be entitled to receive cumulative cash dividends semi-annually in March and September, if and when declared by the Board of Directors. Until March 15, 2023 (the “fixed-rate period”), the annual dividend rate is fixed at 5.375% of the stated amount per share. Beginning March 15, 2023, the annual dividend rate switches to a floating rate equal to the three-month LIBOR rate (or, if LIBOR is not available, a substitute rate determined in accordance with the terms of the Series B Preferred Shares) plus a spread of 2.539% applied to the stated amount per share. After the fixed-rate period and up until redemption of the Series B Preferred Shares, the dividends would be payable quarterly, if and when declared by the Board of Directors. The Series B Preferred Shares are perpetual and have no stated maturity date. After the fixed-rate period, we may redeem the Series B Preferred Shares at the stated amount plus all accrued and unpaid dividends.

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Note 10 Other Comprehensive Income (Loss) — The components of other comprehensive income (loss), including reclassification adjustments by income statement line item, were as follows: 

										Components of Changes in Accumulated Other Comprehensive Income (after tax)
(millions)	Pretax total accumulated other comprehensive income (loss)			Total tax (provision) benefit			After tax total accumulated other comprehensive income (loss)			Total net unrealized gains  (losses) on securities			Net unrealized gains (losses) on forecasted transactions			(Income) loss attributable to NCI
Balance at December 31, 2018	$	(153.0	)	$	32.1		$	(120.9	)	$	(105.6	)	$	(17.2	)	$	1.9
Other comprehensive income (loss) before reclassifications:
Investment securities	414.5			(87.0		)	327.5			327.5			0			0
Forecasted transactions	0			0			0			0			0			0
Loss attributable to noncontrolling interest (NCI)	(2.9		)	0.6			(2.3		)	0			0			(2.3		)
Total other comprehensive income (loss) before reclassifications	411.6			(86.4		)	325.2			327.5			0			(2.3		)
Less: Reclassification adjustment for amounts realized in net income by income statement line item:
Net impairment losses recognized in earnings	0			0			0			0			0			0
Net realized gains (losses) on securities	33.4			(7.0		)	26.4			26.4			0			0
Interest expense	(0.3		)	0.1			(0.2		)	0			(0.2		)	0
Total reclassification adjustment for amounts realized in net income	33.1			(6.9		)	26.2			26.4			(0.2		)	0
Total other comprehensive income (loss)	378.5			(79.5		)	299.0			301.1			0.2			(2.3		)
Balance at March 31, 2019	$	225.5		$	(47.4	)	$	178.1		$	195.5		$	(17.0	)	$	(0.4	)

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										Components of Changes in Accumulated Other Comprehensive Income (after tax)
(millions)	Pretax total accumulated other comprehensive income (loss)			Total tax (provision) benefit			After tax total accumulated other comprehensive income (loss)			Total net unrealized gains  (losses) on securities			Net unrealized gains (losses) on forecasted transactions			(Income) loss attributable to NCI
Balance at December 31, 2017	$	1,977.8		$	(695.6	)	$	1,282.2		$	1,295.0		$	(14.8	)	$	2.0
Cumulative effect adjustment	(2,006.0		)	705.8			(1,300.2		)	(1,300.2		)	0			0
Reclassification of disproportionate amounts	0			(4.3		)	(4.3		)	(1.1		)	(3.2		)	0
Adjusted balance at December 31, 2017	(28.2		)	5.9			(22.3		)	(6.3		)	(18.0		)	2.0
Other comprehensive income (loss) before reclassifications:
Investment securities	(203.4		)	42.8			(160.6		)	(160.6		)	0			0
Forecasted transactions	0			0			0			0			0			0
Loss attributable to noncontrolling interest (NCI)	5.1			(1.1		)	4.0			0			0			4.0
Total other comprehensive income (loss) before reclassifications	(198.3		)	41.7			(156.6		)	(160.6		)	0			4.0
Less: Reclassification adjustment for amounts realized in net income by income statement line item:
Net impairment losses recognized in earnings	0			0			0			0			0			0
Net realized gains (losses) on securities	(7.7		)	1.6			(6.1		)	(6.1		)	0			0
Interest expense	(0.2		)	0			(0.2		)	0			(0.2		)	0
Total reclassification adjustment for amounts realized in net income	(7.9		)	1.6			(6.3		)	(6.1		)	(0.2		)	0
Total other comprehensive income (loss)	(190.4		)	40.1			(150.3		)	(154.5		)	0.2			4.0
Balance at March 31, 2018	$	(218.6	)	$	46.0		$	(172.6	)	$	(160.8	)	$	(17.8	)	$	6.0

In an effort to manage interest rate risk, we often enter into forecasted transactions on Progressive’s debt issuances. We expect to reclassify $1.0 million (pretax) into interest expense during the next 12 months, related to net unrealized losses on forecasted transactions (see Note 4 – Debt for further discussion).

Note 11 Litigation — The Progressive Corporation and/or its insurance subsidiaries are named as defendants in various lawsuits arising out of claims made under insurance policies written by our insurance subsidiaries in the ordinary course of business. We consider all legal actions relating to such claims in establishing our loss and loss adjustment expense reserves. In addition, The Progressive Corporation and/or its subsidiaries are named as defendants in a number of class action or individual lawsuits that challenge certain of the operations of the subsidiaries.

These cases include those alleging damages as a result of our subsidiaries’ practices in evaluating or paying medical or injury claims or benefits, including, but not limited to, personal injury protection, medical payments, and bodily injury benefits; the utilization, content, or appearance of policy documents; labor rates paid to auto body repair shops; wage and hour issues; and cases challenging other aspects of our subsidiaries’ claims, marketing, or sales practices, or other business operations. Other insurance companies face many of these same issues.

The nature and volume of litigation to which The Progressive Corporation is subject is similar to that which was disclosed in Note 12 – Litigation in our 2018 Annual Report to Shareholders.

We plan to contest the pending lawsuits vigorously, but may pursue settlement negotiations in some cases, as we deem appropriate. The outcomes of pending cases are uncertain at this time. We establish accruals for these lawsuits when it is probable that a loss has been or will be incurred and we can reasonably estimate potential loss exposure, which may include a range of loss. As to lawsuits for which the loss is considered neither probable or estimable, or is considered probable but not estimable, we do not establish an accrual. Nevertheless, we continue to evaluate this pending litigation to determine if any losses not deemed probable and estimable become so, at which point we would establish an accrual at our best estimate of the loss or range of loss.

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With respect to our pending lawsuits that are not related to claims under insurance policies, the accruals that we have established, if any, were not material at March 31, 2019 or 2018, and there were no material settlements during the first three months of 2019 or 2018. For most of these lawsuits, we do not consider any losses to be both probable and estimable, and we are unable to estimate a meaningful range of loss, if any, at this time, due to the factors discussed in Note 12 – Litigation in our 2018 Annual Report to Shareholders. In the event that any one or more of these lawsuits results in a substantial judgment against or settlement by us, or if our accruals (if any) prove to be inadequate by a significant amount, the resulting liability could have a material adverse effect on our consolidated financial condition, cash flows, and/or results of operations. For a further discussion on our pending litigation and related reserving policies, see Note 12 – Litigation in our 2018 Annual Report to Shareholders.

Note 12 Redeemable Noncontrolling Interest — In connection with the April 2015 acquisition of a controlling interest in ARX, The Progressive Corporation entered into a stockholders’ agreement with the other ARX stockholders. Pursuant to the stockholders’ agreement, the minority ARX stockholders “put” a portion of their ARX shares to Progressive in 2018, and have the right to put all of their remaining shares to Progressive in 2021. During 2018, minority ARX stockholders put 204,527 shares, including 5,483 shares that were issued upon the exercise of outstanding stock options. Progressive acquired these additional shares, in a cash transaction, for a total cost of $295.9 million. If ARX stockholders do not put all of their shares to Progressive in 2021, Progressive has the ability to “call” all of the outstanding shares shortly thereafter and to bring its ownership stake to 100% in 2021. See Note 15 – Redeemable Noncontrolling Interest in our 2018 Annual Report to Shareholders for a discussion of the purchase price for shares to be purchased by Progressive pursuant to these put or call rights. At March 31, 2019, Progressive’s share ownership interest in ARX was 86.8%.

Since these securities are redeemable upon the occurrence of an event that is not solely within the control of Progressive, we have recorded the redeemable noncontrolling interest (NCI) as mezzanine equity on our consolidated balance sheets, which represents the minority shares at the current estimated purchase price pursuant to the put and call provisions of the stockholders’ agreement. The estimated purchase price is based, in part, on the change in tangible net book value of ARX from December 31, 2014, to the balance sheet dates.

In addition to these minority shares, at March 31, 2019, ARX employees held options to purchase 16,067 ARX shares. These options and any shares issued upon exercise are subject to the stockholders’ agreement, including the “put” and “call” rights described above. Until the options are exercised, the underlying obligation of approximately $23.8 million is not recorded as part of redeemable NCI. See Note 9 – Employee Benefit Plans in our 2018 Annual Report to Shareholders for a discussion of our employee stock options.

The changes in the components of redeemable NCI were:

(millions)	March 31, 2019		March 31, 2018			December 31, 2018
Balance, Beginning of period	$	214.5	$	503.7		$	503.7
Net income attributable to NCI	4.4		11.8			5.7
Other comprehensive income (loss) attributable to NCI1	2.3		(4.0		)	(3.3		)
Exercise of employee stock options	0		1.4			9.4
Purchase/change of ARX minority shares	0		0			(298.2		)
Change in redemption value of NCI	0		1.3			(2.8		)
Balance, End of period	$	221.2	$	514.2		$	214.5

¹Amount represents the other comprehensive income (loss) attributable to NCI, as reflected on the the Consolidated Statements of Comprehensive Income; any reclassification to accumulated other comprehensive income (loss) attributable to NCI due to a change in the minority ownership percentage does not impact the amount of redeemable NCI.

Note 13 Goodwill and Intangible Assets

Goodwill

During the three months ended March 31, 2019, there were no changes to the carrying amount of goodwill. No accumulated goodwill impairment losses exist.

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Intangible Assets

The following table is a summary of the net carrying amount of other intangible assets:

(millions)	March 31, 2019		March 31, 2018		December 31, 2018
Intangible assets subject to amortization	$	264.3	$	336.2	$	282.2
Indefinite-lived intangible assets1	12.4		12.4		12.4
Total	$	276.7	$	348.6	$	294.6

¹ Indefinite-lived intangible assets are comprised of state insurance and agent licenses. State insurance licenses were previously subject to amortization under superseded accounting guidance and have $0.6 million of accumulated amortization for all periods presented.

Intangible assets subject to amortization consisted of the following:

(millions)	March 31, 2019						March 31, 2018						December 31, 2018
Category	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Policies in force	$	256.2	$	146.4	$	109.8	$	256.2	$	109.8	$	146.4	$	256.2	$	137.3	$	118.9
Agency relationships	159.2		45.5		113.7		159.2		34.2		125.0		159.2		42.6		116.6
Software rights	79.1		42.7		36.4		79.1		32.1		47.0		79.1		40.1		39.0
Trade name	34.8		30.4		4.4		34.8		17.0		17.8		34.8		27.1		7.7
Total	$	529.3	$	265.0	$	264.3	$	529.3	$	193.1	$	336.2	$	529.3	$	247.1	$	282.2

Amortization expense was $17.9 million and $18.0 million for the three months ended March 31, 2019 and 2018, respectively.

As of March 31, 2019, the remaining average life of all of our intangible assets is 3.7 years.

Note 14 Leases — We have certain noncancelable operating leases for office space, computer equipment, and vehicles, all with expected terms greater than one year, that are reported as a component of “other assets” and “accounts payable, accrued expenses, and other liabilities” in our 2019 consolidated balance sheet, at March 31, 2019. The leased assets represent our right to use an underlying asset for the lease term and the lease liabilities represent our obligation to make lease payments arising from the lease. We use an incremental borrowing rate to calculate the present value of the remaining lease payments. At March 31, 2019, we had operating lease assets of $201.6 million and operating lease liabilities of $211.4 million.

At March 31, 2019, the following table shows our operating lease liabilities, on an undiscounted basis for the periods indicated, along with key inputs used to discount our lease liabilities, in accordance with the new accounting standard adopted on January 1, 2019 (see Note 15 – New Accounting Standard for further discussion):

(millions)
2019 (excluding the three months ended March 31, 2019)	$	55.3
2020	72.7
2021	56.3
2022	25.6
2023	9.6
Thereafter	4.4
Total	$	223.9
Interest	(12.5		)
Present value of lease liabilities	$	211.4
Weighted-average remaining term	3.2 years
Weighted-average discount rate	3.5		%

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We had certain noncancelable operating lease commitments with lease terms greater than one year for property and computer equipment. The minimum commitments under these agreements at December 31, 2018, were as follows: 

(millions)	Commitments
2019	$	64.1
2020	65.5
2021	52.8
2022	24.3
2023	8.5
Thereafter	3.8
Total	$	219.0

We review contracts at inception to determine if it contains a lease and whether the lease qualifies as an operating or financing lease. Operating leases are expensed on a straight-line basis over the term of the lease. For the three months ended March 31, 2019, we incurred operating lease costs of $24.0 million. In determining the lease term, we consider the probability of exercising renewal options. We have elected to account for leases with both lease and non-lease components as a single lease component and to apply a portfolio approach to account for our vehicle leases.

Note 15 New Accounting Standards

Issued

In August 2018, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU), which provides additional guidance on the requirements for capitalizing and amortizing implementation costs incurred in a cloud computing arrangement that does not include a software license. This ASU will be effective for fiscal years (including interim periods within those fiscal years) beginning after December 15, 2019 (2020 for calendar-year companies). We do not expect this standard to have a material impact on our financial condition, cash flows, or results of operations.

In August 2018, the FASB issued an ASU, which amends the disclosure requirements for fair value measurements. The ASU requires companies to disclose the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The ASU also removes current disclosure requirements for the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2019, and should be applied prospectively for the additions to the disclosure requirements and applied retrospectively to all periods presented for all other amendments. As permitted by the ASU, we elected to partially early adopt the removal of current disclosure requirements and will adopt the new disclosure requirements as of the effective date. We do not expect this standard to have an impact on our financial condition, cash flows, or results of operations.

In January 2017, the FASB issued an ASU, which eliminates the requirement to determine the implied fair value of goodwill in measuring an impairment loss. Upon adoption, the measurement of a goodwill impairment will represent the excess of the reporting unit’s carrying value over fair value, limited to the carrying value of goodwill. This ASU is effective for goodwill impairment tests in fiscal years beginning after December 15, 2019 (2020 for calendar-year companies), with early adoption permitted. We do not expect this standard to have a material impact on our financial position or results of operations.

In June 2016, the FASB issued an ASU intended to improve the timing, and enhance the accounting and disclosure, of credit losses on financial assets. Additionally, this update will modify the existing accounting guidance related to the impairment evaluation for available-for-sale debt securities and will result in the creation of an allowance for credit losses as a contra asset account. The ASU will require cumulative-effect changes to retained earnings in the period of adoption, if any occur, and will also require prospective changes on previously recorded impairments. This ASU is effective for fiscal years (including interim periods within those fiscal years) beginning after December 15, 2019 (2020 for calendar-year companies), with early adoption permissible (including interim periods within that fiscal year) beginning after December 15, 2018 (2019 for calendar-year companies). While the ASU creates additional accounting complexities related to the recognition of the impairment losses, and subsequent recoveries, through an allowance for credit losses account, we currently do not expect the ASU to have a material impact on our current method of evaluating securities or reinsurance recoverables for credit losses or the timing or recognition of the amounts of the impairment losses.

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Adopted

On January 1, 2019, we adopted the ASU which required lessees to report their operating leases as both an asset and liability on the statement of financial position and to disclose key information about leasing arrangements in the financial statement footnotes. We are reporting our operating leased assets and liabilities as a component of “other assets” and “accounts payable, accrued expenses, and other liabilities,” respectively. We did not restate prior year information. Upon adoption of the ASU, based on our lease portfolio on January 1, 2019, and after applying the practical expedient under which we were not required to reassess any of our existing contracts, classification of our leases, or the initial direct costs for existing leases, we recorded a transition adjustment of $213.0 million for leased assets and $217.6 million for liabilities. The adoption of this ASU had no impact on our results of operations or cash flows. See Note 14 – Leases for further information.

On January 1, 2019, we adopted the ASU related to premium amortization on purchased callable debt securities. Under the ASU, the premium is required to be amortized to the earliest call date, which more closely aligns interest income recorded on bonds held at a premium with the economics of the underlying instrument. We applied the ASU on a modified retrospective basis, as required under the standard. Since we have historically used a yield-to-worst scenario for our securities that were purchased at a premium, and the first call on a premium security most often produces the lowest and most conservative yield, the adoption of this standard did not have an impact on our financial condition, cash flows, or results of operations.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

I. OVERVIEW

The Progressive Corporation’s insurance subsidiaries recognized strong growth in both premiums and policies in force in the first quarter 2019, compared to the same period last year. During the quarter, we generated $9.2 billion of net premiums written, 16% more than the first quarter last year. In addition, companywide net premiums earned increased 18%. We ended the quarter with 21.1 million total policies in force, an 11% increase over the same period last year.

On a year-over-year basis, net income attributable to Progressive increased 50%. Our underwriting profit increased 14% quarter-over-prior-year quarter. However, the primary driver of the increase in net income was the significant amount of net realized gains we recognized during the first quarter 2019, compared to net realized losses for the same period last year, reflecting $392.7 million of net holding period gains this quarter, primarily on our equity securities, versus $155.2 million of holding period losses in the first quarter last year. Comprehensive income attributable to Progressive increased 143% due to unrealized gains in our fixed-maturity securities during the first quarter 2019, compared to unrealized losses in the same period last year.

During the first quarter 2019, our effective tax rate was 30.9%, compared to 19.9% for the same period last year. During the quarter, we increased our provision for income taxes $156.1 million, principally reflecting the total reversal of the tax credits and other tax benefits previously recognized from certain renewable energy investments, plus interest. From 2016 to 2018, we invested in federal renewable energy tax credit funds. In late December 2018 and during the first two months of 2019, we learned of allegations of potential fraudulent conduct by the sponsor of three of these tax credit fund investments, including information about ongoing federal investigations. Based on our continuing investigations and information that has become available to us, we now believe the sponsor did commit fraud through these three tax credit funds and that all of the tax credits and other tax benefits related to those investments are not valid. In addition, we concluded that our investments in those funds will not generate the cash flows that we anticipated and accordingly wrote down our remaining investment in the amount of $24.3 million, which is part of the net realized gains discussed above.

During the first quarter 2019, our total capital (debt plus shareholders’ equity) increased $1.3 billion, to $16.5 billion, primarily reflecting the increase in comprehensive income during the quarter.

A. Insurance Operations

During the first quarter 2019, our Personal Lines, Commercial Lines, and Property operating segments all generated underwriting profitability, reporting profit margins of 10.9%, 16.4%, and 2.1%, respectively. Our Property underwriting margin included 5.0 points of amortization expense, predominately related to our acquisition of a controlling interest in ARX Holding Corp. (ARX) in 2015. Our special lines products were also profitable in the first quarter and favorably impacted our total Personal Lines combined ratio by about 1.6 points, since the special lines products are used less in the colder weather months.

On a year-over-year basis, our total catastrophe losses as a percent of earned premiums were fairly consistent, while our unfavorable prior accident year development was 0.9 points greater in the first quarter 2019. Our overall incurred personal auto frequency was down 3.0%, while severity was up 7.8%. The increase in severity primarily reflects increased medical costs, reopened personal injury protection claims, and higher repair costs for newer vehicles. While we largely priced for the increase in severity, we were not anticipating the magnitude of the continued decrease in frequency, which contributed to our underwriting profitability in the quarter.

All three of our segments contributed to our solid premium and policies in force growth on a year-over-year basis. Our companywide net premiums written grew 16%, with Personal Lines growing 14%, Commercial Lines 26%, and Property 19%, reflecting both an increase in rate and volume.

During the first quarter, on a year-over-year basis, our written premium per policy for our personal auto businesses increased about 3%, primarily reflecting a shift in the mix of business toward higher premium coverages and the minimal rate increases we took during the last 12 months. Written premium per policy increased 3% for our special lines products and increased 15% for our Commercial Lines business. The Commercial Lines increase reflects shifts in our mix of businesses to higher premium market tiers, as well as rate actions taken throughout 2018. Written premium per policy for the Property business was flat, reflecting rate increases offset by a mix shift to lower average premium policies. We continue earning in previous rate level increases taken in our Property business during 2018, to help meet our profitability targets.

During the first quarter, total new personal auto applications (i.e., issued policies) increased 8% on a year-over-year basis, including a 9% and 8% increase in our Agency auto and Direct auto businesses, respectively. We continued to generate new business application growth in our bundled auto and home customers (i.e., Robinsons) in both the Agency and Direct channels. Although we experienced solid year-over-year new application growth in our auto products in the first quarter 2019, the rate of growth is lower than we experienced in the first quarter last year, in part reflecting our competitors lowering rates and what we

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believe are signs of a softening marketplace. Nevertheless, we continue to believe that we are well positioned with competitive product offerings and will continue to spend on marketing when we believe that it is an efficient use of our dollars. New applications for our special lines products were up 4% during the first quarter 2019, compared to the same period last year.

For the Commercial Lines business, new applications increased 11% on a year-over-year basis during the first quarter 2019. We had some underwriting restrictions in place during the first quarter last year, most of which were lifted during the second quarter 2018. We will continue to monitor our rate levels with a view toward continuing to manage profitably while providing high-quality customer service.

The Property business had a 3% increase in new applications for the first quarter 2019, compared to an 85% increase in new applications for the same period last year. Throughout 2017 and 2018, we increased our state footprint in the Property business and, in addition, we generated additional new applications when an unaffiliated carrier stopped offering homeowners insurance through our in-house agency in 2018.

We ended the first quarter 2019 with over 21 million companywide policies in force, which included 13.9 million personal auto policies in force. Our Personal Lines policies in force grew 11%, or 1.8 million policies, over the same period last year, with Agency auto and Direct auto growing 12% and 15%, respectively, and our special lines products policies in force growing 3%. Our Commercial Lines business policies in force grew 8% and the Property business grew 21%.     

To grow policies in force, it is critical that we retain our customers for longer periods. Consequently, increasing retention is one of our most important priorities. Our efforts to increase our share of multi-product households continue to be a key initiative to support that goal. Policy life expectancy, which is our actuarial estimate of the average length of time that a policy will remain in force before cancellation or lapse in coverage, is our primary measure of customer retention in our vehicle businesses. Our trailing 12-month total auto policy life expectancy was down 1% over last year and our trailing 3-month total auto policy life expectancy, which does not address seasonality and can reflect more volatility, was down 2%. Our Agency auto trailing 12-month policy life expectancy was up 1%, while Direct auto was down 3%. Both special lines and Commercial Lines trailing 12-month policy life expectancy decreased 3% year over year. The decline in policy life expectancy growth is due, in part, to targeted underwriting changes introduced in our new product model during 2018. We expect the unfavorable impact from these targeted underwriting changes to continue through the second quarter 2019. We remain focused in our retention efforts and are also continuing to make investments to improve the customer experience in an effort to lengthen retention.

B. Investments

The fair value of our investment portfolio was $34.5 billion at March 31, 2019. Our asset allocation strategy is to maintain 0%-25% of our portfolio in Group I securities, with the balance (75%-100%) of our portfolio in Group II securities (the securities allocated to Group I and II are defined below under Results of Operations – Investments). At both March 31, 2019 and December 31, 2018, 14% of our portfolio was allocated to Group I securities and 86% to Group II securities.

Our recurring investment income generated a pretax book yield of 3.1% for the first quarter 2019, compared to 2.6% for the same period in 2018. The increase in portfolio yields was a result of significant cash inflows from our issuance of debt and preferred stock, strong profitability from our insurance operations, and portfolio turnover through maturities, calls, and paydowns. As interest rates rose in 2018, we opportunistically increased our duration in the fourth quarter, enabling us to invest the cash proceeds at yields in excess of the portfolio’s average yield. Our investment portfolio produced a fully taxable equivalent (FTE) total return of 3.2% for the first quarter 2019, compared to (0.3)% for the same period in 2018. Our fixed-income and common stock portfolios had FTE total returns of 2.3% and 13.3%, respectively, for the first quarter 2019, compared to (0.3)% and (0.3)%, respectively, last year. We generated a positive return in the fixed-income portfolio this quarter as interest rates declined resulting in valuation increases of our securities. The equity market recovered from a sharp fourth quarter decline, which resulted in the positive equity return during the quarter.

At March 31, 2019, the fixed-income portfolio had a weighted average credit quality of AA- and a duration of 2.6 years, compared to AA- and 2.8 years, respectively, at December 31, 2018. We shortened our portfolio duration modestly during the quarter in response to lower interest rates. Our duration remains below the mid-point of our range as a means to limit a decline in portfolio value from a significant increase in rates from current levels.

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II. FINANCIAL CONDITION

A. Liquidity and Capital Resources

Progressive’s insurance operations create liquidity by collecting and investing premiums from new and renewal business in advance of paying claims. Operations generated positive cash flows of about $1.9 billion and $1.7 billion for the first three months of 2019 and 2018, respectively, as premiums collected increased at a faster rate than paid losses.

As discussed above, during the first quarter 2019, we increased our tax provision $156.1 million, which represented the reversal of the total tax credits and other tax benefits, including interest, previously recognized from certain renewable energy investments that we invested in from 2016 to 2018 (see Note 5 – Income Taxes for further discussion). We do not expect payment of this additional tax liability to have a material impact on our liquidity. Any future recoveries related to these investments is uncertain at this time and will be recognized as received.

Our total capital (debt plus shareholders’ equity) was $16.5 billion, at book value, at March 31, 2019, compared to $14.2 billion at March 31, 2018, and $15.2 billion at December 31, 2018. The increase since year end primarily reflects the increase in comprehensive income during that period.

Our debt-to-total capital ratio remained below 30% during all reported periods, consistent with our financial policy. This ratio, which reflects debt as a percent of debt plus shareholders’ equity and excludes redeemable noncontrolling interest, was 26.7% at March 31, 2019, 27.2% at March 31, 2018, and 28.9% at December 31, 2018.

During the first quarter 2019, we deployed capital through share repurchases and dividends. We spent $26.1 million to repurchase 429,437 common shares, pursuant to our equity compensation plans; we did not repurchase any of our common shares in the open market. During the first quarter, our Board of Directors declared dividends on both our Series B Preferred Shares and our common shares. The Series B Preferred Share dividend of $13.4 million was paid during the quarter, while the common share dividend of $0.10 per common share, or $58.4 million in the aggregate, was paid in April 2019. During the first quarter 2019, we also paid the $2.5140 common share dividend declared in 2018, for a total payout of $1,467.9 million.

We seek to deploy capital in a prudent manner and use multiple data sources and modeling tools to estimate the frequency, severity, and correlation of identified exposures, including, but not limited to, catastrophic and other insured losses, natural disasters, and other significant business interruptions, to estimate our potential capital needs. During the first three months of 2019 and at all times during 2018, our total capital exceeded the sum of our regulatory capital layer plus our self-constructed extreme contingency layer, as described in our Annual Report to Shareholders for the year ended December 31, 2018. Based upon our capital planning and forecasting efforts, we believe that we have sufficient capital resources and cash flows from operations to support our current business, scheduled principal and interest payments on our debt, dividends on common shares and Series B Preferred Shares, our contractual obligations, and other expected capital requirements for the foreseeable future.

Our unsecured discretionary line of credit (the “Line of Credit”) with PNC Bank, National Association, in the maximum principal amount of $250 million was renewed during April 2019, on the same terms and conditions, and will expire on April 30, 2020. We did not engage in short-term borrowings, including any borrowings under our discretionary Line of Credit, to fund our operations or for liquidity purposes during the reported periods.

B. Commitments and Contingencies

Contractual Obligations

During the first three months of 2019, our contractual obligations have not changed materially from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2018.

Off-Balance-Sheet Arrangements

Our off-balance-sheet leverage includes purchase obligations. Beginning January 1, 2019, we adopted new accounting guidance eliminating off-balance-sheet accounting treatment for operating leases (see Note 14 – Leases and Note 15 – New Accounting Standards for further discussion). There have been no other material changes in off-balance-sheet items from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2018.

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III. RESULTS OF OPERATIONS – UNDERWRITING

A. Segment Overview

We report our underwriting operations in three segments: Personal Lines, Commercial Lines, and Property. As a component of our Personal Lines segment, we report our Agency and Direct business results to provide further understanding of our products by distribution channel. Our other indemnity businesses include our run-off businesses.

The following table shows the composition of our companywide net premiums written, by segment, for the respective periods:

	Three Months Ended March 31,
	2019		2018
Personal Lines
Agency	40	%	42	%
Direct	43		43
Total Personal Lines1	83		85
Commercial Lines	13		11
Property	4		4
Total underwriting operations	100	%	100	%

¹ Personal auto insurance accounted for 95% of the total Personal Lines segment net premiums written during the three months ended March 31, 2019 and 2018; insurance for our special lines products accounted for the balance.

Our Personal Lines business writes insurance for personal autos and special lines products (e.g., motorcycles, watercraft, and RVs). We currently write our Personal Lines products in all 50 states. We also offer our personal auto product (not special lines products) in the District of Columbia. Our personal auto policies are primarily written for 6-month terms, while the special lines products are written for 12-month terms.

Our Commercial Lines business writes primary liability, physical damage, and other auto-related insurance for automobiles and trucks owned and/or operated predominantly by small businesses. The majority of our Commercial Lines business is written through the independent agency channel. The amount of business written through the direct channel continues to grow and represented about 16% of premiums written for the first quarter 2019. We write Commercial Lines business in all 50 states and our policies are primarily written for 12-month terms.

Our Property business writes residential property insurance for single family homes, condominium unit owners, renters, etc., and primarily consists of the operations of the ARX organization. We write the majority of our Property business through the independent agency channel; however, we continue to expand the distribution of our Property product offerings in the direct channel. Property policies are written for 12-month terms. We write residential property insurance in 43 states and the District of Columbia, renters insurance in 45 states and the District of Columbia, and flood insurance in 44 states and the District of Columbia. Our flood insurance is written primarily through the National Flood Insurance Program. Florida and Texas remain the largest states for the Property business, together comprising about 40% of the first quarter written premium volume.

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B. Profitability

Profitability for our underwriting operations is defined by pretax underwriting profit, which is calculated as net premiums earned plus fees and other revenues less losses and loss adjustment expenses, policy acquisition costs, and other underwriting expenses. We also use underwriting margin, which is underwriting profit or loss expressed as a percentage of net premiums earned, to analyze our results. For the respective periods, our underwriting profitability results were as follows:

	Three Months Ended March 31,
	2019				2018
	Underwriting Profit (Loss)				Underwriting Profit (Loss)
($ in millions)	$		Margin		$		Margin
Personal Lines
Agency	$	453.0	12.9	%	$	409.1	13.4	%
Direct	321.9		9.0		298.0		9.9
Total Personal Lines	774.9		10.9		707.1		11.6
Commercial Lines	166.6		16.4		94.8		11.7
Property1	7.7		2.1		28.5		10.0
Other indemnity2	0		NM		0.2		NM
Total underwriting operations	$	949.2	11.2	%	$	830.6	11.6	%

¹ For the three months ended March 31, 2019 and 2018, pretax profit (loss) includes $17.9 million and $18.0 million, respectively, of amortization expense predominately associated with the acquisition of a controlling interest in ARX.

² Underwriting margins for our other indemnity businesses are not meaningful (NM) due to the lack of premiums earned by, and the variability of loss costs in, such businesses.

Our underwriting profit margin was slightly lower in the first quarter of 2019, compared to the same periods last year. On a quarter-over-prior-year quarter, advertising spend increased 30% during the first quarter 2019, while our other underwriting costs saw increases consistent with our 18% increase in net premiums earned.

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Further underwriting results for our Personal Lines business, including results by distribution channel, the Commercial Lines business, the Property business, and our underwriting operations in total, were as follows:

	Three Months Ended March 31,
Underwriting Performance1	2019	2018	Change
Personal Lines—Agency
Loss & loss adjustment expense ratio	67.8	67.5	0.3	pts.
Underwriting expense ratio	19.3	19.1	0.2	pts.
Combined ratio	87.1	86.6	0.5	pts.
Personal Lines—Direct
Loss & loss adjustment expense ratio	69.9	69.6	0.3	pts.
Underwriting expense ratio	21.1	20.5	0.6	pts.
Combined ratio	91.0	90.1	0.9	pts.
Total Personal Lines
Loss & loss adjustment expense ratio	68.9	68.6	0.3	pts.
Underwriting expense ratio	20.2	19.8	0.4	pts.
Combined ratio	89.1	88.4	0.7	pts.
Commercial Lines
Loss & loss adjustment expense ratio	62.7	67.4	(4.7	) pts.
Underwriting expense ratio	20.9	20.9	0	pts.
Combined ratio	83.6	88.3	(4.7	) pts.
Property
Loss & loss adjustment expense ratio	68.1	55.1	13.0	pts.
Underwriting expense ratio2	29.8	34.9	(5.1	) pts.
Combined ratio2	97.9	90.0	7.9	pts.
Total Underwriting Operations3
Loss & loss adjustment expense ratio	68.1	67.9	0.2	pts.
Underwriting expense ratio	20.7	20.5	0.2	pts.
Combined ratio	88.8	88.4	0.4	pts.
Accident year — Loss & loss adjustment expense ratio4	66.4	67.1	(0.7	) pts.

¹ Ratios are expressed as a percentage of net premiums earned; fees and other revenues are netted with underwriting expenses in the ratio calculations.

² Included in the three months ended March 31, 2019 and 2018, are 5.0 points and 6.3 points, respectively, of amortization expense predominately associated with our acquisition of a controlling interest in ARX. Excluding these additional expenses the Property business would have reported expense ratios of 24.8 and 28.6 and combined ratios of 92.9 and 83.7, respectively.

³ Combined ratios for the other indemnity businesses are not presented separately due to the low level of premiums earned by, and the variability of loss costs in, such businesses.

⁴ The accident year ratios include only the losses that occurred during the period noted. As a result, accident period results will change over time, either favorably or unfavorably, as we revise our estimates of loss costs when payments are made or reserves for that accident period are reviewed.

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Losses and Loss Adjustment Expenses (LAE)

	Three Months Ended March 31,
(millions)	2019		2018
Change in net loss and LAE reserves	$	340.1	$	275.2
Paid losses and LAE	5,418.9		4,595.6
Total incurred losses and LAE	$	5,759.0	$	4,870.8

Claims costs, our most significant expense, represent payments made, and estimated future payments to be made, to or on behalf of our policyholders, including expenses needed to adjust or settle claims. Claims costs are a function of loss severity and frequency and, for our vehicle businesses, are influenced by inflation and driving patterns, among other factors, some of which are discussed below. In our Property business, severity is primarily a function of construction costs and the age of the structure. Accordingly, anticipated changes in these factors are taken into account when we establish premium rates and loss reserves. Loss reserves are estimates of future costs and our reserves are adjusted as underlying assumptions change and information develops.

Our total loss and LAE ratio increased 0.2 points for the first quarter 2019, compared to the same period last year, primarily due to higher prior year accident development and higher severity, partially offset by higher average premiums and lower auto frequency.

The following table shows our consolidated catastrophe losses, excluding loss adjustment expenses, incurred during the periods:

	Three Months Ended March 31,
($ in millions)	2019			2018
Vehicle businesses	$	46.3		$	25.5
Property business, net of reinsurance (excluding ASL)	61.6			24.6
Reinsurance (recoverable)/reversal on ASL1	(36.0		)	(0.8		)
Property business, net	25.6			23.8
Total net catastrophe losses incurred	$	71.9		$	49.3
Increase to combined ratio	0.8		pts.	0.7		pts.

¹ Represents the reinsurance recoverable recorded on the losses under our aggregate stop-loss agreements (ASL); see table below for further information.

In the first quarter 2019, on a gross basis, about half of the catastrophe losses were due to wind and hail storms in Texas. We have responded, and will continue to respond, promptly to catastrophic events when they occur in order to provide exemplary claims service to our customers.

We do not have catastrophe-specific reinsurance for our vehicle businesses. We reinsure most of our Property business against various risks, including, but not limited to, catastrophic losses through excess of loss reinsurance and an aggregate stop-loss agreement.

The table below reports the reinsurance recoverable activity under our aggregate stop-loss agreements (ASL) related to 2019 accident year losses and development on 2018 and 2017 accident year losses. The 2017 and 2018 ASL agreements cover Property losses and a portion of LAE known as allocated loss adjustment expenses (ALAE) except those from named storms (both hurricanes and tropical storms) and liability claims, for business written by ARX subsidiaries that write Property business. As such, it provides protection for losses and ALAE incurred by our Property business in the ordinary course, including those resulting from other significant severe weather events, such as hail, tornadoes, etc. These agreements provide $200 million of coverage to the extent that the net loss and LAE ratio for the full accident year exceeds 63%. While the 2019 ASL agreement has substantially the same terms as those described above, the 2019 ASL agreement also covers up to $100 million of retained losses and ALAE from named storms, to the extent we are below the aggregate $200 million coverage.

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The following table shows the total reinsurance recoverables activity during 2019 and 2018, under the aggregate stop-loss agreement by accident year:

	Three Months Ended March 31,
($ in millions)	2019			2018
Reinsurance recoverable balance at January 1	$	12.5		$	4.6
Reinsurance recoverables recognized on losses
Accident year:
2019	36.3			NA
2018	0			0
2017	(0.3		)	0.8
Total	36.0			0.8
Reinsurance recoverables recognized on ALAE
Accident year:
2019	3.2			NA
2018	0			0
2017	0.5			0
Total	3.7			0
Total reinsurance recoverables recognized
Accident year:
2019	39.5			NA
2018	0			0
2017	0.2			0.8
Total	39.7			0.8
Reinsurance Recoverable at March 31	$	52.2		$	5.4

NA = Not Applicable

In addition to the aggregate stop-loss agreements, our Property business is covered by multi-year catastrophe reinsurance contracts, which carry retention thresholds for losses and LAE from a single catastrophic event of $60 million (see Item 1 - Description of Business-Reinsurance in our Annual Report on Form 10-K for the year ended December 31, 2018 for further discussion).

The following discussion of our severity and frequency trends in our personal auto businesses excludes comprehensive coverage because of its inherent volatility, as it is typically linked to catastrophic losses generally resulting from adverse weather. For our commercial auto products, the reported frequency and severity trends include comprehensive coverage. Comprehensive coverage insures against damage to a customer’s vehicle due to various causes other than collision, such as windstorm, hail, theft, falling objects, and glass breakage.

Total personal auto incurred severity (i.e., average cost per claim, including both paid losses and the change in case reserves) on a calendar-year basis increased about 8% for the three months ended March 31, 2019, compared to the same period last year. Following are the changes we experienced in severity in our auto coverages on a year-over-year basis:

• Bodily injury increased about 8%, primarily due to increases in medical costs.

• Personal injury protection (PIP) increased about 8%, primarily due to reopened claims.

• Property damage and collision coverages both increased about 7%, in part due to an increase in the severity of total loss claims on younger vehicles and higher costs to repair newer vehicles.

It is a challenge to estimate future severity, especially for bodily injury and PIP claims, but we continue to monitor changes in the underlying costs, such as medical costs, health care reform, and jury verdicts, along with regulatory changes and other factors that may affect severity.

Our personal auto incurred frequency, on a calendar-year basis, decreased about 3% for the first quarter 2019, compared to the same period last year. Following are the frequency changes we experienced by coverage on a year-over-year basis:

• Collision and PIP decreased about 4%.

• Auto property damage and bodily injury decreased about 3%.

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We closely monitor the changes in frequency, but the degree or direction of near-term frequency change is not something that we are able to predict with any certainty. We analyze trends to distinguish changes in our experience from external factors, such as changes in the number of vehicles per household, miles driven, gasoline prices, advances in vehicle safety, and unemployment rates, versus those resulting from shifts in the mix of our business, to allow us to reserve more accurately for our loss exposures.

On a year-over-year basis, our commercial auto products incurred severity increased 11% and frequency decreased 4%. We are disclosing changes in commercial auto products severity and frequency using a trailing 12-month period and excluding our transportation network company (TNC) business. Using a trailing 12-month period mitigates the effects of month-to-month variability and addresses inherent seasonality trends in the commercial auto products. Since the loss patterns in the TNC business are not indicative of our other commercial auto products, disclosing severity and frequency trends without that business is more indicative of our overall experience. In addition to general trends in the marketplace, the increase in our commercial auto products severity reflects a shift in the mix of business to for-hire trucking, which has higher average severity than the business auto and contractor market tiers. The frequency decrease was in part due to continued product segmentation and underwriting restrictions, which created a mix shift toward more preferred, lower-frequency, business.

The table below presents the actuarial adjustments implemented and the loss reserve development experienced in the following periods on a companywide basis:

	Three Months Ended March 31,
($ in millions)	2019			2018
ACTUARIAL ADJUSTMENTS
Reserve decrease (increase)
Prior accident years	$	(16.7	)	$	6.2
Current accident year	13.3			7.7
Calendar year actuarial adjustment	$	(3.4	)	$	13.9
PRIOR ACCIDENT YEARS DEVELOPMENT
Favorable (unfavorable)
Actuarial adjustment	$	(16.7	)	$	6.2
All other development	(125.9		)	(61.8		)
Total development	$	(142.6	)	$	(55.6	)
(Increase) decrease to calendar year combined ratio	(1.7		) pts.	(0.8		) pts.

Total development consists of both actuarial adjustments and “all other development.” The actuarial adjustments represent the net changes made by our actuarial staff to both current and prior accident year reserves based on regularly scheduled reviews. Through these reviews, our actuaries identify and measure variances in the projected frequency and severity trends, which allow them to adjust the reserves to reflect the current cost trends. For our Property business, 100% of the outstanding reserves are reviewed monthly and, as such, include any development on catastrophe losses as part of the actuarial adjustments. For the vehicle businesses, only a subset of our reserves is reviewed monthly as part of the actuarial adjustment process. Development for catastrophe losses for the vehicle businesses would be reflected in “all other development,” discussed below, to the extent they relate to prior year reserves. We report these actuarial adjustments separately for the current and prior accident years to reflect these adjustments as part of the total prior accident years development.

“All other development” represents claims settling for more or less than reserved, emergence of unrecorded claims at rates different than anticipated in our incurred but not recorded (IBNR) reserves, and changes in reserve estimates on specific claims. Although we believe the development from both the actuarial adjustments and “all other development” generally results from the same factors, we are unable to quantify the portion of the reserve development that might be applicable to any one or more of those underlying factors.

Our objective is to establish case and IBNR reserves that are adequate to cover all loss costs, while incurring minimal variation from the date the reserves are initially established until losses are fully developed. As reflected in the table above, we experienced unfavorable prior year development during the first quarter 2019. The unfavorable development was primarily attributable to higher than anticipated claims occurring in late 2018 but not reported until 2019, a higher than anticipated frequency of reopened PIP claims in our personal auto business, and increased injury severity. See Note 6 – Loss and Loss Adjustment Expense Reserves, for a more detailed discussion of our prior accident years development. We continue to focus on our loss reserve analysis, attempting to enhance accuracy and to further our understanding of our loss costs.

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Underwriting Expenses

Progressive’s underwriting expenses increased 19% for the first quarter 2019, compared to the same period last year, primarily reflecting an increase in advertising spend. During the first quarter 2019, our advertising expenditures increased 30%, compared to the same period last year. We will continue to invest in advertising as long as we generate sales at a cost below the maximum amount we are willing to spend to acquire a new customer. Despite the increase in our total underwriting expenses, the underwriting expense ratio (i.e., policy acquisition costs and other underwriting expenses, net of fees and other revenues, expressed as a percentage of net premiums earned) was only 0.2 points higher for the three months ended March 31, 2019, compared to the same period last year, in part reflecting the increase in earned premium per policy we realized during the quarter.

C. Growth

For our underwriting operations, we analyze growth in terms of both premiums and policies. Net premiums written represent the premiums from policies written during the period, less any premiums ceded to reinsurers. Net premiums earned, which are a function of the premiums written in the current and prior periods, are earned as revenue over the life of the policy using a daily earnings convention. Policies in force, our preferred measure of growth since it removes the variability due to rate changes or mix shifts, represents all policies under which coverage was in effect as of the end of the period specified.

	Three Months Ended March 31,
($ in millions)	2019		2018		% Growth
NET PREMIUMS WRITTEN
Personal Lines
Agency	$	3,766.4	$	3,335.3	13	%
Direct	3,956.1		3,409.5		16
Total Personal Lines	7,722.5		6,744.8		14
Commercial Lines	1,165.2		926.9		26
Property	352.2		297.1		19
Total underwriting operations	$	9,239.9	$	7,968.8	16	%
NET PREMIUMS EARNED
Personal Lines
Agency	$	3,508.5	$	3,063.8	15	%
Direct	3,576.3		3,016.3		19
Total Personal Lines	7,084.8		6,080.1		17
Commercial Lines	1,013.0		808.6		25
Property	362.0		285.3		27
Total underwriting operations	$	8,459.8	$	7,174.0	18	%
	March 31,
(thousands)	2019		2018		% Growth
POLICIES IN FORCE
Agency auto	6,609.1		5,909.1		12	%
Direct auto	7,335.3		6,385.6		15
Total auto	13,944.4		12,294.7		13
Special lines1	4,402.1		4,286.2		3
Personal Lines — total	18,346.5		16,580.9		11	%
Commercial Lines	711.6		659.0		8	%
Property	2,002.3		1,651.0		21	%

¹ Includes insurance for motorcycles, watercraft, RVs, and similar items.

At March 31, 2019, we had approximately 2.2 million more policies in force than in the comparable period last year. The increase primarily reflects an increase in new applications.

Although new policies are necessary to maintain a growing book of business, we continue to recognize the importance of retaining our current customers as a critical component of our continued growth. As shown in the tables below, we measure retention by policy life expectancy. We disclose our changes in policy life expectancy using a trailing 12-month period, since we believe this measure is indicative of recent experience, mitigates the effects of month-to-month variability, and addresses seasonality. We also review our customer retention for our personal auto products using a trailing 3-month period. Although

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using a trailing 3-month measure does not address seasonality and can reflect more volatility, this measure is more responsive to current experience and can be an indicator of how our retention rates are moving.

To analyze growth, we review new policies, rate levels, and the retention characteristics of our segments.

D. Personal Lines

The following table shows our year-over-year changes for our Personal Lines business:

	Growth Over Prior Year Quarter
	2019		2018
APPLICATIONS
New	8	%	21	%
Renewal	12		11
WRITTEN PREMIUM PER POLICY - AUTO	3		5
RETENTION MEASURES - AUTO
Policy life expectancy
Trailing 3-months	(2	)	14
Trailing 12-months	(1	)	10

In our Personal Lines business, the increase in both new and renewal applications resulted primarily from increases in our personal auto products although our special lines products experienced increases in applications as well. In the auto businesses, the increase in new applications was primarily attributable to our competitive product offerings and position in the marketplace and reflects our increase in advertising spend during the first quarter of 2019. For the quarter, on a year-over-year basis, our auto new applications were up 8% and our special lines products were up 4%, with the Agency and Direct businesses contributing to both products relatively evenly. We continue to experience growth, albeit at slower rates than during the same period last year, as competitors lower rates and we are seeing signs of a softening marketplace.

We did take minimal rate increases in our auto businesses over the trailing 12-month period, which, in addition to a shift in business mix to higher-priced products, contributed to the increase we experienced in written premium per policy for the first quarter. Although we continue to believe that our Destination Era efforts, including our efforts to improve the customer experience, continue to have a positive impact on our retention, we saw both our trailing 3-month and 12-month retention measures decrease year-over-year. The decrease reflects targeted underwriting changes introduced in our new product models during 2018. We anticipate the effect of these changes will continue to unfavorably impact our policy life expectancy for the first half of 2019.

We report our Agency and Direct business results separately as components of our Personal Lines segment to provide further understanding of our products by distribution channel.

The Agency Business

	Growth Over Prior Year Quarter
	2019		2018
Auto: new applications	9	%	19	%
renewal applications	11		12
written premium per policy	3		5
Auto retention measures:
policy life expectancy - trailing 3-months	0		15
trailing 12-months	1		11

The Agency business includes business written by more than 35,000 independent insurance agencies that represent Progressive, as well as brokerages in New York and California. New and renewal applications increased during the first quarter 2019, primarily reflecting our competitiveness in the marketplace despite a softening market as many of our competitors lowered rates. During the quarter, we experienced a decrease in Agency auto quote volume of about 3%, with a rate of conversion (i.e., converting a quote to a sale) increase of about 12%, compared to the same period last year. We continued to experience strong policy in force growth in each of our consumer segments (e.g., inconsistently insured, consistently insured and maybe a renter, homeowners who do not bundle auto and home, and homeowners who bundle auto and home) and we continued to grow our

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new Agency auto applications across all consumer segments, except in our inconsistently insured segment, with the largest increase coming from our bundled auto and home product (i.e., Robinsons), albeit on a smaller base.

During the first quarter, we generated new auto application growth in 35 states and the District of Columbia, including five of our top 10 largest Agency states. Written premium per policy for new and renewal Agency auto business increased 5% and 3%, respectively, for first quarter 2019, as compared to the same period last year, primarily reflecting shifts in the mix of business along with the minimal rate increases previously discussed.

The Direct Business

	Growth Over Prior Year Quarter
	2019		2018
Auto: new applications	8	%	31	%
renewal applications	16		13
written premium per policy	3		4
Auto retention measures:
policy life expectancy - trailing 3-months	(5	)	14
trailing 12-months	(3	)	8

The Direct business includes business written directly by Progressive on the Internet, through mobile devices, and over the phone. New and renewal applications increased during the first quarter, primarily reflecting our competitiveness in the marketplace. During the quarter, we did not experience growth in our Direct auto quote volume, but saw the rate of conversion increase about 8% compared to the same period last year. During the quarter, we generated new Direct auto application growth in 39 states, including seven of our top 10 largest Direct states.

During the first quarter, we continued to grow our new Direct auto applications and policies in force across all consumer segments and, with the marketing investments that continued to target auto/home bundlers, we saw the highest growth in our Robinsons consumer segment. Written premium per policy for new and renewal Direct auto business increased 2% and 3%, respectively, as compared to the same periods last year, primarily reflecting shifts in the mix of business and the minimal rate increases previously discussed.

E. Commercial Lines

	Growth Over Prior Year Quarter
	2019		2018
New applications	11	%	27	%
Renewal applications	9		3
Written premium per policy	15		14
Policy life expectancy - trailing 12-months	(3	)	(1	)

Our Commercial Lines business operates in the business auto, for-hire transportation, contractor, for-hire specialty, tow, and for-hire livery markets and is primarily written in the agency channel. Commercial Lines experienced solid year-over-year new application growth in the first quarter 2019, reflecting an increase in both quote volume and conversion, a generally strong economy, and competitor rate increases. We continue to monitor the growth and profitability across all of our business market targets and will impose underwriting restrictions when we believe it is necessary to meet our profitability objectives. During 2018, we increased rates and experienced shifts in business mix, to higher premium segments, which continued into 2019, contributing to the increase in our written premium per policy during the first quarter. The decrease in policy life expectancy was also primarily attributable to the rate increases and prior year underwriting restrictions.

During the first quarter 2019, we expanded our footprint in the transportation network company business by adding nine additional states, bringing the total numbers of states where we insure Uber ride and Uber eats to 13 states. We continue to believe we are well positioned to offer competitive rates to the best owners/operators and small fleets though Smart Haul^®, our usage-based insurance program for our for-hire transportation policyholders.

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F. Property

	Growth Over Prior Year Quarter
	2019		2018
New applications	3	%	85	%
Renewal applications	25		19
Written premium per policy	0		(5	)

Our Property business writes residential property insurance for homeowners, other property owners, and renters, primarily in the agency channel. During the first quarter 2019, our Property business experienced a slowing new application growth. The significant growth in new applications during the comparable period in 2018 was largely attributable to state expansion and momentum in growing Robinsons through our Platinum agency offering. In addition, during 2018, our Property business benefited from business we began writing when an unaffiliated carrier stopped offering homeowners’ insurance through our in-house agency.

Although written premium per policy was flat quarter-over-prior-year quarter, it was better than the decrease experienced in the first quarter last year. We are starting to see some of the rate increases we took in 2018 earn in since Property policies have annual terms. We will continue to increase rates where needed to get us in line with our profitability target.

G. Income Taxes

A deferred tax asset or liability is a tax benefit or expense that is expected to be realized in a future tax year. At March 31, 2019 and 2018, we reported net deferred tax liabilities, and a net deferred tax asset at December 31, 2018. At March 31, 2019 and 2018, and December 31, 2018, we had net current income taxes payable of $480.3 million, $245.6 million, and $16.8 million, respectively, which were reported as part of “other liabilities.” The increase in our current tax liability from the first quarter last year primarily reflects the reversal of certain tax credits and other tax benefits discussed below.

Our effective tax rate was 30.9% for the first quarter 2019, compared to 19.9% for the same period last year. During the first quarter 2019, we increased our provision for income taxes $156.1 million, which increased our current tax liability $218.9 million and decreased our deferred tax liability $62.8 million. The increase to provision principally reflects the total reversal of the tax credits and other tax benefits previously recognized from certain renewable energy investments, plus interest. See Note 5 – Income Taxes for additional discussion.

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IV. RESULTS OF OPERATIONS – INVESTMENTS

A. Investment Results

We disclose total return to reflect our management philosophy governing the portfolio and our evaluation of investment results. The fully taxable equivalent (FTE) total return includes recurring investment income, adjusted to a fully taxable amount for certain securities that receive preferential tax treatment (e.g., municipal securities), and total net realized, and changes in total net unrealized, gains (losses) on securities.

Our investment portfolio produced an FTE total return of 3.2% for the three months ended March 31, 2019, compared to (0.3)% for the same period in 2018. Our fixed-income and common stock portfolios had FTE total returns of 2.3% and 13.3%, respectively, for the three months ended March 31, 2019, and (0.3)% and (0.3)%, respectively, for the same period in 2018. As interest rates declined during the quarter, we reduced our fixed-income portfolio duration from 2.8 years to 2.6 years. We generated a positive return in the fixed-income portfolio this quarter as interest rates and risk premium pricing declined resulting in valuation increases of our securities. The equity market recovered from a sharp fourth quarter drop. Our indexed portfolio return was in line with the overall market, while our actively managed portfolio lagged the overall market.

The following table summarizes investment results for the periods ended March 31:

	Three Months
	2019		2018
Pretax recurring investment book yield (annualized)	3.1	%	2.6	%
Weighted average FTE book yield (annualized)	3.2		2.6
FTE total return:
Fixed-income securities	2.3		(0.3	)
Common stocks	13.3		(0.3	)
Total portfolio	3.2	%	(0.3	)%

A further break-down of our FTE total returns for our portfolio for the periods ended March 31, follows: 

	Three Months
	2019		2018
Fixed-income securities:
U.S. Treasury Notes	1.6	%	(0.8	)%
Municipal bonds	1.8		(0.1	)
Corporate bonds	3.7		(0.6	)
Residential mortgage-backed securities	0.9		0.5
Commercial mortgage-backed securities	2.4		(0.1	)
Other asset-backed securities	1.1		0.1
Preferred stocks	6.3		0
Short-term investments	0.6		0.4
Common stocks:
Indexed	13.4		(0.6	)
Actively managed	12.1	%	3.8	%

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B. Portfolio Allocation

The composition of the investment portfolio was: 

($ in millions)	Fair Value		% of Total Portfolio		Duration (years)	Rating1
March 31, 2019
Fixed maturities	$	27,821.9	80.6	%	2.8	AA-
Nonredeemable preferred stocks	1,095.4		3.2		2.4	BBB-
Short-term investments	2,584.7		7.5		<0.1	AA
Total fixed-income securities	31,502.0		91.3		2.6	AA-
Common equities	3,010.5		8.7		na	na
Total portfolio2,3	$	34,512.5	100.0	%	2.6	AA-
March 31, 2018
Fixed maturities	$	22,420.1	76.7	%	2.7	AA-
Nonredeemable preferred stocks	745.9		2.5		3.1	BBB-
Short-term investments	3,052.4		10.4		<0.1	AA-
Total fixed-income securities	26,218.4		89.6		2.6	AA-
Common equities	3,033.2		10.4		na	na
Total portfolio2,3	$	29,251.6	100.0	%	2.6	AA-
December 31, 2018
Fixed maturities	$	28,111.5	83.7	%	2.9	AA-
Nonredeemable preferred stocks	1,033.9		3.1		2.6	BBB-
Short-term investments	1,795.9		5.4		0.1	AA
Total fixed-income securities	30,941.3		92.2		2.8	AA-
Common equities	2,626.1		7.8		na	na
Total portfolio2,3	$	33,567.4	100.0	%	2.8	AA-
na = not applicable

¹Represents ratings at period end. Credit quality ratings are assigned by nationally recognized statistical rating organizations. To calculate the weighted average credit quality ratings, we weight individual securities based on fair value and assign a numeric score of 0-5, with non-investment-grade and non-rated securities assigned a score of 0-1. To the extent the weighted average of the ratings falls between AAA and AA+, we would assign an internal rating of AAA-.

²Our portfolio reflects the effect of unsettled security transactions; at March 31, 2019, we had $76.5 million included in “other assets,”

compared to $83.6 million and $5.9 million at March 31, 2018 and December 31, 2018, respectively, included in “other liabilities.”

³The total fair value of the portfolio at March 31, 2019 and 2018, and December 31, 2018, included $1.2 billion, $2.1 billion, and $2.9 billion, respectively, of securities held in a consolidated, non-insurance subsidiary of the holding company, net of any unsettled security transactions.

Our asset allocation strategy is to maintain 0%-25% of our portfolio in Group I securities, with the balance (75%-100%) of our portfolio in Group II securities.

We define Group I securities to include:

• common equities

• nonredeemable preferred stocks

• redeemable preferred stocks, except for 50% of investment-grade redeemable preferred stocks with cumulative dividends, which are included in Group II, and

• all other non-investment-grade fixed-maturity securities.

Group II securities include:

• short-term securities, and

• all other fixed-maturity securities, including 50% of the investment-grade redeemable preferred stocks with cumulative dividends.

We believe this asset allocation strategy allows us to appropriately assess the risks associated with these securities for capital purposes and is in line with the treatment by our regulators.

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The following table shows the composition of our Group I and Group II securities: 

	March 31, 2019				March 31, 2018				December 31, 2018
($ in millions)	Fair Value		% of Total Portfolio		Fair Value		% of Total Portfolio		Fair Value		% of Total Portfolio
Group I securities:
Non-investment-grade fixed maturities	$	672.0	1.9	%	$	553.2	1.9	%	$	754.8	2.2	%
Redeemable preferred stocks1	161.1		0.5		151.0		0.5		154.1		0.5
Nonredeemable preferred stocks	1,095.4		3.2		745.9		2.5		1,033.9		3.1
Common equities	3,010.5		8.7		3,033.2		10.4		2,626.1		7.8
Total Group I securities	4,939.0		14.3		4,483.3		15.3		4,568.9		13.6
Group II securities:
Other fixed maturities2	26,988.8		78.2		21,715.9		74.3		27,202.6		81.0
Short-term investments	2,584.7		7.5		3,052.4		10.4		1,795.9		5.4
Total Group II securities	29,573.5		85.7		24,768.3		84.7		28,998.5		86.4
Total portfolio	$	34,512.5	100.0	%	$	29,251.6	100.0	%	$	33,567.4	100.0	%

¹Includes non-investment-grade redeemable preferred stocks of $71.0 million, $84.6 million, and $69.9 million at March 31, 2019 and 2018, and December 31, 2018, respectively.

²Includes investment-grade redeemable preferred stocks, with cumulative dividends, of $90.1 million, $66.4 million, and $84.2 million at March 31, 2019 and 2018, and December 31, 2018, respectively.

To determine the allocation between Group I and Group II, we use the credit ratings from models provided by the National Association of Insurance Commissioners (NAIC) for classifying our residential and commercial mortgage-backed securities, excluding interest-only securities, and the credit ratings from nationally recognized statistical rating organizations (NRSRO) for all other debt securities. NAIC ratings are based on a model that considers the book price of our securities when assessing the probability of future losses in assigning a credit rating. As a result, NAIC ratings can vary from credit ratings issued by NRSROs. Management believes NAIC ratings more accurately reflect our risk profile when determining the asset allocation between Group I and Group II securities.

Unrealized Gains and Losses

As of March 31, 2019, our fixed-maturity portfolio had pretax net unrealized gains, recorded as part of accumulated other comprehensive income, of $246.9 million, compared to net unrealized losses of $204.1 million and $134.2 million at March 31, 2018 and December 31, 2018, respectively. The changes for both periods reflect valuation increases in nearly all sectors during the first three months of 2019, most notably in our U.S. Treasury, corporate, and commercial mortgage-backed portfolios.

See Note 2 – Investments for a further break-out of our gross unrealized gains and losses.

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Holding Period Gains and Losses

The following table provides the gross and net holding period gain (loss) balance and activity during the three months ended March 31, 2019:

(millions)	Gross Holding Period Gains		Gross Holding Period Losses			Net Holding Period Gains (Losses)
Beginning of period
Hybrid fixed-maturity securities	$	0.1	$	(10.3	)	$	(10.2	)
Equity securities	1,568.7		(60.2		)	1,508.5
Balance at December 31, 2018	1,568.8		(70.5		)	1,498.3
Year-to-date change in fair value
Hybrid fixed-maturity securities	2.8		7.9			10.7
Equity securities	354.0		28.0			382.0
Total holding period gains (losses) during the period	356.8		35.9			392.7
End of period
Hybrid fixed-maturity securities	2.9		(2.4		)	0.5
Equity securities	1,922.7		(32.2		)	1,890.5
Balance at March 31, 2019	$	1,925.6	$	(34.6	)	$	1,891.0

Changes in holding period gains (losses), similar to unrealized gains (losses) in our fixed-maturity portfolio, are the result of changes in market performance as well as sales of securities based on various portfolio management decisions.

Other-Than-Temporary Impairment (OTTI)

Net realized gains (losses) may include write-downs of fixed-maturity securities determined to have had other-than-temporary declines in fair value. We routinely monitor our fixed-maturity portfolio for pricing changes that might indicate potential impairments and perform detailed reviews of securities with unrealized losses. In such cases, changes in fair value are evaluated to determine the extent to which such changes are attributable to: (i) fundamental factors specific to the issuer, such as financial conditions, business prospects, or other factors, (ii) market-related factors, such as interest rates, or (iii) credit-related losses, where the present value of cash flows expected to be collected is lower than the amortized cost basis of the security.

Fixed-maturity securities with declines attributable to issuer-specific fundamentals are reviewed to identify available evidence, circumstances, and influences to estimate the potential for, and timing of, recovery of the investment’s impairment. An other-than-temporary impairment loss is deemed to have occurred when the potential for recovery does not satisfy the criteria set forth in the current accounting guidance.

When a security in our fixed-maturity portfolio has an unrealized loss and it is more likely than not that we will be required to sell the security, we write-down the security to its current fair value and recognize the entire unrealized loss through the comprehensive income statement as a realized loss. If a fixed-maturity security has an unrealized loss and it is more likely than not that we will hold the debt security until recovery (which could be maturity), then we determine if any of the decline in value is due to a credit loss (i.e., where the present value of cash flows expected to be collected is lower than the amortized cost basis of the security) and, if so, we will recognize that portion of the impairment in net income as part of the comprehensive income statement as a realized loss; any remaining unrealized loss on the security is considered to be due to other factors (e.g., interest rate and credit spread movements) and is reflected in other comprehensive income as part of shareholders’ equity, along with unrealized gains or losses on securities that are not deemed to be other-than-temporarily impaired.

We did not record any write-downs on securities held in our investment portfolio during the first three months of 2019 or 2018. During the first quarter 2019, we wrote down our remaining investment in three federal renewable energy tax credit fund investments, which were reported in “other assets” on the balance sheet, based on an analysis that our investments in those funds will not generate the cash flows that we anticipated. See Note 5 – Income Taxes for additional discussion.

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The following table stratifies the gross unrealized losses in our fixed-maturity portfolio at March 31, 2019, by duration in a loss position:

			Total Gross Unrealized Losses		Decline of Investment Value
(millions)	Fair Value				>15%
Unrealized loss for less than 12 months	$	891.9	$	3.9	$	0.5
Unrealized loss for 12 months or greater	8,323.8		57.0		0
Total	$	9,215.7	$	60.9	$	0.5

We completed a thorough review of the existing securities in these loss categories and determined that, applying the procedures and criteria discussed above, these securities were not other-than-temporarily impaired. We also determined that it is not likely that we will be required to sell these securities during the period of time necessary to recover the respective cost bases of these securities, and that there are no additional credit-related impairments on our debt securities.

Since total unrealized losses are already a component of other comprehensive income and included in shareholders’ equity, any recognition of these losses as additional OTTI losses would have no effect on our comprehensive income, book value, or reported investment total return.

Fixed-Income Securities

The fixed-income portfolio is managed internally and includes fixed-maturity securities, short-term investments, and nonredeemable preferred stocks. A primary exposure for the fixed-income portfolio is interest rate risk, which includes the change in value resulting from movements in the underlying market rates of debt securities held. We manage this risk by maintaining the portfolio’s duration (a measure of the portfolio’s exposure to changes in interest rates) between 1.5 years and 5 years. The duration of the fixed-income portfolio was 2.6 years at both March 31, 2019 and 2018, compared to 2.8 years at December 31, 2018. The distribution of duration and convexity (i.e., a measure of the speed at which the duration of a security is expected to change based on a rise or fall in interest rates) is monitored on a regular basis.

The duration distribution of our fixed-income portfolio, excluding short-term investments, represented by the interest rate sensitivity of the comparable benchmark U.S. Treasury Notes, was:

Duration Distribution	March 31, 2019		March 31, 2018		December 31, 2018
1 year	21.6	%	19.2	%	19.4	%
2 years	19.7		17.1		17.0
3 years	23.6		25.9		27.0
5 years	19.9		22.2		22.8
7 years	11.5		9.5		10.4
10 years	3.8		6.1		3.5
20 years	(0.1	)	0		(0.1	)
Total fixed-income portfolio	100.0	%	100.0	%	100.0	%

The negative duration in the 20-year category at March 31, 2019 and December 31, 2018 arose from the variable rate nature of the dividends on some of our preferred stocks. If not called at their call dates, the dividends on these securities will reset from a fixed rate to a floating rate, which could cause these securities to trade at a discount and, therefore, with a negative duration as the securities’ valuation will likely rise if the floating rate moves higher.

Another primary exposure related to the fixed-income portfolio is credit risk. This risk is managed by maintaining an A+ minimum weighted average portfolio credit quality rating, as defined by NRSROs, which was successfully maintained during the first three months of 2019 and all of 2018.

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The credit quality distribution of the fixed-income portfolio was: 

Rating	March 31, 2019		March 31, 2018		December 31, 2018
AAA	52.0	%	48.8	%	50.5	%
AA	12.2		12.8		10.8
A	7.9		10.8		8.4
BBB	23.9		22.9		25.9
Non-investment grade/non-rated1
BB	2.8		3.0		3.0
B	0.9		1.2		1.1
CCC and lower	0		0.1		0.1
Non-rated	0.3		0.4		0.2
Total fixed-income portfolio	100.0	%	100.0	%	100.0	%

¹The ratings in the table above are assigned by NRSROs. The non-investment-grade fixed-income securities based upon our Group I classification represented 3.5% of the total fixed-income portfolio at March 31, 2019, compared to 3.2% at March 31, 2018 and 3.6% at December 31, 2018.

Our portfolio is also exposed to concentration risk. Our investment constraints limit investment in a single issuer, other than U.S. Treasury Notes or a state’s general obligation bonds, to 2.5% of shareholders’ equity, while the single issuer guideline on preferred stocks and/or non-investment-grade debt is 1.25% of shareholders’ equity. Additionally, the guideline applicable to any state’s general obligation bonds is 6% of shareholders’ equity. We consider concentration risk both overall and in the context of individual asset classes and sectors, including but not limited to common equities, residential and commercial mortgage-backed securities, municipal bonds, and high-yield bonds. We were within all of the constraints described above during all reported periods.

We monitor prepayment and extension risk, especially in our structured product and preferred stock portfolios. Prepayment risk includes the risk of early redemption of security principal that may need to be reinvested at less attractive rates. Extension risk includes the risk that a security will not be redeemed when anticipated, and that the security that is extended will have a lower yield than a security we might be able to obtain by reinvesting the expected redemption principal. Our holdings of different types of structured debt and preferred securities help manage this risk. During the first three months of 2019 and all of 2018, we did not experience significant adverse prepayment or extension of principal relative to our cash flow expectations in the portfolio.

Liquidity risk is another risk factor we monitor. Our overall portfolio remains very liquid and we believe that it is sufficient to meet expected near-term liquidity requirements. The short-to-intermediate duration of our portfolio provides a source of liquidity, as we expect approximately $3.7 billion, or 19.4%, of principal repayment from our fixed-income portfolio, excluding U.S. Treasury Notes and short-term investments, during the remainder of 2019. Cash from interest and dividend payments provides an additional source of recurring liquidity.

The duration of our U.S. government obligations, which are included in the fixed-income portfolio, was comprised of the following at March 31, 2019:

($ in millions)	Fair Value		Duration (years)
U.S. Treasury Notes
Less than one year	$	399.1	0.6
One to two years	2,574.1		1.6
Two to three years	2,327.5		2.5
Three to five years	2,368.6		4.1
Five to seven years	1,310.0		6.0
Seven to ten years	791.2		8.4
Total U.S. Treasury Notes	$	9,770.5	3.5

As of March 31, 2019, we had no interest rate swaps or treasury futures.

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ASSET-BACKED SECURITIES

Included in the fixed-income portfolio are asset-backed securities, which were comprised of the following at the balance sheet dates listed: 

($ in millions)	Fair Value		Net Unrealized Gains (Losses)			% of Asset- Backed Securities		Duration (years)	Rating (at period end)
March 31, 2019
Residential mortgage-backed securities:
Collateralized mortgage obligations	$	349.4	$	(0.1	)	4.2	%	1.2	AA
Home equity (sub-prime bonds)	263.6		3.2			3.2		0.3	A-
Residential mortgage-backed securities	613.0		3.1			7.4		0.8	AA-
Commercial mortgage-backed securities	3,853.6		28.0			46.4		2.5	AA-
Other asset-backed securities:
Automobile	1,746.6		1.8			21.0		0.8	AAA-
Credit card	602.2		0.6			7.2		0.5	AAA
Student loan	536.5		0.2			6.5		0.9	AA+
Other1	954.5		2.9			11.5		1.7	AA-
Other asset-backed securities	3,839.8		5.5			46.2		1.0	AA+
Total asset-backed securities	$	8,306.4	$	36.6		100.0	%	1.7	AA

($ in millions)	Fair Value		Net Unrealized Gains (Losses)			% of Asset- Backed Securities		Duration (years)	Rating (at period end)
March 31, 2018
Residential mortgage-backed securities:
Collateralized mortgage obligations	$	362.6	$	(1.4	)	6.6	%	1.3	A+
Home equity (sub-prime bonds)	389.2		6.5			7.1		0.3	BBB+
Residential mortgage-backed securities	751.8		5.1			13.7		0.8	A-
Commercial mortgage-backed securities	2,269.5		(20.3		)	41.4		2.4	A
Other asset-backed securities:
Automobile	1,220.4		(4.9		)	22.3		0.9	AAA-
Credit card	119.6		(0.2		)	2.2		0.5	AAA
Student loan	517.7		(1.4		)	9.4		1.1	AA-
Other1	604.4		(4.0		)	11.0		2.2	A+
Other asset-backed securities	2,462.1		(10.5		)	44.9		1.2	AA+
Total asset-backed securities	$	5,483.4	$	(25.7	)	100.0	%	1.7	AA-

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($ in millions)	Fair Value		Net Unrealized Gains (Losses)			% of Asset- Backed Securities		Duration (years)	Rating (at period end)
December 31, 2018
Residential mortgage-backed securities:
Collateralized mortgage obligations	$	435.3	$	(2.4	)	5.7	%	1.5	AA
Home equity (sub-prime bonds)	299.1		3.3			3.9		0.4	A-
Residential mortgage-backed securities	734.4		0.9			9.6		1.0	AA-
Commercial mortgage-backed securities	3,301.6		(31.2		)	43.4		2.7	AA-
Other asset-backed securities:
Automobile	1,609.0		(3.3		)	21.1		0.9	AAA-
Credit card	644.5		(0.5		)	8.5		0.5	AAA
Student loan	475.7		(1.0		)	6.3		1.1	AA+
Other1	848.1		(3.4		)	11.1		1.6	AA-
Other asset-backed securities	3,577.3		(8.2		)	47.0		1.0	AA+
Total asset-backed securities	$	7,613.3	$	(38.5	)	100.0	%	1.7	AA

¹Includes equipment leases, whole business securitizations, and other types of structured debt.

The increases in asset-backed securities are primarily due to purchases in the other asset-backed and commercial mortgage-backed sectors, partially offset by maturities and sales in the residential mortgage-backed sector. See below for a further discussion of our residential and commercial mortgage-backed securities. The other asset-backed securities category is not included in the discussions below due to the high credit quality, short duration, and security structure of those instruments.

Residential Mortgage-Backed Securities (RMBS) The following table details the credit quality rating and fair value of our RMBSs, along with the loan classification and a comparison of the fair value at March 31, 2019, to our original investment value (adjusted for returns of principal, amortization, and write-downs):

Residential Mortgage-Backed Securities (at March 31, 2019)
				Collateralized Mortgage Obligations
($ in millions) Rating1	Home Equity			Non-Agency Prime			Alt-A2			Government/GSE3			Total			% of Total
AAA	$	44.3		$	264.4		$	3.3		$	2.5		$	314.5		51.3	%
AA	72.3			5.1			14.7			0.7			92.8			15.1
A	57.9			2.8			0			0			60.7			9.9
BBB	7.2			3.1			1.0			0			11.3			1.8
Non-investment grade/non-rated:
BB	32.1			2.0			0.7			0			34.8			5.7
B	27.2			0			0.8			0			28.0			4.6
CCC and lower	10.6			4.7			0			0			15.3			2.5
Non-rated	12.0			5.0			38.6			0			55.6			9.1
Total fair value	$	263.6		$	287.1		$	59.1		$	3.2		$	613.0		100.0	%
Increase (decrease) in value	1.2		%	(0.1		)%	1.4		%	(13.4		)%	0.5		%

¹The credit quality ratings in the table above are assigned by NRSROs; when we assign the NAIC ratings for our RMBSs, $120.9 million of our non-investment-grade securities are rated investment-grade and classified as Group II, and $12.8 million, or 2.1% of our total RMBSs, are not rated by the NAIC and are classified as Group I.

²Represents structured securities with primary residential loans as collateral for which documentation standards for loan approval were less stringent than conventional loans; the collateral loans are often referred to as low documentation or no documentation loans.

³The securities in this category are insured by a Government Sponsored Entity (GSE) and/or collateralized by mortgage loans insured by the Federal Housing Administration (FHA) or the U.S. Department of Veteran Affairs (VA).

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Our collateralized mortgage obligation (CMO) portfolio is primarily composed of non-GSE/FHA/VA mortgage securities. The majority of our portfolio consists of older deals with predictable prepayment speeds, high levels of credit support, and stable delinquency trends. We also own a number of more recent vintage securities backed by high-quality collateral. Our RMBS portfolio decreased in value during the quarter due to security maturities, principal repayments, and the sale of our agency pass-through securities.

Commercial Mortgage-Backed Securities (CMBS) The following table details the credit quality rating and fair value of our CMBSs, along with a comparison of the fair value at March 31, 2019, to our original investment value (adjusted for returns of principal, amortization, and write-downs):

Commercial Mortgage-Backed Securities (at March 31, 2019)
($ in millions) Rating1	Multi-Borrower			Single-Borrower			Total			% of Total
AAA	$	244.8		$	1,307.0		$	1,551.8		40.3	%
AA	136.9			904.5			1,041.4			27.0
A	109.7			505.3			615.0			16.0
BBB	43.0			528.6			571.6			14.8
Non-investment grade/non-rated:
BB	0			73.1			73.1			1.9
B	0.7			0			0.7			0
Total fair value	$	535.1		$	3,318.5		$	3,853.6		100.0	%
Increase (decrease) in value	1.8		%	0.6		%	0.7		%

¹The credit quality ratings in the table above are assigned by NRSROs; when we assign the NAIC ratings for our CMBSs, $56.6 million of our non-investment-grade securities are rated investment-grade and classified as Group II, and $17.2 million, or 0.4% of our total CMBSs, are not rated by the NAIC and are classified as Group I.

In the CMBS sector, our focus continues to be on single-borrower transactions, which represented 86.1% of the CMBS portfolio at March 31, 2019. During the quarter, we selectively added bonds backed by multifamily, industrial, and office collateral, and bonds defeased by U.S. Treasuries. We increased our CMBS bond portfolio by $492.8 million on a cost basis during the quarter. Since year end, the duration of the CMBS portfolio decreased from 2.7 years to 2.5 years as we added shorter duration fixed-rate and floating-rate bonds and sold longer duration bonds. The average credit quality was AA- at both March 31, 2019 and December 31, 2018.

MUNICIPAL SECURITIES

Included in the fixed-income portfolio at March 31, 2019 and 2018, and December 31, 2018, were $1,515.8 million, $1,720.1 million, and $1,649.1 million, respectively, of state and local government obligations. These securities had a duration of 2.8 years at March 31, 2019, compared to 2.5 years at March 31, 2018 and 2.9 years at December 31, 2018; the weighted average credit quality rating (excluding the benefit of credit support from bond insurance) was AA+ at both March 31, 2019 and December 31, 2018, compared to AA at March 31, 2018. These securities had net unrealized gains of $10.3 million at March 31, 2019, compared to net unrealized losses of $12.1 million at March 31, 2018 and $5.5 million at December 31, 2018.

The following table details the credit quality rating of our municipal securities at March 31, 2019, without the benefit of credit or bond insurance:

Municipal Securities (at March 31, 2019)
(millions) Rating	General Obligations		Revenue Bonds		Total
AAA	$	247.1	$	400.5	$	647.6
AA	372.8		452.7		825.5
A	0		26.4		26.4
BBB	3.0		13.3		16.3
Total	$	622.9	$	892.9	$	1,515.8

Included in revenue bonds were $730.0 million of single-family housing revenue bonds issued by state housing finance agencies, of which $519.5 million were supported by individual mortgages held by the state housing finance agencies and

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$210.5 million were supported by mortgage-backed securities. Of the programs supported by mortgage-backed securities, approximately 25% were collateralized by Fannie Mae and Freddie Mac mortgages; the remaining 75% were collateralized by Ginnie Mae loans, which are fully guaranteed by the U.S. government. Of the programs supported by individual mortgages held by the state housing finance agencies, the weighted average credit quality rating was AA+. Most of these mortgages were supported by FHA, VA, or private mortgage insurance providers.

We continued to reduce our holdings of tax-exempt municipal bonds during the first quarter 2019, as the current corporate tax rate we use to value our tax-exempt bonds rendered them less attractive relative to alternative taxable investments.

CORPORATE SECURITIES

Included in our fixed-income securities at March 31, 2019 and 2018, and December 31, 2018, were $7,978.0 million, $6,041.1 million, and $8,694.3 million, respectively, of corporate securities. These securities had a duration of 3.2 years at March 31, 2019, compared to 2.7 years at March 31, 2018 and 3.3 years at December 31, 2018, and a weighted average credit quality rating of BBB at March 31, 2019 and 2018, and December 31, 2018. These securities had net unrealized gains of $107.3 million at March 31, 2019, compared to net unrealized losses of $60.0 million at March 31, 2018 and $111.7 million at December 31, 2018.

We decreased the size of our corporate bond portfolio during the first quarter as valuations became significantly less attractive than they were in the fourth quarter of 2018.

The table below shows the exposure break-down by sector and rating: 

Corporate Securities (at March 31, 2019)
(millions) Rating	Consumer		Industrial		Communication		Financial Services		Agency		Technology		Basic Materials		Energy		Total
AAA	$	0	$	0	$	0	$	32.7	$	0	$	0	$	0	$	0	$	32.7
AA	0		0		0		282.0		0.7		35.4		0		0		318.1
A	163.5		94.5		234.7		643.6		0		0		34.9		1.3		1,172.5
BBB	2,635.4		823.4		404.2		785.7		0		642.5		180.2		341.3		5,812.7
Non-investment grade/non-rated:
BB	29.0		109.7		114.0		17.8		0		114.7		12.6		36.4		434.2
B	72.2		56.7		0		33.2		0		22.1		0		23.6		207.8
Total fair value	$	2,900.1	$	1,084.3	$	752.9	$	1,795.0	$	0.7	$	814.7	$	227.7	$	402.6	$	7,978.0

PREFERRED STOCKS – REDEEMABLE AND NONREDEEMABLE

We hold both redeemable (i.e., mandatory redemption dates) and nonredeemable (i.e., perpetual with call dates) preferred stocks. At March 31, 2019, we held $251.2 million in redeemable preferred stocks and $1,095.4 million in nonredeemable preferred stocks, compared to $217.4 million and $745.9 million, respectively, at March 31, 2018, and $238.3 million and $1,033.9 million at December 31, 2018. At March 31, 2019, our preferred stock portfolio had net unrealized gains of $7.8 million and net holding period gains of $74.1 million recorded as part of net realized gains (losses), compared to $17.2 million of net unrealized gains and $84.7 million of net holding period gains at March 31, 2018 and $2.4 million of net unrealized gains and $23.5 million of net holdings period gains at December 31, 2018.

The value of our preferred stock portfolio increased during the first quarter 2019 as equities recovered from a sharp fourth quarter drop and treasury yields moved lower. We increased our preferred stock portfolio by $18.4 million on a cost basis during the quarter.

Our preferred stock portfolio had a duration of 2.6 years at March 31, 2019, compared to 2.8 years at March 31, 2018 and 2.4 years at December 31, 2018. The majority of our preferred securities have fixed-rate dividends until a call date and then, if not called, convert to floating-rate dividends. The interest rate duration of our preferred securities is calculated to reflect the call, floor, and floating-rate features. Although a preferred security will remain outstanding if not called, its interest rate duration will reflect the variable nature of the dividend. The overall credit quality rating was BBB- for all three periods. Our non-investment-grade preferred stocks were primarily with issuers that maintain investment-grade senior debt ratings.

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The table below shows the exposure break-down by sector and rating at quarter end:

Preferred Stocks (at March 31, 2019)
	Financial Services
(millions) Rating	U.S. Banks		Foreign Banks		Insurance		Other		Industrials		Utilities		Total
A	$	78.4	$	0	$	0	$	10.0	$	0	$	0	$	88.4
BBB	554.8		0		103.6		53.0		129.2		0		840.6
Non-investment grade/non-rated:
BB	152.1		86.8		30.3		0		40.7		40.7		350.6
B	0		0		0		36.9		0		0		36.9
Non-rated	0		0		0		25.1		5.0		0		30.1
Total fair value	$	785.3	$	86.8	$	133.9	$	125.0	$	174.9	$	40.7	$	1,346.6

We also face the risk that dividend payments on our preferred stock holdings could be deferred for one or more periods or skipped entirely. As of March 31, 2019, all of our preferred securities continued to pay their dividends in full and on time. Approximately 78% of our preferred stock securities pay dividends that have tax preferential characteristics, while the balance pay dividends that are fully taxable.

Common Equities

Common equities, as reported on the balance sheets, were comprised of the following:

($ in millions)	March 31, 2019				March 31, 2018				December 31, 2018
Indexed common stocks	$	2,844.4	94.5	%	$	2,874.4	94.8	%	$	2,480.2	94.4	%
Managed common stocks	165.8		5.5		158.5		5.2		145.6		5.6
Total common stocks	3,010.2		100.0		3,032.9		100.0		2,625.8		100.0
Other risk investments	0.3		0		0.3		0		0.3		0
Total common equities	$	3,010.5	100.0	%	$	3,033.2	100.0	%	$	2,626.1	100.0	%

In our indexed common stock portfolio, our individual holdings are selected based on their contribution to the correlation with the Russell 1000 Index. At March 31, 2019, the total return, based on GAAP income, was slightly outside our tracking error due to cash held in the indexed portfolio but not invested in securities at the end of the period. This total return was within the desired tracking error when compared to the index for the other periods reported above. We held 806 out of 978, or 82%, of the common stocks comprising the Russell 1000 Index at March 31, 2019, which made up 94% of the total market capitalization of the index.

The actively managed common stock portfolio, which is managed by one external investment manager, had a cost basis of $131.3 million at March 31, 2019, compared to $112.9 million and $131.3 million at March 31, 2018 and December 31, 2018, respectively.

53

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Investors are cautioned that certain statements in this report not based upon historical fact are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements often use words such as “estimate,” “expect,” “intend,” “plan,” “believe,” and other words and terms of similar meaning, or are tied to future periods, in connection with a discussion of future operating or financial performance. Forward-looking statements are based on current expectations and projections about future events, and are subject to certain risks, assumptions and uncertainties that could cause actual events and results to differ materially from those discussed herein. These risks and uncertainties include, without limitation, uncertainties related to estimates, assumptions, and projections generally; inflation and changes in general economic conditions (including changes in interest rates and financial markets); the possible failure of one or more governmental, corporate, or other entities to make scheduled debt payments or satisfy other obligations; our ability to access capital markets and financing arrangements when needed to support growth or other capital needs, and the favorable evaluations by credit and other rating agencies on which this access depends; the potential or actual downgrading by one or more rating agencies of our securities or governmental, corporate, or other securities we hold; the financial condition of, and other issues relating to the strength of and liquidity available to, issuers of securities held in our investment portfolios and other companies with which we have ongoing business relationships, including reinsurers and other counterparties to certain financial transactions or under certain government programs; the accuracy and adequacy of our pricing, loss reserving, and claims methodologies; the competitiveness of our pricing and the effectiveness of our initiatives to attract and retain more customers, including our efforts to enter into new business areas with which we have less experience; initiatives by competitors and the effectiveness of our response; our ability to obtain regulatory approval for the introduction of products to new jurisdictions, for requested rate changes and the timing thereof and for any proposed acquisitions; the effectiveness of our brand strategy and advertising campaigns relative to those of competitors; legislative and regulatory developments at the state and federal levels, including, but not limited to, matters relating to vehicle and homeowners insurance, health care reform and tax law changes; the outcome of disputes relating to intellectual property rights; the outcome of litigation or governmental investigations that may be pending or filed against us; severe weather conditions and other catastrophe events, and our ability to respond to changes in catastrophe loss trends; the effectiveness of our reinsurance programs; changes in vehicle usage and driving patterns, which may be influenced by oil and gas prices, changes in residential occupancy patterns, and the effects of the emerging “sharing economy”; advancements in vehicle or home technology or safety features, such as accident and loss prevention technologies or the development of autonomous or partially autonomous vehicles; our ability to accurately recognize and appropriately respond in a timely manner to changes in loss frequency and severity trends; technological advances; acts of war and terrorist activities; our ability to maintain the uninterrupted operation of our facilities, systems (including information technology systems), and business functions, and safeguard personal and sensitive information in our possession, whether from cyber attacks, other technology events or other means; our continued access to and functionality of third-party systems that are critical to our business; our ability to maintain adequate staffing levels, and the sources from which we obtain talent; our continued ability to access cash accounts and/or convert securities into cash on favorable terms when we desire to do so; restrictions on our subsidiaries’ ability to pay dividends to The Progressive Corporation; possible impairment of our goodwill or intangible assets if future results do not adequately support either, or both, of these items; court decisions, new theories of insurer liability or interpretations of insurance policy provisions and other trends in litigation; changes in health care and auto and property repair costs; and other matters described from time to time in our releases and publications, and in our periodic reports and other documents filed with the United States Securities and Exchange Commission. In addition, investors should be aware that generally accepted accounting principles prescribe when a company may reserve for particular risks, including litigation exposures. Accordingly, results for a given reporting period could be significantly affected if and when a reserve is established for one or more contingencies. Also, our regular reserve reviews may result in adjustments of varying magnitude as additional information regarding claims activity becomes known. Reported results, therefore, may be volatile in certain accounting periods.

54

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The duration of the financial instruments held in our portfolio that are subject to interest rate risk was 2.6 years at March 31, 2019 and 2.8 years at December 31, 2018. The weighted average beta of the equity portfolio was 1.01 at both March 31, 2019 and December 31, 2018. Although components of the portfolio have changed, no material changes have occurred in the total interest rate or market risk when compared to the tabular presentations of our interest rate and market risk sensitive instruments in our Annual Report on Form 10-K for the year ended December 31, 2018.

Item 4. Controls and Procedures.

Progressive, under the direction of our Chief Executive Officer and our Chief Financial Officer, has 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’s disclosure controls and procedures are effectively serving the stated purposes as of the end of the period covered by this report.

There have not been any material changes in Progressive’s 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.

55

PART II—OTHER INFORMATION

Item 1A. Risk Factors.

The risk factors affecting our business are discussed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018. There have been no material changes in the risk factors that were discussed in that report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(c) Share Repurchases

ISSUER PURCHASES OF EQUITY SECURITIES
2019 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
January	373,025	$	59.26	1,042,874	23,957,126
February	51,058	71.38		1,093,932	23,906,068
March	5,354	73.02		1,099,286	23,900,714
Total	429,437	$	60.88

In May 2018, our Board of Directors approved an authorization to repurchase up to 25 million common shares; 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 include trading plans entered into with one or more brokerage firms in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. During the first quarter 2019, all repurchases were accomplished in conjunction with our incentive compensation plans at the then-current market prices; there were no open market purchases during the quarter. 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 underleveraged capital.

Item 5. Other Information.

President and CEO Susan Patricia Griffith’s letter to shareholders with respect to our first quarter 2019 results is included as Exhibit 99 to this Quarterly Report on Form 10-Q. The letter is also posted on Progressive’s website at progressive.com/annualreport.

Item 6. Exhibits.

See exhibit index beginning on page 58.

56

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.

                                

		THE PROGRESSIVE CORPORATION
		(Registrant)
Date:	May 1, 2019	By: /s/ John P. Sauerland
		John P. Sauerland
		Vice President and Chief Financial Officer

57

EXHIBIT INDEX
Exhibit No. Under Reg. S-K, Item 601	Form  10-Q Exhibit Number	Description of Exhibit	If Incorporated by Reference, Documents with Which Exhibit was Previously Filed with SEC
3 (i)	3.1	Amended Articles of Incorporation of The Progressive Corporation (as amended March 13, 2018)	Filed herewith
3 (ii)	3.2	Code of Regulations of The Progressive Corporation (as amended on March 18, 2019)	Filed herewith
4	4.1	Form of Confirmation Letter - Discretionary Line of Credit from PNC Bank, National Association, to The Progressive Corporation	Filed herewith
4	4.2	Form of Discretionary Line of Credit Note from The Progressive Corporation to PNC Bank, National Association	Filed herewith
10 (iii)	10.1	Form of Restricted Stock Unit Award Agreement for Time-Based Awards under The Progressive Corporation 2015 Equity Incentive Plan (for 2019)	Filed herewith
10 (iii)	10.2	Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Investment Results) under The Progressive Corporation 2015 Equity Incentive Plan (for 2019)	Filed herewith
10 (iii)	10.3	Form of Restricted Stock Unit Award Agreement for Performance-Based Awards (Performance versus Market) under The Progressive Corporation 2015 Equity Incentive Plan (for 2019)	Filed herewith
10 (iii)	10.4	The Progressive Corporation Directors Restricted Stock Deferral Plan (2008 Amendment and Restatement)	Filed herewith
31	31.1	Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer, Susan Patricia Griffith	Filed herewith
31	31.2	Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer, John P. Sauerland	Filed herewith
32	32.1	Section 1350 Certification of the Principal Executive Officer, Susan Patricia Griffith	Furnished herewith
32	32.2	Section 1350 Certification of the Principal Financial Officer, John P. Sauerland	Furnished herewith
99	99	Letter to Shareholders from Susan Patricia Griffith, President and Chief Executive Officer (Regulation FD Disclosure)	Furnished 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

58

EXHIBIT INDEX
Exhibit No. Under Reg. S-K, Item 601	Form  10-Q Exhibit Number	Description of Exhibit	If Incorporated by Reference, Documents with Which Exhibit was Previously Filed with SEC
101	101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith
101	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith
101	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith
101	101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed herewith
101	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith

59

EX-3.1

Exhibit 3.1

Amended Articles of Incorporation, as amended, of the Registrant

CERTIFICATE

OF

AMENDED ARTICLES OF INCORPORATION

OF

THE PROGRESSIVE CORPORATION

PETER B. LEWIS, Chairman of the Board, and DAVID M. SCHNEIDER, Secretary, of The Progressive Corporation, an Ohio corporation (the "Corporation"), with its principal office at Mayfield Village, Cuyahoga County, Ohio, do hereby certify that on April 20, 1984, in order to consolidate the Corporation's existing Articles of Incorporation and all previously adopted amendments thereto that were in force at that time, the directors of the Corporation, at a meeting duly called and held, duly adopted, pursuant to the authority of Ohio Code Section 1701.72(B), the Amended Articles of Incorporation attached hereto as Exhibit I, to supersede and take the place of the existing Articles of Incorporation and all amendments thereto. A true and correct copy of the resolution as adopted by the directors of the Corporation is attached hereto as Exhibit II.

IN WITNESS WHEREOF, said PETER B. LEWIS, Chairman of the Board, and DAVID M. SCHNEIDER, Secretary, of The Progressive Corporation, acting for and in behalf of said Corporation, have hereunto subscribed their names this 20th day of April, 1984.

                /s/ Peter B. Lewis

                --------------------------------------

                Peter B. Lewis, Chairman of the Board

                /s/ David M. Schneider

                --------------------------------------

                David M. Schneider, Secretary

-1-

EXHIBIT I

AMENDED ARTICLES OF INCORPORATION

OF

THE PROGRESSIVE CORPORATION

    FIRST: The name of said corporation shall be THE PROGRESSIVE CORPORATION.

    SECOND: The place in the State of Ohio where its principal office is to be located is Mayfield Village, Cuyahoga County.

    THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

FOURTH: SECTION 1. AUTHORIZED SHARES. The aggregate number of shares which the corporation shall have authority to issue is 22,000,000 shares, consisting of 2,000,000 Non-Voting Preferred Shares, without par value, and 20,000,000 Common Shares, $1.00 par value.

SECTION 2. ISSUANCE OF PREFERRED SHARES. The Board of Directors is authorized at any time, and from time to time, to provide for the issuance of Non-Voting Preferred Shares in one or more series, and to determine the designations, preferences, limitations and relative or other rights of the Non-Voting Preferred Shares or any series thereof. For each series, the Board of Directors shall determine, by resolution or resolutions adopted prior to the issuance of any shares thereof, the designations, preferences, limitations and relative or other rights thereof, including but not limited to the following relative rights and preferences, as to which there may be variations among different series:

A. the division of such shares into series and the designation and authorized number of shares of each series,

B.     the dividend rate,

C.     the dates of payment of dividends and the dates from which they are cumulative,

D.     liquidation price,

E.     redemption rights and price,

F.     sinking fund requirements,

G.     conversion rights, and

H.     restrictions on the issuance of such shares.

Prior to the issuance of any shares of a series, but after adoption by the Board of Directors of the resolution establishing such series, the appropriate officers of the corporation shall file such documents with the State of Ohio as may be required by law including, without limitation, an amendment to these Articles of Incorporation.

-2-

SECTION 3. COMMON SHARES. Each Common Share shall entitle the holder thereof to one vote, in person or by proxy, at any and all meetings of the shareholders of the corporation, on all meetings of the shareholders of the corporation, on all propositions before such meetings. Each Common Share shall be entitled to participate equally in such dividends as may be declared by the Board of Directors out of funds legally available therefor, and to participate equally in all distributions of assets upon liquidation.

FIFTH: No holder of shares of the corporation of any class shall be entitled as such, as a matter of right, to subscribe for or purchase shares of any class, now or hereafter authorized, or to subscribe for or purchase securities convertible into or exchangeable for shares of the corporation or to which shall be attached or appertain any warrants or rights entitling the holder thereof to subscribe for or purchase shares, except such rights of subscription or purchase, if any, for such considerations and upon such terms and conditions as its Board of Directors from time to time may determine.

SIXTH: Except as otherwise provided in these Articles of Incorporation or the Code of Regulations of the corporation, notwithstanding any provisions in Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code, now or hereafter in effect, requiring for any purpose the vote, consent, waiver or release of the holders of a designated proportion (but less than all) of the shares of the corporation or of any particular class or classes of shares, as the case may be, the vote, consent, waiver or release of the holders of shares entitling them to exercise a majority of the voting power of the shares of the corporation or of any class or classes of shares, as the case may be, shall be required and sufficient for any such purpose, except that the affirmative vote of the holders of record of 75 percent of the shares having voting power with respect to any such proposal shall be required to amend, alter, change or repeal Article NINTH of these Articles or the provisions of this Article SIXTH dealing with the amendment, alteration, change or repeal of Article NINTH.

SEVENTH: To the extent permitted by law, the corporation, by action of its Board of Directors, may purchase or otherwise acquire shares of any class issued by it at such times, for such considerations and upon such terms and conditions as its Board of Directors may determine.

EIGHTH: These Amended Articles of Incorporation shall supersede and take the place of the heretofore existing Articles of Incorporation of the corporation and all amendments thereto.

NINTH: The affirmative vote of the holders of record of 75 percent of the shares having voting power with respect to any such proposal and the affirmative vote of a majority of such holders of record other than shares held or beneficially owned by a "Related Person" (as hereinafter defined) shall be required for the approval or authorization of any "Business Combination" (as hereinafter defined) of the corporation with any Related Person; provided, however, that the 75 percent voting requirement and the majority voting requirement of holders of record of shares other than a Related Person shall not be applicable if:

    1. A majority of the "Continuing Directors" of the Corporation (as hereinafter defined) have approved the Business Combination; or

    2. The Business Combination is a merger or consolidation and the cash or fair market value of the property, securities or other consideration to be received per share by holders of Common Shares of the corporation in the Business Combination is not less than the highest per share price (with appropriate adjustments for recapitalization and for share splits, share dividends and like distributions), paid by the Related Person in acquiring any of its holdings of the corporation's Common Shares.

For the purposes of this Article NINTH:

-3-

(a) The term "Business Combination" shall mean (i) any merger or consolidation of the corporation or a subsidiary with or into a Related Person, (ii) any sale, lease, exchange, transfer or other disposition, including without limitation, a mortgage or any other security device, of all or any "Substantial Part" (as hereinafter defined) of the assets either of the corporation (including without limitation any voting securities of a subsidiary) or of a subsidiary, to a Related Person, (iii) any merger or consolidation of a Related Person with or into the corporation or a subsidiary of the corporation, (iv) any sale, lease, exchange, transfer or other disposition of all or any Substantial Part of the assets of a Related Person to the corporation or a subsidiary of the corporation, (v) the issuance of any securities of the corporation or a subsidiary of the corporation to a Related Person, (vi) any recapitalization that would have the effect of increasing the voting power of a Related Person, and (vii) any agreement, contract or other arrangement providing for any of the transactions described in this definition of Business Combination.

(b) The term "Related Person" shall mean and include any individual, corporation, partnership or other person or entity which, together with its "Affiliates" and "Associates" (as defined on September 1, 1982 at Rule 12b-2 under the Securities Exchange Act of 1934), "Beneficially Owns" (as defined on September 1, 1982 at Rule 13d-3 under the Securities Exchange Act of 1934) in the aggregate 20 percent or more of the outstanding Common Shares of the corporation, and any Affiliate or Associate of any such individual, corporation, partnership or other person or entity.

(c) The term "Substantial Part" shall mean more than 30 percent of the fair market value of the total assets of the corporation in question, as of the end of its most recent fiscal year ending prior to the time the determination is being made.

(d) Without limitation, any Common Shares of the corporation that any Related Person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise, shall be deemed beneficially owned by the Related Person.

(e) For the purposes of sub-paragraph (2) of this Article NINTH, the term "other consideration to be received" shall include, without limitation, Common Shares of the corporation retained by its existing public shareholders in the event of a Business Combination in which the corporation is the surviving corporation.

(f) The term "Continuing Director" shall mean a director who was a member of the Board of Directors of the corporation immediately prior to the time that the Related Person involved in a Business Combination became a Related Person.

-4-

EXHIBIT II

THE PROGRESSIVE CORPORATION

DIRECTORS RESOLUTION

RESOLVED, that to consolidate the Company's existing Articles of Incorporation and all previously adopted amendments thereto, the Amended Articles of Incorporation presented to this meeting are hereby adopted to supersede and take the place of the existing Articles and all amendments thereto.

-5-

CERTIFICATE OF AMENDMENT

TO

THE AMENDED ARTICLES OF INCORPORATION

OF

THE PROGRESSIVE CORPORATION

PETER B. LEWIS, Chairman of the Board, and DAVID M. SCHNEIDER, Secretary, of The Progressive Corporation, an Ohio corporation for profit with its principal office at Mayfield Village, Cuyahoga County, Ohio (the "Company"), do hereby certify that a meeting of the shareholders of the Company was duly called and held on April 25, 1986, at which meeting a quorum of the shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Company on proposals to amend the Company's Amended Articles of Incorporation, the following resolution was adopted:

RESOLVED, that Article FOURTH of the Company's Amended Articles of Incorporation be, and the same hereby is, amended to be and read in its entirety as follows:

FOURTH: SECTION 1. AUTHORIZED SHARES. The aggregate number of shares which the corporation shall have authority to issue is 52,000,000 shares, consisting of 2,000,000 Non-Voting Preferred Shares, without par value, and 50,000,000 Common Shares, $1.00 par value.

SECTION 2. ISSUANCE OF PREFERRED SHARES. The Board of Directors is authorized at any time, and from time to time, to provide for the issuance of Non-Voting Preferred Shares in one or more series, and to determine the designations, preferences, limitations and relative or other rights of the Non-Voting Preferred Shares or any series thereof. For each series, the Board of Directors shall determine, by resolution or resolutions adopted prior to the issuance of any shares thereof, the designations, preferences, limitations and relative or other rights thereof, including but not limited to the following relative rights and preferences, as to which there may be variations among different series:

A.    the division of such shares into series and the designation and authorized number of shares of each series,

B.     the dividend rate,

C.     the dates of payment of dividends and the dates from which they are cumulative,

D.     liquidation price,

E.     redemption rights and price,

F.     sinking fund requirements,

G.     conversion rights, and

H.     restrictions on the issuance of such shares.

-6-

Prior to the issuance of any shares of a series, but after adoption by the Board of Directors of the resolution establishing such series, the appropriate officers of the corporation shall file such documents with the State of Ohio as may be required by law including, without limitation, an amendment to these Amended Articles of Incorporation.

SECTION 3. COMMON SHARES. Each Common Share shall entitle the holder thereof to one vote, in person or by proxy, at any and all meetings of the shareholders of the corporation, on all propositions before such meetings. Each Common Share shall be entitled to participate equally in such dividends as may be declared by the Board of Directors out of funds legally available therefor, and to participate equally in all distributions of assets upon liquidation.

IN WITNESS WHEREOF, said PETER B. LEWIS, Chairman of the Board, and DAVID M. SCHNEIDER, Secretary, of The Progressive Corporation, acting for and in behalf of said corporation, have hereunto subscribed their names this 25th day of April, 1986.

/s/ Peter B. Lewis

--------------------------------

Peter B. Lewis, Chairman

/s/ David M. Schneider

--------------------------------

David M. Schneider, Secretary

-7-

CERTIFICATE OF AMENDMENT

TO

THE AMENDED ARTICLES OF INCORPORATION

OF

THE PROGRESSIVE CORPORATION

PETER B. LEWIS, Chairman of the Board, and DAVID M. SCHNEIDER, Secretary, of The Progressive Corporation, an Ohio corporation for profit with its principal office at 6300 Wilson Mills Road, Mayfield Village, Cuyahoga County, Ohio (the "Company"), do hereby certify that a meeting of the shareholders of the Company was duly called and held on April 24, 1987, at which meeting a quorum of the shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Company on proposals to amend the Company's Amended Articles of Incorporation, the following resolution was adopted:

RESOLVED, that Article FOURTH of the Company's Amended Articles of Incorporation be, and the same hereby is, amended to be and read in its entirety as follows:

FOURTH: SECTION 1. AUTHORIZED SHARES. The aggregate number of shares which the corporation shall have authority to issue is 110,000,000 shares, consisting of 10,000,000 Non-Voting Preferred Shares, without par value, and 100,000,000 Common Shares, $1.00 par value.

SECTION 2. ISSUANCE OF PREFERRED SHARES. The Board of Directors is authorized at any time, and from time to time, to provide for the issuance of Non-Voting Preferred Shares in one or more series, and to determine the designations, preferences, limitations and relative or other rights of the Non-Voting Preferred Shares or any series thereof. For each series, the Board of Directors shall determine, by resolution or resolutions adopted prior to the issuance of any shares thereof, the designations, preferences, limitations and relative or other rights thereof, including but not limited to the following relative rights and preferences, as to which there may be variations among different series:

A. the division of such shares into series and the designation and authorized number of shares of each series,

B. the dividend rate,

C. the dates of payment of dividends and the dates from which they are cumulative,

D. liquidation price,

E. redemption rights and price,

F. sinking fund requirements,

-8-

G. conversion rights, and

H. restrictions on the issuance of such shares.

Prior to the issuance of any shares of a series, but after adoption by the Board of Directors of the resolution establishing such series, the appropriate officers of the corporation shall file such documents with the State of Ohio as may be required by law including, without limitation, an amendment to these Amended Articles of Incorporation.

SECTION 3. COMMON SHARES. Each Common Share shall entitle the holder thereof to one vote, in person or by proxy, at any and all meetings of the shareholders of the corporation, on all propositions before such meetings. Each Common Share shall be entitled to participate equally in such dividends as may be declared by the Board of Directors out of funds legally available therefor, and to participate equally in all distributions of assets upon liquidation.

IN WITNESS WHEREOF, said PETER B. LEWIS, Chairman of the Board, and

DAVID M. SCHNEIDER, Secretary, of The Progressive Corporation, acting for and in behalf of said corporation, have hereunto subscribed their names this 24th day of April, 1987.

/s/ Peter B. Lewis

--------------------------------

Peter B. Lewis, Chairman

/s/ David M. Schneider

--------------------------------

David M. Schneider, Secretary

-9-

CERTIFICATE OF AMENDMENT

TO

AMENDED ARTICLES OF INCORPORATION

OF

THE PROGRESSIVE CORPORATION

PETER B. LEWIS, President, and DAVID M. SCHNEIDER, Secretary, of The Progressive Corporation, an Ohio corporation for profit with its principal office at Mayfield Village, Cuyahoga County, Ohio (the "Company"), do hereby certify that a meeting of the Shareholders of the Company was duly called and held on April 19, 1991, at which meeting a quorum of the shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Company on a proposal to amend the Company's Amended Articles of Incorporation, the following resolution was adopted:

RESOLVED, that Article Fourth of the Company's Amended Articles of Incorporation be, and the same hereby is, deleted in its entirety and there is substituted therefor the following:

Article Fourth. The authorized number of shares of the corporation is 125,000,000, consisting of 20,000,000 Serial Preferred Shares, without par value (hereinafter called "Serial Preferred Shares"), 5,000,000 Voting Preference Shares, without par value (hereinafter called "Voting Preference Shares"), and 100,000,000 Common Shares, $1.00 par value (hereinafter called "Common Shares").

DIVISION A

The Serial Preferred Shares shall have the following express terms:

Section 1. Series. The Serial Preferred Shares may be issued from time to time in one or more series. All shares of Serial Preferred Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as to the dates from which dividends shall accrue and be cumulative. All Serial Preferred Shares shall rank on a parity with and be identical to all Voting Preference Shares except in respect of (i) the matters that may be fixed by the Board of Directors as provided in clauses (a) through (i), both inclusive, of this Section and (ii) the voting rights and provisions for consents relating to Serial Preferred Shares as fixed and determined by Section 5 of this Division. Subject to the provisions of Sections 2 through 7, both inclusive, of this Division, which provisions shall apply to all Serial Preferred Shares, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b) of this Section) the following:

(a)     The designation of the series, which may be by distinguishing number, letter or title;

(b)     The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding);

(c)     The dividend rate or rates of the series;

(d)     The dates on which and the period or periods for which dividends, if declared, shall be payable and the date or dates from which dividends shall accrue and be cumulative;

-10-

(e)    The redemption rights and price or prices, if any, for shares of the series;

(f)     The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series;

(g)     The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation;

(h)    Whether the shares of the series shall be convertible into Common Shares or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and

(i)    Restrictions (in addition to those set forth in Subsection 5(c) of this Division) on the issuance of shares of the same series or of any other class or series.

The Board of Directors is authorized to adopt from time to time amendments to the Amended Articles of Incorporation fixing, with respect to each such series, the matters described in clauses (a) through (i), both inclusive, of this Section and is authorized to take such actions with respect thereto as may be required by law in order to effect such amendments.

Section 2. Dividends.

(a)    The holders of Serial Preferred Shares of each series, in preference to the holders of Common Shares and of any other class of shares ranking junior to the Serial Preferred Shares, shall be entitled to receive out of any funds legally available for Serial Preferred Shares and Voting Preference Shares and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance with the provisions of Section 1 of this Division and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividends shall be paid upon or declared or set apart for any series of the Serial Preferred Shares for any dividend period unless at the same time (1) a like proportionate dividend for the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Serial Preferred Shares of all series then issued and outstanding and entitled to receive such dividend and (2) the dividends payable for the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Voting Preference Shares of all series then issued and outstanding and entitled to receive such dividend.

(b)    So long as any Serial Preferred Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares ranking junior to the Serial Preferred Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the Serial Preferred Shares, nor shall any Common Shares or any other shares ranking junior to the Serial Preferred Shares be purchased, retired or otherwise acquired by the corporation, except out of the proceeds of the sale of Common Shares or other shares of the corporation ranking junior to the Serial Preferred Shares received by the corporation subsequent to the date of first issuance of Serial Preferred Shares of any series, unless:

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(1)    All accrued and unpaid dividends on Serial Preferred Shares, including the full dividends for all current dividend periods, shall have been declared and paid or a sum sufficient for payment thereof set apart; and

(2)    There shall be no arrearages with respect to the redemption of Serial Preferred Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section 1 of this Division.

Section 3. Redemption.

(a)    Subject to the express terms of each series and to the provisions of Subsection 5(c)(3) of this Division, the corporation:

(1)    May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Serial Preferred Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section 1 of this Division; and

(2)     Shall, from time to time, make such redemptions of each series of Serial Preferred Shares as may be required to fulfill the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section 1 of this Division;

and shall in each case pay all accrued and unpaid dividends to the redemption date.

(b)     (1)     Notice of every such redemption shall be mailed, postage prepaid, to the holders of record of the Serial Preferred Shares to be redeemed at their respective addresses then appearing on the books of the corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior thereto as the Board of Directors shall fix for any series pursuant to Section 1 of this Division prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the corporation may deposit the aggregate redemption price of Serial Preferred Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio or New York, New York, having capital and surplus of not less than $100,000,000, named in such notice and direct that there be paid to the respective holders of the Serial Preferred Shares so to be redeemed amounts equal to the redemption price of the Serial Preferred Shares so to be redeemed, together with such accrued and unpaid dividends thereon, on surrender of share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Serial Preferred Shares are to be redeemed, the corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors.

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(2)    If the holders of Serial Preferred Shares which have been called for redemption shall not within six years after such deposit claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the corporation such unclaimed amounts and thereupon such bank or trust company and the corporation shall be relieved of all responsibility in respect thereof and to such holders.

(c)    Any Serial Preferred Shares which are (1) redeemed by the corporation pursuant to the provisions of this Section, (2) purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3) converted in accordance with the express terms thereof, or (4) otherwise acquired by the corporation, shall resume the status of authorized but unissued Serial Preferred Shares without serial designation.

Section 4. Liquidation.

(a)    (1) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation, the holders of Serial Preferred Shares of any series shall be entitled to receive in full out of the assets of the corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any other shares ranking junior to the Serial Preferred Shares, the amounts fixed with respect to shares of such series in accordance with Section 1 of this Division, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the corporation. In the event the net assets of the corporation legally available therefor are insufficient to permit the payment upon all outstanding Serial Preferred Shares and Voting Preference Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Serial Preferred Shares and Voting Preference Shares in proportion to the full preferential amount to which each such share is entitled.

(2)    After payment to the holders of Serial Preferred Shares of the full preferential amounts as aforesaid, the holders of Serial Preferred Shares, as such, shall have no right or claim to any of the remaining assets of the corporation.

(b)    The merger or consolidation of the corporation into or with any other corporation, the merger of any other corporation into it, or the sale, lease or conveyance of all or substantially all the assets of the corporation, shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section.

Section 5. Voting.

(a)    The holders of Serial Preferred Shares shall have no voting rights, except as provided in this Section or required by law.

(b)    (1)    If, and so often as, the corporation shall be in default in the payment of the equivalent of the full dividends on any series of Serial Preferred Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods (whether or not consecutive) which in the aggregate contain at least 540 days, the holders of Serial Preferred Shares of all series, voting separately as a class, shall be entitled to elect, as herein provided, two members of the Board of Directors of the corporation; provided, however, that the holders of

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Serial Preferred Shares shall not have or exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of the outstanding Serial Preferred Shares of all series then outstanding are present in person or by proxy; and provided further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on the Serial Preferred Shares of all series then outstanding shall have been paid, whereupon the holders of Serial Preferred Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph.

(2)    In the event of default entitling the holders of Serial Preferred Shares to elect two directors as specified in paragraph (1) of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the corporation upon written request of, or may be called by, the holders of record of at least 10% of the Serial Preferred Shares of all series at the time outstanding, and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 120 days after the date of receipt of the foregoing written request from the holders of Serial Preferred Shares. At any meeting at which the holders of Serial Preferred Shares shall be entitled to elect directors, the holders of 50% of the Serial Preferred Shares of all series at the time outstanding, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which the holders of Serial Preferred Shares are entitled to elect as herein provided. Notwithstanding any provision of these Amended Articles of Incorporation or the Code of Regulations of the corporation or any action taken by the holders of any class of shares fixing the number of directors of the corporation, the two directors who may be elected by the holders of Serial Preferred Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the total number of directors of the corporation nor require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the corporation, the two directors elected by the holders of Serial Preferred Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders.

(3)     Upon any divesting of the special class voting rights of the holders of the Serial Preferred Shares in respect of elections of directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

(c)    The affirmative vote or consent of the holders of at least two-thirds of the Serial Preferred Shares at the time outstanding, voting or consenting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect any one or more of the following (but so far as the holders of Serial Preferred Shares are concerned, such action may be effected with such vote or consent):

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(1)    Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended Articles of Incorporation or of the Code of Regulations of the corporation which affects adversely the preferences or voting or other rights of the holders of Serial Preferred Shares; provided, however, neither the amendment of the Amended Articles of Incorporation so as to authorize, create or change the authorized or outstanding number of Serial Preferred Shares or of any shares ranking on a parity with or junior to the Serial Preferred Shares nor the amendment of the provisions of the Code of Regulations so as to change the number of directors of the corporation shall be deemed to affect adversely the preferences or voting or other rights of the holders of Serial Preferred Shares; and provided further, that if such amendment, alteration or repeal affects adversely the preferences or voting or other rights of one or more but not all series of Serial Preferred Shares at the time outstanding, only the affirmative vote or consent of the holders of at least two-thirds of the number of the shares at the time outstanding of the series so affected shall be required;

(2)     The authorization, creation or the increase in the authorized number of any shares, or any security convertible into shares, in either case ranking prior to the Serial Preferred Shares; or

(3)     The purchase or redemption (for sinking fund purposes or otherwise) of less than all of the Serial Preferred Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Serial Preferred Shares, unless all dividends on all Serial Preferred Shares then outstanding for all previous dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with.

Section 6. Pre-emptive Rights. No holder of Serial Preferred Shares as such, shall have any pre-emptive right to purchase, have offered to him for purchase or subscribe for any of the corporation's shares or other securities of any class, whether now or hereafter authorized.

Section 7. Definitions. For the purposes of this Division:

(a)     Whenever reference is made to shares "ranking prior to the Serial Preferred Shares," such reference shall mean and include all shares of the corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation are given preference over the rights of the holders of Serial Preferred Shares;

(b)    Whenever reference is made to shares "on a parity with the Serial Preferred Shares," such reference shall mean and include all Voting Preference Shares and all other shares of the corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation rank equally (except as to the amounts fixed therefor) with the rights of the holders of Serial Preferred Shares; and

(c)    Whenever reference is made to shares "ranking junior to the Serial Preferred Shares," such reference shall mean and include all shares of the corporation other than those defined under

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Subsections (a) and (b) of this Section as shares "ranking prior to" or "on a parity with" the Serial Preferred Shares.

DIVISION B

The Voting Preference Shares shall have the following express terms:

Section 1. Series. The Voting Preference Shares may be issued from time to time in one or more series. All shares of Voting Preference Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as to the dates from which dividends shall accrue and be cumulative. All Voting Preference Shares shall rank on a parity with and be identical to all Serial Preferred Shares except in respect of (i) the matters that may be fixed by the Board of Directors as provided in clauses (a) through (i), both inclusive, of this Section and (ii) the voting rights and provisions for consents relating to Voting Preference Shares as fixed and determined by Section 5 of this Division. Subject to the provisions of Sections 2 through 7, both inclusive, of this Division, which provisions shall apply to all Voting Preference Shares, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b) of this Section) the following:

(a)    The designation of the series, which may be by distinguishing number, letter or title;

(b)    The authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding);

(c)     The dividend rate or rates of the series;

(d)    The dates on which and the period or periods for which dividends, if declared, shall be payable and the date or dates from which dividends shall accrue and be cumulative;

(e)    The redemption rights and price or prices, if any, for shares of the series;

(f)    The terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series;

(g)     The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation;

(h)     Whether the shares of the series shall be convertible into Common Shares or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and

(i)     Restrictions (in addition to those set forth in Subsection 5(c) of this Division) on the issuance of shares of the same series or of any other class or series.

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The Board of Directors is authorized to adopt from time to time amendments to the Amended Articles of Incorporation fixing, with respect to each such series, the matters described in clauses (a) through (i), both inclusive, of this Section and is authorized to take such actions with respect thereto as may be required by law in order to effect such amendments.

Section 2. Dividends.

(a)     The holders of Voting Preference Shares of each series, in preference to the holders of Common Shares and of any other class of shares ranking junior to the Voting Preference Shares, shall be entitled to receive out of any funds legally available for Voting Preference Shares and Serial Preferred Shares and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance with the provisions of Section 1 of this Division and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividends shall be paid upon or declared or set apart for any series of the Voting Preference Shares for any dividend period unless at the same time (1) a like proportionate dividend for the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective annual dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Voting Preference Shares of all series then issued and outstanding and entitled to receive such dividend and (2) the dividends payable for the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Serial Preferred Shares of all series then issued and outstanding and entitled to receive such dividend.

(b)    So long as any Voting Preference Shares shall be outstanding no dividend, except a dividend payable in Common Shares or other shares ranking junior to the Voting Preference Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of the Common Shares or any other shares ranking junior to the Voting Preference Shares, nor shall any Common Shares or any other shares ranking junior to the Voting Preference Shares be purchased, retired or otherwise acquired by the corporation, except out of the proceeds of the sale of Common Shares or other shares of the corporation ranking junior to the Voting Preference Shares received by the corporation subsequent to the date of first issuance of Voting Preference Shares of any series, unless:

(1)    All accrued and unpaid dividends on Voting Preference Shares, including the full dividends for all current dividend periods, shall have been declared and paid or a sum sufficient for payment thereof set apart; and

(2)    There shall be no arrearages with respect to the redemption of Voting Preference Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section 1 of this Division.

Section 3. Redemption.

(a)    Subject to the express terms of each series and the provisions of Subsection 5(c)(6) of this Division, the corporation:

(1)    May, from time to time at the option of the Board of Directors, redeem all or any part of any redeemable series of Voting Preference Shares at the time outstanding at the applicable

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redemption price for such series fixed in accordance with the provisions of Section 1 of this Division; and

(2)    Shall, from time to time, make such redemptions of each series of Voting Preference Shares as may be required to fulfill the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section 1 of this Division;

and shall in each case pay all accrued and unpaid dividends to the redemption date.

(b)    (1)     Notice of every such redemption shall be mailed, postage prepaid, to the holders of record of the Voting Preference Shares to be redeemed at their respective addresses then appearing on the books of the corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior thereto as the Board of Directors shall fix for any series pursuant to Section 1 of this Division prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the corporation may deposit the aggregate redemption price of Voting Preference Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company in Cleveland, Ohio or New York, New York, having capital and surplus of not less than $100,000,000, named in such notice and direct that there be paid to the respective holders of the Voting Preference Shares so to be redeemed amounts equal to the redemption price of the Voting Preference Shares so to be redeemed, together with such accrued and unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Voting Preference Shares are to be redeemed, the corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors.

(2)     If the holders of Voting Preference Shares which have been called for redemption shall not within six years after such deposit claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the corporation such unclaimed amounts and thereupon such bank or trust company and the corporation shall be relieved of all responsibility in respect thereof and to such holders.

(c)    Any Voting Preference Shares which are (1) redeemed by the corporation pursuant to the provisions of this Section, (2) purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3) converted in accordance with the express terms thereof, or (4) otherwise acquired by the corporation, shall resume the status of authorized but unissued Voting Preference Shares without serial designation.

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Section 4. Liquidation.

(a)    (1)    In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation, the holders of Voting Preference Shares of any series shall be entitled to receive in full out of the assets of the corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Shares or any other shares ranking junior to the Voting Preference Shares, the amounts fixed with respect to shares of such series in accordance with Section 1 of this Division, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the corporation. In the event the net assets of the corporation legally available therefor are insufficient to permit the payment upon all outstanding Voting Preference Shares and Serial Preferred Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Voting Preference Shares and Serial Preferred Shares in proportion to the full preferential amount to which each such share is entitled.

(2)    After payment to the holders of Voting Preference Shares of the full preferential amounts as aforesaid, the holders of Voting Preference Shares, as such, shall have no right or claim to any of the remaining assets of the corporation.

(b)     The merger or consolidation of the corporation into or with any other corporation, the merger of any other corporation into it, or the sale, lease or conveyance of all or substantially all the assets of the corporation, shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section.

Section 5. Voting.

(a)     The holders of Voting Preference Shares shall be entitled at all times to one vote for each share and, except as otherwise provided in this Section or required by law, the holders of Voting Preference Shares and the holders of Common Shares shall vote together as a class on all matters presented, subject, however, to the special voting rights of the holders of Serial Preferred Shares as provided in Section 5 of Division A hereof.

(b)    (1)    If, and so often as, the corporation shall be in default in the payment of the equivalent of the full dividends on any series of Voting Preference Shares at the time outstanding, whether or not earned or declared, for a number of dividend payment periods (whether or not consecutive) which in the aggregate contain at least 540 days, the holders of Voting Preference Shares of all series, voting separately as a class, shall be entitled to elect, as herein provided, two members of the Board of Directors of the corporation; provided, however, that the holders of Voting Preference Shares shall not have or exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than 50% of the outstanding Voting Preference Shares of all series then outstanding are present in person or by proxy; and provided further that the special class voting rights provided for in this paragraph when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on the Voting Preference Shares of all series then outstanding shall have been paid, whereupon the holders of Voting Preference Shares shall be divested of their special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event above specified in this paragraph.

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(2) In the event of default entitling the holders of Voting Preference Shares to elect two directors as specified in paragraph (1) of this Subsection, a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the corporation upon written request of, or may be called by, the holders of record of at least 10% of the Voting Preference Shares of all series at the time outstanding, and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be called to be held within 120 days after the date of receipt of the foregoing written request from the holders of Voting Preference Shares. At any meeting at which the holders of Voting Preference Shares shall be entitled to elect directors, the holders of 50% of the Voting Preference Shares of all series at the time outstanding, present in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which the holders of Voting Preference Shares are entitled to elect as herein provided. Notwithstanding any provision of these Amended Articles of Incorporation or the Code of Regulations of the corporation or any action taken by the holders of any class of shares fixing the number of directors of the corporation, the two directors who may be elected by the holders of Voting Preference Shares pursuant to this Subsection shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Nothing in this Subsection shall prevent any change otherwise permitted in the total number of directors of the corporation or require the resignation of any director elected otherwise than pursuant to this Subsection. Notwithstanding any classification of the other directors of the corporation, the two directors elected by the holders of Voting Preference Shares shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders.

(3) Upon any divesting of the special class voting rights of the holders of the Voting Preference Shares in respect of elections of directors as provided in this Subsection, the terms of office of all directors then in office elected by such holders shall terminate immediately thereupon. If the office of any director elected by such holders voting as a class becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director elected by such holders voting as a class may elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

(c) The affirmative vote or consent of the holders of at least two-thirds of the Voting Preference Shares at the time outstanding, voting or consenting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect any one or more of the following (but so far as the holders of Voting Preference Shares are concerned, such action may be effected with such vote or consent):

(1) The sale, lease or conveyance by the corporation of all or substantially all of its assets;

(2) The merger or consolidation of the corporation into or with any other corporation or the merger of any other corporation into it;

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(3)     The voluntary liquidation, dissolution or winding up of the affairs of the corporation;

(4)    Any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended Articles of Incorporation or of the Code of Regulations of the corporation which affects adversely the preferences or voting or other rights of the holders of Voting Preference Shares; provided, however, that for the purpose of this paragraph only, neither the amendment of the Amended Articles of Incorporation so as to authorize, create or change the authorized or outstanding number of Voting Preference Shares or of any shares ranking on a parity with or junior to the Voting Preference Shares nor the amendment of the provisions of the Code of Regulations so as to change the number of directors of the corporation shall be deemed to affect adversely the preferences or voting or other rights of the holders of Voting Preference Shares; and provided further, that if such amendment, alteration or repeal affects adversely the preferences or voting or other rights of one or more but not all series of Voting Preference Shares at the time outstanding, only the affirmative vote or consent of the holders of at least two-thirds of the number of the shares at the time outstanding of the series so affected shall be required;

(5)     The authorization, creation or the increase in the authorized amount of any shares, or any security convertible into shares, in either case ranking prior to the Voting Preference Shares; or

(6)     The purchase or redemption (for sinking fund purposes or otherwise) of less than all of the Voting Preference Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Voting Preference Shares, unless all dividends on all Voting Preference Shares then outstanding for all previous dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with.

Section 6. Pre-emptive Rights. No holder of Voting Preference Shares as such shall have any pre-emptive right to purchase or subscribe for any of the corporation's shares or other securities of any class, whether now or hereafter authorized.

Section 7. Definitions. For the purposes of this Division:

(a)    Whenever reference is made to shares "ranking prior to the Voting Preference Shares," such reference shall mean and include all shares of the corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation are given preference over the rights of the holders of Voting Preference Shares;

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(b)     Whenever reference is made to shares "on a parity with the Voting Preference Shares," such reference shall mean and include all Serial Preferred Shares and all other shares of the corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation rank equally (except as to the amounts fixed therefor) with the rights of the holders of Voting Preference Shares; and

(c)     Whenever reference is made to shares "ranking junior to the Voting Preference Shares," such reference shall mean and include all shares of the corporation other than those defined under Subsections (a) and (b) of this Section as shares "ranking prior to" or "on a parity with" the Voting Preference Shares.

DIVISION C

The Common Shares shall have the following express terms:

The Common Shares shall be subject to the express terms of the Serial Preferred Shares and any series thereof and to the express terms of the Voting Preference Shares and any series thereof. Each Common Share shall be equal to every other Common Share and the holders thereof shall be entitled to one vote for each Common Share on all matters presented. No holder of Common Shares shall have any pre-emptive right to purchase or subscribe for any of the corporation's shares or other securities of any class, whether now or hereafter authorized.

IN WITNESS WHEREOF, Peter B. Lewis, President, and David M. Schneider, Secretary, of The Progressive Corporation, acting for and on its behalf do hereunto subscribe their names this 19th day of April, 1991.

    /s/ Peter B. Lewis

--------------------------------

Peter B. Lewis, President

    /s/ David M. Schneider

--------------------------------

David M. Schneider, Secretary

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CERTIFICATE OF AMENDMENT

TO

AMENDED ARTICLES OF INCORPORATION

OF

THE PROGRESSIVE CORPORATION

PETER B. LEWIS, President, and DAVID M. SCHNEIDER, Secretary, of The Progressive Corporation, an Ohio corporation for profit with its principal office in Mayfield Village, Cuyahoga County, Ohio (the "Company"), do hereby certify that a Written Action Taken Without A Meeting of the Executive Committee of the Board of Directors of the Company was duly executed by all members of the Executive Committee of the Board of Directors and that the following resolution to amend the Amended Articles of Incorporation of the Company was adopted pursuant to said Written Action Taken Without A Meeting by the Executive Committee of the Board of Directors of the Company pursuant to the authority of Section 1701.70(B)(1) and 1701.73(A) of the Ohio Revised Code and Section 1 of Division A of Article Fourth of said Amended Articles of Incorporation:

RESOLVED, that the Amended Articles of Incorporation of the Company be and they hereby are amended by adding at the end of Division A of Article FOURTH thereof a new Section 8 reading as follows:

Section 8. 9 3/8% Serial Preferred Shares, Series A. Of the 20,000,000 authorized Serial Preferred Shares, without par value, 4,600,000 shares are designated as a series entitled "9 3/8% Serial Preferred Shares, Series A" (hereinafter called "Series A Shares"). The Series A Shares shall have the express terms set forth in this Division as being applicable to all Serial Preferred Shares as a class and, in addition, the following express terms applicable to all Series A Shares as a series of Serial Preferred Shares:

(a) The annual dividend rate of the Series A Shares shall be 9 3/8% of the liquidation preference of $25.00 per share.

(b) Dividends on Series A Shares shall be payable, if declared, quarterly on March 31, June 30, September 30 and December 31 of each year, the first quarterly dividend being payable, if declared, on June 30, 1991. The dividends payable for each full quarterly dividend period on each Series A Share shall be $.5859375.

Dividends for the initial dividend period on the Series A Shares, or for any period shorter or longer than a full dividend period on the Series A Shares, shall be computed on the basis of 30-day months and a 360-day year. The aggregate dividend payable quarterly to each holder of Series A Shares shall be rounded to the nearest one cent with $.005 being rounded upward. Each dividend shall be payable to the holders of record on such record date, not less than 15 nor more than 30 days preceding the payment date thereof, as shall be fixed from time to time by the corporation's Board of Directors.

(c)    Dividends on Series A Shares shall be cumulative as follows:

(1) With respect to shares included in the initial issue of Series A Shares and shares issued any time thereafter up to and including the record date for the payment of the first dividend on the initial issue of Series A Shares, dividends shall be cumulative from the date of the initial issue of Series A Shares; and

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(2) With respect to shares issued any time after the aforesaid record date, dividends shall be cumulative from the dividend payment date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the record date for the payment of a dividend on Series A Shares and ending on the payment date of that dividend, dividends with respect to such shares shall be cumulative from that dividend payment date.

(d) Subject to the provisions of Subsection 5(c)(3) of this Division, the Series A Shares shall be redeemable in the manner provided in Subsections 3(b)(1) and (2) of this Division as follows:

(1) Except as provided in clause (2) of this Subsection (d), the Series A Shares may not be redeemed prior to May 31, 1996. At any time or from time to time on and after May 31, 1996, the corporation, at its option, may redeem all or any part of the Series A Shares at a redemption price of $25.00 per share plus, in each case, an amount equal to all dividends accrued and unpaid thereon to the redemption date.

(2) Prior to May 31, 1996, the corporation, at its option, may redeem all, but not less than all, of the outstanding Series A Shares if the holders of such shares shall be entitled to vote upon or consent to any amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Amended Articles of Incorporation or of the Code of Regulations of the corporation which affects adversely the preferences or voting or other rights of the holders of Series A Shares, as specified under Subsection 5(c)(1) of this Division, and all of the following conditions have been satisfied: (a) the corporation shall have requested the vote or consent of the holders of the Series A Shares to such amendment, alteration or repeal, stating in such request that failing the requisite favorable vote or consent the corporation will have the option to redeem such shares, (b) the corporation shall not have received the requisite favorable vote or consent within 60 days after making such request (which shall be deemed to have been made upon the mailing of the notice of any meeting of holders of Series A Shares to vote upon such approval or grant such consent) and (c) such amendment, alteration or repeal, whether in connection with a merger, consolidation or otherwise, shall be effected on the date fixed for such redemption, which date shall be no more than one year after such request is made. Any such redemption shall be on notice as aforesaid at a redemption price of $25.00 per Series A Share plus an amount equal to all dividends accrued and unpaid thereon to the redemption date.

(e) The amount payable per Series A Share in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation shall be $25.00, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment.

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IN WITNESS WHEREOF, Peter B. Lewis, President, and David M. Schneider, Secretary, of The Progressive Corporation, acting for and on its behalf do hereunto subscribe their names this fourteenth day of May, 1991.

/s/ Peter B. Lewis

--------------------------------

Peter B. Lewis, President

/s/ David M. Schneider

--------------------------------

David M. Schneider, Secretary

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CERTIFICATE OF AMENDMENT

TO

AMENDED ARTICLES OF INCORPORATION

OF

THE PROGRESSIVE CORPORATION

PETER B. LEWIS, President, and DAVID M. SCHNEIDER, Secretary, of The Progressive Corporation, an Ohio corporation for profit with its principal office at Mayfield Village, Cuyahoga County, Ohio (the "Company"), do hereby certify that a meeting of the Shareholders of the Company was duly called and held on April 23, 1993 at which meeting a quorum of the shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Company on a proposal to amend the Company's Amended Articles of Incorporation, the following resolution was adopted:

RESOLVED, that the first paragraph of Article FOURTH of the Company's Amended Articles of Incorporation, which precedes DIVISION A thereof be, and the same is, hereby amended and restated in its entirety to provide as follows:

FOURTH. The authorized number of shares of the corporation is 225,000,000, consisting of 20,000,000 Serial Preferred Shares, without par value (hereinafter called "Serial Preferred Shares"), 5,000,000 Voting Preference Shares, without par value (hereinafter called "Voting Preference Shares"), and 200,000,000 Common Shares, $1.00 par value (hereinafter called "Common Shares”).

IN WITNESS WHEREOF, Peter B. Lewis, President, and David M. Schneider, Secretary of The Progressive Corporation, acting for and on its behalf do hereunto subscribe their names this 23rd day of April, 1993.

/s/ Peter B. Lewis

--------------------------------

Peter B. Lewis, President

/s/ David M. Schneider

--------------------------------

David M. Schneider, Secretary

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CERTIFICATE OF AMENDMENT

TO

AMENDED ARTICLES OF INCORPORATION

OF

THE PROGRESSIVE CORPORATION

DAVID M. SCHNEIDER, Secretary of The Progressive Corporation, an Ohio corporation for profit with its principal office at Mayfield Village, Cuyahoga County, Ohio (the "Company"), does hereby certify that a meeting of the Shareholders of the Company was duly called and held on April 24, 1998, at which meeting a quorum of the Shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Company on a proposal to amend the Company's Amended Articles of Incorporation, the following resolution was adopted:

RESOLVED, that the first paragraph of Article FOURTH of the Company's Amended Articles of Incorporation, which precedes DIVISION A thereof be, and the same is, hereby amended and restated in its entirety to provide as follows:

FOURTH. The authorized number of shares of the corporation is 325,000,000, consisting of 20,000,000 Serial Preferred Shares, without par value (hereinafter called "Serial Preferred Shares"), 5,000,000 Voting Preference Shares, without par value (hereinafter called "Voting Preference Shares"), and 300,000,000 Common Shares, $1.00 par value (hereinafter called "Common Shares").

IN WITNESS WHEREOF, David M. Schneider, Secretary of The Progressive Corporation, acting for and on behalf of said corporation, does hereunto subscribe his name this 24th day of April, 1998.

/s/ David M. Schneider

--------------------------------

David M. Schneider, Secretary

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CERTIFICATE OF AMENDMENT

TO

AMENDED ARTICLES OF INCORPORATION

OF

THE PROGRESSIVE CORPORATION

Charter #: 337395

CHARLES E. JARRETT, Secretary of The Progressive Corporation, an Ohio corporation for profit with its principal office at Mayfield Village, Cuyahoga County, Ohio (the "Company"), does hereby certify that a meeting of the Shareholders of the Company was duly called and held on April 18, 2003, at which meeting a quorum of the Shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Company on a proposal to amend the Company's Amended Articles of Incorporation, the following resolution was adopted:

RESOLVED, that the first paragraph of Article FOURTH of the Company's Amended Articles of Incorporation, which precedes DIVISION A thereof be, and the same is, hereby amended and restated in its entirety to provide as follows:

Article FOURTH. The authorized number of shares of the corporation is 625,000,000, consisting of 20,000,000 Serial Preferred Shares, without par value (hereinafter called "Serial Preferred Shares"), 5,000,000 Voting Preference Shares, without par value (hereinafter called "Voting Preference Shares"), and 600,000,000 Common Shares, $1.00 par value (hereinafter called "Common Shares").

IN WITNESS WHEREOF, Charles E. Jarrett, Secretary of The Progressive Corporation, acting for and on behalf of said corporation, does hereunto subscribe his name this 18th day of April, 2003.

/s/ Charles E. Jarrett        

Charles E. Jarrett, Secretary

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CERTIFICATE OF AMENDMENT

TO

AMENDED ARTICLES OF INCORPORATION

OF

THE PROGRESSIVE CORPORATION

(Charter No: 337395)

CHARLES E. JARRETT, Secretary of The Progressive Corporation, an Ohio corporation for profit with its principal office at Mayfield Village, Cuyahoga County, Ohio (the “Company”), does hereby certify that a meeting of the Shareholders of the Company was duly called and held on April 21, 2006, at which meeting a quorum of the Shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Company on a proposal to amend the Company’s Amended Articles of Incorporation, the following resolution was adopted:

RESOLVED, that the first paragraph of Article FOURTH of the Company’s Amended Articles of Incorporation, which precedes DIVISION A thereof, be, and the same is, hereby amended and restated in its entirety to provide as follows:

Article FOURTH. The authorized number of shares of the corporation is 925,000,000, consisting of 20,000,000 Serial Preferred Shares, without par value (hereinafter called “Serial Preferred Shares”), 5,000,000 Voting Preference Shares, without par value (hereinafter called “Voting Preference Shares”), and 900,000,000 Common Shares, $1.00 par value (hereinafter called “Common Shares”).

IN WITNESS WHEREOF, Charles E. Jarrett, Secretary of The Progressive Corporation, acting for and on behalf of said corporation, does hereunto subscribe his name this 21st day of April, 2006.

/s/ Charles E. Jarrett        

Charles E. Jarrett, Secretary

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CERTIFICATE OF AMENDMENT

TO

AMENDED ARTICLES OF INCORPORATION

OF

THE PROGRESSIVE CORPORATION

(Charter No: 337395)

CHARLES E. JARRETT, Secretary of The Progressive Corporation, an Ohio corporation for profit with its principal office at Mayfield Village, Cuyahoga County, Ohio (the “Company”), does hereby certify that a meeting of the Shareholders of the Company was duly called and held on April 18, 2008, at which meeting a quorum of the Shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Company on a proposal to amend the Company’s Amended Articles of Incorporation, the following resolution was adopted:

RESOLVED, that amendments to the Company’s Amended Articles of Incorporation and Code of Regulations to adopt a majority voting standard in uncontested elections of directors, as described in Item 2 of the Proxy Statement dated March 7, 2008, are hereby approved and adopted in all respects;

and that, pursuant to such resolution, the following new Article TENTH is added to the Company’s Amended Articles of Incorporation:

TENTH. At each meeting of shareholders for the election of directors, each nominee who receives a majority of the votes cast with respect to his or her nomination shall be elected as a director; provided, however, that, in the event the number of nominees exceeds the number of directors to be elected, the nominees receiving the greatest number of votes shall be elected. In determining which voting standard will apply in an election of directors, the number of nominees and number of directors to be elected at such meeting shall be determined as of the date that is fourteen (14) days prior to the date the corporation files its definitive proxy statement relating to such meeting (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission. For purposes of this Article TENTH, a majority of votes cast means that the number of shares voted “for” a director’s election must exceed the number of shares voted “against” his or her election.

IN WITNESS WHEREOF, Charles E. Jarrett, Secretary of The Progressive Corporation, acting for and on behalf of said corporation, does hereunto subscribe his name this 18^th day of April, 2008.

/s/ Charles E. Jarrett            

Charles E. Jarrett, Secretary

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CERTIFICATE OF AMENDMENT

TO

AMENDED ARTICLES OF INCORPORATION

OF

THE PROGRESSIVE CORPORATION

(Charter No: 337395)

CHARLES E. JARRETT, Secretary of The Progressive Corporation, an Ohio corporation for profit with its principal office at Mayfield Village, Cuyahoga County, Ohio (the “Corporation”), does hereby certify that a meeting of the Shareholders of the Corporation was duly called and held on May 13, 2016, at which meeting a quorum of the Shareholders of record, as of the record date for such meeting, was present in person or by proxy, and:

A. Pursuant to a proposal to amend the Company’s Amended Articles of Incorporation, the following resolution was adopted by the affirmative vote of the holders of 75 percent of the shares having voting power of the Corporation:

RESOLVED, that in accordance with the applicable provisions of Chapter 1701 of the Ohio Revised Code     and the Company’s Amended Articles of Incorporation, as amended through the date hereof (the     “Articles”), the following amendments to the Articles be, and hereby are, adopted:

1. Article SIXTH of the Articles be, and hereby is, deleted and replaced in its entirety to read as             follows:

“SIXTH: Except as otherwise provided in these Articles of Incorporation or the Code of                 Regulations of the corporation, notwithstanding any provisions in Sections 1701.01 to 1701.98,             inclusive, of the Ohio Revised Code, now or hereafter in effect, requiring for any purpose the vote,         consent, waiver or release of the holders of a designated proportion (but less than all) of the shares         of the corporation or of any particular class or classes of shares, as the case may be, the vote,             consent, waiver or release of the holders of shares entitling them to exercise a majority of the             voting power of the shares of the corporation or of any class or classes of shares, as the case may             be, shall be required and sufficient for any such purpose."

2. The first paragraph of Article NINTH of the Articles be, and hereby is, deleted and replaced             in its entirety to read as follows:

“NINTH: The affirmative vote of the holders of record of a majority of the shares having voting             power with respect to any such proposal shall be required for the approval or authorization of any             “Business Combination” (as hereinafter defined) of the corporation with any Related Person;             provided, however, that the majority voting requirement shall not be applicable if:”; and

B. Pursuant to a proposal to amend the Company’s Amended Articles of Incorporation, the following resolution was adopted by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Corporation:

RESOLVED, that in accordance with the applicable provisions of Chapter 1701 of the Ohio Revised Code     and the Company’s Amended Articles of Incorporation, as amended through the date hereof (the     “Articles”), the following amendments to the Articles be, and hereby are, adopted:

1. Section 5(c) of Division B of Article Fourth (Terms of the Voting Preference Shares) be, and hereby is, deleted and replaced with Sections 5(c) and 5(d), reading in their entirety as follows:

“(c) The affirmative vote or consent of the holders of at least two-thirds of the Voting Preference Shares at the time outstanding, voting or consenting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect any one or more of the following (but so far as the holders of Voting Preference Shares are concerned, such action may be effected with such vote or consent):

(1) Any amendment, alteration or repeal, whether by merger, consolidation or     otherwise, of any of the provisions of the Amended Articles of Incorporation or of the Code of Regulations of the corporation which affects adversely the preferences or voting     or other rights of the holders of Voting Preference Shares; provided, however, that for the purpose of this paragraph only, neither the amendment of the Amended Articles of Incorporation so as to authorize, create or change the authorized or outstanding number of Voting Preference Shares or of any shares ranking on a parity with or junior to the Voting Preference Shares nor the amendment of the provisions of the Code of Regulations so as to change the number of directors of the corporation shall be deemed to affect adversely the preferences or voting or other rights of the holders of Voting Preference Shares; and provided further, that if such amendment, alteration or repeal affects adversely the preferences or voting or other rights of one or more but not all series of Voting Preference Shares at the time outstanding, only the affirmative vote or consent of the holders of at least two-thirds of the number of the shares at the time outstanding of the series so affected shall be required;

(2) The authorization, creation or the increase in the authorized amount of any shares,     or any security convertible into shares, in either case ranking prior to the Voting Preference Shares; or

(3) The purchase or redemption (for sinking fund purposes or otherwise) of less than all of the Voting Preference Shares then outstanding except in accordance with a stock purchase offer made to all holders of record of Voting Preference Shares, unless all dividends on all Voting Preference Shares then outstanding for all previous dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with.

(d) The affirmative vote or consent of the holders of at least a majority of the Voting Preference     Shares at the time outstanding, voting or consenting separately as a class, given in person or b

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y proxy either in writing or at a meeting called for the purpose, shall be necessary to effect any one or more of the following (but so far as the holders of Voting Preference Shares are concerned, such action may be effected with such vote or consent):

(1) The sale, lease or conveyance by the corporation of all or substantially all of its assets;

(2) The merger or consolidation of the corporation into or with any other corporation or the merger of any other corporation into it; or

(3) The voluntary liquidation, dissolution or winding up of the affairs of the corporation."

2. The first paragraph of Section 3(a) of Division B of Article Fourth (Terms of the Voting             Preference Shares) be, and hereby is, deleted and replaced in its entirety to read as follows:

“(a) Subject to the express terms of each series and the provisions of Subsection 5(c)(3) of this             Division, the corporation:"

IN WITNESS WHEREOF, Charles E. Jarrett, Secretary of The Progressive Corporation, acting for and on behalf of said corporation, does hereunto subscribe his name this 16^th day of May, 2016.

/s/ Charles E. Jarrett                                           

Charles E. Jarrett, Vice President and Secretary

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AMENDMENT TO AMENDED ARTICLES OF INCORPORATION

OF

THE PROGRESSIVE CORPORATION

RESOLVED, that the Amended Articles of Incorporation of the Company be and they hereby are amended by adding at the end of Division A of Article FOURTH thereof a new Section 9 reading as follows:

Section 9. Series B Fixed-to-Floating Rate Cumulative Perpetual Serial Preferred Shares. Of the 20,000,000 authorized Serial Preferred Shares, without par value, 500,000 shares are designated as a series entitled "Series B Fixed-to-Floating Rate Cumulative Perpetual Serial Preferred Shares" (hereinafter called "Series B Shares"). The Series B Shares shall have the express terms set forth in this Division as being applicable to all Serial Preferred Shares as a class and, in addition, the following express terms applicable to all Series B Shares as a series of Serial Preferred Shares:

(a) General. The Series B Shares have a liquidation preference of $1,000 per share (the “stated amount”). The Series B Shares are perpetual and do not have any maturity date, and will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of the Series B Shares do not have any preemptive rights. The Series B Shares are not convertible into or exchangeable for property or shares of any other series or class. The Board of Directors (or a duly authorized committee of the Board) may increase (but not in excess of total number of authorized Serial Preferred Shares) or decrease (but not below the number of Series B Shares then outstanding) the number of designated Series B Shares from time to time before or after the issuance thereof (but not below the number of Series B Shares then outstanding).

(b) Dividends.

(1) Fixed-to-Floating. Cumulative cash dividends on Series B Shares shall be payable, when and as declared by the Board of Directors (or a duly authorized committee of the Board), but only out of funds legally available therefor, as follows: (i) for each dividend period during the fixed-rate period, at an annual rate of 5.375% of the stated amount per share, and no more, payable semi-annually in arrears on the 15^th day of each March and September, respectively, in each year, beginning on September 15, 2018; and (ii) for each dividend period during floating-rate period, at an annual rate equal to Three Month LIBOR for such dividend period plus a spread of 2.539% applied to the stated amount per share, and no more, payable quarterly in arrears on the 15^th day of each March, June, September and December, respectively, in each year, beginning on June 15, 2023.

(2) Amount. The amount of the dividend per Series B Share will be calculated (i) for each dividend period (or portion thereof) in the fixed-rate period, on the basis of a 360-day year consisting of twelve 30-day months, and (ii) for each dividend period (or portion thereof) in the floating-rate period, based on the actual number of days in the dividend period and a 360-day year.

(3) Record and Payment Date. Each date on which dividends are payable pursuant to the foregoing clauses, subject to adjustment as provided below, is a “dividend payment date”, and dividends for each dividend payment date are payable with respect to the dividend period (or portion thereof) ending on the day preceding such dividend payment date, in each case to holders of record on the 15th calendar day before such dividend payment date or such other record date not more than 30 nor less than 10 days preceding such dividend payment date fixed for that purpose by the Board of Directors (or a duly authorized committee of the Board) in advance of

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payment of each particular dividend. If any day on or before March 15, 2023 that would otherwise be a dividend payment date is not a business day, then such date will nevertheless be a dividend payment date, but dividends on the Series B Shares, when, as and if declared, will be paid on the next succeeding business day (without adjustment in the amount of the dividend per Series B Share). If any day after March 15, 2023 that would otherwise be a dividend payment date is not a business day, then the next succeeding business day will be the applicable dividend payment date and dividends on the Series B Shares, when, as and if declared, will be paid on such next succeeding business day.

(4) Accrual. With respect to the initial issuance of Series B Shares, dividends shall accrue from the date of initial issuance. With respect to any Series B Shares issued after such date of initial issuance, such additional Series B Shares may only be issued if they are fungible for U.S. tax purposes with all of the Series B Shares initially issued and dividends shall accrue from the most recent dividend payment date prior to the date such additional Series B Shares are issued (or, if no dividend payment date has occurred at the time such additional Series B Shares are issued, from the date of initial issuance of Series B Shares).

(5) Calculation Agent. The corporation will appoint a calculation agent for the Series B Shares prior to the commencement of the floating-rate period and will keep a record of such appointment at its principal offices, which will be available to any shareholder upon request. The corporation may appoint itself or an affiliate of the corporation as calculation agent.

(c) Redemption.

(1) Subject to the provisions of Subsection 5(c)(3) of this Division, the Series B Shares shall be redeemable in the manner provided in Subsections 3(b)(1) and (2) of this Division as follows:

(i) The corporation may, at the option of the Board of Directors (or a duly authorized committee of the Board), redeem the Series B Shares in whole, but not in part, at any time prior to March 15, 2023, within 90 days after the occurrence of a “rating agency event,” at a cash redemption price per share equal to $1,020, together with an amount equal to all accrued and unpaid dividends to, but excluding, the redemption date, or

(ii) The corporation may, at the option of the Board of Directors (or a duly authorized committee of the Board), redeem the Series B Shares in whole or in part, from time to time on or after March 15, 2023 at a cash redemption price per share equal to the stated amount, together with an amount equal to all accrued and unpaid dividends to, but excluding, the redemption date,

except that, in each case, any accrued and unpaid dividends payable on a redemption date that occurs subsequent to an applicable record date that has been fixed by the Board of Directors (or a duly authorized committee of the Board) for a dividend payment date that shall not yet have occurred at the time of redemption shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the applicable dividend payment date.

(2) Each notice of redemption given to a holder of Series B Shares shall state: (i) the redemption date; (ii) the number of shares of the Series B Shares to be redeemed and, if less than all shares of the Series B Shares held by such holder are to be redeemed, the number of shares to be redeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such

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shares are to be surrendered for payment of the redemption price; and (v) that dividends will cease to accrue on the redemption date.

(d) Liquidation. The amount payable per Series B Share in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation shall be the stated amount, plus an amount equal to all dividends accrued and unpaid thereon as provided in Section 4 of this Division A.

(e) Definitions. As used with respect to the Series B Shares:

“Dividend period” means each period commencing on (and including) a dividend payment date and continuing to, but excluding, the next succeeding dividend payment date, except that the first dividend period for the initial issuance of Series B Shares shall commence on (and include) the original issue date.

“Fixed-rate period” means the period commencing on the date of the initial issuance of Series B Shares and continuing to, but excluding, March 15, 2023.

“Floating-rate period” means the period commencing on the dividend payment date in the month of March 2023 and continuing to, but excluding, the first date, if any, as of which all shares of Series B Shares have been redeemed.

A “business day” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in The City of New York are not authorized or obligated by law, regulation or executive order to close.

“Three Month LIBOR” means the London interbank offered rate (“LIBOR”) for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000, as that rate appears on Reuters screen page “LIBOR01” at approximately 11:00 a.m., London time, on the relevant dividend determination date, provided that:

(1) If no offered rate appears on Reuters screen page “LIBOR01” on the relevant dividend determination date at approximately 11:00 a.m., London time, then the calculation agent, after consultation with the corporation, will select four major banks in the London interbank market and will request each of their principal London offices to provide a quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative of single transactions at that time. If at least two quotations are provided, Three Month LIBOR will be the arithmetic average (rounded upward if necessary to the nearest .00001 of 1%) of the quotations provided.

(2) Otherwise, the calculation agent, after consultation with the corporation, will select three major banks in New York City and will request each of them to provide a quotation of the rate offered by it at approximately 11:00 a.m., New York City time, on the dividend determination date for loans in U.S. dollars to leading European banks having an index maturity of three months for the applicable dividend period in an amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided, Three Month LIBOR will be the arithmetic average (rounded upward if necessary to the nearest .00001 of 1%) of the quotations provided.

(3) Otherwise, the calculation agent, after consulting with the corporation and such sources as it deems comparable to any of the foregoing quotations or display page, or any such sources as it

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deems reasonable from which to estimate Three Month LIBOR or any of the foregoing lending rates, shall determine Three Month LIBOR for the relevant dividend period in its sole discretion.

Notwithstanding the foregoing: (i) if the calculation agent determines on the relevant dividend determination date that the London interbank offered rate for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000 has been discontinued, then the calculation agent will use a substitute or successor base rate that it has determined in its sole discretion is most comparable to such London interbank offered rate, provided that if the calculation agent determines there is an industry-accepted successor base rate, then the calculation agent shall use such successor base rate; and (ii) if the calculation agent has determined a substitute or successor base rate in accordance with the foregoing, the calculation agent in its sole discretion may determine what business day convention to use, the definition of business day, the dividend determination date and any other relevant methodology for calculating such substitute or successor base rate, including any adjustment factor needed to make such substitute or successor base rate comparable to the LIBOR base rate, in a manner that is consistent with industry-accepted practices for such substitute or successor base rate.

The establishment of Three Month LIBOR for each dividend period by the calculation agent shall (in the absence of manifest error) be final and binding.

“Dividend determination date” means, with respect to a dividend period during the floating-rate period, the second London banking day prior to the beginning of such dividend period.

“London banking day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

“Rating agency event” means that any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) under the Securities Exchange Act of 194, as amended, that then publishes a rating for the corporation (a “rating agency”) amends, clarifies or changes the criteria it uses to assign equity credit to securities such as the Series B Shares, which amendment, clarification or change results in:

(1) The shortening of the length of time the Series B Shares are assigned a particular level of equity credit by that rating agency as compared to the length of time they would have been assigned that level of equity credit by that rating agency or its predecessor on the initial issuance of the Series B Shares; or

(2) The lowering of the equity credit (including up to a lesser amount) assigned to the Series B Shares by that rating agency as compared to the equity credit assigned by that rating agency or its predecessor on the initial issuance of the Series B Shares.

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EX-3.2

Exhibit 3.2

CODE OF REGULATIONS

OF

THE PROGRESSIVE CORPORATION

(as amended on March18, 2019)

ARTICLE I

Meetings of Shareholders

Section 1. Annual Meetings. The annual meeting of shareholders shall be held at such time and on such date on or before June 30^th of each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors, the consideration of reports to be laid before such meeting and the transaction of such other business as may properly come before the meeting.

Section 2. Special Meetings. Special meetings of the shareholders shall be called upon the written request of the president, the directors by action at a meeting, a majority of the directors acting without a meeting, or of the holders of shares entitling them to exercise twenty-five percent (25%) of the voting power of the corporation entitled to vote thereat. Calls for such meetings shall specify the purposes thereof. No business other than that specified in the call shall be considered at any special meeting. Special meetings so called shall be held on such date and at such time as may be fixed by the board of directors and stated in the notice of the meeting; provided, however, that in the case of a special meeting called by shareholders in accordance herewith, the date of such special meeting shall not be more than ninety (90) days after the date the president or secretary of the corporation receives the call for such meeting.

Section 3. Notices of Meetings. Unless waived, written notice of each annual or special meeting stating the time, place, and the purposes thereof, and the means, if any, by which shareholders can be present and vote at the meeting through the use of communications equipment, shall be given by the president or the secretary of the corporation, by personal delivery, by mail, by overnight delivery service or by any other means of communication authorized by the shareholder to whom the notice is given, to each shareholder of record entitled to vote at or entitled to notice of the meeting, not more than sixty (60) days nor less than seven (7) days before any such meeting. If mailed or sent by overnight delivery service, such notice shall be directed to the shareholder at his address as the same appears upon the records of the corporation. If sent by any other means of communication authorized by the shareholder, the notice shall be sent to the address furnished by the shareholder for those transmissions. Any shareholder, either before or after any meeting, may waive any notice required to be given by law or under these Regulations.

Section 4. Place of Meetings. Meetings of shareholders shall be held at the principal office of the corporation unless the board of directors determines that a meeting shall be held at some other place

within or without the State of Ohio and causes the notice thereof to so state. Notwithstanding the foregoing, the board of directors may determine that a meeting of shareholders shall not be held at any physical place, but instead may be held solely by means of communications equipment as authorized in the following paragraph.

If authorized by the board of directors, the shareholders and proxyholders who are not physically present at a meeting of shareholders may attend a meeting of shareholders by use of communications equipment that enables the shareholder or proxyholder an opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting and to speak or otherwise participate in the proceedings contemporaneously with those physically present. Any shareholder using communications equipment will be deemed present in person at the meeting, whether the meeting is to be held at a designated place or solely by means of communications equipment. The directors may adopt guidelines and procedures for the use of communications equipment in connection with a meeting of shareholders to permit the corporation to verify that a person is a shareholder or proxyholder and to maintain a record of any vote or other action.

Section 5. Quorum. The holders of shares entitling them to exercise a majority of the voting power of the corporation entitled to vote at any meeting, present in person or by proxy, shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that no action required by law or by the Articles of Incorporation or these Regulations to be authorized or taken by the holders of a designated proportion of the shares of any particular class or of each class may be authorized or taken by a lesser proportion. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time, until a quorum shall be present.

Section 6. Record Date. The board of directors may fix a record date for any lawful purpose, including, without limiting the generality of the foregoing, the determination of shareholders entitled to (i) receive notice of or to vote at any meeting, (ii) receive payment of any dividend or distribution, (iii) receive or exercise rights of purchase of or subscription for, or exchange or conversion of, shares or other securities, subject to any contract right with respect thereto, or (iv) participate in the execution of written consents, waivers or releases. Said record date, which shall not be a date earlier than the date on which the record date is fixed, shall not be more than sixty (60) days preceding the date of such meeting, the date fixed for the payment of any dividend or distribution or the date fixed for the receipt or the exercise of rights, as the case may be.

If a record date shall not be fixed, the record date for the determination of shareholders who are entitled to notice of, or who are entitled to vote at, a meeting of shareholders, shall be the close of business on the date next preceding the day on which notice is given, or the close of business on the date next preceding the day on which the meeting is held, as the case may be.

Section 7. Proxies. A person who is entitled to attend a shareholders' meeting, to vote thereat, or to execute consents, waivers or releases, may be represented at such meeting or vote thereat, and execute consents, waivers and releases, and exercise any of his other rights, by proxy or proxies appointed by a writing signed by such person or appointed by a verifiable communication authorized by the person.

Section 8. Procedures for Shareholder Proposals. A shareholder (or a legal representative of the shareholder) must be present at the meeting of shareholders in order to make a proposal at such meeting and must also comply with the appropriate section of these Regulations related to such proposal (or Rule 14a-8 under the Securities Exchange Act of 1934). This Section 8 sets forth certain procedures required for shareholders to make proposals at the corporation’s meetings of shareholders (other than nominations for the election of directors, the means for which are set forth in Sections 13 and 14 of Article II), including, without limitation, the exclusive means by which a shareholder may make a proposal for business to be considered at an annual meeting of shareholders, if the proposal is not made pursuant to Rule 14a-8 under the Securities Exchange Act of 1934.

A shareholder may submit a proposal for consideration at an annual meeting of shareholders only if: (i) the shareholder is a Record Shareholder or Beneficial Owner (as those terms are defined below) (x) at the time of giving of the notice as described in this Section 8, (y) as of the record date for such meeting of shareholders, and (z) as of the date of such meeting; (ii) the business is a proper matter for shareholder action; (iii) written notice of such shareholder’s intent to propose such business complying with the requirements of this Section 8 has been given, either by personal delivery, overnight courier, or United States mail, postage prepaid, to the secretary of the corporation, and has been received by the secretary of the corporation, not less than ninety (90) days, nor more than one hundred twenty (120) days, in advance of the first anniversary of the immediately preceding year’s annual meeting of shareholders (provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the shareholder to be timely must be so given and received, not later than the ninetieth (90^th) day prior to the current year’s annual meeting or, if later, the tenth (10^th) day following the day on which public disclosure of the date of the current year’s annual meeting is first given to shareholders); and (iv) updates and supplements by such shareholder as required in this Section 8 have been delivered to the secretary of the corporation in the forms and within the time frames set forth in this Section. For purposes of this Section 8, public disclosure of a meeting date shall be deemed to be first given to shareholders when disclosure of the applicable meeting date is first made in a press release reported by the Dow Jones News Services, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended.

Each such notice shall set forth the following information, together with a representation as to the accuracy of the information, as to (i) each shareholder making the proposal that holds of record shares of the corporation (a “Record Shareholder”) ,and (ii) each shareholder making the proposal that holds shares of the corporation through a bank, brokerage or other financial institution (a “Beneficial Owner”) (Record Shareholders and Beneficial Owners are hereinafter referred to as “Holders”):

(a)the name (as it appears on the corporation’s stock records, if applicable) and current address of each Record Shareholder and each Beneficial Owner that is making the proposal;

(b)a representation that each proposing shareholder is a holder of record of shares of the corporation, or holds shares of the corporation through a bank, brokerage or other financial institution, and is entitled to vote at such meeting, and that such proposing shareholder intends to (i) appear in person or by proxy at the meeting, and (ii) submit the proposal specified in the notice at the meeting in person or through a representative;

(c)a description of all types of each such Holder’s economic and voting interests in the corporation, including a description of:

(i)the class or series and number of shares of the corporation that, directly or indirectly, are owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by such Holder, together with, in the case of any shares that are not owned of record, proof of such Holder’s beneficial ownership of such shares in one of the ways permitted by Rule 14a-8(b)(2)(i) or (ii) under the Securities Exchange Act of 1934; and, in addition thereto, the number of shares (if any) of any class or series of the corporation as to which such Holder has a right, at that time or at any time in the future, to own or acquire record or beneficial ownership;

(ii)any derivative, swap or other transaction or series of transactions engaged in, directly or indirectly, by such Holder, the purpose or effect of which is to give such Holder, at that time or at any time in the future, economic risk corresponding or similar to ownership of, or voting power with respect to, any class or series of shares of the corporation, and any other security with a value derived from or related to the value of any class or series of shares of the corporation;

(iii)any proxy, agreement, arrangement, understanding or relationship pursuant to which such Holder has or shares a right to vote any shares of any class or series of the corporation;

(iv)any agreement, arrangement, understanding or relationship, including without limitation any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such Holder, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the corporation to, manage the risk of share price changes for, or increase or decrease the voting power of, such Holder with respect to the shares of any class or series of the corporation, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the corporation;

(v)any rights to dividends on the shares of any class or series of the corporation owned beneficially by such Holder that are separated or separable from the underlying shares of the corporation;

(vi)any performance-related fees (other than an asset-based fee) to which such

Holder, or any such Holder’s immediate family member or affiliate, is or would be entitled, based on any increase or decrease in the price or value of shares of any class or series of the corporation or any interest described in subsections (ii) and (iv) of this Section 8(c); and

(vii)the aggregate number of voting shares of the corporation held or beneficially owned by all Holders that are subject to or referred to in this Section 8;

(d)a description of all arrangements or understandings between each Holder and any other person(s) or entity(ies) (naming each such person or entity) pursuant to which the proposal or proposals are to be made or pursuant to which any shares of the corporation are to be voted on such proposal or proposals;

(e)any proportionate interest in shares of the corporation or any interest described in subsection (ii) of Section 8(c) that is held, directly or indirectly, by a general or limited partnership, limited liability company or other entity in, or with respect to, which any Holder: is a general or limited partner; beneficially owns, directly or indirectly, an interest in a general or any limited partner of such general or limited partnership; or is a member or manager of, or beneficially owns, directly or indirectly, an interest in a member or manager of, such limited liability company or other entity;

(f)any shares of the corporation, and any arrangements, rights or other interests described in Sections 8(c) through 8(e), held by each Holder’s immediate family members or affiliates;

(g)a representation regarding whether each Holder intends or is part of a group that intends to deliver a proxy statement and/or form of proxy to one or more other holders of the corporation’s outstanding capital stock, and/or to solicit proxies from other shareholders, in support of such proposal;

(h)any other information relating to each Holder that would be required to be disclosed by such Holder in a proxy statement or other filings required to be made in connection with solicitations by such Holder of proxies for such proposal pursuant to Section 14 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;

(i)any other information reasonably requested by the corporation; and

(j)a reasonably brief statement of the course of action proposed for the corporation, its management or its board of directors to follow, stated as clearly and specifically as possible; the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the Articles of Incorporation or Code of Regulations of the corporation, the language of the proposed amendment); the reasons for making such proposal; and any material interest in such business of each Holder (including any anticipated benefit to each Holder, or any of such Holder’s affiliates or immediate family members, therefrom);

provided, however, that no information with respect to the ordinary course business activities of a Holder need be given under paragraphs (c)(ii) through (c)(vii), (d), (e) or (f) with respect to any Record Shareholder that is a broker, dealer, commercial bank, trust company or other nominee holding shares on behalf of a Beneficial Owner submitting a proposal under this Section 8.

The foregoing information shall be provided initially as of the date of the notice and, thereafter, shall be updated and supplemented by the shareholder making the proposal (i) as of the record date for the meeting and (ii) as of each date that is ten (10) business days prior to the date of the meeting or any adjournment or postponement thereof. Each such update and supplement shall be given, either by personal delivery, overnight courier, or United States mail, postage prepaid, to the secretary of the corporation, and shall be received by the secretary of the corporation, as follows: as to the update and supplement required as of the record date for the meeting, not later than five (5) business days after such record date; and as to each update or supplement required as of ten (10) business days prior to the date of the meeting or any adjournment or postponement thereof, not later than five (5) business days prior to the date of the meeting and, if applicable and if practicable, any adjournment or postponement thereof (and if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed).

The presiding officer at the meeting may refuse to acknowledge the submission of any proposal not made in accordance with the provisions hereof and may declare at such meeting that any such proposal was not properly brought before the meeting and shall not be considered.

This Section 8 shall constitute an “advance notice provision” for annual meetings of shareholders for the purposes of Rule 14a-4(c)(1) under the Securities Exchange Act of 1934.

If any shareholder includes, or a group of shareholders include, a shareholder proposal in the call for a special meeting given pursuant to Section 2 of this Article I, the corporation shall have the right to request that such shareholder(s) provide to the corporation some or all of the information set forth in this Section 8. In such event, each such shareholder shall provide the requested information by the date specified by the corporation in such request and, if so requested by the corporation, shall provide updated information in advance of the special meeting on or before a date specified by the corporation in such request.

For the purpose of this Section 8, “immediate family members” shall include a person’s spouse, parents, stepparents, children, stepchildren, grandchildren, siblings, stepsiblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, anyone (other than domestic employees) who shares such person’s home, and shall include adoptive relationships; and “affiliates” shall include any corporation or organization of which such person is an officer, director, partner, manager or member or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities or other equity interest, any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and any other entity that controls, is controlled by, or is under common control with, the Holder or any of the Holder’s immediate family members. For the purposes hereof, “control” shall mean the right or power, alone or with others, to direct the management or policies of such other entity.

ARTICLE II

Directors

Section 1.  Number of Directors.  The number of directors of the corporation, none of whom need to be a shareholder or resident of the State of Ohio, shall be twelve. All of the directors shall comprise a single class, although the terms of individual directors may vary on an interim basis as provided at Section 3 hereof. The shareholders, acting by the affirmative vote of the holders of record of shares representing a majority of the voting power of the corporation on such proposal, or a majority of the board of directors, may, from time to time, increase or decrease the number of directors, but in no case shall the number of directors be fewer than five or more than thirteen, nor shall any decrease in the number of directors shorten the term of any director then in office.

Section 2.  Election of Directors.  Directors shall be elected at the annual meeting of shareholders, but when the annual meeting is not held or directors are not elected thereat, they may be elected at a special meeting called and held for that purpose. Such election shall be by ballot whenever requested by any shareholder entitled to vote at such election; but, unless such request is made, the election may be conducted in any manner approved at such meeting.

Article TENTH of the corporation’s Amended Articles of Incorporation, as amended, sets forth voting standards applicable in the election of directors at each meeting of shareholders to elect directors.

Section 3.  Term of Office.  Subject to the following sentences, the term of office for each director elected or re-elected at or any time after the corporation’s 2013 Annual Meeting of Shareholders shall be one year. Directors elected for multi-year terms prior to the corporation’s 2013 Annual Meeting of Shareholders shall serve for the terms for which they were previously elected. Any director elected to fill a vacancy pursuant to Section 5 of this Article shall serve for the term specified therein. Each director shall hold office until the date of the annual meeting of shareholders coinciding with the termination of the term for which he or she was elected, or until the termination of the period specified in Section 5 of this Article (if applicable), (“End-of-Term Date”) and until his or her successor shall be elected or until his or her earlier resignation, removal from office or death; provided that:

(a) a director that has not been nominated by the board of directors for re-election in an election of directors at an annual meeting of shareholders coinciding with his or her End-of-Term Date (“End-of-Term Election”) shall hold office only until such End-of-Term Date; and

(b) a director that has been nominated for re-election by the board of directors in an End-of-Term Election in which a majority vote is required for his or her re-election by the Amended Articles of Incorporation, as amended, but such director fails to achieve a majority of votes cast with respect to his or her nomination and fails to tender his or her resignation to the board of directors or an appropriate committee thereof, in accordance with applicable procedures adopted by the board of directors or a committee thereof, within 10 days after the results of the vote have been certified, shall hold office only until the earlier of

(i) the date that his or her successor shall be elected or (ii) the expiration of such 10 day period.

Section 4. Removal. All directors, or any individual director, may be removed from office, without assigning any cause, by the affirmative vote of the holders of record of shares representing a majority of the voting power of the corporation with respect to the election of directors, provided that unless all the directors are removed, no individual director shall be removed if the votes of a sufficient number of shares are cast against his or her removal which, if cumulatively voted at an election of all the directors would be sufficient to elect at least one director. In case of any such removal, a new director may be elected at the same meeting for the unexpired term of each director removed.

Section 5. Vacancies. Vacancies in the board of directors may be filled by a majority vote of the remaining directors. Any director so elected by the remaining directors to fill a vacancy shall have a term of office ending on the earlier of the next annual meeting of shareholders or the next special meeting of shareholders held to elect directors. At the expiration of such term, each such director shall then be subject to election by shareholders in accordance with this Article.

Section 6. Quorum and Transaction of Business. A majority of the whole authorized number of directors shall constitute a quorum for the transaction of business, except that a majority of the directors in office shall constitute a quorum for filling a vacancy on the board. Whenever less than a quorum is present at the time and place appointed for any meeting of the board, a majority of those present may adjourn the meeting from time to time, until a quorum shall be present. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

Section 7. Annual Meeting. Annual meetings of the board of directors shall be held immediately following annual meetings of the shareholders, or as soon thereafter as is practicable. If no annual meeting of the shareholders is held, or if directors are not elected thereat, then the annual meeting of the board of directors shall be held immediately following any special meeting of the shareholders at which directors are elected, or as soon thereafter as is practicable. If such annual meeting of directors is held immediately following a meeting of the shareholders, it shall be held at the same place at which such meeting of shareholders was held.

Section 8. Regular Meetings. Regular meetings of the board of directors shall be held at such times and places, within or without the State of Ohio, as the board of directors may, by resolution or by-law, from time to time, determine. The secretary shall give notice of each such resolution or bylaw to any director who was not present at the time the same was adopted, but no further notice of such regular meeting need be given.

Section 9. Special Meetings. Special meetings of the board of directors may be called by the chairman of the board, the lead independent director (if one is designated by the independent directors), or the president to be held at such times and places within or without the State of Ohio as the person calling such meeting shall specify. In addition, any two members of the board of directors may call special meetings of the board of directors to be held at the principal office of the corporation at such times as they may specify.

Section 10. Notice of Annual or Special Meetings. Notice of the time and place of each annual or special meeting of the board of directors shall be given to each director by the secretary or by the person or persons calling such meeting. Such notice need not specify the purpose or purposes of the meeting and may be given in any manner or method and at such time so that the director receiving it may have reasonable opportunity to attend the meeting. Such notice shall, in all events, be deemed to have been properly and duly given to a director (i) if delivered personally or by phone, or if sent by fax, e-mail or other electronic communication to the contact number or other address of such director as then shown upon the secretary’s records, at least twenty-four (24) hours prior to the meeting, or (ii) if sent by U.S. mail or overnight courier to the address of such director as shown upon the secretary’s records, at least forty-eight (48) hours prior to the meeting. The giving of notice shall be deemed to have been waived by any director who shall attend and participate in such meeting and may be waived, in a writing or by electronic communication, by any director either before or after such meeting.

Section 11. Compensation. The directors, as such, shall be entitled to receive such reasonable compensation for their services as may be fixed from time to time by resolution of the board, and expenses of attendance, if any, may be allowed for attendance of each annual, regular or special meeting of the board. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of the executive committee or of any standing or special committee may by resolution of the board be allowed such compensation for their services as the board may deem reasonable, and additional compensation may be allowed to directors for special services rendered.

Section 12. By-laws. For the government of its actions, the board of directors may adopt by-laws consistent with the Articles of Incorporation and these Regulations.

Section 13. Procedures for Shareholder Nominations. Subject to the rights of the holders of any class or series of stock of the corporation having a preference over the Common Shares as to dividends or upon liquidation to elect directors under specified circumstances, nominations for the election of directors may be made only by the board of directors or a committee of the board of directors or, subject to this Section 13 and Section 14, by any shareholder entitled to vote in the election of directors generally. A shareholder (or a legal representative of the shareholder) must be present at the meeting of shareholders in order to nominate an individual for election at a meeting of shareholders and must also comply with the appropriate section of these Regulations related to such nomination. This Section 13 sets forth certain procedures required for shareholders to nominate directors if the shareholder does not wish the nomination to be included in the corporation’s proxy statement for the annual meeting of shareholders. Section 14 sets forth certain procedures required for shareholders to nominate directors and to have the nomination included in the corporation’s proxy statement for the annual meeting of shareholders.

A shareholder may nominate one or more persons for election as directors at a meeting of shareholders only if: (i) the shareholder is a Record Shareholder or Beneficial Owner (x) at the time of giving of the notice as described in this Section 13, (y) as of the record date for such meeting of shareholders, and (z) as of the date of such meeting; (ii) if the nomination relates to a special meeting of shareholders called in

accordance with Section 2 of Article I hereof, the election of directors is a matter specified in such call and in the corporation’s notice of such meeting; (iii) written notice of such shareholder’s intent to make such nomination(s) has been given, either by personal delivery, overnight courier, or United States mail, postage prepaid, to the secretary of the corporation and has been received by the secretary of the corporation as follows: (A) with respect to an election to be held at an annual meeting of shareholders, the notice required by this Section 13 shall be received not less than ninety (90) days, nor more than one hundred twenty (120) days, in advance of the first anniversary of the immediately preceding year’s annual meeting (provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the shareholder to be timely must be so given and received not later than the ninetieth (90^th) day prior to the current year’s annual meeting or, if later, the tenth (10^th) day following the day on which public disclosure of the date of the current year’s annual meeting is first given to shareholders), or (B) with respect to a special meeting as to which the election of directors is included in the corporation’s notice of such meeting, the notice required by this Section 13 shall be received on or before the tenth (10^th) day following the date on which public disclosure of the date of such meeting is first given to shareholders; and (iv) updates and supplements by such shareholder as required in this Section 13 have been delivered to the secretary of the corporation in the forms and within the time frames set forth in this Section. For purposes of this Section 13, public disclosure of a meeting date shall be deemed to be first given to shareholders when disclosure of the applicable meeting date is first made in a press release reported by the Dow Jones News Services, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended.

Each such notice shall set forth the following information, together with a representation as to the accuracy of the information, as to each Holder who is making the nomination(s):

(a)the name (as it appears on the corporation’s stock records, if applicable) and current address of each Record Shareholder and each Beneficial Owner that is making the nomination(s);

(b) a representation that each proposing shareholder is a holder of record of shares of the corporation, or holds shares of the corporation through a bank, brokerage or other financial institution, and is entitled to vote at such meeting, and that such proposing shareholder intends to (i) appear in person or by proxy at the meeting, and (ii) submit the nomination(s) specified in the notice at the meeting in person or through a representative;

(c) the name, address and principal occupation or employment of each person to be so nominated;

(d) a description of all arrangements or understandings between the nominating shareholder and each nominee and any other person(s) or entity(ies) (naming each such person or entity) pursuant to which the nomination(s) are to be made by the shareholder or pursuant to which any shares of the corporation are to be voted on such nomination(s);

(e) such other information regarding each nominee proposed by such nominating shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, as then in effect, had the nominee been nominated, or intended to be nominated, by the board of directors;

(f) a description of all types of each such Holder’s economic and voting interests in the corporation, including a description of:

(i)the class or series and number of shares of the corporation that, directly or indirectly, are owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by such Holder, together with, in the case of any shares that are not owned of record, proof of such Holder’s beneficial ownership of such shares in one of the ways permitted by Rule 14a-8(b)(2)(i) or (ii) under the Securities Exchange Act of 1934; and, in addition thereto, the number of shares (if any) of any class or series of the corporation as to which such Holder has a right, at that time or at any time in the future, to own or acquire record or beneficial ownership;

(ii)any derivative, swap or other transaction or series of transactions engaged in, directly or indirectly, by such Holder, the purpose or effect of which is to give such Holder, at that time or at any time in the future, economic risk corresponding or similar to ownership of, or voting power with respect to, any class or series of shares of the corporation, and any other security with a value derived from or related to the value of any class or series of shares of the corporation;

(iii) any proxy, agreement, arrangement, understanding or relationship pursuant to which such Holder has or shares a right to vote any shares of any class or series of the corporation;

(iv) any agreement, arrangement, understanding or relationship, including without limitation any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such Holder, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the corporation to, manage the risk of share price changes for, or increase or decrease the voting power of, such Holder with respect to the shares of any class or series of the corporation, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the corporation;

(v) any rights to dividends on the shares of any class or series of the corporation owned beneficially by such Holder that are separated or separable from the underlying shares of the corporation;

(vi) any performance-related fees (other than an asset-based fee) to which such Holder, or any such Holder’s immediate family member or affiliate, is or would be entitled, based on any increase or decrease in the price or value of shares of any class or series of the corporation or any interest described in subsections (ii) and (iv) of this Section 13(f);

(vii) the aggregate number of voting shares of the corporation held or beneficially owned by all Holders that are subject to or referred to in this Section 13;

(viii) any proportionate interest in shares of the corporation or any interest described in subsection (ii) of this Section 13(f) that is held, directly or indirectly, by a general or limited partnership, limited liability company or other entity in, or with respect to, which any Holder: is a general or limited partner; beneficially owns, directly or indirectly, an interest in a general or any limited partner of such general or limited partnership; or is a member or manager of, or beneficially owns, directly or indirectly, an interest in a member or manager of, such limited liability company or other entity; and

(ix) any shares of the corporation, and any arrangements, rights or other interests described in Sections 13(f)(i) through 13(f)(viii) held by each Holder’s immediate family members or affiliates;

(a)a representation regarding whether each Holder intends or is part of a group that intends to deliver a proxy statement and/or form of proxy to one or more other holders of the corporation’s outstanding capital stock, and/or to solicit proxies from other shareholders, in support of such nomination(s);

(b)any other information relating to each Holder that would be required to be disclosed by such Holder in a proxy statement or other filings required to be made in connection with solicitations by such Holder of proxies for such nomination(s) pursuant to Section 14 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder; and

(c)any other information reasonably requested by the corporation;

provided, however, that no information with respect to the ordinary course business activities of a Holder need be given under paragraphs (c)(ii) through (c)(vii), (d), (e) or (f) with respect to any Record Shareholder that is a broker, dealer, commercial bank, trust company or other nominee holding shares on behalf of a Beneficial Owner submitting a proposal under this Section 13.

The foregoing information shall be provided initially as of the date of the notice and, thereafter, shall be updated and supplemented by each shareholder making the nomination(s) (i) as of the record date for the meeting and (ii) as of each date that is ten (10) business days prior to the date of the meeting or any adjournment or postponement thereof. Each such update and supplement shall be given, either by personal delivery, overnight courier, or United States mail, postage prepaid, to the secretary of the corporation, and shall be received by the secretary of the corporation, as follows: as to the update and supplement required as of the record date for the meeting, not later than five (5) business days after such record date; and as to each update or supplement required as of ten (10) business days prior to the date of the meeting or any

adjournment or postponement thereof, not later than five (5) business days prior to the date of the meeting and, if applicable and if practicable, any adjournment or postponement thereof (and if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed).

For the purpose of this Section 13, the terms “immediate family members,” “affiliates” and “control” shall be the same as set forth in Section 8 of Article I hereof.

To be effective, each notice of intent to make a nomination given hereunder must be accompanied by the written consent of each such nominee to serve as a director of the corporation if elected.

The presiding officer at the meeting may refuse to acknowledge the nomination of any person or persons not made in compliance with the provisions hereof and may declare at such meeting that any such nomination was not properly brought before the meeting and shall not be considered.

This Section 13 shall constitute an “advance notice provision” for annual meetings of shareholders for the purposes of Rule 14a-4(c)(1) under the Securities Exchange Act of 1934.

Section 14. Inclusion of Shareholder Director Nominations in the Corporation’s Proxy Materials.

(A)Subject to the terms and conditions set forth in this Section 14, the corporation shall include in its proxy statement for an annual meeting of shareholders the name, together with the Required Information (defined below), of any person nominated for election (the “Shareholder Nominee”) to the board of directors by one or more Holders that satisfy the requirements of this Section 14 (such person or group, the “Eligible Shareholder”), and that expressly elects at the time of providing the written notice required by this Section 14 (a “Proxy Access Notice”) to have its Shareholder Nominee included in the corporation’s proxy materials pursuant to this Section 14. For the purposes of this Section 14:

(1) “Voting Shares” shall mean outstanding shares of capital stock of the corporation entitled to vote generally for the election of directors;

(2) The terms affiliates” and “control” shall be the same as set forth in Section 8 of Article I hereof; and

(3) a Record Shareholder or Beneficial Owner shall be deemed to “own” only those outstanding shares of Voting Shares of the Corporation as to which the Holder (or any shareholder, fund comprising a Qualifying Fund (as defined below) or beneficial owner whose share ownership is counted for the purposes of qualifying as being an Eligible Shareholder (in Section 14(E)) and possesses both (a) the full voting and investment rights pertaining to the shares and (b) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (a) and (b) shall not include any shares (x) sold by such Holder or any of its affiliates in any transaction that has not been settled or closed, including any short sale, (y) borrowed by such Holder or

any of its affiliates for any purposes or purchased by such Holder or any of its affiliates pursuant to an agreement to resell, or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such Holder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of outstanding capital stock of the corporation, in any such case which instrument or agreement has, or is intended to have, or if exercised by either party thereto would have, the purpose or effect of (i) reducing in any manner, to any extent or at any time in the future, such Holder's or affiliates' full right to vote or direct the voting of any such shares, and/or (ii) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such Holder or affiliate, other than any such arrangements solely involving a national or multi-national multi-industry market index. A Holder shall “own” shares held in the name of a nominee or other intermediary so long as the Holder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A Holder’s ownership of shares shall be deemed to continue during any period in which the Holder has loaned such shares or delegated any voting power over such shares by means of a proxy, power of attorney or other instrument or arrangement which in either case is revocable at any time by the Shareholder; provided, however, in the event of a loan, such shares are actually recalled prior to the end of the period in question. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings.

(B)For purposes of this Section 14, the “Required Information” that the corporation will include in its proxy statement is (1) the information concerning the Shareholder Nominee and the Eligible Shareholder that the corporation determines is required to be disclosed in the corporation’s proxy statement by the regulations promulgated under the Securities Exchange Act of 1934; and (2) if the Eligible Shareholder so elects, a Statement (defined below). Nothing in these Regulations shall limit the corporation’s ability to solicit against and include in the proxy statement its own statement relating to any Shareholder Nominee.

(C)To be timely, a Shareholder’s Proxy Access Notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than 120 calendar days before the date of the company’s proxy statement released to shareholders in connection with the previous year’s annual meeting; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice must be given and received not later than the 120^th day prior to the current year’s annual meeting or, if later, the tenth (10^th) day following the day on which public disclosure of the date of the current year’s annual meeting is first given to shareholders. In no event shall any adjournment or postponement of an annual meeting, the date of which has been announced by the corporation, commence a new time period for the giving of a Proxy Access Notice.

(D)The number of Shareholder Nominees (including Shareholder Nominees that were submitted by an Eligible Shareholder for inclusion in the corporation’s proxy materials pursuant to this Section 14 but either are subsequently withdrawn or that the board of directors decides to nominate

as board of director nominees) appearing in the corporation’s proxy materials with respect to an annual meeting of shareholders shall be the greater of (x) one and (y) a number that does not exceed 20% of the number of directors in office as of the last day on which a Proxy Access Notice may be delivered in accordance with the procedures set forth in this Section 14, or if such amount is not a whole number, the closest whole number below 20% (such number that is the greater of that set forth in clause (x) or (y), the “Permitted Number”); provided, however, that the Permitted Number shall be reduced, but not below zero, by (1) the number of such director candidates for which the corporation shall have received one or more valid shareholder notices nominating director candidates pursuant to Section 13 of Article II of these Regulations, (2) the number of directors in office or director candidates that in either case will be included in the corporation’s proxy materials with respect to such annual meeting as an unopposed (by the corporation) nominee pursuant to any agreement, arrangement or other understanding with any shareholder or group of shareholders (other than any such agreement, arrangement or understanding entered into in connection with an acquisition of capital stock, by such shareholder or group of shareholders, from the corporation) and (3) the number of directors in office that will be included in the corporation’s proxy materials with respect to such annual meeting for whom access to the corporation’s proxy materials was previously provided pursuant to this Section 14, other than any such director referred to in clause (2) or this clause (3) who at the time of such annual meeting will have served as a director continuously, as a nominee of the board, for at least two annual terms; provided, further, that in the event that one or more vacancies for any reason occurs on the board of directors at any time before the date of the annual meeting and the board of directors resolves to reduce the size of the board of directors in connection therewith, the Permitted Number shall be calculated based on the number of directors in office as so reduced. In the event that the number of Shareholder Nominees submitted by Eligible Shareholders pursuant to this Section 14 exceeds the Permitted Number, each Eligible Shareholder will select one Shareholder Nominee for inclusion in the Corporation’s proxy materials until the Permitted Number is reached, going in order of the amount (largest to smallest) of common shares of the corporation each Eligible Shareholder disclosed as owned in its Proxy Access Notice submitted to the corporation. If the Permitted Number is not reached after each Eligible Shareholder has selected one Shareholder Nominee, this selection process will continue as many times as necessary, following the same order each time, until the Permitted Number is reached.

(E)An “Eligible Shareholder” is one or more Record Shareholders who owns and has owned, or is acting on behalf of one or more Beneficial Owners who own and have owned (in each case as defined above), continuously for at least three years as of both the date that the Proxy Access Notice is received by the Corporation pursuant to this Section 14, and the record date for determining shareholders eligible to vote at the annual meeting, capital stock of the Corporation representing at least 3% of the Voting Shares (the “Proxy Access Request Required Shares”), and who continue to own the Proxy Access Request Required Shares at all times between the date such Proxy Access Notice is received by the corporation and the date of the applicable annual meeting of shareholders, provided that the aggregate number of Record Shareholders, and, if and to the extent that a Record Shareholder is acting on behalf of one or more Beneficial Owners, of such Beneficial Owners, whose share ownership is counted for the purpose of satisfying the foregoing ownership requirement shall not exceed twenty.

Two or more funds that are part of the same family of funds or sponsored by the same employer (a “Qualifying Fund”) shall be treated as one Holder for the purpose of determining the aggregate number of Holders in this Section 14, provided that each fund comprising a Qualifying Fund otherwise meets the requirements set forth in this Section 14. No Holder may be a member of more than one group constituting an Eligible Shareholder under this Section 14 for purposes of any applicable annual meeting of shareholders. A Record Shareholder acting on behalf of a Beneficial Owner will be counted as a Holder only with respect to the shares owned by Beneficial Owners on whose behalf such Record Shareholder has been directed in writing to act, and, with respect to the shares covered by such directions, will be deemed to be the same shareholder as the Beneficial Owner for purposes of determining the number of shareholders whose holdings may be considered as part of an Eligible Shareholder’s holdings.

(F)No later than the final date when a nomination pursuant to this Section 14 may be delivered to the Corporation, an Eligible Shareholder (including each Record Shareholder, fund comprising a Qualifying Fund and/or Beneficial Owner whose share ownership is counted for the purposes of qualifying as an Eligible Shareholder) must provide the following information in writing to the secretary of the corporation: (1) the name and address of, and number of shares of capital stock of the Corporation owned by such person; (2) one or more written statements from the Record Shareholder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within seven calendar days prior to the date the Proxy Access Notice is delivered to or mailed to and received by the Corporation, such person owns, and has owned continuously for the preceding three years, the Proxy Access Request Required Shares, and such person’s agreement to provide, (a) within ten (10) days after the record date for the annual meeting, written statements from the Record Shareholder and intermediaries verifying such person’s continuous ownership of the Proxy Access Request Required Shares through the record date, together with any additional information reasonably requested to verify such person’s ownership of the Proxy Access Request Required Shares, and (b) immediate notice if the Eligible Shareholder ceases to own any of the Proxy Access Request Required Shares prior to the date of the applicable annual meeting of shareholders; (3) any information relating to such Eligible Shareholder (including any Record Shareholder, fund comprising a Qualifying Fund and/or Beneficial Owner whose Share ownership is counted for the purposes of qualifying as an Eligible Shareholder) and their respective affiliates or associates or others acting in concert therewith, and any information relating to such Eligible Shareholder’s Shareholder Nominee(s), in each case that would be required to be disclosed in a proxy statement and form of proxy or other filings required to be made in connection with solicitations of proxies for the election of such Shareholder Nominee(s) in a contested election pursuant to Section 14 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder; (4) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the Eligible Shareholder (including any Shareholder, fund comprising a Qualifying Fund and/or Beneficial Owner whose share ownership is counted for the purposes of qualifying as an Eligible Shareholder) and its or their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each of such Eligible Shareholder’s Shareholder Nominees, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand,

including without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the Eligible Shareholder (including any Record Shareholder, fund comprising a Qualifying Fund and/or Beneficial Owner whose share ownership is counted for the purposes of qualifying as an Eligible Shareholder), or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the Shareholder Nominee were a director or executive officer of such registrant; (5) the written consent of each Shareholder Nominee to being named in the corporation’s proxy statement and form of proxy card as a nominee and to serving as a director if elected; (6) the written agreement of the Shareholder Nominee that (a) the Shareholder Nominee agrees, if elected, to adhere to the corporation’s Corporate Governance Guidelines and Code of Conduct and any other publicly available corporation policies and guidelines applicable to directors, and (b) that the Shareholder Nominee is not and will not become a party to any compensatory, payment or other financial agreement, arrangement or understanding with any person or entity in connection with his or her nomination, service or action as a director of the corporation, or any agreement, arrangement or understanding with any person or entity as to how the Shareholder Nominee would vote or act on any issue or question as a director, in each case that has not been disclosed to the corporation on the Proxy Access Notice; (7) a representation that such Holder (a) acquired the Proxy Access Request Required Shares in the ordinary course of business and not with the intent to change or influence control of the corporation, and does not presently have such intent, (b) has not nominated and will not nominate for election to the board of directors at the annual meeting any person other than the Shareholder Nominee(s) being nominated pursuant to this Section 14, (c) has not engaged and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Securities Exchange Act of 1934 in support of the election of any individual as a director at the annual meeting of shareholders, other than its Shareholder Nominee(s) or a nominee of the board of directors; (d) will not distribute to any shareholder of the corporation any form of proxy for the annual meeting other than the form distributed by the corporation and (e) will provide facts, statements and other information in all communications with the corporation and its shareholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading and otherwise comply with all applicable laws, rules and regulations in connection with any actions taken pursuant to this Section 14; (8) in the case of a nomination by a group of shareholders that together is such an Eligible Shareholder, the designation by all group members of one group member that is authorized to act on behalf of all members of the nominating shareholder group with respect to the nomination and matters related thereto, including withdrawal of the nomination; and (9) an undertaking that such person agrees to (a) assume all liability stemming from, and indemnify and hold harmless the corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the corporation or any of its directors, officers or employees arising out of any legal or regulatory violation arising out of the Eligible Shareholder’s communications with the shareholders of the corporation or out of the information that the Eligible Shareholder provided to the corporation, and (b) file with the Securities and Exchange Commission any solicitation of the corporation’s shareholders by the Eligible Shareholder relating to the annual meeting at which the Shareholder Nominee will be nominated.

In addition, no later than the final date on which a Proxy Access Notice may be submitted under this Section 14, a Qualifying Fund whose Share ownership is counted for purposes of qualifying as an Eligible Shareholder must provide to the secretary of the corporation documentation reasonably satisfactory to the board of directors that demonstrates that the funds comprising the Qualifying Fund are either part of the same family of funds or sponsored by the same employer. In order to be considered timely, any information required by this Section 14 to be provided to the Corporation must be supplemented (by delivery to the secretary of the corporation) (1) no later than five (5) days following the record date for the applicable annual meeting, to disclose the foregoing information as of such record date, and (2) no later than five (5) days before the annual meeting to disclose the foregoing information as of the date that is ten days prior to such annual meeting. For the avoidance of doubt, the requirement to update and supplement such information shall not permit any Eligible Shareholder or other person to change or add any proposed Shareholder Nominee or to change the identity of any member of a group that together is an Eligible Shareholder.

(G)The Eligible Shareholder may provide to the secretary of the corporation, at the time the information required by this Section 14 is originally provided, a written statement for inclusion in the corporation’s proxy statement for the annual meeting, not to exceed 500 words, in support of the Eligible Shareholder’s Shareholder Nominee’s candidacy (the “Statement”). Notwithstanding anything to the contrary contained in this Section 14, the corporation may omit from its proxy materials any information or Statement that it, in good faith, believes is materially false or misleading, omits to state any material fact, or would violate any applicable law or regulation.

(H)At the request of the corporation, each Shareholder Nominee must (1) tender to the corporation an irrevocable resignation, in a form to be provided by the corporation, which resignation shall become effective upon a determination by the board of directors or any committee thereof that (x) the Proxy Access Notice pursuant to which the Shareholder Nominee’s information was included in the corporation’s proxy statement was not filed by shareholders constituting an Eligible Shareholder (or was filed by shareholders that prior to the applicable meeting ceased to be an Eligible Shareholder), or (y) that the Shareholder Nominee breached or failed to comply with the provisions of this Section 14, (2) submit to any background check (including fingerprint analysis) that may be required by any federal or state statute or regulations applicable to, or by any insurance regulatory authority having jurisdiction over, the operations of the corporation or its subsidiaries or affiliates, (3) complete, sign and submit all questionnaires required of the corporation’s directors; and (4) provide such additional information as necessary or appropriate to permit the board of directors to determine (a) if such Shareholder Nominee is independent under the listing standards of each principle U.S. exchange upon which the common shares of the corporation are listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the board of directors in determining and disclosing the independence of the corporation’s directors, (b) if such Shareholder Nominee has any direct or indirect relationship with the corporation other than those relationships that have been deemed categorically immaterial pursuant to the corporation’s Corporate Governance Guidelines, if applicable, and (c) if such Shareholder Nominee is not and has not been subject to any event specified in Item 401(f) of Regulation S-K (or successor rule) of the Securities and Exchange Commission. In the event that any information or communications provided by the Eligible Shareholder

(or any Record Shareholder, fund comprising a Qualifying Fund and/or Beneficial Owner whose share ownership is counted for the purposes of qualifying as an Eligible Shareholder) or the Shareholder Nominee to the corporation or its shareholders ceases to be true and correct in all material respects or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible Shareholder or Shareholder Nominee, as the case may be, shall promptly notify the secretary of the corporation of any defect in such previously provided information and of the information that is required to correct any such defect.

(I)Any Shareholder Nominee who is included in the Corporation’s proxy materials for a particular annual meeting of shareholders but either (1) withdraws from or becomes ineligible or unavailable for election at that annual meeting, or (2) does not receive at least 25% of the votes cast in favor of the Shareholder Nominee’s election, will be ineligible to be a Shareholder Nominee pursuant to this Section 14 for the next two annual meetings. Any Shareholder Nominee who is included in the corporation’s proxy statement for a particular annual meeting of shareholders, but subsequently is determined not to satisfy the eligibility requirements of this Section 14 or any other provision of the Corporation’s Articles of Incorporation, Code of Regulations or other applicable regulation any time before the annual meeting of shareholders, will not be eligible for election at the relevant annual meeting of shareholders and may not be substituted by the Eligible Shareholder that nominated such Shareholder Nominee. Any Eligible Shareholder (including each Record Shareholder, fund comprising a Qualifying Fund and/or Beneficial Owner whose Share ownership is counted for the purposes of qualifying as an Eligible Shareholder) whose Shareholder Nominee is elected as a director at the annual meeting of Shareholder will not be eligible to nominate or participate in the nomination of a Shareholder Nominee for the following two (2) annual meetings of shareholders other than the nomination of such previously elected Shareholder Nominee.

(J)The corporation shall not be required to include, pursuant to this Section 14, a Shareholder Nominee in its proxy materials for any meeting of shareholders, or, if the proxy statement already has been filed, to allow the nomination of a Shareholder Nominee, notwithstanding that proxies in respect of such vote may have been received by the Corporation: (1) if the Shareholder Nominee or the Eligible Shareholder (or any Shareholder, fund comprising a Qualifying Fund and/or Beneficial Owner whose share ownership is counted for the purposes of qualifying as an Eligible Shareholder) who has nominated such Shareholder Nominee has engaged in or is currently engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Securities Exchange Act of 1934 in support of the election of any individual as a director at the annual meeting other than its Shareholder Nominee(s) or a nominee of the board of directors; (2) who is not independent under the listing standards of each principle U.S. exchange upon which the common shares of the corporation are listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the board of directors in determining and disclosing independence of the corporation’s directors, in each case as determined by the board of directors, (3) whose service as a member of the board of directors would violate or cause the corporation to be in violation of these Regulations, the Articles of Incorporation, the rules and listing standards of the principle U.S. exchanges upon which the common shares of the corporation are traded, or any applicable law, rule or regulation, including those related to the regulation of insurance and insurance holding companies, (4) who is, at the

time of the Proxy Access Notice or at the time of the annual shareholders meeting an officer or director of a competitor of the corporation of one of its subsidiaries or affiliates; (5) if the Eligible Shareholder (or any Record Shareholder, fund comprising a Qualifying Fund and/or Beneficial Owner whose share ownership is counted for the purposes of qualifying as an Eligible Shareholder) or applicable Shareholder Nominee otherwise breaches or fails to comply with its obligations pursuant to this Section 14, or (6) if the Eligible Shareholder ceases to be an Eligible Shareholder for any reason, including but not limited to not owning the Proxy Access Request Required Shares through the date of the applicable annual meeting. For the purposes of this paragraph, clauses (2), (3) and (4) and, to the extent related to a breach or failure by the Shareholder Nominee, clauses (1) and (5) will result in the exclusion from the proxy materials pursuant to this Section 14 of the specific Shareholder Nominee to whom the ineligibility applies, or, if the proxy statement already has been filed, the ineligibility of the Shareholder Nominees to be nominated; however, clauses (6) and, to the extent related to a breach or failure by an Eligible Shareholder (or any Record Shareholder, fund comprising a Qualifying Fund and/or Beneficial Owner whose share ownership is intended to be counted for the purposes of qualifying as an Eligible Shareholder), clauses (1) and (5) will result in the Voting Shares owned by such Eligible Shareholder (or Record Shareholder, fund comprising a Qualifying Fund and/or Beneficial Owner whose Share ownership had intended to be counted for the purposes of qualifying as an Eligible Shareholder) being excluded from the Proxy Access Request Required Shares (and, if as a result the Proxy Access Notice shall no longer have been filed by an Eligible Shareholder the exclusion from the proxy materials pursuant to this Section 14 of all of the applicable shareholder’s Shareholder Nominees from the applicable annual meeting of shareholders or, if the proxy statement has already been filed, the ineligibility of all of such shareholder’s Shareholders Nominees).

ARTICLE III

Committees

Section 1. Executive Committee. The board of directors may from time to time, by resolution passed by a majority of the whole board, create an executive committee of three or more directors, the members of which shall be elected by the board of directors to serve during the pleasure of the board. If the board of directors does not designate a chairman of the executive committee, the executive committee shall elect a chairman from its own number. Except as otherwise provided herein and in the resolution creating an executive committee, such committee shall, during the intervals between the meetings of the board of directors, possess and may exercise all of the powers of the board of directors in the management of the business and affairs of the corporation, other than that of filling vacancies among the directors or in any committee of the directors. The executive committee shall keep full records and accounts of its proceedings and transactions. All action by the executive committee shall be reported to the board of directors at its meeting next succeeding such action and shall be subject to control, revision and alteration by the board of directors, provided that no rights of third persons shall be prejudicially affected thereby. Vacancies in the executive committee shall be filled by the directors, and the directors may appoint one or more directors as alternate members of the committee who may take the place of any absent member or members at any meeting.

Section 2. Meetings of Executive Committee. Subject to the provisions of these Regulations, the executive committee shall fix its own rules of procedure and shall meet as provided by such rules or by resolutions of the board of directors, and it shall also meet at the call of the president, the chairman of the executive committee or any two members of the committee. Unless otherwise provided by such rules or by such resolutions, the provisions of Section 10 of Article II relating to the notice required to be given of meetings of the board of directors shall also apply to meetings of the executive committee. A majority of the executive committee shall be necessary to constitute a quorum. The executive committee may act in a writing, or by telephone with written confirmation, without a meeting, but no such action of the executive committee shall be effective unless concurred in by all members of the committee.

Section 3. Other Committees. The board of directors may by resolution provide for such other standing or special committees as it deems desirable, and discontinue the same at pleasure. Each such committee shall have such powers and perform such duties, not inconsistent with law, as may be delegated to it by the board of directors. The provisions of Section 1 and Section 2 of this Article shall govern the appointment and action of such committees so far as consistent, unless otherwise provided by the board of directors. Vacancies in such committees shall be filled by the board of directors or as the board of directors may provide.

ARTICLE IV

Officers

Section 1. General Provisions. The board of directors shall elect a president, such number of vice presidents as the board may from time to time determine, a secretary and a treasurer and, in its discretion, a chairman of the board of directors. The board of directors may from time to time create such offices and appoint such other officers, subordinate officers and assistant officers as it may determine. The chairman of the board shall be, but the other officers need not be, chosen from among the members of the board of directors. Any two of such offices may be held by the same person, but (i) one person may not hold the offices of both president and vice president, and (ii) no officer shall execute, acknowledge or verify any instrument in more than one capacity.

Section 2. Term of Office. The officers of the corporation shall hold office during the pleasure of the board of directors, and, unless sooner removed by the board of directors, until the organization meeting of the board of directors following the date of their election and until their successors are chosen and qualified. The board of directors may remove any officer at any time, with or without cause. A vacancy in any office, however created, shall be filled by the board of directors.

ARTICLE V

Duties of Officers

Section 1. Chairman of the Board. The chairman of the board, if one be elected, shall preside at all meetings of the board of directors and shall have such other powers and duties as may be prescribed by the board of directors. The chairman of the board, if one be elected, or the president, shall preside at all meetings of shareholders.

Section 2. President. The president shall be the chief executive officer of the corporation and shall exercise supervision over the business of the corporation and over its several officers, subject, however, to the control of the board of directors. The president, or the chairman of the board, if one be elected, shall preside at all meetings of shareholders. If the president is a director, the president shall also preside at any meeting of the board of directors at which the chairman of the board and the lead independent director, if either or both has been elected by the Board, are not present. The president shall have authority to sign all certificates for shares and all deeds, mortgages, bonds, agreements, notes, and other instruments requiring the president’s signature; and shall have all the powers and duties prescribed by Chapter 1701 of the Revised Code of Ohio and such others as the board of directors may from time to time assign to the president.

Section 3. Vice Presidents. The vice presidents shall have such powers and duties as may from time to time be assigned to them by the board of directors or the president. At the request of the president, or in the case of his absence or disability, the vice president designated by the president (or in the absence of such designation, the vice president designated by the board) shall perform all the duties of the president and, when so acting, shall have all the powers of the president. The authority of vice presidents to sign in the name of the corporation certificates for shares and deeds, mortgages, bonds, agreements, notes and other instruments shall be coordinate with like authority of the president.

Section 4. Secretary. The secretary shall keep minutes of all the proceedings of the shareholders and board of directors and shall make proper record of the same, which shall be attested by him; shall have authority to sign all certificates for shares and all deeds, mortgages, bonds, agreements, notes, and other instruments executed by the corporation requiring his signature; shall give notice of meetings of shareholders and directors; shall produce on request at each meeting of shareholders a certified list of shareholders arranged in alphabetical order; shall keep such books as may be required by the board of directors; and shall have such other powers and duties as may from time to time be assigned to him by the board of directors or the president.

Section 5. Treasurer. The treasurer shall have such powers and duties as are customarily incident to the office and as may from time to time be assigned to him by the board of directors, the president or any vice president. The authority of the Treasurer to sign in the name of the corporation certificates for shares and deeds, mortgages, bonds, agreements, notes and other instruments shall be coordinate with like authority of the president.

Section 6. Assistant and Subordinate Officers. The board of directors may appoint such assistant

and subordinate officers as it may deem desirable. Each such officer shall hold office during the pleasure of the board of directors, and perform such duties as the board of directors or the president may prescribe.

The board of directors may, from time to time, authorize any officer to appoint and remove subordinate officers, to prescribe their authority and duties, and to fix their compensation.

Section 7. Duties of Officers May be Delegated. In the absence of any officer of the corporation, or for any other reason the board of directors may deem sufficient, the board of directors may delegate, for the time being, the powers or duties, or any of them, of such officers to any other officer or to any director.

ARTICLE VI

Indemnification and Insurance

Section 1. Indemnification. The corporation shall indemnify each director, officer and employee and each former director, officer and employee of the corporation, and each person who is serving or has served at its request as a director, officer or employee of another corporation, against expenses, judgments, decrees, fines, penalties or amounts paid in settlement in connection with the defense of any past, pending or threatened action, suit or proceeding, criminal or civil, to which he was, is or may be made a party by reason of being or having been such director, officer or employee, provided a determination is made (i) by the directors of the corporation acting at a meeting at which a quorum consisting of directors who neither were nor are parties to or threatened with any such action, suit or proceeding is present, or (ii) by the shareholders of the corporation at a meeting held for such purpose by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation on such proposal or without a meeting by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power on such proposal, that (a) such director, officer or employee was not, and has not been adjudicated to have been, negligent or guilty of misconduct in the performance of his duty to the corporation of which he is or was a director, officer or employee, (b) he acted in good faith in what he reasonably believed to be the best interest of such corporation, and (c) in any matter the subject of a criminal action, suit or proceeding, he had no reasonable cause to believe that his conduct was unlawful.

Expenses of each person indemnified hereunder incurred in defending a civil, criminal, administrative or investigative action, suit or proceeding (including all appeals) or threat thereof, may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors, whether a disinterested quorum exists or not, upon receipt of an undertaking by or on behalf of the director, officer or employee to repay such expenses unless it shall ultimately be determined that he is entitled to be indemnified by the corporation.

The foregoing rights of indemnification shall not be deemed exclusive of, or in any way to limit, any other rights to which any person indemnified may be, or may become, entitled apart from the provisions of this Article VI.

Section 2. Liability Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or designated agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or designated agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article or of Chapter 1701 of the Ohio Revised Code.

ARTICLE VII

Certificates for Shares; Uncertificated Shares

Section 1. Form and Execution. Except as provided in Section 2 hereof, certificates for shares, certifying the number of full-paid shares owned, shall be issued to each shareholder in such form as shall be approved by the board of directors. Such certificates shall be signed by the president or a vice president and by the secretary or an assistant secretary or the treasurer or an assistant treasurer; provided however, that if such certificates are countersigned by a transfer agent and/or registrar the signatures of any of said officers and the seal of the corporation upon such certificates may be facsimiles, which are engraved, stamped or printed thereon. If any officer or officers, who shall have signed, or whose facsimile signature shall have been used, printed, engraved or stamped on any certificate or certificates for shares, shall cease to be such officer or officers, because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the corporation, such certificate or certificates, if authenticated by the endorsement thereon of the signature of a transfer agent or registrar, shall nevertheless be conclusively deemed to have been adopted by the corporation by the use and delivery thereof and shall be as effective in all respects as though signed by a duly elected, qualified and authorized officer or officers, and as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be an officer or officers of the corporation.

Section 2. Uncertificated Shares. The board of directors, subject to the immediately succeeding paragraph, may provide by resolution that some or all of any or all classes and series of shares of the corporation shall be uncertificated shares, provided that the resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the corporation and the resolution shall not apply to a certificated security issued in exchange for an uncertificated security. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the registered owner of the shares a written notice containing the information required to be set forth or stated on share certificates in accordance with all applicable laws. Except as expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

Notwithstanding the foregoing provisions of this Section 2, a shareholder of record shall at all times have the right to receive one or more certificates for some or all of the shares held of record by such shareholder in accordance with Section 1 hereof by making a written request therefor to the corporation

or any transfer agent for the applicable class of shares, accompanied by such assurances as the corporation or such transfer agent may require as to the genuineness of such request; provided, however, that shareholders holding shares of the corporation under one or more of the corporation’s benefit plans for officers, directors and/or employees shall have no such right to have certificates issued unless such a right is provided for under the applicable benefit plan or otherwise ordered by the board of directors or a committee thereof.

Section 3. Registration of Transfer. Any certificate for shares of the corporation shall be transferable in person or by attorney upon the surrender thereof to the corporation or any transfer agent for the class of shares represented by the certificate surrendered of a certificate, properly endorsed for transfer or accompanied by a duly endorsed stock power, together with such assurances as the corporation or such transfer agent may require as to the genuineness and effectiveness of each necessary endorsement or executed stock power. Any uncertificated shares of the corporation shall be transferable in person or by attorney upon written request in form and substance acceptable to the corporation or any transfer agent for the applicable class of shares, accompanied by a duly endorsed stock power and/or such other assurances as the corporation or such transfer agent may require as to the genuineness and effectiveness thereof.

Section 4. Lost, Destroyed or Stolen Certificates. Subject to the provisions of Section 2 hereof, a new share certificate or certificates may be issued in place of any certificate theretofore issued by the corporation which is alleged to have been lost, destroyed or wrongfully taken upon (i) the execution and delivery to the corporation by the person claiming the certificate to have been lost, destroyed or wrongfully taken of an affidavit of that fact, specifying whether or not, at the time of such alleged loss, destruction or taking, the certificate was endorsed, and (ii) the furnishing to the corporation of indemnity and other assurances satisfactory to the corporation and to all transfer agents and registrars of the class of shares represented by the certificate against any and all losses, damages, costs, expenses or liabilities to which they or any of them may be subjected by reason of the issue and delivery of such new certificate or certificates or in respect of the original certificate.

Section 5. Registered Shareholders. A person in whose name shares are of record on the books of the corporation, whether such shares are evidenced by a certificate or are uncertificated, shall conclusively be deemed the unqualified owner and holder thereof for all purposes and to have capacity to exercise all rights of ownership. Neither the corporation nor any transfer agent of the corporation shall be bound to recognize any equitable interest in or claim to such shares on the part of any other person, whether disclosed upon any such certificate or otherwise, nor shall they be obliged to see to the execution of any trust or obligation.

ARTICLE VIII

Fiscal Year

The fiscal year of the corporation shall end on the 31st day of December in each year, or on such other date as may be fixed from time to time by the board of directors.

ARTICLE IX

Seal

The board of directors may provide a suitable seal containing the name of the corporation. If deemed advisable by the board of directors, duplicate seals may be provided and kept for the purposes of the corporation.

ARTICLE X

Amendments

These Regulations may be amended or repealed: (a) at any meeting of shareholders called for that purpose by the affirmative vote of the holders of record of shares entitling them to exercise a majority of the voting power of the corporation with respect to such proposal; or (b) by the board of directors (to the extent permitted by Ohio law).

EX-4.1

Exhibit 4.1

FORM OF CONFIRMATION LETTER - DISCRETIONARY LINE OF CREDIT

_____________

The Progressive Corporation

6300 Wilson Mills Rd.

Mayfield Village, OH 44143

United States of America

Attention: ____________

Re: $___________ Discretionary Line of Credit

Dear ____________:

I am pleased to confirm that PNC Bank, National Association (the “Bank”) has approved a $____________discretionary line of credit to The Progressive Corporation (the “Company”). Advances made under the line of credit, if any, shall be due and payable as provided in the Note (defined below) or following the occurrence of an Event of Default (as defined in the Note) in accordance with the terms of the Note, but in no event later than the Expiration Date (defined below). All advances will bear interest and be subject to the terms and conditions set forth herein and in the accompanying $____________discretionary line of credit note to be executed by the Company in favor of the Bank (the “Note”). The “Expiration Date” shall mean ____________, or such later date as may be designated by the Bank by written notice from the Bank to the Borrower. The Borrower acknowledges and agrees that in no event will the Bank be under any obligation to extend or renew the line of credit or the Note beyond the Expiration Date.

This is not a committed line of credit. The Company acknowledges and agrees that advances made under this line of credit, if any, shall be made at the sole discretion of the Bank. The Bank may decline to make advances under the line at any time and for any reason without prior notice to the Company, or the Bank may terminate the line at any time and for any reason upon written notice to the Company. This letter sets forth certain terms and conditions solely to assure that the parties understand each other’s expectations and to assist the Bank in evaluating the status, on an ongoing basis, of the line of credit.

The Bank’s willingness to consider making advances under this facility is subject to the Company’s ongoing agreement (a) to furnish the Bank with its audited annual financial statements within 90 days after the end of its fiscal year, its unaudited quarterly financial statements within 75 days after the end of each fiscal quarter and such other financial information as the Bank may reasonably request from time to time promptly after receipt of each request, (b) to notify the Bank as soon as practicable following the occurrence of any default (or event which, with the passage of time or giving of notice or both, would become a default) under any other indebtedness of the Company for borrowed money, and (c) upon the Bank’s request, to furnish copies of any covenant compliance certificates prepared in connection with any such obligations.

To compensate the Bank for its periodic review and analysis of the Company’s financial condition, the Company shall pay to the Bank a non-refundable administration fee in the amount of $5,000.

Please indicate the Company’s agreement to the terms and conditions of this letter by having the enclosed copy of this letter executed where indicated and returning it to me. Prior to the making of any advances hereunder, the Company must deliver to the Bank a duly executed original of the Note and a certified copy of resolutions and an incumbency certificate, each in form and substance satisfactory to the Bank.

I am pleased to offer support for your banking needs and look forward to working with you.

Very truly yours,

PNC BANK, NATIONAL ASSOCIATION

By:__________________________________

Printed Name: _________________________

Title: ________________________________

Agreed and accepted this ___ day of __________, ______.

THE PROGRESSIVE CORPORATION

By:__________________________________

Printed Name: _________________________

Title:________________________________

EX-4.2

Exhibit 4.2

Form Of Discretionary Line of Credit Note

$____________                                    _____________, _____

FOR VALUE RECEIVED, THE PROGRESSIVE CORPORATION (the “Borrower”), with an address at 6300 Wilson Mills Rd., Mayfield Village, OH 44143, United States of America, promises to pay to the order of PNC BANK,NATIONAL ASSOCIATION (the “Bank”), in lawful money of the United States of America in immediately available funds at its offices located at 1900 East Ninth Street, Cleveland, Ohio 44114, or at such other location as the Bank may designate from time to time, the principal sum of ____________DOLLARS ($____________) (the “Facility”) or such lesser amount as may be advanced to or for the benefit of the Borrower hereunder, together with interest accruing on the outstanding principal balance from the date hereof, as provided below.

1.    Rate of Interest. Each advance outstanding under this Note will bear interest at a rate per annum which is at all times equal to the Base Rate. Interest will be calculated based on the actual number of days that principal is outstanding over a year of 360 days. If and when the Base Rate (or any component thereof) changes, the rate of interest on this Note will change automatically without notice to the Borrower, effective on the date of any such change. In no event will the rate of interest hereunder exceed the maximum rate allowed by law.

For purposes hereof, the following terms shall have the following meanings:

“Base Rate” shall mean the highest of (A) the Prime Rate and (B) the sum of the Federal Funds Open Rate plus fifty (50) basis points (0.50%).

“Business Day” shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in Cleveland, Ohio.

“Federal Funds Open Rate” shall mean,for any day, the rate per annum (based on a year of 360 days and actual days elapsed) which is the daily federal funds open rate as quoted by ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day opposite the caption “OPEN” (or on such other substitute Bloomberg Screen that displays such rate), or as set forth on such other recognized electronic source used for the purpose of displaying such rate as selected by the Bank (an “Alternate Source”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) or on any Alternate Source, or if there shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute screen) or any Alternate Source, a comparable replacement rate determined by the Bank at such time (which determination shall be conclusive absent manifest error); provided however, that if such day is not a Business Day, the Federal Funds Open Rate for such day shall be the “open” rate on

the immediately preceding Business Day. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Federal Funds Open Rate without notice to the Borrower.

“Prime Rate” shall mean the rate publicly announced by the Bank from time to time as its prime rate. The Prime Rate is determined from time to time by the Bank as a means of pricing some loans to its borrowers. The Prime Rate is not tied to any external rate of interest or index, and does not necessarily reflect the lowest rate of interest actually charged by the Bank to any particular class or category of customers.

2.    Discretionary Advances. THIS IS NOT A COMMITTED LINE OF CREDIT AND ADVANCES UNDER THIS NOTE, IF ANY, SHALL BE MADE BY THE BANK IN ITS SOLE DISCRETION. NOTHING CONTAINED IN THIS NOTE OR ANY OTHER LOAN DOCUMENTS SHALL BE CONSTRUED TO OBLIGATE THE BANK TO MAKE ANY ADVANCES. THE BANK SHALL HAVE THE RIGHT TO REFUSE TO MAKE ANY ADVANCES AT ANY TIME WITHOUT PRIOR NOTICE TO THE BORROWER.

The Borrower may request advances, repay and request additional advances hereunder, subject to the terms and conditions of this Note and the Loan Documents (as defined herein). In no event shall the aggregate unpaid principal amount of advances under this Note exceed the face amount of this Note.

3.    Advance Procedures. A request for advance made by telephone or electronic mail shall be binding upon Borrower and must be promptly confirmed in writing by such method as the Bank may require. The Borrower authorizes the Bank to accept telephonic and electronic requests for advances, and the Bank shall be entitled to rely upon the authority of any person providing such instructions. The Borrower hereby indemnifies and holds the Bank harmless from and against any and all damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) which may arise or be created by the acceptance of such telephonic and electronic requests or by the making of such advances. The Bank will enter on its books and records, which entry when made will be presumed correct, the date and amount of each advance, the interest rate and interest period applicable thereto, as well as the date and amount of each payment made by the Borrower. Advances hereunder shall be in an aggregate amount that is an integral multiple of $1,000,000.00 and not less than $5,000,000.00.

4.    Payment Terms. The principal amount of each advance shall be due and payable on the earlier of (a) the date which is thirty (30) calendar days after the date of the advance and (b) the Expiration Date (as defined in the Loan Documents). Interest shall be due and payable monthly in arrears on the first day of each month.

If any payment under this Note shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest in connection with such payment. Payments received will be applied to charges, fees and expenses (including reasonable attorneys’ fees), accrued interest and principal in any order the Bank may choose, in its sole discretion.

5.    Late Payments; Default Rate. If the Borrower fails to make any payment of principal, interest or other amount coming due pursuant to the provisions of this Note within fifteen (15) calendar days of the date due and payable, the Borrower also shall pay to the Bank a late charge equal to the lesser of five percent (5%) of the amount of such payment or $100.00 (the “Late Charge”). Such fifteen (15) day period shall not be construed in any way to extend the due date of any such payment. Upon maturity, whether by acceleration or otherwise, and at the Bank's option upon the occurrence of any Event of Default (as hereinafter defined) and during the continuance thereof, each advance outstanding under this Note shall bear interest at a rate per annum (based on the actual number of days that principal is outstanding over a year of 360 days) which shall be three percentage points (3%) in excess of the Prime Rate but not more than the maximum rate allowed by law (the “Default Rate”). As used herein, “Prime Rate” shall mean the rate publicly announced by the Bank from time to time as its prime rate. The Prime Rate is determined

from time to time by the Bank as a means of pricing some loans to its borrowers. The Prime Rate is not tied to any external rate of interest or index, and does not necessarily reflect the lowest rate of interest actually charged by the Bank to any particular class or category of customers. If and when the Prime Rate changes, the rate of interest on this Note (if such rate is based on the Prime Rate) and the Default Rate will change automatically without notice to the Borrower, effective on the date of any such change. The Default Rate shall continue to apply whether or not judgment shall be entered on this Note. Both the Late Charge and the Default Rate are imposed as liquidated damages for the purpose of defraying the Bank’s expenses incident to the handling of delinquent payments, but are in addition to, and not in lieu of, the Bank’s exercise of any rights and remedies hereunder, under the other Loan Documents or under applicable law, and any reasonable fees and expenses of any agents or attorneys which the Bank may employ. In addition, the Default Rate reflects the increased credit risk to the Bank of carrying a loan that is in default. The Borrower agrees that the Late Charge and Default Rate are reasonable forecasts of just compensation for anticipated and actual harm incurred by the Bank, and that the actual harm incurred by the Bank cannot be estimated with certainty and without difficulty.

6.    Prepayment. The Borrower shall have the right to prepay any advance hereunder at any time and from time to time, in whole or in part without penalty; provided that each prepayment shall be in an aggregate amount that is an integral multiple of $1,000,000.00 and not less than $5,000,000.00.

7.    Increased Costs;Yield Protection. The Borrower shall pay to the Bank, on written demand therefor, together with the written evidence of the justification therefor, all direct costs incurred, losses suffered or payments made by Bank by reason of any Change in Law (hereinafter defined) imposing any reserve, deposit, allocation of capital, or similar requirement (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System) on the Bank, its holding company or any of their respective assets relative to the Facility. “Change in Law” means the occurrence, after the date of this Note, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any governmental authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any governmental authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

8.    Other Loan Documents. This Note is issued pursuant to the confirmation letter between the Bank and the Borrower dated on or before the date hereof, and the other agreements and documents executed and/or delivered in connection therewith or referred to therein, the terms of which are incorporated herein by reference (as amended, modified or renewed from time to time, collectively the “Loan Documents”), and is secured by the property (if any) described in the Loan Documents and by such other collateral as previously may have been or may in the future be granted to the Bank to secure this Note.

9.Anti-Money Laundering/International Trade Law Compliance. The Borrower represents and warrants to the Bank, as of the date of this Note, the date of each advance of proceeds under the Facility, the date of any renewal, extension or modification of the Facility, and at all times until the Facility has been terminated and all amounts thereunder have been indefeasibly paid in full, that: (a) no Covered Entity (i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person; or (iii) does business in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (b) the proceeds of the Facility will not be used to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (c) the funds used to repay the Facility are not derived from any unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited by, any laws of the United States, including but not limited to any Anti-Terrorism Laws. Borrower covenants and agrees that it shall immediately notify the Bank in writing upon the occurrence of a Reportable Compliance Event.

As used herein: “Anti-Terrorism Laws” means any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering, or bribery, all as amended, supplemented or replaced from time to time; “Compliance Authority”means each and all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (f) U.S. Justice Department, and (g) U.S. Securities and Exchange Commission; “Covered Entity” means the Borrower, its affiliates and subsidiaries, all guarantors, pledgors of collateral, all owners of the foregoing, and all brokers or other agents of the Borrower acting in any capacity in connection with the Facility; “Reportable Compliance Event” means that any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or self-discovers facts or circumstances implicating any aspect of its operations with the actual or possible violation of any Anti-Terrorism Law; “Sanctioned Country” means a country subject to a sanctions program maintained by any Compliance Authority; and “Sanctioned Person” means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority.

10.    Events of Default. The occurrence of any of the following events will be deemed to be an “Event of Default” under this Note: (i) the nonpayment of any principal, interest or other indebtedness under this Note when due; (ii) the occurrence of any event of default or any default and the lapse of any notice or cure period under any Loan Document or any other document now or in the future evidencing or securing any debt, liability or obligation of any Obligor to the Bank; (iii) the filing by or against any Obligor of any proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or similar proceeding (and, in the case of any such proceeding instituted against any Obligor, such proceeding is not dismissed or stayed within 30 days of the commencement thereof); (iv) any assignment by any Obligor for the benefit of creditors, or any levy, garnishment, attachment or similar proceeding is instituted against any property of any Obligor held by or deposited with the Bank (and, in the case of any such proceeding instituted against any Obligor, such proceeding is not dismissed or stayed within 30 days of the commencement thereof); (v) a default with respect to any other indebtedness of any Obligor for borrowed money, if the effect of such default is to cause or permit the acceleration of such debt; (vi) the commencement of any foreclosure or forfeiture proceeding, execution or attachment against any collateral securing the obligations of any Obligor to the Bank if such proceeding is not dismissed or stayed within 30 days of the commencement thereof;

(vii) the entry of one or more final judgments against any Obligor in an aggregate amount in excess of $25,000,000.00 and the failure of such Obligor to discharge the judgment within ten (10) days of the entry thereof; (ix) any material adverse change in any Obligor’s business, assets, operations, financial condition or results of operations; (x) any Obligor ceases doing business as a going concern; (xi) any representation or warranty made by any Obligor to the Bank in any Loan Document or any other documents now or in the future evidencing or securing the obligations of any Obligor to the Bank, is false, erroneous or misleading in any material respect; (xii) if this Note or any guarantee executed by any Obligor is secured (other than as set forth in Section 12 hereof), the failure of any Obligor to provide the Bank with additional collateral if in the Bank’s opinion at any time or times, the market value of any of the collateral securing this Note or any guarantee has depreciated below that required pursuant to the Loan Documents or, if no specific value is so required, then in an amount deemed material by the Bank; (xiii) the revocation or attempted revocation, in whole or in part, of any guarantee by any Obligor; or (xiv) the death, incarceration, indictment or legal incompetency of any individual Obligor or, if any Obligor is a partnership or limited liability company, the death, incarceration, indictment or legal incompetency of any individual general partner or member. As used herein, the term “Obligor” means any Borrower and any guarantor of, or any pledgor, mortgagor, or other person or entity providing collateral support for, the Borrower’s obligations to the Bank existing on the date of this Note or arising in the future.

Upon the occurrence of an Event of Default: (a) if an Event of Default specified in clause (iii) or (iv) above shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder shall be immediately due and payable without demand or notice of any kind; (b) if any other Event of Default shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder, at the Bank’s option and without demand or notice of any kind, may be accelerated and become immediately due and payable; (c) at the Bank’s option, this Note will bear interest at the Default Rate from the date of the occurrence of the Event of Default; and (d) the Bank may exercise from time to time any of the rights and remedies available under the Loan Documents or under applicable law.

11.    Right of Setoff. In addition to all liens upon and rights of setoff against the Borrower’s money, securities or other property given to the Bank by law, the Bank shall have, with respect to the Borrower’s obligations to the Bank under this Note and to the extent permitted by law, a contractual possessory security interest in and a contractual right of setoff against, and the Borrower hereby grants the Bank a security interest in, and hereby assigns, conveys, delivers, pledges and transfers to the Bank, all of the Borrower’s right, title and interest in and to, all of the Borrower’s deposits, moneys, securities and other property now or hereafter in the possession of or on deposit with, or in transit to, the Bank or any other direct or indirect subsidiary of The PNC Financial Services Group, Inc., whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to the Borrower. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of the Bank, although the Bank may enter such setoff on its books and records at a later time.

12.    Indemnity. The Borrower agrees to indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against any and all

claims, damages, losses, liabilities and expenses (including all reasonable fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided, however, that the foregoing indemnity agreement shall not apply to any claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claim.

13.    Miscellaneous.  All notices, demands, requests, consents, approvals and other communications required or permitted hereunder (“Notices”) must be in writing (except as may be agreed otherwise above with respect to borrowing requests) and will be effective upon receipt. Notices may be given in any manner to which the parties may separately agree, including electronic mail. Without limiting the foregoing, first-class mail, facsimile transmission and commercial courier service are hereby agreed to as acceptable methods for giving Notices. Regardless of the manner in which provided, Notices may be sent to a party’s address as set forth above or to such other address as any party may give to the other for such purpose in accordance with this paragraph. No delay or omission on the Bank’s part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Bank’s action or inaction impair any such right or power. The Bank’s rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Bank may have under other agreements, at law or in equity. No modification, amendment or waiver of, or consent to any departure by the Borrower from, any provision of this Note will be effective unless made in a writing signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. The Borrower agrees to pay on demand, to the extent permitted by law, all costs and expenses incurred by the Bank in the enforcement of its rights in this Note and in any security therefor, including without limitation reasonable fees and expenses of the Bank’s counsel. If any provision of this Note is found to be invalid by a court, all the other provisions of this Note will remain in full force and effect. The Borrower and all other makers and indorsers of this Note hereby forever waive presentment, protest, notice of dishonor and notice of non-payment. The Borrower also waives all defenses based on suretyship or impairment of collateral. If this Note is executed by more than one Borrower, the obligations of such persons or entities hereunder will be joint and several. This Note shall bind the Borrower and its heirs, executors, administrators, successors and assigns, and the benefits hereof shall inure to the benefit of the Bank and its successors and assigns; provided, however, that the Borrower may not assign this Note in whole or in part without the Bank’s written consent, and the Bank at any time may assign this Note in whole or in part to any other direct or indirect subsidiary of The PNC Financial Services Group, Inc., but to no other party without the Borrower’s written consent.

This Note has been delivered to and accepted by the Bank and will be deemed to be made in the State where the Bank’s office indicated above is located. THIS NOTE WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE BORROWER DETERMINED IN ACCORDANCE WITH THE

LAWS OF THE STATE WHERE THE BANK’S OFFICE INDICATED ABOVE IS LOCATED, EXCLUDING ITS CONFLICT OF LAWS RULES. The Borrower hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in the county or judicial district where the Bank’s office indicated above is located; provided that nothing contained in this Note will prevent the Bank from bringing any action, enforcing any award or judgment or exercising any rights against the Borrower individually, against any security or against any property of the Borrower within any other county, state or other foreign or domestic jurisdiction. The Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and the Borrower. The Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

14.Commercial Purpose. The Borrower represents that the indebtedness evidenced by this Note is being incurred by the Borrower solely for the purpose of acquiring or carrying on a business, professional or commercial activity, and not for personal, family or household purposes.

15.USA Patriot Act Notice. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each Borrower that opens an account. What this means: when the Borrower opens an account, the Bank will ask for the business name, business address, taxpayer identifying number and other information that will allow the Bank to identify the Borrower, such as organizational documents. For some businesses and organizations, the Bank may also need to ask for identifying information and documentation relating to certain individuals associated with the business or organization.

16.    WAIVER OF JURY TRIAL.THE BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.

The Borrower acknowledges that it has read and understood all the provisions of this Note, including the waiver of jury trial, and has been advised by counsel as necessary or appropriate.

WITNESS the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby.

WITNESS / ATTEST:                        THE PROGRESSIVE CORPORATION

(Corporation, Partnership or other Entity)

____________________________________        By:_________________________________

(SEAL)

Print Name:___________________________        Print Name:__________________________

Title:________________________________        Title:_______________________________

(Include title only if an officer of entity signing to the right)

EX-10.1

Exhibit 10.1

Restricted Stock UNIT Award Agreement

(2019 Time-Based Award)

This Agreement (“Agreement”) is made this <Grant Date> (“Grant Date”) by and between <Participant Name> (“Participant”) and The Progressive Corporation (the “Company”).

1.Definitions. Unless otherwise defined or expressly given a different meaning in this Agreement, each capitalized term in this Agreement shall have the meaning given to it in The Progressive Corporation 2015 Equity Incentive Plan (the “Plan”).

2.Award of Restricted Stock Units. The Company grants to Participant an award (the “Award”) consisting of <# of Units> restricted stock units (the “Restricted Stock Units” or “Units”), pursuant to, and subject to, the terms of the Plan.

3.Condition to Participant’s Rights under this Agreement. This Agreement shall not become effective, and Participant shall have no rights with respect to the Award or any Restricted Stock Units, unless and until Participant has fully executed this Agreement and delivered it to the Company. In the Company’s sole discretion, such execution and delivery may be accomplished through electronic means.

4.Restrictions; Vesting.

(a) Subject to the terms and conditions of the Plan and this Agreement, including the provisions of Paragraph 8 below, Participant’s rights in and to the Units shall vest, if at all, according to the following schedule (with such modifications as may be necessary or appropriate, in the Company’s sole discretion, to eliminate fractional Units from the following vesting schedule):

i.One-third of the Units shall vest on January 1, 2022;

ii.One-third of the Units shall vest on January 1, 2023; and

iii.One-third of the Units shall vest on January 1, 2024.

The Restricted Stock Units awarded under this Agreement shall vest in accordance with the schedule set forth above unless, prior to the vesting date set forth above, the Award and the applicable Units are forfeited or have become subject to accelerated vesting under the terms and conditions of the Plan or this Agreement.

(b) Notwithstanding Paragraph 4(a) above:

i. If Participant’s Qualified Retirement Eligibility Date (within the meaning of Paragraph 4(b)(vi) below) occurred prior to the Grant Date, then fifty percent (50%) of each Award Installment shall vest on the Specified Date (defined below) and the remaining fifty percent (50%) of each Award Installment shall remain unvested and subject to the terms of this Agreement;

ii. If Participant’s Qualified Retirement Eligibility Date occurs after the Grant Date but prior to the Specified Date:

A. If Participant’s employment terminates as a result of a Qualified Retirement (within the meaning of Section 4(b)(v) below) prior to the Specified Date, then on Participant’s Qualified Retirement Date (within the meaning of Section 4(b)(vii) below), fifty (50%) of each Award Installment shall vest and the remaining fifty percent (50%) of each Award Installment shall terminate automatically;

B. If Participant’s employment terminates for any reason other than a Qualified Retirement prior to the Specified Date, the provisions of Section 8 below shall apply to such termination; or

C. If Participant’s employment does not terminate prior to the Specified Date, then fifty percent (50%) of each Award Installment shall vest on the Specified Date and the remaining fifty percent (50%) of each Award Installment shall remain unvested and subject to the terms of this Agreement; and

iii. If Participant’s Qualified Retirement Eligibility Date occurs on or after the Specified Date but prior to any vesting date specified in Paragraph 4(a) above, then fifty percent (50%) of each unvested Award Installment shall vest on the Participant’s Qualified Retirement Eligibility Date and the remaining fifty percent (50%) of each unvested Award Installment shall remain unvested and subject to the terms of this Agreement.

iv. For purposes of this Paragraph 4(b), Specified Date shall mean: May 1, 2019 if the Grant Date is in March 2019; August 1, 2019 if the Grant Date is in July 2019; November 1, 2019 if the Grant Date is in October 2019; and February 1, 2020 if the Grant Date is in January 2020; and on the first day of the month that immediately follows the Grant Date if the Grant Date is at any other time; provided, however, in each case, that if no sale of Stock occurs on the New York Stock Exchange (the “NYSE”) on such date, then the next succeeding day on which the Stock is traded on the NYSE shall be the Specified Date.

v. For purposes of this Paragraph 4(b), “Qualified Retirement” shall mean any termination of Participant’s employment with the Company or its Subsidiaries or Affiliates for any reason (including death, but excluding an involuntary termination for Cause) that (a) qualifies as a “separation from service” within the meaning of Section 409A, and (b) occurs on or after the first day of the calendar month in which either of the following conditions are scheduled to be satisfied:

(A) the Participant is 55 years of age or older and has completed at least fifteen (15) years of service as an employee of the Company or one or more of its Subsidiaries or Affiliates; or

(B) the Participant is 60 years of age or older and has completed at least ten (10) years of service as an employee of the Company or one or more of its Subsidiaries or Affiliates;

provided, however, that if Participant provided any service as an employee to any entity (or one or more of its subsidiaries or affiliates) that became a Subsidiary or Affiliate of the Company as a result of the Company’s acquisition, directly or indirectly, of the assets of such entity (and/or one or more of its subsidiaries or affiliates) or all or a controlling interest in such entity’s capital stock or other equity interests (such entity being the “Acquired Entity”), then Participant’s service as an employee of the Acquired Entity (or one or more subsidiaries or affiliates of the Acquired Entity) prior to the date of such acquisition by the Company shall not be treated as “service as an employee of the Company or one or more of its Subsidiaries or Affiliates” for purposes of this Paragraph 4(b)(v).

vi. For purposes of this Paragraph 4(b), “Qualified Retirement Eligibility Date” shall mean the first day of the earliest calendar month in which the Participant is scheduled to satisfy either of the age and years-of-service requirements for a Qualified Retirement as defined in Paragraph 4(b)(v) of this Agreement.

vii. For purposes of this Paragraph 4(b), “Qualified Retirement Date” means the date as of which Participant’s employment with the Company or its Subsidiaries or Affiliates terminates pursuant to a Qualified Retirement as defined in Paragraph 4(b)(v) of this Agreement.

5.Dividend Equivalents. Subject to this Paragraph 5, with respect to dividends for which a record date occurs during the Restriction Period applicable to any Units, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, in the number of Dividend Equivalent Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 5 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, as the Restricted Stock Units to which they relate; provided, however, that if the Restriction Period for any Restricted Stock Unit ends after the record date for, but before the payment date of, a dividend, then any Dividend Equivalents related to such dividend and to Units for which the Restriction Period is ending will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

6.Units Non-Transferable. No Restricted Stock Units (and no Dividend Equivalents) shall be transferable by Participant other than by will or by the laws of descent and distribution. In the event all or any portion of the Award is transferred or assigned pursuant to a court order, such transfer or assignment shall be without liability to the Company, and the Company shall have the right to offset against the Award any expenses (including attorneys’ fees) incurred by the Company, or any of its Subsidiaries or Affiliates, in connection with such attempted transfer or assignment.

7.Executive Deferred Compensation Plan. If Participant is eligible, and has made the appropriate election, to defer the Award into The Progressive Corporation Executive Deferred Compensation Plan (the “Deferral Plan”), and the Award is eligible for deferral under the Deferral Plan, then at the time of vesting, the Restricted Stock Units that would otherwise vest under this Agreement (but not any Dividend Equivalents, which shall be delivered to Participant in accordance with Paragraph 9), instead of being delivered to Participant shall be credited to Participant’s account under the Deferral Plan, subject to and in accordance with the terms and conditions of the Deferral Plan and any related deferral agreement.

8.Termination of Employment. Except as otherwise provided in the Plan, including Section 11 (Change in Control Provisions) and Section 14(d) thereof, or in this Paragraph 8, or as otherwise determined by the Committee, if Participant’s employment with the Company or any Subsidiary or Affiliate terminates for any reason, the Award and all Restricted Stock Units (and any related Dividend Equivalents) held by Participant that are unvested or subject to restriction at the time of such termination shall be forfeited automatically immediately after such termination. Notwithstanding the foregoing, in the event that Participant’s employment terminates as a result of Participant’s death prior to the Participant’s Qualified Retirement Eligibility Date, then the Restricted Stock Units (and any related Dividend Equivalents) will vest to the extent that the Award would have vested if Participant had remained employed for one year following the date of death, and the balance of the Award, if any, shall be forfeited. The Company will process any vesting pursuant to the terms of the immediately preceding sentence within 30 days following its receipt of notice of Participant’s death. If the provisions of Paragraph 4(b)(i) of this Agreement are applicable to Participant and this Award and Participant’s employment terminates prior to the Specified Date as a result of Participant’s Qualified Retirement, then the provisions of this Paragraph 8 shall not apply to Units (and any related Dividend Equivalents) that are scheduled to vest on the Specified Date; however, all other Units (and related Dividend Equivalents) will be forfeited automatically, as of Participant’s Qualified Retirement Date, in accordance with this Paragraph 8.

9.Delivery at Vesting. Subject to the provisions of the Plan and this Agreement, upon vesting of all or part of the Award, the Company shall deliver to Participant one share of Stock in exchange for each such vested Restricted Stock Unit and for each Dividend Equivalent Unit related thereto and cash in the amount of any other related Dividend Equivalents, and the applicable Restricted Stock Units (and any related Dividend Equivalents) shall be cancelled. Unless determined otherwise by the Company at any time prior to the applicable delivery, each fractional Restricted Stock Unit (and related Dividend Equivalent Unit) shall vest and be settled in an equal fraction of a share of Stock. Notwithstanding the foregoing, as to any Participant who is a “specified employee” as defined in Section 409A of the Code, any delivery of Common Shares will be delayed for six (6) months plus one (1) day after the vesting date if, and to the extent, that such delay is required by Section 409A.

10.Disqualifying Activity. Notwithstanding any other provision of this Agreement, if the Committee determines that Participant is engaging in, or has engaged in, a Disqualifying Activity, the provisions of Section 10(b) of the Plan will apply.

11.Taxes. No later than the date as of which an amount relating to any Award Installment first becomes taxable, Participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any Taxes and other items of any kind required by law to be withheld with respect to such amount. The obligations of the Company under the Plan and this Agreement shall be conditioned on such payment or arrangements and the Company and its Subsidiaries and Affiliates, to the extent permitted by law, shall have the right to deduct any such Taxes from any payment of any kind otherwise due to Participant. At vesting of any Award Installment, Restricted Stock Units

and any related Dividend Equivalent Units vesting on such vesting date will be valued at the Fair Market Value of the Company’s Stock on such date.

Unless otherwise determined by the Committee, Participant must satisfy the minimum statutory tax withholding obligations resulting from the vesting of Restricted Stock Units and related Dividend Equivalents (“Minimum Withholding Obligations”) either (a) by surrendering to the Company Restricted Stock Units that are then vesting (or shares of Stock issuable upon vesting) with a value sufficient to satisfy the Minimum Withholding Obligations, or (b) by paying to the Company the appropriate amount in cash or, if acceptable to the Company, by check or other instrument. Unless Participant advises the Company of his or her election to use an alternative payment method, Participant shall be deemed to have elected to surrender to the Company Restricted Stock Units that are then vesting (or shares of Stock issuable upon vesting) with a value sufficient to satisfy the Minimum Withholding Obligations.

Under no circumstances will Participant be entitled to satisfy any Minimum Withholding Obligations by surrendering Restricted Stock Units that are not then vesting or any Restricted Stock Units that Participant has elected to defer under Paragraph 7 above. Any request by Participant to satisfy Minimum Withholding Obligations by surrendering shares of Stock owned by Participant prior to the date of such satisfaction must be specifically approved in advance by the Committee. All payments and surrenders of Units or shares of Stock and any requests for approval of alternative payment arrangements must be made by Participant in accordance with such procedures as may be adopted by the Company in connection therewith, and subject to such rules as have been or may be adopted by the Committee.

12.Non-Solicitation. In consideration of the Award made to Participant under this Agreement, starting on the Grant Date and ending on the date that is exactly twelve (12) months after Participant's “Separation Date” (defined below), Participant shall not directly or indirectly recruit or solicit for hire, or hire, or assist in any manner in the recruitment, solicitation for hire or hiring, of any employee or officer of the Company or any of its Subsidiaries or Affiliates in each case involving employment by any individual, business or entity other than the Company or one of its Subsidiaries or Affiliates, or in any way induce any such employee or officer to terminate his or her employment with the Company or any of its Subsidiaries or Affiliates. For purposes of this Paragraph, "Separation Date" means the date on which Participant's employment with the Company or one of its Subsidiaries or Affiliates terminates for any reason. A violation of this Paragraph 12 by Participant shall constitute a “material violation” of an “agreement between the Participant and the Company” within the meaning of clause (iii) of the definition of Disqualifying Activity. The provisions of this Paragraph 12 shall be in addition to, and shall not supersede or replace, the provisions of any employment or other agreement between Participant and the Company or any of its Subsidiaries or Affiliates that contains similar or additional restrictions on Participant.

13.Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to this Award, and, except as provided in Paragraph 12, supersedes and cancels any other agreement, representation or communication, whether oral or in writing, between the parties relating to the Award, provided that the Agreement shall be at all times subject to the Plan.

14.Amendment. The Committee may amend the terms of this Award to the fullest extent permitted by Section 12 of the Plan.

15. Acknowledgments. Participant: (i) acknowledges receiving a copy of the Plan Description relating to the Plan, and represents that he or she is familiar with all of the material provisions of the Plan, as set forth in such Plan Description; (ii) accepts this Agreement and the Award subject to all

provisions of the Plan and this Agreement; and (iii) agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee relating to the Plan, this Agreement or the Award.

Participant evidences his or her agreement with the terms and conditions of this Agreement, and his or her intention to be bound by this Agreement, by electronically accepting the Award pursuant to the procedures adopted by the Company. Upon such acceptance by Participant, this Agreement will be immediately binding and enforceable against Participant and the Company.

THE PROGRESSIVE CORPORATION

By: /s/Daniel P. Mascaro

Vice President & Secretary

EX-10.3

Exhibit 10.3

Restricted Stock UNIT Award Agreement

(2019 Performance-Based Award - Performance versus Market)

This Agreement (“Agreement”) is made this <Grant Date> (“Grant Date”) by and between <Participant Name> (“Participant”) and The Progressive Corporation (the “Company”).

1.Definitions. Unless otherwise defined or expressly given a different meaning in this Agreement, each capitalized term in this Agreement shall have the meaning given to it in The Progressive Corporation 2015 Equity Incentive Plan (the “Plan”). Financial and operational terms used in this Agreement (e.g., references to business lines, units or segments) are used consistently with the use of those terms in the Company’s Form 10-K (including exhibits and other documents incorporated therein) for the fiscal year ended December 31, 2018 (the “Form 10-K”). It is understood that references herein to any performance results of the Company mean the applicable operating results of the Company and its Subsidiaries and Affiliates.

2.Award of Restricted Stock Units. The Company grants to Participant an award (the “Award”) of performance-based restricted stock units (“Restricted Stock Units” or “Units”), pursuant to, and subject to, the terms of the Plan. The Award is based on a target award value of <# of Units> Units (the “Target Award Units”). The number of Restricted Stock Units that are ultimately earned pursuant to the Award (if any) will be determined based on the Target Award Units and the procedures and calculations set forth in this Agreement. Under the calculations set forth below, the maximum potential Award is a number of Units equal to two and one-half (2.5) times the sum of Target Award Units plus any related Dividend Equivalent Units (the “Maximum Award Units”). The Award is not intended to qualify as “performance-based compensation” under Section 162(m)(4)(C) of the Code.

3.Condition to Participant’s Rights under this Agreement. This Agreement shall not become effective, and Participant shall have no rights with respect to the Award or any Restricted Stock Units, unless and until Participant has fully executed this Agreement and delivered it to the Company. In the Company’s sole discretion, such execution and delivery may be accomplished through electronic means.

4.Restrictions; Vesting. Subject to the terms and conditions of the Plan and this Agreement, including the provisions of Paragraph 9 below, Participant’s rights in and to Restricted Stock Units shall vest, if at all, as follows:

a.Growth Evaluation Period. The “Growth Evaluation Period” shall be the three-year period comprised of the years 2019, 2020 and 2021.

b.Certification. The Award shall vest (if at all) only if, to the extent, and when the Committee certifies:

i. the extent to which the Company’s performance results have satisfied the performance criteria set forth in both Subparagraphs c. and d. below; and

ii. the Performance Factor (defined below) to be multiplied by the Target Award Units (and any related Dividend Equivalent Units) to determine the number of Restricted Stock Units (if any) that have vested as a result of such performance.

Such certification shall occur as soon as practicable after the end of the Growth Evaluation Period (the date of such certification, the “Certification Date”), but in any event must occur (if at all) on

or before January 31, 2024 (the “Expiration Date”). If the Committee certifies the vesting of a number of Units that is less than the Maximum Award Units, then with respect to all other Units that could have been earned under this Agreement, the Award will terminate and be forfeited automatically.

c.Profitability Requirement. The Award shall not vest unless the Company has achieved a combined ratio of 96 or less, calculated by reference to the Company’s financial results, prepared in accordance with generally accepted accounting principles applicable in the United States (“GAAP”), for the twelve (12) fiscal month period immediately preceding the date of the certification described in Subparagraph b. above (the “Profitability Requirement”). This section is qualified by the provisions of subparagraph e. below. If the Profitability Requirement has not been satisfied with respect to the Award prior to the Expiration Date, none of the Award shall vest, and the Award shall be forfeited in its entirety.

d.Number of Units Vesting. Provided that the Profitability Requirement has been satisfied, the number of Restricted Stock Units (if any) that vest in connection with the Award will be determined as follows:

i.Performance scores reflecting the Company’s compounded annual rate of growth in Earned Premiums (defined below) for the Growth Evaluation Period (“Company Growth Rate”) for each of the Company’s (x) Private Passenger Auto, (y) Commercial Auto and (z) Homeowners Multiple Peril businesses (each a “Business Line” and, collectively, the “Business Lines”) will be compared to the compounded annual rate of growth for the Growth Evaluation Period (the “Market Growth Rate”) of the market for the applicable Business Line, in each case determined as provided below.

The performance score for each of Private Passenger Auto, Commercial Auto and Homeowners Multiple Peril will be determined by the following calculation:

Performance vs. Market	Determination of the Performance Score for the Business Line
If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by the Maximum Measure for that Business Line or more	2.50 (i.e., the Maximum Performance Score)
If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by more than the Target Measure for that Business Line but less than the Maximum Measure for that Business Line	For Private Passenger Auto and Commercial Auto: 1 + (Company Growth Rate - Market Growth Rate - 2.00) Example: Private Passenger Auto Company Growth Rate = 2.50%; Private Passenger Auto Market Growth Rate = 0.10%; Performance Score = 1 + (2.50 - 0.10 - 2.00) = 1.40
	For Homeowners Multiple Peril: 1 + ((Company Growth Rate - Market Growth Rate - 7.00)/ 2) Example:

	Homeowners Multiple Peril Company Growth Rate = 9.00%; Homeowners Multiple Peril Market Growth Rate = 1.50% Performance score = 1+((9.00-1.50-7.00)/2.00) = 1.25
If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by exactly the Target Measure for that Business Line	1.00 (i.e., Target Performance Score)
If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by less than the Target Measure for that Business Line	(Company Growth Rate - Market Growth Rate) / Target Measure for that Business Line Example: Homeowners Multiple Peril Company Growth Rate = 13%; Homeowners Multiple Peril Market Growth Rate = 10%; Performance Score = ((13-10)/7.00) = 0.43
If the Company Growth Rate for the Business Line is equal to or less than the Market Growth Rate for that Business Line	Zero

ii.The Target Measure and Maximum Measure for each Business Line is as follows:

Business Line	Target Measure	Maximum Measure
Private Passenger Auto	2 percentage points	3.5 percentage points
Commercial Auto	2 percentage points	3.5 percentage points
Homeowners Multiple Peril	7 percentage points	10 percentage points

iii. The resulting performance score for each of the Business Lines will then be multiplied by a weighting factor, which shall be a fraction or decimal equivalent, determined by dividing the Earned Premiums generated by such Business Line during the Growth Period by the Earned Premiums generated by all of the Business Lines in the aggregate during the Growth Period to produce a weighted performance score. Subject to subparagraph (f), the sum of these weighted performance scores will be the performance factor (the “Performance Factor”). The number of Restricted Stock Units vesting will be determined by multiplying the Target Award Units by the Performance Factor. In no event will the Performance Factor be more than 2.50. If the Performance Factor is zero, none of the Award shall vest, and the Award shall be forfeited in its entirety.

iv.For purposes of these determinations:

A.Subject to the provisions of Subparagraphs B., C. and D. below:

1.“Earned Premiums” shall mean Direct Premiums Earned, as that term is used in the A.M. Best annual report currently known as the “A2 Report”;

2.The Company Growth Rate for each Business Line will be the compounded annual rate of growth in Earned Premiums for such Business Line during the Growth Evaluation Period, determined by comparing (a) the annual aggregate Earned Premiums of the Company for such Business Line for 2021, as reported by A.M. Best in its annual report currently known as the “A2 Report,” with (b) such Earned Premiums of the Company for such Business Line for 2018 as reported in A.M. Best’s A2 Report; and

3.The Market Growth Rate for Private Passenger Auto, Commercial Auto or Homeowners Multiple Peril, as applicable, will be the compounded annual rate of growth in Earned Premiums during the Growth Evaluation Period, determined by comparing (a) the aggregate Earned Premiums of the U.S. Private Passenger Auto market, the Commercial Auto market or the Homeowners Multiple Peril market, as applicable, for 2021, as reported in A.M. Best’s A2 Report, with (b) such Earned Premiums for 2018 as reported in A.M. Best’s A2 Report, but excluding (in each case) the applicable Earned Premiums of the Company for the applicable Business Line;

B.If either 2018 or 2021 is a 53-week year under the Company’s fiscal calendar, then in determining the Company Growth Rate as set forth in Subparagraph A. above, the aggregate Earned Premiums for such year ( for any product other than a product in Homeowner’ Multiple Peril that is written by a direct or indirect subsidiary of ARX Holding Corp. (“ARX”)) will be reduced by an amount equal to twenty percent (20%) of the Earned Premiums of the Company for such product(s) in fiscal December 2018 or 2021, as applicable, in its Private Passenger Auto, Commercial Auto and/or Homeowners Multiple Peril, as applicable. If 2021 is a 53-week year under ARX’s fiscal calendar, then in determining the Company Growth Rate as set forth in Subparagraph A. above, the aggregate Earned Premiums for such year with respect to any product written by a subsidiary of ARX will be reduced by an amount equal to twenty percent (20%) of the Earned Premiums of the Company for such product(s) in fiscal December 2021 in its Private Passenger Auto, Commercial Auto and/or Homeowners Multiple Peril, as applicable.

C.In making the calculations required under this Agreement, (x) Company Growth Rate for each Business Line, Market Growth Rate and the performance score for each Business Line shall each be rounded to the nearest thousandth of a whole percentage point, (y) the Performance Factor will be rounded to the nearest one-hundredth, and (z) if applicable, the number of Restricted Stock Units vesting shall be rounded to the nearest thousandth of a whole Unit (or, in each case, as otherwise reasonably determined by the Company); and

D.In the event that A.M. Best ceases to publish the A2 Report, or modifies the A2 Report in such a way as to render the comparisons required by this Agreement to be not meaningful, in the Committee’s sole judgment, the determinations required above shall be made using such comparable Company and industrywide data as may be then available from A.M. Best in any successor or replacement report or publication, or such comparable data as may be available from another nationally recognized provider of insurance industry data, in each case as the Committee may approve in its sole discretion.

e.Exclusions.  For purposes of determining whether the Profitability Requirement is satisfied, to the extent permitted under Section 162(m), as the same was in effect during November 2017, the following items will be excluded from, to the extent that any such item would otherwise be included in, the calculation of the Company’s combined ratio: (1) the financial results (if such results can be separately determined) attributable to the operations of an entity, business, product line or product that (x) is acquired or disposed of by the Company, or any of its Subsidiaries or Affiliates, during the Performance Period and (y) is not a part of the Company’s Earned Premiums for any business line for which premiums are reflected in Private Passenger Auto, Commercial Auto or Homeowners Multiple Peril in the A.M. Best A2 Report; and (2) all other items of gain, loss or expense determined to be extraordinary or unusual in nature under GAAP that are recognized or incurred during the period over which the Profitability Requirement is being calculated.

f.Committee Discretion. Notwithstanding anything to the contrary contained in this Agreement, at or prior to the time of vesting, the Committee, in its sole discretion, may reduce the number of Restricted Stock Units that otherwise would vest according to this Agreement, or eliminate the Award in full. The Committee, in its sole discretion, may treat Participant differently than other individuals for these purposes. Any such determination by the Committee shall be final and binding on Participant. Under no circumstances shall the Committee have discretion to increase the award to Participant in excess of the number of Units that would have been awarded at vesting based on this Paragraph 4 (excluding adjustments required by Section 3(c) and/or Section 11 of the Plan).

The Award shall vest in accordance with and subject to the foregoing except to the extent that, prior to the Certification Date, the Award has terminated or been forfeited under the terms and conditions of the Plan or this Agreement.

5.Expiration of Award. Notwithstanding anything to the contrary in this Agreement, if Participant’s rights in and to the Award have not vested in accordance with Paragraph 4 of this Agreement on or before the Expiration Date, this Award shall expire at 11:59 p.m. on the Expiration Date. Upon such expiration, the Award shall terminate automatically, and Participant shall have no further rights with respect to the Award.

6.Dividend Equivalents. Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the

nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

7.Units Non-Transferable. No Restricted Stock Units (and no Dividend Equivalents) shall be transferable by Participant other than by will or by the laws of descent and distribution. In the event all or any portion of the Award is transferred or assigned pursuant to a court order, such transfer or assignment shall be without liability to the Company, and the Company shall have the right to offset against the Award any expenses (including attorneys’ fees) incurred by the Company, or any of its Subsidiaries or Affiliates, in connection with such attempted transfer or assignment.

8.Executive Deferred Compensation Plan. If Participant is eligible, and has made the appropriate election, to defer the Award into The Progressive Corporation Executive Deferred Compensation Plan (the “Deferral Plan”), and the Award is eligible for deferral under the Deferral Plan, then at the time of vesting, the Restricted Stock Units that would otherwise vest under this Agreement (but not any Dividend Equivalents, which shall be delivered to Participant in accordance with Paragraph 11), instead of being delivered to Participant shall be credited to Participant’s account under the Deferral Plan, subject to and in accordance with the terms and conditions of the Deferral Plan and any related deferral agreement.

9.Termination of Employment. Except as otherwise provided in the Plan, including Section 11 (Change in Control Provisions) and Section 14(d) thereof, or in this Paragraph 9, or as otherwise determined by the Committee, if Participant’s employment with the Company or any Subsidiary or Affiliate terminates for any reason, the Award and all Restricted Stock Units (and any related Dividend Equivalents) held by Participant that are unvested or subject to restriction at the time of such termination shall be forfeited automatically immediately after such termination. Notwithstanding the foregoing:

a.In the event that Participant’s employment terminates as a result of Participant’s death prior to Participant’s Qualified Retirement Eligibility Date, then this Agreement will remain effective for up to one year after the date of Participant’s death and the Restricted Stock Units (and Dividend Equivalents) will vest if, when and to the extent, that the performance measures identified in Paragraph 4 above are achieved and certified by the Committee pursuant to Paragraph 4 prior to the earlier to occur of (x) the expiration of such one (1) year period and (y) the Expiration Date. The balance of the Award, if any, shall be forfeited;

b.In the event that any such termination of employment occurs, for any reason other than for Cause, after the end of the Growth Evaluation Period but prior to the “first opportunity to certify results” (defined below), the Award shall not be forfeited at the time of Participant’s termination, and:

i.if the termination is a result of Participant’s death before his or her Qualified Retirement Eligibility Date, the provisions of Paragraph 9(a) of this Agreement will continue to apply to the Award;

ii.if the termination occurs prior to the Participant’s Qualified Retirement Eligibility Date for any reason other than Participant’s death, Participant shall be eligible to participate in the vesting of Restricted Stock Units (and any related Dividend Equivalents) under this Agreement only to the extent certified by the Committee at the time of such first opportunity to certify results, but if certification does not occur upon such first opportunity to certify results, the Award shall be forfeited automatically; and

iii.if the termination occurs on or after the Participant’s Qualified Retirement Eligibility Date, then Participant shall be eligible to participate in the vesting of Restricted Stock Units under this Agreement only to the extent certified by the Committee at the time of such first opportunity to certify results, but if certification does not occur upon such first opportunity to certify results, then the Award will be governed by Paragraph 9(c) of this Agreement as if Participant had terminated employment as a result of a Qualified Retirement on the date of the first opportunity to certify results.

c.In the event that any such termination of employment occurs as a result of Participant’s Qualified Retirement, the Award (A) shall remain in effect with respect to fifty percent (50%) of the Award, which shall vest after the Committee’s certification of the achievement of the performance measures identified in Paragraph 4 (unless such performance measures are not achieved prior to the Expiration Date, in which event the Award will terminate, and the Award will be forfeited, as of such Expiration Date), and (B) shall terminate, effective as of the date of and immediately after the Qualified Retirement, with respect to the remaining fifty percent (50%) of the Award; provided that, with respect to any member of the Company’s Senior Management Group, and any other Participant specified in writing by the Compensation Committee (if the Participant is, at the time of such specification, an executive officer of the Company) or by the Company’s Chief Executive Officer and Chief Human Resource Officer (for all other Participants), if such individual (i) becomes eligible, after such individual’s Qualified Retirement Eligibility Date, to receive benefits under the Company’s long-term disability benefits plan provided to its employees, or (ii) has given the Company’s Chief Executive Officer (or Chairperson of the Board, if such individual is the Chief Executive Officer) written notice of his or her intended retirement date at least twelve months but not more than eighteen months prior to such date and if such individual in fact terminates on such intended retirement date (or such earlier or later date as the Company’s Chief Executive Officer and such individual (or the Company’s Chairperson of the Board and such individual, if such individual is the Company’s Chief Executive Officer) may agree in writing and with such conditions as the Company may deem appropriate and state in such writing), then upon any Qualified Retirement of such individual consistent with such document(s), no portion of the Award will terminate on such termination date, but the Award will remain in effect in full and shall vest after the Committee certifies that, and to the extent that, the performance measures identified in paragraph 4 have been achieved (unless such performance measures are not achieved prior to the Expiration Date, in which event the Award will terminate and be forfeited, as of the Expiration Date).

d.For purposes of this Paragraph 9:

i. the phrase “first opportunity to certify results” means the date which is the earlier to occur of: (i) the last day of the calendar month immediately following the month in which A.M. Best publishes the A2 Report (or, if applicable, the

ii. calendar month immediately following the month in which the successor or replacement report or data described in Subparagraph 4.d.iii.D. above is published) for the third year of the Growth Evaluation Period, or (ii) a meeting of the Compensation Committee is held at which such report or data is reviewed (whether or not a certification occurs) or a written action is executed by the Committee in lieu of such a meeting;

iii. the term “Senior Management Group” means those individuals holding the following titles or positions at the time that written notice of retirement is given by such individual in accordance with Section 9(c) of this Agreement: Chief Executive Officer, and executive officers who are members of the Chief Executive Officer’s Direct Reporting Group;

iv. the term “Qualified Retirement” means any termination of a Participant’s employment with the Company or its Subsidiaries or Affiliates for any reason (including death, but excluding an involuntary termination for Cause) that (x) qualifies as a “separation from service” within the meaning of Section 409A, and (y) occurs on or after the first day of the calendar month in which either of the following conditions are scheduled to be satisfied:

(A) the Participant is 55 years of age or older and has completed at least fifteen (15) years of service as an employee of the Company or one or more of its Subsidiaries or Affiliates; or

(B) the Participant is 60 years of age or older and has completed at least ten (10) years of service as an employee of the Company or one or more of its Subsidiaries or Affiliates;

provided, however, that if Participant provided any service as an employee to any entity (or one or more of its subsidiaries or affiliates) that became a Subsidiary or Affiliate of the Company as a result of the Company’s acquisition, directly or indirectly, of the assets of such entity (and/or of one or more of its subsidiaries or affiliates) or all or a controlling interest in such entity’s capital stock or other equity interests (such entity being the “Acquired Entity”), then Participant’s service as an employee of the Acquired Entity (or one or more subsidiaries or affiliates of the Acquired Entity) prior to the date of such acquisition by the Company shall not be treated as “service as an employee of the Company or one or more of its Subsidiaries or Affiliates” for purposes of this Paragraph 9(d)(iii); and

v. the term “Qualified Retirement Eligibility Date” means the first day of the earliest calendar month in which the Participant is scheduled to satisfy either of the age and years-of-service requirements for a Qualified Retirement as defined in Paragraph 9(d)(iii) of this Agreement.

10.Disqualifying Activity. Notwithstanding any other provision of this Agreement, if the Committee determines that Participant is engaging in, or has engaged in, a Disqualifying Activity, the provisions of Section 10(b) of the Plan will apply.

11.Delivery at Vesting. Subject to the provisions of the Plan and this Agreement, upon vesting of all or part of the Award, the Company shall deliver to Participant one share of Stock in exchange for each such vested Restricted Stock Unit and for each Dividend Equivalent Unit related

thereto and cash in the amount of any other related Dividend Equivalents, and all Restricted Stock Units and Dividend Equivalents shall be cancelled. Unless determined otherwise by the Company at any time prior to the applicable delivery, each fractional Restricted Stock Unit (and related Dividend Equivalent Unit) shall vest and be settled in an equal fraction of a share of Stock. The delivery of such shares of Stock shall be on or as soon as practicable following the Certification Date, but in no event later than March 15 of the calendar year following the year in which the Certification Date occurred.

12.Taxes. No later than the date as of which an amount relating to the Award first becomes taxable, Participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any Taxes and other items of any kind required by law to be withheld with respect to such amount. The obligations of the Company under the Plan and this Agreement shall be conditioned on such payment or arrangements and the Company and its Subsidiaries and Affiliates, to the extent permitted by law, shall have the right to deduct any such Taxes from any payment of any kind otherwise due to Participant. At vesting, Restricted Stock Units and related Dividend Equivalent Units vesting on such date will be valued at the Fair Market Value of the Company’s Stock on such date.

Unless otherwise determined by the Committee, Participant must satisfy the minimum statutory tax withholding obligations resulting from the vesting of Restricted Stock Units and related Dividend Equivalents (“Minimum Withholding Obligations”) by surrendering to the Company Restricted Stock Units and/or Dividend Equivalents that are then vesting (or shares of Stock issuable as a result of the vesting) with a value sufficient to satisfy the Minimum Withholding Obligations.

Under no circumstances will Participant be entitled to satisfy any Minimum Withholding Obligations by surrendering Restricted Stock Units that are not then vesting or any Restricted Stock Units that Participant has elected to defer under Paragraph 8 above. Any request by Participant to satisfy Minimum Withholding Obligations by surrendering shares of Stock owned by Participant prior to the date of such satisfaction must be specifically approved in advance by the Committee. All payments and surrenders of Units or shares of Stock and any requests for approval of alternative payment arrangements must be made by Participant in accordance with such procedures as may be adopted by the Company in connection therewith, and subject to such rules as have been or may be adopted by the Committee.

13.Non-Solicitation. In consideration of the Award made to Participant under this Agreement, starting on the Grant Date and ending on the date that is exactly twelve (12) months after Participant's “Separation Date” (defined below), Participant shall not directly or indirectly recruit or solicit for hire, or hire, or assist in any manner in the recruitment, solicitation for hire or hiring, of any employee or officer of the Company or any of its Subsidiaries or Affiliates, in each case involving employment by any individual, business or entity other than the Company or one of its Subsidiaries or Affiliates, or in any way induce any such employee or officer to terminate his or her employment with the Company or any of its Subsidiaries or Affiliates. For purposes of this Paragraph 13, "Separation Date" means the date on which Participant's employment with the Company or one of its Subsidiaries or Affiliates terminates for any reason. A violation of this Paragraph 13 by Participant shall constitute a “material violation” of an “agreement between the Participant and the Company” within the meaning of clause (iii) of the definition of Disqualifying Activity. The provisions of this Paragraph 13 shall be in addition to, and shall not supersede or replace, the provisions of any employment or other agreement between Participant and the Company or any of its Subsidiaries or Affiliates that contains similar or additional restrictions on Participant.

14.Recoupment. If the Securities and Exchange Commission adopts final rules under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act that require, as a condition to the Company’s continued listing on a national securities exchange (“Exchange”), that the Company develop and implement a policy requiring the recovery of erroneously awarded compensation,

and such regulations are applicable to Participant and the Award granted pursuant to this Agreement, then the Award shall be subject to recoupment pursuant to the terms of the rules of the Securities and Exchange Commission and any applicable Exchange, and any policy of the Company adopted in response to such rules. The provisions of this Paragraph 14 are in addition to the rights of the Company as set forth in Section 14(h) of the Plan.

15.Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Award and, except as provided in Paragraph 13, supersedes and cancels any other agreement, representation or communication, whether oral or in writing, between the parties relating to the Award, provided that the Agreement shall be at all times subject to the Plan.

16.Amendment. The Committee may amend the terms of this Award to the fullest extent permitted by Section 12 of the Plan.

17. Acknowledgments. Participant: (i) acknowledges receiving a copy of the Plan Description relating to the Plan, and represents that he or she is familiar with all of the material provisions of the Plan, as set forth in such Plan Description; (ii) accepts this Agreement and the Award subject to all provisions of the Plan and this Agreement; and (iii) agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee relating to the Plan, this Agreement or the Award.

Participant evidences his or her agreement with the terms and conditions of this Agreement, and his or her intention to be bound by this Agreement, by electronically accepting the Award pursuant to the procedures adopted by the Company. Upon such acceptance by Participant, this Agreement will be immediately binding and enforceable against Participant and the Company.

THE PROGRESSIVE CORPORATION

By: /s/Daniel P. Mascaro

Vice President & Secretary

EX-10.4

Exhibit 10.4

THE PROGRESSIVE CORPORATION

DIRECTORS RESTRICTED STOCK DEFERRAL PLAN

(2008 Amendment and Restatement)

WHEREAS, The Progressive Corporation (“Company”) maintains The Progressive Corporation Directors Restricted Stock Deferral Plan pursuant to a plan document dated February 1, 2004, and one amendment thereto; and

WHEREAS, it is desired to amend and restate the Plan;

NOW, THEREFORE, effective January 1, 2008, the Plan is hereby amended and restated in its entirety to provide as follows:

ARTICLE I

PURPOSE; PARTICIPATION

1.1 Purpose. The purpose of this plan, which shall be known as The Progressive Corporation Directors Restricted Stock Deferral Plan (the “Plan”) is to provide directors of the Company who are not employees of the Company or its subsidiaries with an opportunity to defer the receipt of Common Shares with respect to Eligible Restricted Stock Awards.

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following terms shall have the following meanings:

“Board” means the Board of Directors of the Company.

“Change in Control” means a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets, each as determined in accordance with Section 409A of the Code.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated pursuant thereto.

“Committee” means the Compensation Committee of the Board.

“Company” means The Progressive Corporation, an Ohio corporation, and its successors.

“Company Directors Equity Plan” means any equity compensation plan for directors who are not employees of the Company or its subsidiaries maintained by the Company providing for the award of Restricted Stock, including but not limited to, The Progressive Corporation 2003 Directors Equity Incentive Plan.

“Deferral Election” means an election, filed with the Committee, pursuant to which a Participant elects to have all or part of an Eligible Restricted Stock Award converted into Stock Units under this Plan, and to have such Stock Units credited to his or her Stock Account under the Plan pursuant to Section 4.2 hereof.

“Designated Deferral Period” shall mean the deferral period selected by the Participant with respect to an Eligible Restricted Stock Award, which deferral period shall specify the date on which distribution of Shares with respect to such Eligible Restricted Stock Award shall be made or begin.

“Dividend Equivalent Amounts” means the amount of dividends or other distributions to shareholders of the Company that a Participant would have received had the Participant’s Stock Units been actual Shares as of the date of a dividend or other distribution by the Company.

“Eligible Restricted Stock Award” means an award of Restricted Stock made, or to be made, under a Company Directors Equity Plan.

“Participant” means any director of the Company who is not an employee of the Company or its subsidiaries and who participates in this Plan by timely completing a Deferral Election.

“Plan Year” means each calendar year during the term of this Plan.

“Restricted Stock” means Shares awarded, or to be awarded, to a Participant in the form of restricted stock under and pursuant to the terms of a Company Directors Equity Plan.

“Shares” means the Common Shares, $1.00 par value, of the Company.

“Stock Account” means an individual bookkeeping account established for each Participant pursuant to Section 4.3 hereof, with respect to Stock Units credited to the Participant.

“Stock Units” means the units credited to a Participant’s Stock Account, as described in Sections 4.2 and 4.4 hereof. Each Stock Unit credited to a Participant’s Stock Account shall represent the right, subject to the terms and conditions of this Plan, to receive one (1) Share at the end of the Participant’s Designated Deferral Period or at such other time as this Plan may specify for distribution to be made or begin.

ARTICLE III

PARTICIPATION

3.1 Eligibility and Participation. Directors who shall be eligible to participate in this Plan shall be those directors who are not employees of the Company or its subsidiaries.

ARTICLE IV

DEFERRAL ELECTIONS

4.1 Deferral Elections. Each eligible director who elects to participate in this Plan for any Plan Year shall file a Deferral Election with the Committee before the beginning of such Plan Year, provided that any director who was not a director during the previous two Plan Years may file a Deferral Election with the Committee (i) within thirty (30) days after he/she is elected to the Board and (ii) prior to the grant of Restricted Stock which is the subject of such Deferral Election . The Deferral Election shall be in the form prescribed by the Committee, and in accordance with such rules and procedures as may be established by the Committee in its sole discretion. Once made, a Participant’s Deferral Election shall be irrevocable. A Deferral Election shall be deemed to have been made when the completed and executed election form is received and accepted by the Committee or its designated agent. A separate Deferral Election shall be made by a Participant with respect to all or part of each Eligible Restricted Stock Award to be subject to a Deferral Election during such Plan Year. If an eligible Participant fails to file an appropriate election form with respect to any Eligible Restricted Stock Award before the deadline provided in the first sentence of this Section, he or she shall be deemed to have elected not to make a Deferral Election for such Plan Year.

4.2 Effect of Deferral Election. If a Participant timely files a Deferral Election with the Committee with respect to an Eligible Restricted Stock Award, each share of Restricted Stock subject to a Deferral Election will be automatically cancelled immediately prior to vesting and will be replaced with a corresponding Stock Unit credited to the Participant’s Stock Account in accordance with Section 4.3. A timely Deferral Election with respect to an Eligible Restricted Stock Award will defer the delivery to the Participant of the Shares subject thereto until the end of the Participant’s Designated Deferral Period or such other time as this Plan may specify for distribution to be made or begin.

4.3 Stock Accounts.

The Committee shall establish and maintain a separate bookkeeping account in the name of each Participant who makes a Deferral Election during the course of his or her participation in the Plan. Each Participant’s Stock Account shall consist of the sum of the Stock Units credited to such Participant’s Stock Account. Each Participant’s Stock Account shall be adjusted as follows:

(a) As of the date of vesting of an Eligible Restricted Stock Award to which a Participant’s Deferral Election is applicable, the Participant’s Stock Account shall be credited with that number of Stock Units equal to the number of Shares to which the Deferral Election relates;

(b) As of the date on which a dividend is paid on (or any other distribution is made on account of) Shares, the Stock Account shall be credited with that number of Stock Units and fraction thereof equal to the number of Shares and fraction thereof that the Dividend Equivalent Amount would have purchased on that date based on the average of the high and low trading prices of the Shares on that date.

(c) As of the date on which Shares are distributed to the Participant in accordance with Section 4.5, the Participant’s Stock Account shall be reduced by an equal number of Stock Units, and fractions thereof, if applicable.

In the event of any stock split, reverse split, combination or other changes that impact the Company’s capital structure, or Share status, each Participant’s Stock Account and the number of Stock Units credited thereto shall be equitably adjusted by the Committee in its sole discretion in a manner consistent with the treatment of outstanding equity awards pursuant to the Company Directors Equity Plan.

4.4 Dividend Equivalent Amounts.Dividend Equivalent Amounts with respect to the Participant’s Stock Units shall result in the Participant’s Stock Account being credited with an additional number of Stock Units and/or fraction thereof equal to the Dividend Equivalent Amount divided by the average of the high and low trading prices of Shares on the date specified in Section 4.3(b) and shall become subject to the Deferral Election applicable to the Stock Units to which the Dividend Equivalent Amount relates.

4.5 Distribution of Shares from Stock Accounts. Subject to any limitation set forth in this Plan or any other limitations as may be established by the Committee in its sole discretion, each Deferral Election shall specify the method of distribution with respect to the Eligible Restricted Stock Award which is subject to the Deferral Election. A Participant may elect to have his or her Stock Units with respect to any Eligible Restricted Stock Award which is subject to a Deferral Election distributed in any of the following number of installments following the earlier of (i) termination of the Participant’s service as a director of the Company or (ii) expiration of the Participant’s Designated Deferral Period with respect to such Eligible Restricted Stock Award:

(1) a single lump sum;

(2) 3 equal or substantially equal annual installments;

(3) 5 equal or substantially equal annual installments; or

(4) 10 equal or substantially equal annual installments.

A Participant may elect a different method of distribution with respect to each Eligible Restricted Stock Award that is subject to a Deferral Election. Distributions will be made or commence within thirty (30) days following expiration of the Participant’s Designated Deferral Period or termination of the Participant’s service as a director, as the case may be.

A Participant may elect to change the Designated Deferral Period and the method of distribution set forth in a Deferral Election. Each such change must be made in writing and on such forms as the Committee shall specify. Each such change must be delivered to the Committee at least one (1) year prior to the expiration of the Designated Deferral Period and shall delay the payment or commencement of the distribution for a period of at least five (5) years following the date the Designated Deferral Period otherwise would have expired. In the case of a distribution to be made in installments, the provisions of this paragraph will apply to each installment payment as if each such installment payment were a separate distribution.

Notwithstanding the foregoing, if a Change in Control occurs or a Participant dies, a distribution with respect to all the Stock Units then held in the Participant’s Stock Account shall be made to him/her or his/her beneficiaries in a single lump sum within thirty (30) days following the Change in Control or the date the Committee receives written notice of his/her death.

Distributions with respect to the Stock Units credited to a Participant’s Stock Account under this Plan shall in all cases be satisfied by the delivery by the Company of a number of Shares equal to the number of Stock Units with respect to which such distribution is being made, except that any portion of such distribution that is derived from Dividend Equivalent Amounts or fractional shares shall be satisfied in cash, based on the average of the high and low trading prices of Shares on the business day immediately preceding such distribution.

If a Participant is receiving a distribution in installments, Dividend Equivalent Amounts will continue to be credited with respect to the undistributed Stock Units remaining in such Participant’s Stock Account until all such Stock Units have been distributed.

ARTICLE V

MISCELLANEOUS

5.1 Beneficiaries. Each Participant shall have the right to designate in writing one or more beneficiaries to receive distributions in the event of the Participant’s death by filing with the Company a beneficiary designation on a form provided by the Committee. The designated beneficiary or beneficiaries may be changed by a Participant at any time prior to his or her death by the delivery to the Committee of a new beneficiary designation form. The change shall become effective only when the new beneficiary designation form is received and accepted by the Committee; provided, however, any beneficiary designation form received by the Committee after the designating Participant’s death will be disregarded. If no beneficiary shall have been designated, or if no designated beneficiary shall survive the Participant, distribution pursuant to this provision shall be made to the Participant’s estate.

5.2 Administration.Except for those powers and duties expressly reserved for the Board hereunder, the Committee will have full power to administer the Plan. Such power includes, but is not limited to, the following authority:

(a) To make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of Plan;

(b) To interpret the Plan and to decide all matters arising thereunder, including the right to resolve or remedy any ambiguities, errors, inconsistencies or omissions. All such interpretations shall be final and binding on all parties;

(c) To determine the amount of distributions to be made to each Participant and beneficiary or other person in accordance with the provisions of the Plan;

(d) To authorize distributions under the Plan;

(e) To keep such records and submit such filings, elections, applications, returns or other documents or forms as may be required under applicable law;

(f) To appoint such agents, counsel, accountants and consultants as may be desirable in administering the Plan;

(g) To exercise the other powers that are expressly granted to it herein, or that are impliedly necessary for it to carry out any of its responsibilities hereunder; and

(h) By written instrument to delegate any of the foregoing powers to one or more designated officers or employees of the Company or other persons.

All decisions of the Committee or its designees shall be binding upon all Participants and their respective legal representatives, successors and assigns, and any and all persons claiming under or through any of them. No member of the Committee or any of its designees shall be liable to any Participant or to the Company for any determination made within the scope of the

administrative and interpretive functions provided in this Plan. No member of the Committee shall participate in any discussion or determination involving his or her own rights, benefits or obligations under this Plan.

5.3 Reports.Until a Participant’s entire Stock Account shall have been distributed in full, the Company will furnish or make available to the Participant a written or electronic report, at least annually, setting forth any changes in such Account and the amounts credited to such Account.

5.4 Assignment and Alienation of Benefits.The right of each Participant to any account, benefit, Stock Unit, right or distribution hereunder shall not, to the extent permitted by law, be subject in any manner to attachment or other legal process for the debts of such Participant, and no account, benefit, Stock Unit, right or distribution shall be subject to anticipation, alienation, sale, pledge, transfer, assignment or encumbrance; provided, however, the Company shall have the unrestricted right to set off against or recover out of any distributions due a Participant, beneficiary or other person at the time such distributions would otherwise have been made hereunder, any amounts owed the Company or any subsidiary of the Company by such Participant, beneficiary or other person.

5.5 Director and Shareholder Status.Nothing in the Plan shall interfere with or limit in any way the right of the Company or its shareholders to terminate any Participant’s service as a director, at any time, nor confer upon any Participant any right to continue as a director of the Company or to be nominated for election to the Board at any time. The Plan will not give any person any right or claim to any benefits under the Plan unless such right or claim has specifically accrued under the terms of the Plan. Participation in the Plan shall not create any rights in a Participant (or any other person) as a shareholder of the Company until Shares are registered in the name of, and distributed to, the Participant (or such other person).

5.6Assets.No assets shall be segregated or earmarked in respect of any Stock Units, Dividend Equivalent Payments or Stock Accounts. The Plan and the crediting of Stock Accounts hereunder shall not constitute a trust and shall be structured solely for the purpose of recording an unsecured contractual obligation. All amounts payable pursuant to the terms of this Plan shall be paid from the general assets of the Company and in no event shall any Participant or beneficiary have any claims or rights to any payment hereunder that are superior to any claims or rights of any general creditor of the Company.

5.7 Taxes. The Company shall not be responsible for the tax consequences under federal, state or local law of any election made by any Participant under the Plan. The Company shall have the right to make required information reporting and/or to withhold or deduct from any distribution to be made pursuant to this Plan, or to otherwise require prior to the distribution of any amount hereunder, payment by the Participant of any federal, state or local taxes required by law to be withheld with respect to any such distribution to the Participant. In addition, to the extent the Company shall be required, prior to the date on which distributions are to be made to a Participant under this Plan, to withhold any taxes in connection with any Stock Units or Dividend Equivalent Amounts credited to a Participant’s accounts under this Plan, the Participant agrees that the Company shall have the right to make such withholding or to require direct payment of such withholding taxes by the Participant to the Company.

5.8 Amendment.Notwithstanding any other provision of this Plan, the Board may amend this Plan at any time for any reason without liability to any Participant, beneficiary or other person for any such amendment or for any other action taken pursuant to this Section 5.8, provided that no such amendment shall be made retroactively in a manner that would deprive any Participant of any rights or benefits which have accrued to his/her benefit under the Plan as of the date such amendment is proposed to be effective, unless such amendment is necessary to comply with applicable law.

5.9 Termination. Notwithstanding any other provision of this Plan, the Board may terminate this Plan at any time for any reason without any liability to any Participant, beneficiary or other person for any such termination or for any other action taken pursuant to this Section 5.9. Following termination of this Plan, and notwithstanding the provisions of any Deferral Election entered into prior to such termination, no additional deferrals may be made hereunder, but all existing Stock Accounts shall be administered in accordance with this Plan, as in effect immediately prior to termination, and shall be distributed in accordance with the terms of this Plan and the applicable Deferral Elections, unless and until the Board elects to accelerate distributions as provided below. Subject to the limitations and conditions provided for in this Section 5.9, at any time on or after the effective date of termination of this Plan, the Board, in its sole discretion, may elect to accelerate the distribution with respect to all Stock Units in all Stock

Accounts to the extent permitted under Section 409A of the Code; provided, that (a) the termination of this Plan is not proximate to a downturn of the Company’s financial health; (b) the Company terminates and liquidates all plans, programs, agreements, and other arrangements (“Other Program”) that must be aggregated with this Plan in accordance with Treasury Regulation Section 1.409A-1(c) if a Participant participated in the Other Program; and (c) the Company shall not adopt a new Other Program that would be required to be aggregated with this Plan in accordance with Treasury Regulation Section 1.409A-1(c) if a Participant participated in the Other Program within three (3) years following termination of the Plan. Such accelerated distributions shall be made in a lump sum at a time selected by the Company in accordance with Section 409A of the Code; provided, that no accelerated distributions, other than those that could be made under the terms of the Plan absent its termination, shall be made earlier than twelve (12) months from the date that the Company takes all actions necessary to irrevocably terminate the Plan and cause all distributions to be made thereunder and all distributions shall be made no later than twenty-four (24) months from the date the Company takes all actions necessary to irrevocably terminate the Plan and cause all distributions to be made thereunder. Upon completion of distributions to all Participants, or beneficiaries, as the case may be, no Participant, beneficiary or person claiming under or through them, will have any claims in respect of this Plan.

5.10 Notices to Committee.The Committee shall designate one or more addresses to which notices and other communications to the Committee shall be sent with respect to this Plan. No notice or other communication shall be considered to have been given to or received by the Committee until it has been delivered to the Committee’s attention at one of such designated addresses.

5.11 No Liability.Participation in the Plan is entirely at the risk of each Participant. Neither the Company, the Committee, the Board nor any other person associated with this Plan shall have any liability for any loss or diminution in the value of Stock Accounts, or for any failure of this Plan to effectively defer recognition of income or to achieve any Participant’s desired tax treatment or financial results.

5.12 Facility of Payment. If the Committee determines that a Participant or beneficiary entitled to receive a payment under this Plan is (at the time such payment is to be made) a minor or physically, mentally or legally incompetent to receive such payment and that another person or any institution has legal custody of such minor or incompetent individual, the Committee may cause payment to be made to such person or institution having custody of such Participant or beneficiary. Such payment, to the extent made, shall operate as a complete discharge of obligation by the Committee, the Company and the Board.

5.13Securities Law Provisions. The issuance and distribution of Shares pursuant to this Plan will not be registered under the Federal or any state securities laws. The Shares will be “restricted securities” as that term is defined under Rule 144 of the Securities Act of 1933 (the “Securities Act”) and may not be sold or transferred absent registration under the Securities Act or in accordance with an applicable exemption.

5.14 Applicable Law. This Plan shall be interpreted under the laws of the State of Ohio.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer as of the day of , 2007.

                                                                                               THE PROGRESSIVE CORPORATION

By:

Title:

EX-10..2

Exhibit 10.2

Restricted Stock UNIT Award Agreement

(2019 Performance-Based Award - Investment Results)

This Agreement (“Agreement”) is made this <Grant Date> by and between <Participant Name> (“Participant”) and The Progressive Corporation (the “Company”).

1.Definitions. Unless otherwise defined or expressly given a different meaning in this Agreement, each capitalized term in this Agreement shall have the meaning given to it in The Progressive Corporation 2015 Equity Incentive Plan (the “Plan”). References herein to performance results of the Company mean the applicable results achieved by the Subsidiaries and mutual company and other affiliates of the Company in the portfolio(s) to the extent directly managed by Progressive Capital Management Corp. (“PCM”) during the Evaluation Period (“Managed Portfolios”).

2.Award of Restricted Stock Units. The Company grants to Participant an award (the “Award”) of performance-based restricted stock units (“Restricted Stock Units” or “Units”), pursuant to, and subject to, the terms of the Plan. The Award is based on a target award value of <# of Units> Units (the “Target Award Units”). The number of Restricted Stock Units that are ultimately earned pursuant to the Award (if any) will be determined based on the Target Award Units and the procedures and calculations set forth in this Agreement. Under the calculations set forth below, the maximum potential Award is a number of Units equal to two (2.0) times the sum of Target Award Units plus any related Dividend Equivalent Units (the “Maximum Award Units”). The Award is not intended to qualify as “performance-based compensation” under Section 162(m)(4)(C) of the Code.

3.Condition to Participant’s Rights under this Agreement. This Agreement shall not become effective, and Participant shall have no rights with respect to the Award or any Restricted Stock Units, unless and until Participant has fully executed this Agreement and delivered it to the Company. In the Company’s sole discretion, such execution and delivery may be accomplished through electronic means.

4.Restrictions; Vesting. Subject to the terms and conditions of the Plan and this Agreement, including the provisions of Paragraph 8 below, Participant’s rights in and to Restricted Stock Units shall vest, if at all, as follows:

a.Evaluation Period. The “Evaluation Period” shall be the three-year period comprised of the calendar years 2019, 2020 and 2021.

b.Certification. The Award shall vest (if at all) only if, to the extent, and when the Committee certifies:

i. the Performance Ranking of the Company’s Fixed-Income Portfolio (as each of those terms are defined in Subparagraph c. below); and

ii. the Performance Factor (rounded to the nearest one-hundredth) to be applied to the Target Award Units (and any related Dividend Equivalent Units) to determine the number of Restricted Stock Units (if any) that have vested as a result of such performance.

Such certification shall occur as soon as practicable after the end of the Evaluation Period (the date of such certification, the “Certification Date”). If the Committee certifies the vesting of a number of Units that is less than the Maximum Award Units, then with respect to all other Units

that could have been earned under this Agreement, the Award will terminate and be forfeited automatically.

c.Number of Units Vesting. The number of Restricted Stock Units (if any) that vest in connection with the Award will be determined by application of the following formula:

Number of Units Vesting = Target Award Units (plus related Dividend Equivalent Units) x Performance Factor

i.The Performance Factor will be determined after the expiration of the Evaluation Period based on the fully taxable equivalent total return of the segment(s) of the Company’s fixed-income investment portfolio that constitute(s) Managed Portfolios (the “Fixed-Income Portfolio” or “Portfolio”), in comparison to the total returns of the group of comparable investment firms identified by the Independent Data Source (the “Investment Benchmark”), each calculated for the three calendar years comprising the Evaluation Period. For purposes of this Agreement, the “Independent Data Source” shall be a third party independent data source determined by the Committee and, initially and until further action of the Committee, shall be Investment Metrics. After the end of the Evaluation Period, the Independent Data Source will determine the firms that are included in the Investment Benchmark in accordance with the criteria specified on Exhibit I hereto. The Independent Data Source will also supply to the Company the monthly total return data for each of the Investment Benchmark firms for the three-year period ending on the last day of the Evaluation Period.

Investment results for the Fixed-Income Portfolio will be marked to market, including 50% of the benefit of any state premium tax abatements for municipal securities held in the Portfolio that are realized by the Company during the Evaluation Period, in order to calculate the Portfolio’s fully taxable equivalent total return, compounded on a monthly basis, for the Evaluation Period. The investment performance achieved by the Fixed-Income Portfolio for the Evaluation Period will then be compared against the total returns of the firms included in the Investment Benchmark for the same period, also compounded on a monthly basis, as determined by the Company from the monthly performance data supplied by the Independent Data Source for each firm in the Investment Benchmark, to determine where the Fixed-Income Portfolio’s performance falls on a percentile basis when compared to the firms in the Investment Benchmark, as further described in Exhibit II hereto (“Performance Ranking”).

The Portfolio’s Performance Ranking will be used to determine a performance score of between 0.00 and 2.00 for the Evaluation Period, based on the following schedule:

Score = 0.00 Rank at or below	Score = 1.00 Rank equal to	Score = 2.00 Rank at or above
25th Percentile	50th Percentile	75th Percentile

A Performance Ranking between the values identified in the schedule will be interpolated on a straight-line basis to generate the Performance Factor, as further described on Exhibit II.

ii.The Company will work with the Independent Data Source to ensure, to the extent practicable, that the list of firms comprising the Investment Benchmark and all data necessary to calculate the Performance Ranking and the Performance Factor are received by March 1^st of the year immediately following the Evaluation Period. In all events, distributions under this Agreement must be made on or before March 15^th of the year immediately following the Evaluation Period.

iii.In the event that the Independent Data Source (or its successors or assigns) ceases to provide or publish the information required to calculate the Performance Factor, or modifies the information in such a way as to render the comparisons required by this Agreement to be not meaningful, in the Committee’s sole judgment, the determinations required above shall be made using such comparable Company and other investment data as may be available from another recognized provider of investment industry data as the Committee may approve in its sole discretion.

iv.Notwithstanding any other provision of this Agreement, the Managed Portfolios and Fixed-Income Portfolio shall not include any portfolio managed by, or any investment made at the direction of, any business unit or area other than PCM.

d.Committee Discretion. Notwithstanding anything to the contrary contained in this Agreement, at or prior to the time of vesting, the Committee, in its sole discretion, may reduce the number of Restricted Stock Units that otherwise would vest according to this Agreement, or eliminate the Award in full. The Committee, in its sole discretion, may treat Participant differently than other individuals for these purposes. Any such determination by the Committee shall be final and binding on Participant. Under no circumstances shall the Committee have discretion to increase the award to Participant in excess of the number of Units that would have been awarded at vesting based on this Paragraph 4 (excluding adjustments required by Section 3(c) and/or Section 11 of the Plan).

The Award shall vest in accordance with and subject to the foregoing except to the extent that, prior to the Certification Date, the Award has been forfeited under the terms and conditions of the Plan or this Agreement.

5.Dividend Equivalents. Subject to this Paragraph 5, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 5 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same

conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

6.Units Non-Transferable. No Restricted Stock Units (and no Dividend Equivalents) shall be transferable by Participant other than by will or by the laws of descent and distribution. In the event all or any portion of the Award is transferred or assigned pursuant to a court order, such transfer or assignment shall be without liability to the Company, and the Company shall have the right to offset against the Award any expenses (including attorneys’ fees) incurred by the Company, or any of its Subsidiaries or Affiliates, in connection with such attempted transfer or assignment.

7.Executive Deferred Compensation Plan. If Participant is eligible, and has made the appropriate election, to defer the Award into The Progressive Corporation Executive Deferred Compensation Plan (the “Deferral Plan”), and the Award is eligible for deferral under the Deferral Plan, then at the time of vesting, the Restricted Stock Units that would otherwise vest under this Agreement (but not any Dividend Equivalents, which shall be delivered to Participant in accordance with Paragraph 10), instead of being delivered to Participant shall be credited to Participant’s account under the Deferral Plan, subject to and in accordance with the terms and conditions of the Deferral Plan and any related deferral agreement.

8.Termination of Employment. Except as otherwise provided in the Plan, including Section 11 (Change in Control Provisions) and Section 14(d) thereof, or in this Paragraph 8, or as otherwise determined by the Committee, if Participant’s employment with the Company or any Subsidiary or Affiliate terminates for any reason, the Award and all Restricted Stock Units (and any related Dividend Equivalents) held by Participant that are unvested or subject to restriction at the time of such termination shall be forfeited automatically immediately after such termination. Notwithstanding the foregoing:

a.In the event that Participant’s employment terminates as a result of Participant’s death prior to Participant’s Qualified Retirement Eligibility Date, then this Agreement will remain effective for up to one year after the date of Participant’s death and the Restricted Stock Units (and Dividend Equivalents) will vest if, when and to the extent, that the performance measures identified in Paragraph 4 above are achieved and certified by the Committee pursuant to Paragraph 4 prior to the expiration of such one (1) year period. The balance of the Award, if any, shall be forfeited;

b.In the event that any such termination of employment occurs, for any reason other than for Cause, after the end of the Evaluation Period but prior to the Certification Date, the Award shall not be forfeited at the time of Participant’s termination and Participant shall be eligible to participate in the vesting of Restricted Stock Units (and any related Dividend Equivalents) under this Agreement to the extent certified by the Committee; and

c.In the event that any such termination of employment occurs as a result of Participant’s Qualified Retirement before the end of the Evaluation Period, the Award (A) shall remain in effect with respect to fifty percent (50%) of the Award, which shall vest after the Committee’s certification that, and the extent to which, performance measures identified in paragraph 4 have been achieved and (B) shall terminate, effective as of the date of and immediately after the Qualified Retirement, with respect to the remaining fifty percent (50%) of the Award; provided that, with respect to any member of the Company’s Senior Management

Group, and any other Participant specified in writing by the Compensation Committee (if the Participant is, at the time of such specification, an executive officer of the Company) or by the Company’s Chief Executive Officer and Chief Human Resource Officer (for all other Participants), if such individual (i) becomes eligible, after such individual’s Qualified Retirement Eligibility Date, to receive benefits under the Company’s long-term disability benefits plan provided to its employees, or (ii) has given the Company’s Chief Executive Officer (or Chairperson of the Board, if such individual is the Chief Executive Officer) written notice of his or her intended retirement date at least twelve months but not more than eighteen months prior to such date and if such individual in fact terminates on such intended retirement date (or such earlier or later date as the Company’s Chief Executive Officer and such individual (or the Company’s Chairperson of the Board and such individual, if such individual is the Company’s Chief Executive Officer) may agree in writing and with such conditions as the Company may deem appropriate and state in such writing), then upon any Qualified Retirement of such individual consistent with such document(s), no portion of the Award will terminate on such termination date, but the Award will remain in effect in full and shall vest after the Committee certifies that, and to the extent that, the performance measures identified in paragraph 4 have been achieved (unless such performance measures are not achieved prior to the Expiration Date, in which event the Award will terminate and be forfeited, as of the Expiration Date).

d.For purposes of this Paragraph 8:

i. the term “Senior Management Group” means those individuals holding the following titles or positions at the time that written notice of retirement is given by such individual in accordance with Section 8(c) of this Agreement: Chief Executive Officer, and executive officers who are members of the Chief Executive Officer’s Direct Reporting Group;

ii. the term “Qualified Retirement” means any termination of a Participant’s employment with the Company or its Subsidiaries or Affiliates for any reason (including death, but excluding an involuntary termination for Cause) that (x) qualifies as a “separation from service” within the meaning of Section 409A, and (y) occurs on or after the first day of the calendar month in which either of the following conditions are scheduled to be satisfied:

(A) the Participant is 55 years of age or older and has completed at least fifteen (15) years of service as an employee of the Company or one or more of its Subsidiaries or Affiliates; or

(B) the Participant is 60 years of age or older and has completed at least ten (10) years of service as an employee of the Company or one or more of its Subsidiaries or Affiliates;

provided, however, that if Participant provided any service as an employee to any entity (or one or more of its subsidiaries or affiliates) that became a Subsidiary or Affiliate of the Company as a result of the Company’s acquisition, directly or indirectly, of the assets of such entity (and/or of one or more of its subsidiaries or affiliates) or all or a controlling interest in such entity’s capital stock or other equity interests (such entity being the “Acquired Entity), then Participant’s service as an employee of the Acquired Entity (or one or more subsidiaries or affiliates of the Acquired Entity) prior to the date of such acquisition by the Company shall not be treated as “service as an employee of the Company or one

or more of its Subsidiaries or Affiliates” for purposes of this Paragraph 8(d)(ii); and

iii. the term “Qualified Retirement Eligibility Date” means the first day of the earliest calendar month in which the Participant is scheduled to satisfy either of the age and years-of-service requirements for a Qualified Retirement as defined in Paragraph 8(d)(ii) of this Agreement.

9.Disqualifying Activity. Notwithstanding any other provision of this Agreement, if the Committee determines that Participant is engaging in, or has engaged in, a Disqualifying Activity, the provisions of Section 10(b) of the Plan will apply.

10.Delivery at Vesting. Subject to the provisions of the Plan and this Agreement, upon vesting of all or part of the Award, the Company shall deliver to Participant one share of Stock in exchange for each such vested Restricted Stock Unit and for each Dividend Equivalent Unit related thereto and cash in the amount of any other related Dividend Equivalents, and all Restricted Stock Units and Dividend Equivalents) shall be cancelled. Unless determined otherwise by the Company at any time prior to the applicable delivery, each fractional Restricted Stock Unit (and related Dividend Equivalent Unit) shall vest and be settled in an equal fraction of a share of Stock. The delivery of such shares of Stock shall be on or as soon as practicable following the Certification Date, but in no event later than March 15 of the calendar year following the year in which the Certification Date occurred.

11.Taxes. No later than the date as of which an amount relating to the Award first becomes taxable, Participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any Taxes and other items of any kind required by law to be withheld with respect to such amount. The obligations of the Company under the Plan and this Agreement shall be conditioned on such payment or arrangements and the Company and its Subsidiaries and Affiliates, to the extent permitted by law, shall have the right to deduct any such Taxes from any payment of any kind otherwise due to Participant. At vesting, Restricted Stock Units and related Dividend Equivalent Units vesting on such date will be valued at the Fair Market Value of the Company’s Stock on such date.

Unless otherwise determined by the Committee, Participant must satisfy the minimum statutory tax withholding obligations resulting from the vesting of Restricted Stock Units and related Dividend Equivalents (“Minimum Withholding Obligations”) by surrendering to the Company Restricted Stock Units and/or Dividend Equivalents that are then vesting (or shares of Stock issuable as a result of the vesting) with a value sufficient to satisfy the Minimum Withholding Obligations.

Under no circumstances will Participant be entitled to satisfy any Minimum Withholding Obligations by surrendering Restricted Stock Units that are not then vesting or any Restricted Stock Units that Participant has elected to defer under Paragraph 7 above. Any request by Participant to satisfy Minimum Withholding Obligations by surrendering shares of Stock owned by Participant prior to the date of such satisfaction must be specifically approved in advance by the Committee. All payments and surrenders of Units or shares of Stock and any requests for approval of alternative payment arrangements must be made by Participant in accordance with such procedures as may be adopted by the Company in connection therewith, and subject to such rules as have been or may be adopted by the Committee.

12.Non-Solicitation. In consideration of the Award made to Participant under this Agreement, starting on the Grant Date and ending on the date that is exactly twelve (12) months after Participant's “Separation Date” (defined below), Participant shall not directly or indirectly recruit or solicit for hire, or hire, or assist in any manner in the recruitment, solicitation for hire or hiring, of any employee or officer of the Company or any of its Subsidiaries or Affiliates, in each case involving

employment by any individual, business or entity other than the Company or one of its Subsidiaries or Affiliates, or in any way induce any such employee or officer to terminate his or her employment with the Company or any of its Subsidiaries or Affiliates. For purposes of this Paragraph 12, "Separation Date" means the date on which Participant's employment with the Company or one of its Subsidiaries or Affiliates terminates for any reason. A violation of this Paragraph 12 by Participant shall constitute a “material violation” of an “agreement between the Participant and the Company” within the meaning of clause (iii) of the definition of Disqualifying Activity. The provisions of this Paragraph 12 shall be in addition to, and shall not supersede or replace, the provisions of any employment or other agreement between Participant and the Company or any of its Subsidiaries or Affiliates that contains similar or additional restrictions on Participant.

13.Recoupment. If the Securities and Exchange Commission adopts final rules under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act that require, as a condition to the Company’s continued listing on a national securities exchange (“Exchange”), that the Company develop and implement a policy requiring the recovery of erroneously awarded compensation, and such regulations are applicable to Participant and the Award granted pursuant to this Agreement, then the Award shall be subject to recoupment pursuant to the terms of the rules of the Securities and Exchange Commission and any applicable Exchange and any policy of the Company adopted in response to such rules. The provisions of this Paragraph 13 are in addition to the rights of the Company as set forth in Section 14(h) of the Plan.

14.Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Award and, except as provided in Paragraph 12, supersedes and cancels any other agreement, representation or communication, whether oral or in writing, between the parties relating to the Award, provided that the Agreement shall be at all times subject to the Plan.

15.Amendment. The Committee may amend the terms of this Award to the fullest extent permitted by Section 12 of the Plan.

16. Acknowledgments. Participant: (a) acknowledges receiving a copy of the Plan Description relating to the Plan, and represents that he or she is familiar with all of the material provisions of the Plan, as set forth in such Plan Description; (b) accepts this Agreement and the Award subject to all provisions of the Plan and this Agreement; and (c) agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee relating to the Plan, this Agreement or the Award.

Participant evidences his or her agreement with the terms and conditions of this Agreement, and his or her intention to be bound by this Agreement, by electronically accepting the Award pursuant to the procedures adopted by the Company. Upon such acceptance by Participant, this Agreement will be immediately binding and enforceable against Participant and the Company.

THE PROGRESSIVE CORPORATION

By: /s/Daniel P. Mascaro

Vice President & Secretary

EXHIBIT I

INVESTMENT BENCHMARK CRITERIA

After the end of the Evaluation Period, the Independent Data Source will determine the firms comprising the Investment Benchmark for the Plan year from its records and will supply to the Company the monthly total returns and any other relevant data for each of those firms for the Evaluation Period.

A firm will be included in the Investment Benchmark if the Independent Data Source is able to determine from its records that:

1. The firm has provided monthly data regarding its holdings and investment return, as necessary to determine or calculate such firm’s monthly total return, and to evaluate such firm’s compliance with each of the criteria set forth below, for the entire Evaluation Period; and

2. At all times during the Evaluation Period, the information provided by the firm shows, or the Independent Data Source is able to calculate, that such firm’s investment portfolio satisfies each of the following criteria:

Duration: Effective Duration between 1.5 years and 5.0 years

Credit Quality Average= A, or = AA, or = AAA, or = AAA+

Convexity (%) >= -1

Sector Allocation: U.S. High-Yield Corporate Debt <= 10%

Sector Allocation: Mortgages <= 60%

Sector Allocation: U.S. Investment-Grade Corporate Debt <= 60%

Sector Allocation: CMBS <= 60%

Sector Allocation: ABS <= 60%

Sector Allocation: Emerging Markets Debt <= 5%

3. The Company will have no discretion to alter the Investment Benchmark list after it is finalized by the Independent Data Source.

EXHIBIT II

DETERMINATION OF PERFORMANCE RANKING

AND PERFORMANCE FACTOR

Once all the total returns are calculated, the data is sorted in descending order from highest to lowest total return. From here, the process to compute the Performance Factor is as follows:

INTERPOLATED VALUES FOR SETTING TOP AND BOTTOM 25% LEVELS

The top 25% and bottom 25% total return rankings are computed based on the total number of firms in the Investment Benchmark, excluding the PCM Fixed-Income Portfolio return. For example, if there were 279 participants, the return required to earn a 2.00 portfolio performance factor would be determined by interpolating between the sixty-ninth and seventieth firm’s returns, since 25% of 279 = 69.75. The same procedure would be used to determine the 0.00 portfolio performance factor.

The total returns, computed by Investment Accounting, for the interpolated positions are calculated as follows (continuing to use an example of 279 survey firms):

Interpolated Value = Firm 69 return - ((Firm 69 Return - Firm 70 Return)*0.75)

Firm 69 = 18.35%

Firm 70 = 18.23%

Firm 69.75 (Interpolated Value) = 18.35% - ((18.35%-18.23%)*0.75) = 18.26%.

In this case, the PCM Performance Factor will equal 2.00 if its total return equals the interpolated value for Firm 69.75 or 18.26%. A similar calculation is then used to determine the bottom 25% group and interpolated value for a 0.00 performance score.

Once the two groups are computed, top and bottom 25%, the remainder of the performance scores are calculated as follows:

Performance score variance = (2.00) / Number of positions from first participant after the top 25% ranking to the 1^st participant in the bottom 25% ranking. In the case of 279 participants, the number of positions to divide the 2.00 performance factors by would be 142.

The calculation for the performance score variance from 2.00 - 0.00 would be:

2.00 / 142 = .014085 per position for 279 firms

In the case of a tie in total returns between firms, each firm will have the same performance score, one step under the next higher position. The next lowest position would then be stepped down by a factor based on the number of participants who tie. In the case of a tie between two firms, the step down will be twice the performance score variance to maintain the proper stepping to the 0.00 performance score level.

Example: If firms 70 and 71 each had the same total return in the 279 firm example, then firms 70 and 71 would each have a Performance Factor of 1.985915, which is 2.00 - .014085. The number 72 position in this example would have a performance score of 1.957746, which is the required step down from 70 to 72.

In addition, if the returns are tied between the interpolated value set for the 2.00 performance score and any position below the 2.00 level, those lower positions will also be set to a 2.00 performance score. The step down factor in the performance score will work similarly as noted in the example above. For the last 25% group, all firms with total returns equaling the last interpolated total return value would have the same performance score as the last interpolated value (.014085), and all others in the last 25% group would have a 0.00 Portfolio Performance Factor.

Once all the performance scores have been created, from 2.00 to 0.00, PCM’s return is compared to the rankings to determine its Performance Factor. If the PCM return is not in the top or bottom 25% and does not match the return of any participant, then PCM’s Performance Factor is an interpolated value between the firms with the next highest and next lowest returns.

The interpolation computation for the Performance Factor based on PCM’s return is as follows:

Performance score of firm below PCM return + (PCM’s Return - Return below PCM) / (Return above PCM - Return below PCM) * (Performance score of firm above PCM - Performance score of firm below PCM)

Assuming the following data, using the 279 firm example:

Firm	Performance score	Total return
Firm above PCM	.90	13.61
PCM		13.39
Firm below PCM	.89	13.34

The calculation of PCM’s Performance Factor is:

0.89 + (13.39-13.34) / (13.61-13.34) * (0.90-0.89) = 0.89

The performance scores and the final Performance Factor are rounded to the nearest one-hundredth, if necessary.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Susan Patricia Griffith, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Progressive Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 1, 2019

/s/ Susan Patricia Griffith

Susan Patricia Griffith

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, John P. Sauerland, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Progressive Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 1, 2019

/s/ John P. Sauerland

John P. Sauerland

Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

SECTION 1350 CERTIFICATION

I, Susan Patricia Griffith, President and Chief Executive Officer of The Progressive Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) the Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2019 (the “Report”), which this certification accompanies, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Susan Patricia Griffith

Susan Patricia Griffith

President and Chief Executive Officer

May 1, 2019

EX-32.2

Exhibit 32.2

SECTION 1350 CERTIFICATION

I, John P. Sauerland, Chief Financial Officer of The Progressive Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) the Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2019 (the “Report”), which this certification accompanies, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John P. Sauerland

John P. Sauerland

Vice President and Chief Financial Officer

May 1, 2019

EX-99

Exhibit 99

Letter to Shareholders

First Quarter 2019

We are extremely pleased with our strong net premiums written (NPW) growth and underwriting profit. Our NPW for all lines, for the quarter, was up 16% with a combined ratio (CR) of 88.8. All products contributed to the growth with Commercial Lines leading the pack with 26% NPW growth and an extraordinary CR of 83.6.

Our Property business posted 19% NPW growth with a quarterly CR of 97.9. Had it not been for our aggregate stop-loss reinsurance agreement, our Property results would have been about 11 points worse due to significant catastrophe activity and non-cat winter storms during the quarter.

We continue to have strong new policyholder conversion, but there are certainly signals of a softening personal auto market. We remain confident that we are well positioned and will focus on efficient uses of our increased marketing spend, as well as a surgical focus on our cost structure, to attract customers with a great brand and competitive rates. Our strategy pillars, which I speak of often, will help us in making the right investments at the right time to ensure that we have an enduring business.

First quarter results in our investment portfolio were robust, driven by lower treasury yields and tighter credit spreads, resulting in higher bond prices, and a surging equity market. In fact, the first quarter of 2019 marked the best quarterly gain since 2009 in U.S. equity markets. The total portfolio returned 3.2%, comprised of a 2.3% return in our fixed-income portfolio and a 13.3% return in equities.

While operational and investment results have been stellar, we had an unfortunate development this quarter with our federal income taxes. Since 2016, we have been investing in federal renewable energy tax credit funds, including funds that were designed to acquire and lease mobile generators powered by solar energy. In late December 2018 and during the first two months of 2019, we learned of allegations of potential fraudulent conduct by the sponsor of these tax credit funds including information about ongoing federal investigations. Based on our continuing investigations and information that has become available to us, we now believe that the sponsor did commit fraud related to our investment in these tax credit funds. As a result, we reversed the entire tax benefit previously recorded of $156 million and wrote down the remaining investment in these funds, which had a value of $24 million at the end of the quarter. Any future recoveries related to these investments will be recognized as received.

In March, I was honored to spend time with an incredible group of agents who sit on our Agency Council. The 12 members, who were selected for diversity in thought, size, geography, demographics, and operational models, serve staggeredthree-year terms and, since the Council’s establishment in 2005, 70 agents have provided a steady flow of fresh perspectives from this very important channel of business. The Council gives us unfettered feedback, insights, and ideas that enable us to prioritize and make informed investments for agents and our shared customers.    

As I prepared to write this quarterly update, I reflected on the theme chosen for our 2018 annual report - Together. And as I think about the more than 35,000 independent agents that we partner with, the word “together” truly resonates. The importance of these relationships is never lost on me. I grew up in insurance. My dad started out selling door-to-door and was a life insurance agent with Prudential for more than three decades. After 28 years of service, he received a gold-plated business card set in a marble encasement as a gift. It now sits proudly on my desk as a reminder of the important bonds created when you take care of your customers, providing them with advice on how to maneuver the sometimes confusing landscape of insurance. I’m also an Agency customer, and proudly all of my products are with Progressive.

As we continue to work together side-by-side with common goals, I wanted to devote this quarterly letter to the agents who have been such a central part of Progressive’s success. In fact, the Agency channel represents the majority of both our Personal and Commercial Lines policies, and within Personal Lines, the number of “Robinsons” (bundled auto + home customers) that agents wrote for Progressive grew 40% in the first quarter, compared to the same period in 2018.

Like any important relationship, it all begins with trust. We’re grateful that in J.D. Power’s 2019 Independent Agent Study, agents ranked Progressive as a top personal lines carrier in agent satisfaction. We’re humbled and honored by this distinction, and we recognize that agent satisfaction with our products, technology, and service is essential to meeting Progressive’s growth and profitability goals. We know consumers value ease and savings when choosing insurance products - and I firmly believe that the combination of product breadth and depth plus professional, local advice that independent agents provide is essential in achieving our goal of becoming consumers’ #1 choice and destination for auto and other insurance.    

We’re proud to be able to say that we’re the #1 personal and commercial auto insurer by written premium in the independent agency channel. As leader in the channel, we don’t take lightly our responsibility to help our agents and the independent agency channel byproviding agents with the highly competitive products and technology to meet the evolving needs of insurance consumers. Progressive Home insurance has allowed us to break into the bundled market in Personal Lines and, since we’ve only tapped into about two percent of the market, we have a long runway in front of us. Commercial Lines is another market where we plan to expand, and we’re excited to see how we can leverage a forthcoming business owners policy (BOP) offering.

We believe the room to grow with our agents is substantial. How do we go about this? It all starts with unlocking the potential we’ve developed between our agents and our Agency sales teams, starting with the strong relationships we have built - together. The Agency Distribution team has been analyzing and optimizing sales systems and organizational effectiveness to prepare for growth. This look inward made it clear that we have a solid foundation to build upon, but we need to evolve and change how we draw upon our existing resources to nurture established agency relationships, cultivate growth in addressable markets, and take advantage of improving technology.

Our new Portfolio quoting system is a great example of our partnership at work. We worked directly with agents on the design of the platform - bringing agents in for focus groups and watching how they worked in their offices. We’re proud that we were able to truly work together to deliver an agent-informed, agent-tested business solution - and not surprisingly, we’re hearing great feedback. As one agent told us, “Portfolio makes it easier to offer additional protection and the opportunity to talk to my customers about a variety of products to make sure we can cover all their needs.”

Moving forward, success means we’ll defend our lead in the auto market and grow in addressable markets, while continuing to build relationships with small, medium, and large agencies. Over the next several years, we’ll continue to plan, collaborate, and gather data that will help us better engage agents, gauge progress, and win together in the independent agency channel.

Lastly, I want to take a moment to sincerely thank all of the independent agents that choose Progressive for their customers. You have our commitment that we’ll continue to invest in the channel, technology advances, and service in order to enable growth for decades to come - together.

/s/ Tricia Griffith

Tricia Griffith

President and Chief Executive Officer

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2019 shares
Document Document And Entity Information [Abstract]
Entity Registrant Name	PROGRESSIVE CORP/OH/
Entity Central Index Key	0000080661
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding	583,985,804
Trading Symbol	PGR
Entity Small Business	false
Entity Emerging Growth Company	false

XML

Consolidated Statements of Comprehensive Income - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenues
Net premiums earned	$ 8,459.8	$ 7,174.0
Investment income	252.9	166.3
Net realized gains (losses) on securities:
Gross Realized Gain (Loss), excluding Holding Period and OTTI	46.1	107.0
Net Holding Period Realized Gain (Loss)	392.7	(155.2)
Other than Temporary Impairment Losses, Investments, Portion Recognized in Earnings, Net	(24.3)	0.0
Total net realized gains (losses) on securities	414.5	(48.2)
Fees and other revenues	130.2	103.8
Service revenues	42.6	34.2
Total revenues	9,300.0	7,430.1
Expenses
Losses and loss adjustment expenses	5,759.0	4,870.8
Policy acquisition costs	710.6	596.2
Other underwriting expenses	1,171.2	980.2
Investment expenses	6.2	6.0
Service expenses	38.1	29.3
Interest expense	47.4	36.8
Total expenses	7,732.5	6,519.3
Net Income
Income before income taxes	1,567.5	910.8
Provision for income taxes	484.7	181.0
Net income	1,082.8	729.8
Net (income) loss attributable to noncontrolling interest (NCI)	(4.4)	(11.8)
Net income attributable to Progressive	1,078.4	718.0
Other Comprehensive Income (Loss)
Total net unrealized gains (losses) on fixed-maturity securities	301.1	(154.5)
Net unrealized losses on forecasted transactions	0.2	0.2
Other comprehensive income (loss)	301.3	(154.3)
Other comprehensive (income) loss attributable to NCI	(2.3)	4.0
Comprehensive income attributable to Progressive	1,377.4	567.7
Computation of Earnings Per Common Share
Net income attributable to Progressive	1,078.4	718.0
Less: Preferred share dividends	6.7	1.2
Net Income (Loss) Available to Common Stockholders, Basic	$ 1,071.7	$ 716.8
Average common shares outstanding - Basic	583.5	582.0
Net effect of dilutive stock-based compensation	3.1	3.6
Total average equivalent common shares - Diluted	586.6	585.6
Basic: Earnings per common share	$ 1.84	$ 1.23
Diluted: Earnings per common share	$ 1.83	$ 1.22

XML

Consolidated Balance Sheets - USD ($) $ in Millions		Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018
Assets
Fixed maturities (amortized cost: $27,574.5, $22,627.2, and $28,255.9)		$ 27,821.9	$ 28,111.5	$ 22,420.1
Short-term investments (amortized cost: $2,584.7, $3,052.4, and $1,795.9)		2,584.7	1,795.9	3,052.4
Total available-for-sale securities		30,406.6	29,907.4	25,472.5
Nonredeemable preferred stocks (cost: $1,021.1, $659.6, and $1,002.6)		1,095.4	1,033.9	745.9
Common equities (cost: $1,194.3, $1,265.5, and $1,148.9)		3,010.5	2,626.1	3,033.2
Total equity securities		4,105.9	3,660.0	3,779.1
Total investments		34,512.5	33,567.4	29,251.6
Cash and cash equivalents		158.0	69.5	190.1
Restricted cash		0.7	5.5	6.5
Cash and cash equivalents		158.7	75.0	196.6
Accrued investment income		172.1	190.8	139.2
Premiums receivable, net of allowance for doubtful accounts of $236.9, $205.4, and $252.1		7,189.8	6,497.1	6,043.8
Reinsurance recoverables		2,842.8	2,696.1	2,239.1
Prepaid reinsurance premiums		446.7	309.7	342.8
Deferred acquisition costs		999.1	951.6	842.3
Property and equipment, net of accumulated depreciation of $1,064.9, $973.8, and $1,033.2		1,127.3	1,131.7	1,112.0
Goodwill		452.7	452.7	452.7
Intangible assets, net of accumulated amortization of $265.6, $193.7, and $247.7		276.7	294.6	348.6
Net deferred income taxes		0.0	43.2	0.0
Other assets		671.9	365.1	362.2
Total assets		48,850.3	46,575.0	41,330.9
Liabilities
Unearned premiums		11,603.6	10,686.5	9,837.8
Loss and loss adjustment expense reserves		15,876.6	15,400.8	13,329.0
Net deferred income taxes		38.5	0.0	53.2
Accounts payable, accrued expenses, and other liabilities		4,594.3	5,046.5	3,414.3
Debt	[1]	4,405.4	4,404.9	3,859.2
Total liabilities		36,518.4	35,538.7	30,493.5
Redeemable noncontrolling interest (NCI)	[2]	221.2	214.5	514.2
Shareholders’ Equity
Serial Preferred Shares, Series B, no par value (cumulative, liquidation preference $1,000 per share) (authorized, issued, and outstanding 0.5)		493.9	493.9	493.9
Common shares, $1.00 par value (authorized 900.0; issued 797.5, including treasury shares of 213.5, 215.1, and 214.3)		584.0	583.2	582.4
Paid-in capital		1,496.6	1,479.0	1,401.6
Retained earnings		9,358.1	8,386.6	8,017.9
Accumulated other comprehensive income (loss):
Net unrealized gains (losses) on fixed-maturity securities		195.5	(105.6)	(160.8)
Net unrealized losses on forecasted transactions		(17.0)	(17.2)	(17.8)
Accumulated other comprehensive (income) loss attributable to NCI		(0.4)	1.9	6.0
Total accumulated other comprehensive income (loss) attributable to Progressive		178.1	(120.9)	(172.6)
Total shareholders’ equity		12,110.7	10,821.8	10,323.2
Total liabilities, redeemable NCI, and shareholders’ equity		$ 48,850.3	$ 46,575.0	$ 41,330.9

[1] Consists of long-term debt. See Note 4 – Debt for further discussion.

[2] See Note 12 – Redeemable Noncontrolling Interest for further discussion.

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018
Fixed maturities, amortized cost	$ 27,574.5	$ 28,255.9	$ 22,627.2
Nonredeemable preferred stocks, cost	1,021.1	1,002.6	659.6
Common equities, cost	1,194.3	1,148.9	1,265.5
Short-term investments, amortized cost	2,584.7	1,795.9	3,052.4
Premiums receivable, allowance for doubtful accounts	236.9	252.1	205.4
Intangible Assets, Accumulated Amortization	265.6	247.7	193.7
Property and equipment, accumulated depreciation	$ 1,064.9	$ 1,033.2	$ 973.8
Common Shares, par value (USD per share)	$ 1.00	$ 1.00	$ 1.00
Common Shares, authorized (shares)	900,000,000	900,000,000.0	900,000,000
Common Shares, issued (shares)	797,500,000	797,500,000	797,500,000
Common Shares, treasury shares (shares)	213,500,000	214,300,000	215,100,000
Serial Preferred Stock
Preferred Stock, Shares Authorized (shares)	20,000,000	20,000,000	20,000,000
Series B Preferred Stock
Preferred Stock, Shares Outstanding (shares)	500,000
Preferred Stock, Liquidation Preference Per Share (USD per share)	$ 1,000
Series B Preferred Stock | Serial Preferred Stock
Preferred Stock, No Par Value	$ 0	$ 0	$ 0
Preferred Stock, Shares Authorized (shares)	500,000.0	500,000.0	500,000.0
Preferred Stock, Shares Issued (shares)	500,000.0	500,000.0	500,000.0
Preferred Stock, Shares Outstanding (shares)	500,000.0	500,000.0	500,000.0
Preferred Stock, Liquidation Preference Per Share (USD per share)	$ 1,000	$ 1,000	$ 1,000

XML

Consolidated Statements of Changes in Shareholders' Equity Statement - USD ($) $ in Millions	Total	Serial Preferred Stock	Preferred Shares, No Par Value	Common Shares, $1.00 Par Value	Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss) Attributable to Progressive	Series B Preferred Stock	Series B Preferred Stock Serial Preferred Stock	Voting Preference Shares
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative effect of change in accounting principle	$ 1,300.2
Reclassification of disproportionate tax effects	$ 4.3
Common Stock, Dividends, Per Share, Declared	$ 0.0000
Preferred Stock, Dividends Per Share, Declared									$ 0.000
Balance, Beginning of period at Dec. 31, 2017			$ 0.0	$ 581.7	$ 1,389.2	$ 6,031.7	$ 1,282.2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Serial Preferred Shares, Series B			493.9
Treasury shares purchased				(0.7)	(1.6)	(34.9)
Net restricted equity awards issued/vested				1.4	(1.4)
Amortization of equity-based compensation					17.2
Reinvested dividends on restricted stock units					(0.5)	0.5
Adjustment to carrying amount of redeemable noncontrolling interest	$ 1.3				(1.3)
Net income attributable to Progressive	718.0					718.0
Cash dividends declared on common shares ($0.10 per share and $0)						0.0
Cash dividends declared on Serial Preferred Shares, Series B ($26.875 per share and $0)						0.0
Attributable to noncontrolling interest	4.0						4.0
Other comprehensive income							(154.3)
Other, net						(1.9)
Balance, End of period at Mar. 31, 2018	10,323.2		493.9	582.4	1,401.6	8,017.9	(172.6)
Balance, Beginning of period at Dec. 31, 2017			0.0	581.7	1,389.2	6,031.7	1,282.2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adjustment to carrying amount of redeemable noncontrolling interest	(2.8)
Attributable to noncontrolling interest	3.3
Balance, End of period at Dec. 31, 2018	$ 10,821.8		493.9	583.2	1,479.0	8,386.6	(120.9)
Preferred Stock, No Par Value									$ 0
Preferred Stock, Shares Authorized (shares)		20,000,000							500,000.0	5,000,000.0
Preferred Stock, Shares Issued (shares)									500,000.0	0
Common Shares, par value (USD per share)	$ 1.00
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative effect of change in accounting principle | Accounting Standards Update 2016-01						1,300.2	(1,300.2)
Reclassification of disproportionate tax effects | Accounting Standards Update 2018-02						4.3	(4.3)
Preferred Stock, No Par Value									$ 0
Preferred Stock, Shares Authorized (shares)		20,000,000							500,000.0
Preferred Stock, Shares Issued (shares)									500,000.0
Common Shares, par value (USD per share)	1.00
Common Stock, Dividends, Per Share, Declared	$ 0.10
Preferred Stock, Dividends Per Share, Declared								$ 26.875	$ 26.875
Issuance of Serial Preferred Shares, Series B			0.0
Treasury shares purchased				(0.4)	(1.1)	(24.6)
Net restricted equity awards issued/vested				1.2	(1.2)
Amortization of equity-based compensation					19.6
Reinvested dividends on restricted stock units					0.3	(0.3)
Adjustment to carrying amount of redeemable noncontrolling interest	$ 0.0				0.0
Net income attributable to Progressive	1,078.4					1,078.4
Cash dividends declared on common shares ($0.10 per share and $0)						58.3
Cash dividends declared on Serial Preferred Shares, Series B ($26.875 per share and $0)						(13.4)		$ (13.4)
Attributable to noncontrolling interest	(2.3)						(2.3)
Other comprehensive income							301.3
Other, net						(10.3)
Balance, End of period at Mar. 31, 2019	$ 12,110.7		$ 493.9	$ 584.0	$ 1,496.6	9,358.1	178.1
Preferred Stock, No Par Value									$ 0
Preferred Stock, Shares Authorized (shares)		20,000,000							500,000.0	5,000,000.0
Preferred Stock, Shares Issued (shares)									500,000.0	0
Common Shares, par value (USD per share)	$ 1.00
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative effect of change in accounting principle | Accounting Standards Update 2016-01						0.0	0.0
Reclassification of disproportionate tax effects | Accounting Standards Update 2018-02						$ 0.0	$ 0.0

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Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement of Cash Flows [Abstract]
Net income	$ 1,082.8	$ 729.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	52.6	40.9
Amortization of intangible assets	17.9	18.0
Net amortization of fixed-income securities	0.2	15.0
Amortization of equity-based compensation	19.2	17.4
Net realized (gains) losses on securities	(414.5)	48.2
Net (gains) losses on disposition of property and equipment	5.1	1.2
Changes in:
Premiums receivable	(692.7)	(621.3)
Reinsurance recoverables	(146.7)	34.3
Prepaid reinsurance premiums	(137.0)	(139.5)
Deferred acquisition costs	(47.5)	(61.8)
Income taxes	465.2	181.1
Unearned premiums	917.1	934.3
Loss and loss adjustment expense reserves	475.8	242.1
Accounts payable, accrued expenses, and other liabilities	291.5	283.2
Other, net	(20.5)	24.2
Net cash provided by operating activities	1,868.5	1,747.1
Purchases:
Fixed maturities	(4,711.1)	(5,563.0)
Equity securities	(93.6)	(39.9)
Sales:
Fixed maturities	4,214.7	1,692.4
Equity securities	39.0	428.0
Maturities, paydowns, calls, and other:
Fixed maturities	1,199.7	1,422.6
Net sales (purchases) of short-term investments	(774.1)	(175.8)
Net unsettled security transactions	(82.4)	89.4
Purchases of property and equipment	(75.8)	(35.8)
Sales of property and equipment	6.2	1.5
Net cash used in investing activities	(277.4)	(2,180.6)
Cash Flows From Financing Activities
Dividends paid to common shareholders	(1,467.9)	(654.9)
Dividends paid to preferred shareholders	(13.4)	0.0
Acquisition of treasury shares for restricted stock tax liabilities	(26.1)	(36.8)
Acquisition of treasury shares acquired in open market	0.0	(0.4)
Net proceeds from issuance of Serial Preferred Shares, Series B	0.0	493.9
Net proceeds from debt issuances	0.0	589.5
Payments of debt	0.0	(37.1)
Proceeds from exercise of equity options	0.0	0.6
Net cash provided by (used in) financing activities	(1,507.4)	354.8
Increase (decrease) in cash, cash equivalents, and restricted cash	83.7	(78.7)
Cash, cash equivalents, and restricted cash – January 1	75.0	275.3
Cash, cash equivalents, and restricted cash – March 31	$ 158.7	$ 196.6

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Basis of Presentation

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation — The accompanying consolidated financial statements include the accounts of The Progressive Corporation and ARX Holding Corp. (ARX), and their respective wholly owned insurance and non-insurance subsidiaries and affiliates in which Progressive or ARX has a controlling financial interest. The Progressive Corporation owned 86.8% of the outstanding capital stock of ARX at March 31, 2019 and December 31, 2018 and 68.9% at March 31, 2018. The increase in Progressive’s ownership of ARX since March 31, 2018 is primarily due to the minority ARX shareholders exercising their rights to “put” a portion of their shares, including exercised stock options to Progressive pursuant to the ARX stockholders’ agreement. See Note 12 – Redeemable Noncontrolling Interest for further discussion.

The consolidated financial statements reflect all normal recurring adjustments that, in the opinion of management, were necessary for a fair statement of the results for the interim periods presented. The results of operations for the period ended March 31, 2019, are not necessarily indicative of the results expected for the full year. These consolidated financial statements and the notes thereto should be read in conjunction with Progressive’s audited financial statements and accompanying notes included in Exhibit 13 to our Annual Report on Form 10-K for the year ended December 31, 2018 (“2018 Annual Report to Shareholders”).

Other assets on the consolidated balance sheets include properties that are considered “held for sale,” if any. The fair value of these properties, less the estimated cost to sell them, was $52.6 million at March 31, 2019, $5.3 million at March 31, 2018, and $39.3 million at December 31, 2018.

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Investments

3 Months Ended

Mar. 31, 2019

Investments Schedule [Abstract]

Investments

Investments — The following tables present the composition of our investment portfolio by major security type, consistent with our classification of how we manage, monitor, and measure the portfolio. Our securities are reported in our Consolidated Balance Sheets at fair value. The changes in fair value for our fixed-maturity securities (other than hybrid securities) are reported as a component of accumulated other comprehensive income, net of deferred income taxes, in our Consolidated Balance Sheets. The net holding period gains (losses) reported below represent the inception-to-date changes in fair value. The changes in the net holding period gains (losses) between periods for the hybrid securities and equity securities are recorded as a component of net realized gains (losses) on securities in our Consolidated Statements of Comprehensive Income.

($ in millions)	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Net Holding Period Gains (Losses)			Fair Value		% of Total Fair Value
March 31, 2019
Available-for-sale securities:
Fixed maturities:
U.S. government obligations	$	9,685.6	$	105.5	$	(20.6	)	$	0		$	9,770.5	28.3	%
State and local government obligations	1,505.5		15.4		(5.1		)	0			1,515.8		4.4
Corporate debt securities	7,870.1		126.3		(19.0		)	0.6			7,978.0		23.1
Residential mortgage-backed securities	609.9		5.7		(2.6		)	0			613.0		1.8
Commercial mortgage-backed securities	3,825.6		35.9		(7.9		)	0			3,853.6		11.2
Other asset-backed securities	3,834.2		10.0		(4.5		)	0.1			3,839.8		11.1
Redeemable preferred stocks	243.6		9.0		(1.2		)	(0.2		)	251.2		0.7
Total fixed maturities	27,574.5		307.8		(60.9		)	0.5			27,821.9		80.6
Short-term investments	2,584.7		0		0			0			2,584.7		7.5
Total available-for-sale securities	30,159.2		307.8		(60.9		)	0.5			30,406.6		88.1
Equity securities:
Nonredeemable preferred stocks	1,021.1		0		0			74.3			1,095.4		3.2
Common equities	1,194.3		0		0			1,816.2			3,010.5		8.7
Total equity securities	2,215.4		0		0			1,890.5			4,105.9		11.9
Total portfolio1,2	$	32,374.6	$	307.8	$	(60.9	)	$	1,891.0		$	34,512.5	100.0	%

($ in millions)	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Net Holding Period Gains (Losses)			Fair Value		% of Total Fair Value
March 31, 2018
Available-for-sale securities:
Fixed maturities:
U.S. government obligations	$	9,081.6	$	3.9	$	(127.4	)	$	0		$	8,958.1	30.6	%
State and local government obligations	1,732.3		4.3		(16.4		)	(0.1		)	1,720.1		5.9
Corporate debt securities	6,102.6		4.8		(64.8		)	(1.5		)	6,041.1		20.7
Residential mortgage-backed securities	746.7		9.9		(4.8		)	0			751.8		2.6
Commercial mortgage-backed securities	2,289.8		4.5		(24.8		)	0			2,269.5		7.8
Other asset-backed securities	2,472.4		2.4		(12.9		)	0.2			2,462.1		8.4
Redeemable preferred stocks	201.8		18.6		(1.4		)	(1.6		)	217.4		0.7
Total fixed maturities	22,627.2		48.4		(252.5		)	(3.0		)	22,420.1		76.7
Short-term investments	3,052.4		0		0			0			3,052.4		10.4
Total available-for-sale securities	25,679.6		48.4		(252.5		)	(3.0		)	25,472.5		87.1
Equity securities:
Nonredeemable preferred stocks	659.6		0		0			86.3			745.9		2.5
Common equities	1,265.5		0		0			1,767.7			3,033.2		10.4
Total equity securities	1,925.1		0		0			1,854.0			3,779.1		12.9
Total portfolio1,2	$	27,604.7	$	48.4	$	(252.5	)	$	1,851.0		$	29,251.6	100.0	%

($ in millions)	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Net Holding Period Gains (Losses)			Fair Value		% of Total Fair Value
December 31, 2018
Available-for-sale securities:
Fixed maturities:
U.S. government obligations	$	9,897.4	$	71.2	$	(52.1	)	$	0		$	9,916.5	29.5	%
State and local government obligations	1,654.6		7.3		(12.8		)	0			1,649.1		4.9
Corporate debt securities	8,808.5		13.6		(125.3		)	(2.5		)	8,694.3		25.9
Residential mortgage-backed securities	733.5		6.0		(5.1		)	0			734.4		2.2
Commercial mortgage-backed securities	3,332.8		7.8		(39.0		)	0			3,301.6		9.8
Other asset-backed securities	3,585.4		3.6		(11.8		)	0.1			3,577.3		10.7
Redeemable preferred stocks	243.7		5.9		(3.5		)	(7.8		)	238.3		0.7
Total fixed maturities	28,255.9		115.4		(249.6		)	(10.2		)	28,111.5		83.7
Short-term investments	1,795.9		0		0			0			1,795.9		5.4
Total available-for-sale securities	30,051.8		115.4		(249.6		)	(10.2		)	29,907.4		89.1
Equity securities:
Nonredeemable preferred stocks	1,002.6		0		0			31.3			1,033.9		3.1
Common equities	1,148.9		0		0			1,477.2			2,626.1		7.8
Total equity securities	2,151.5		0		0			1,508.5			3,660.0		10.9
Total portfolio1,2	$	32,203.3	$	115.4	$	(249.6	)	$	1,498.3		$	33,567.4	100.0	%

¹Our portfolio reflects the effect of unsettled security transactions; at March 31, 2019, we had $76.5 million included in “other assets,” compared to $83.6 million and $5.9 million at March 31, 2018 and December 31, 2018, respectively, included in “other liabilities.”

²The total fair value of the portfolio at March 31, 2019 and 2018, and December 31, 2018, included $1.2 billion, $2.1 billion, and $2.9 billion, respectively, of securities held in a consolidated, non-insurance subsidiary of the holding company, net of any unsettled security transactions.

At March 31, 2019, bonds and certificates of deposit in the principal amount of $250.7 million were on deposit to meet state insurance regulatory and/or rating agency requirements.

Short-Term Investments Our short-term investments may include commercial paper and other investments that are expected to mature or are redeemable within one year.

We did not have any open repurchase or reverse repurchase transactions in our short-term investment portfolio at March 31, 2019 and 2018, or December 31, 2018. To the extent we enter into repurchase or reverse repurchase transactions, and consistent with past practice, we would elect not to offset these transactions and would report them on a gross basis on our balance sheets, despite the option to elect to offset these transactions as long as they were with the same counterparty and subject to an enforceable master netting arrangement.

Hybrid Securities Included in our fixed-maturity securities are hybrid securities, which are reported at fair value:

	March 31,
(millions)	2019		2018		December 31, 2018
Fixed maturities:
State and local government obligations	$	3.6	$	3.7	$	3.6
Corporate debt securities	161.7		86.4		158.9
Other asset-backed securities	4.0		6.1		4.5
Redeemable preferred stocks	85.4		37.8		77.7
Total hybrid securities	$	254.7	$	134.0	$	244.7

Certain securities in our portfolio are accounted for as hybrid securities because they contain embedded derivatives that are not deemed to be clearly and closely related to the host investments. Since the embedded derivatives (e.g., change-in-control put option, debt-to-equity conversion, or any other feature unrelated to the credit quality or risk of default of the issuer that could impact the amount or timing of our expected future cash flows) do not have observable intrinsic values, we have elected to record the changes in fair value of these securities through income as realized gains or losses.

Fixed Maturities The composition of fixed maturities by maturity at March 31, 2019, was:

(millions)	Cost		Fair Value
Less than one year	$	4,929.9	$	4,934.2
One to five years	16,765.4		16,878.8
Five to ten years	5,818.5		5,945.9
Ten years or greater	60.7		63.0
Total	$	27,574.5	$	27,821.9

Asset-backed securities are classified in the maturity distribution table based upon their projected cash flows. All other securities which do not have a single maturity date are reported based upon expected average maturity. Contractual maturities may differ from expected maturities because the issuers of the securities may have the right to call or prepay obligations.

Gross Unrealized Losses As of March 31, 2019, we had $60.9 million of gross unrealized losses in our fixed-maturity securities. A review of these securities indicated that the issuers were current with respect to their interest obligations and that there was no evidence of deterioration of the current cash flow projections that would indicate we would not receive the remaining principal at maturity.

The following tables show the composition of gross unrealized losses by major security type and by the length of time that individual securities have been in a continuous unrealized loss position:

	Total No. of Sec.	Total Fair Value		Gross Unrealized Losses			Less than 12 Months						12 Months or Greater
($ in millions)							No. of Sec.	Fair Value		Unrealized Losses			No. of Sec.	Fair Value		Unrealized Losses
March 31, 2019
Fixed maturities:
U.S. government obligations	42	$	3,174.0	$	(20.6	)	1	$	19.9	$	(0.1	)	41	$	3,154.1	$	(20.5	)
State and local government obligations	162	567.2		(5.1		)	10	31.4		0			152	535.8		(5.1		)
Corporate debt securities	153	2,555.7		(19.0		)	11	175.9		(1.1		)	142	2,379.8		(17.9		)
Residential mortgage-backed securities	63	299.4		(2.6		)	15	139.1		(1.1		)	48	160.3		(1.5		)
Commercial mortgage-backed securities	76	1,294.3		(7.9		)	13	229.1		(0.9		)	63	1,065.2		(7.0		)
Other asset-backed securities	142	1,294.0		(4.5		)	27	296.5		(0.7		)	115	997.5		(3.8		)
Redeemable preferred stocks	2	31.1		(1.2		)	0	0		0			2	31.1		(1.2		)
Total fixed maturities	640	$	9,215.7	$	(60.9	)	77	$	891.9	$	(3.9	)	563	$	8,323.8	$	(57.0	)

	Total No. of Sec.	Total Fair Value		Gross Unrealized Losses			Less than 12 Months						12 Months or Greater
($ in millions)							No. of Sec.	Fair Value		Unrealized Losses			No. of Sec.	Fair Value		Unrealized Losses
March 31, 2018
Fixed maturities:
U.S. government obligations	64	$	7,933.8	$	(127.4	)	37	$	5,954.6	$	(90.7	)	27	$	1,979.2	$	(36.7	)
State and local government obligations	426	1,263.7		(16.4		)	301	890.2		(9.5		)	125	373.5		(6.9		)
Corporate debt securities	348	5,082.9		(64.8		)	290	4,515.1		(56.1		)	58	567.8		(8.7		)
Residential mortgage-backed securities	211	329.3		(4.8		)	36	112.8		(0.5		)	175	216.5		(4.3		)
Commercial mortgage-backed securities	131	1,974.8		(24.8		)	89	1,510.5		(16.2		)	42	464.3		(8.6		)
Other asset-backed securities	208	1,958.5		(12.9		)	129	1,439.1		(8.7		)	79	519.4		(4.2		)
Redeemable preferred stocks	3	26.8		(1.4		)	2	15.3		(0.4		)	1	11.5		(1.0		)
Total fixed maturities	1,391	$	18,569.8	$	(252.5	)	884	$	14,437.6	$	(182.1	)	507	$	4,132.2	$	(70.4	)

	Total No. of Sec.	Total Fair Value		Gross Unrealized Losses			Less than 12 Months						12 Months or Greater
($ in millions)							No. of Sec.	Fair Value		Unrealized Losses			No. of Sec.	Fair Value		Unrealized Losses
December 31, 2018
Fixed maturities:
U.S. government obligations	51	$	4,438.0	$	(52.1	)	2	$	126.6	$	(0.1	)	49	$	4,311.4	$	(52.0	)
State and local government obligations	299	972.4		(12.8		)	49	192.7		(0.3		)	250	779.7		(12.5		)
Corporate debt securities	368	6,723.3		(125.3		)	133	2,613.3		(33.4		)	235	4,110.0		(91.9		)
Residential mortgage-backed securities	228	450.2		(5.1		)	32	248.8		(0.8		)	196	201.4		(4.3		)
Commercial mortgage-backed securities	140	2,328.5		(39.0		)	48	741.2		(8.9		)	92	1,587.3		(30.1		)
Other asset-backed securities	203	2,691.3		(11.8		)	84	1,551.7		(3.2		)	119	1,139.6		(8.6		)
Redeemable preferred stocks	3	48.5		(3.5		)	1	18.9		(0.6		)	2	29.6		(2.9		)
Total fixed maturities	1,292	$	17,652.2	$	(249.6	)	349	$	5,493.2	$	(47.3	)	943	$	12,159.0	$	(202.3	)

Since both March 31, 2018 and December 31, 2018, the number of securities in our fixed-maturity portfolio with unrealized losses decreased, primarily due to valuation increases in nearly all sectors as well as sales of securities in our municipal and corporate portfolios. We had no material decreases in valuation as a result of credit rating downgrades and all of the securities in the table above are current with respect to required principal and interest payments.

Other-Than-Temporary Impairment (OTTI) The following table shows the total non-credit portion of the OTTI recorded in accumulated other comprehensive income, reflecting the original non-credit loss at the time the credit impairment was determined (i.e., unadjusted for valuation changes subsequent to the original write-down):

 

	March 31,						December 31, 2018
(millions)	2019			2018
Fixed maturities:
Residential mortgage-backed securities	$	(19.7	)	$	(19.7	)	$	(19.7	)
Commercial mortgage-backed securities	(0.1		)	(0.3		)	(0.1		)
Total fixed maturities	$	(19.8	)	$	(20.0	)	$	(19.8	)

The following tables provide rollforwards of the amounts related to credit losses recognized in earnings for the periods ended March 31, 2019 and 2018, for which a portion of the OTTI losses were also recognized in accumulated other comprehensive income at the time the credit impairments were determined and recognized: 

	Three Months Ended March 31, 2019
	Mortgage-Backed
(millions)	Residential		Commercial		Total
Balance at December 31, 2018	$	0	$	0.5	$	0.5
Change in recoveries of future cash flows expected to be collected1	0		0		0
Balance at March 31, 2019	$	0	$	0.5	$	0.5

	Three Months Ended March 31, 2018
	Mortgage-Backed
(millions)	Residential		Commercial		Total
Balance at December 31, 2017	$	0	$	0.5	$	0.5
Change in recoveries of future cash flows expected to be collected1	0		0		0
Balance at March 31, 2018	$	0	$	0.5	$	0.5

¹Reflects the current period change in the expected recovery of prior impairments that will be accreted into income over the remaining life of the security.

Although it is not likely that we will be required to sell the securities prior to the recovery of their respective cost bases (which could be maturity), we are required to measure the amount of potential credit losses on the securities that were in an unrealized loss position. In that process, we considered a number of factors and inputs related to the individual securities. The methodology and significant inputs used to measure the amount of credit losses in our portfolio included: current performance indicators on the business model or underlying assets (e.g., delinquency rates, foreclosure rates, and default rates); credit support (via current levels of subordination); historical credit ratings; and updated cash flow expectations based upon these performance indicators. In order to determine the amount of credit loss, if any, the net present value of the cash flows expected (i.e., expected recovery value) was calculated using the current book yield for each security, and was compared to its current amortized value. In the event that the net present value was below the amortized value, a credit loss would be deemed to exist, and the security would be written down. We did not have any credit impairment write-downs for the three months ended March 31, 2019 or 2018.

Realized Gains (Losses) The components of net realized gains (losses) for the three months ended March 31, were:

	Three Months
(millions)	2019			2018
Gross realized gains on security sales
Available-for-sale securities:
U.S. government obligations	$	36.6		$	0
State and local government obligations	1.6			8.6
Corporate and other debt securities	16.1			0.1
Commercial mortgage-backed securities	0.7			1.7
Redeemable preferred stocks	0			1.1
Total available-for-sale securities	55.0			11.5
Equity securities:
Nonredeemable preferred stocks	4.9			3.6
Common equities	4.5			119.9
Total equity securities	9.4			123.5
Subtotal gross realized gains on security sales	64.4			135.0
Gross realized losses on security sales
Available-for-sale securities:
U.S. government obligations	(7.1		)	(8.9		)
State and local government obligations	(0.6		)	(1.3		)
Corporate and other debt securities	(6.1		)	(3.1		)
Residential mortgage-backed securities	(2.3		)	0
Commercial mortgage-backed securities	(2.1		)	(6.3		)
Other asset-backed securities	(0.1		)	(0.1		)
Total available-for-sale securities	(18.3		)	(19.7		)
Equity securities:
Nonredeemable preferred stocks	0			(0.4		)
Common equities	0			(7.9		)
Total equity securities	0			(8.3		)
Subtotal gross realized losses on security sales	(18.3		)	(28.0		)
Net realized gains (losses) on security sales
Available-for-sale securities:
U.S. government obligations	29.5			(8.9		)
State and local government obligations	1.0			7.3
Corporate and other debt securities	10.0			(3.0		)
Residential mortgage-backed securities	(2.3		)	0
Commercial mortgage-backed securities	(1.4		)	(4.6		)
Other asset-backed securities	(0.1		)	(0.1		)
Redeemable preferred stocks	0			1.1
Total available-for-sale securities	36.7			(8.2		)
Equity securities:
Nonredeemable preferred stocks	4.9			3.2
Common equities	4.5			112.0
Total equity securities	9.4			115.2
Subtotal net realized gains (losses) on security sales	46.1			107.0
Net holding period gains (losses)
Hybrid securities	10.7			(3.2		)
Equity securities	382.0			(152.0		)
Subtotal net holding period gains (losses)	392.7			(155.2		)
Other-than-temporary impairment losses
Other asset impairment	(24.3		)	0
Subtotal other-than-temporary impairment losses	(24.3		)	0
Total net realized gains (losses) on securities	$	414.5		$	(48.2	)

During both the first quarter 2019 and 2018, the majority of our net realized gains (losses) on securities were attributable to valuation changes on our equity and hybrid securities. During the first quarter 2019, we wrote down our remaining investment in three federal renewable energy tax credit fund investments, which were reported in “other assets” on the balance sheet, based on an analysis that our investments in those funds will not generate the cash flows that we anticipated. See Note 5 – Income Taxes for additional discussion.

The following table reflects our holding period realized gains (losses) on equity securities recognized for the three months ended March 31, 2019 and 2018 for equity securities held at quarter end:

	Three Months
(millions)	2019		2018
Total net gains (losses) recognized during the period on equity securities	$	391.4	$	(36.8	)
Less: Net gains (losses) recognized on equity securities sold during the period	9.4		115.2
Net holding period gains (losses) recognized during the period on equity securities held at period end	$	382.0	$	(152.0	)

Net Investment Income  The components of net investment income for the three months ended March 31, were: 

	Three Months
(millions)	2019			2018
Available-for-sale securities:
Fixed maturities:
U.S. government obligations	$	53.7		$	39.8
State and local government obligations	9.3			10.0
Corporate debt securities	77.2			36.2
Residential mortgage-backed securities	6.6			6.9
Commercial mortgage-backed securities	31.7			21.2
Other asset-backed securities	26.0			13.6
Redeemable preferred stocks	3.7			2.6
Total fixed maturities	208.2			130.3
Short-term investments	16.0			10.1
Total available-for-sale securities	224.2			140.4
Equity securities:
Nonredeemable preferred stocks	15.5			10.9
Common equities	13.2			15.0
Total equity securities	28.7			25.9
Investment income	252.9			166.3
Investment expenses	(6.2		)	(6.0		)
Net investment income	$	246.7		$	160.3

The amount of investment income (interest and dividends) we recognize varies based on the average assets held during the year and the book yields of the securities in our portfolio. The increase in net investment income on a year-over-year basis for the three months ended March 31, 2019, was due to a combination of an increase in average assets and an increase in portfolio yields. The increase in average assets was due to strong underwriting growth and profitability, as well as the proceeds from debt and preferred stock issuances during 2018, partially offset by our dividend payment during the first quarter 2019, under our former annual variable dividend policy. The increase in portfolio yields was a result of our decision to hold a short-duration portfolio, which allowed us to reinvest significant maturities and paydowns of principal at higher yields as interest rates rose. The portfolio duration at both March 31, 2019 and 2018 was 2.6 years.

Trading Securities At March 31, 2019 and 2018, and December 31, 2018, we did not hold any trading securities and did not have any net realized gains (losses) on trading securities for the three months ended March 31, 2019 and 2018.

Derivative Instruments

At March 31, 2019 and 2018, and December 31, 2018, we had no open derivative positions.

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Fair Value

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value

Fair Value — We have categorized our financial instruments, based on the degree of subjectivity inherent in the method by which they are valued, 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., U.S. government obligations, which are continually priced on a daily basis, active exchange-traded equity securities, and certain short-term securities).

• Level 2: Inputs (other than quoted prices included within Level 1) that are observable for the instrument either directly or indirectly (e.g., certain corporate and municipal bonds and certain preferred stocks). 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 our subjective evaluation about the assumptions market participants would use in pricing the financial instrument (e.g., certain structured securities and privately held investments).

Determining the fair value of the investment portfolio is the responsibility of management. As part of the responsibility, we evaluate whether a market is distressed or inactive in determining the fair value for our portfolio. We review certain market level inputs to evaluate whether sufficient activity, volume, and new issuances exist to create an active market. Based on this evaluation, we concluded that there was sufficient activity related to the sectors and securities for which we obtained valuations.

The composition of the investment portfolio by major security type and our outstanding debt was:

	Fair Value
(millions)	Level 1		Level 2		Level 3		Total		Cost
March 31, 2019
Fixed maturities:
U.S. government obligations	$	9,770.5	$	0	$	0	$	9,770.5	$	9,685.6
State and local government obligations	0		1,515.8		0		1,515.8		1,505.5
Corporate debt securities	0		7,978.0		0		7,978.0		7,870.1
Subtotal	9,770.5		9,493.8		0		19,264.3		19,061.2
Asset-backed securities:
Residential mortgage-backed	0		613.0		0		613.0		609.9
Commercial mortgage-backed	0		3,853.6		0		3,853.6		3,825.6
Other asset-backed	0		3,839.8		0		3,839.8		3,834.2
Subtotal asset-backed securities	0		8,306.4		0		8,306.4		8,269.7
Redeemable preferred stocks:
Financials	0		81.3		0		81.3		79.2
Utilities	0		0		0		0		0
Industrials	10.4		159.5		0		169.9		164.4
Subtotal redeemable preferred stocks	10.4		240.8		0		251.2		243.6
Total fixed maturities	9,780.9		18,041.0		0		27,821.9		27,574.5
Short-term investments	2,510.9		73.8		0		2,584.7		2,584.7
Total available-for-sale securities	12,291.8		18,114.8		0		30,406.6		30,159.2
Equity securities:
Nonredeemable preferred stocks:
Financials	69.6		955.0		25.1		1,049.7		976.1
Utilities	0		40.7		0		40.7		40.0
Industrials	0		0		5.0		5.0		5.0
Subtotal nonredeemable preferred stocks	69.6		995.7		30.1		1,095.4		1,021.1
Common equities:
Common stocks	3,010.2		0		0		3,010.2		1,194.0
Other risk investments	0		0		0.3		0.3		0.3
Subtotal common equities	3,010.2		0		0.3		3,010.5		1,194.3
Total equity securities	3,079.8		995.7		30.4		4,105.9		2,215.4
Total portfolio	$	15,371.6	$	19,110.5	$	30.4	$	34,512.5	$	32,374.6
Debt	$	0	$	4,734.8	$	0	$	4,734.8	$	4,405.4

	Fair Value
(millions)	Level 1		Level 2		Level 3		Total		Cost
March 31, 2018
Fixed maturities:
U.S. government obligations	$	8,958.1	$	0	$	0	$	8,958.1	$	9,081.6
State and local government obligations	0		1,720.1		0		1,720.1		1,732.3
Corporate debt securities	0		6,041.1		0		6,041.1		6,102.6
Subtotal	8,958.1		7,761.2		0		16,719.3		16,916.5
Asset-backed securities:
Residential mortgage-backed	0		751.8		0		751.8		746.7
Commercial mortgage-backed	0		2,269.5		0		2,269.5		2,289.8
Other asset-backed	0		2,462.1		0		2,462.1		2,472.4
Subtotal asset-backed securities	0		5,483.4		0		5,483.4		5,508.9
Redeemable preferred stocks:
Financials	0		64.0		0		64.0		61.2
Utilities	0		11.6		0		11.6		10.7
Industrials	0		141.8		0		141.8		129.9
Subtotal redeemable preferred stocks	0		217.4		0		217.4		201.8
Total fixed maturities	8,958.1		13,462.0		0		22,420.1		22,627.2
Short-term investments	2,569.5		482.9		0		3,052.4		3,052.4
Total available-for-sale securities	11,527.6		13,944.9		0		25,472.5		25,679.6
Equity securities:
Nonredeemable preferred stocks:
Financials	78.9		662.0		0		740.9		654.6
Utilities	0		0		0		0		0
Industrials	0		0		5.0		5.0		5.0
Subtotal nonredeemable preferred stocks	78.9		662.0		5.0		745.9		659.6
Common equities:
Common stocks	3,032.9		0		0		3,032.9		1,265.2
Other risk investments	0		0		0.3		0.3		0.3
Subtotal common equities	3,032.9		0		0.3		3,033.2		1,265.5
Total equity securities	3,111.8		662.0		5.3		3,779.1		1,925.1
Total portfolio	$	14,639.4	$	14,606.9	$	5.3	$	29,251.6	$	27,604.7
Debt	$	0	$	4,048.3	$	0	$	4,048.3	$	3,859.2

	Fair Value
(millions)	Level 1		Level 2		Level 3		Total		Cost
December 31, 2018
Fixed maturities:
U.S. government obligations	$	9,916.5	$	0	$	0	$	9,916.5	$	9,897.4
State and local government obligations	0		1,649.1		0		1,649.1		1,654.6
Corporate debt securities	0		8,694.3		0		8,694.3		8,808.5
Subtotal	9,916.5		10,343.4		0		20,259.9		20,360.5
Asset-backed securities:
Residential mortgage-backed	0		734.4		0		734.4		733.5
Commercial mortgage-backed	0		3,301.6		0		3,301.6		3,332.8
Other asset-backed	0		3,577.3		0		3,577.3		3,585.4
Subtotal asset-backed securities	0		7,613.3		0		7,613.3		7,651.7
Redeemable preferred stocks:
Financials	0		78.2		0		78.2		79.3
Utilities	0		0		0		0		0
Industrials	9.5		150.6		0		160.1		164.4
Subtotal redeemable preferred stocks	9.5		228.8		0		238.3		243.7
Total fixed maturities	9,926.0		18,185.5		0		28,111.5		28,255.9
Short-term investments	1,722.1		73.8		0		1,795.9		1,795.9
Total available-for-sale securities	11,648.1		18,259.3		0		29,907.4		30,051.8
Equity securities:
Nonredeemable preferred stocks:
Financials	71.9		887.1		25.1		984.1		951.6
Utilities	0		44.8		0		44.8		46.0
Industrials	0		0		5.0		5.0		5.0
Subtotal nonredeemable preferred stocks	71.9		931.9		30.1		1,033.9		1,002.6
Common equities:
Common stocks	2,625.8		0		0		2,625.8		1,148.6
Other risk investments	0		0		0.3		0.3		0.3
Subtotal common equities	2,625.8		0		0.3		2,626.1		1,148.9
Total equity securities	2,697.7		931.9		30.4		3,660.0		2,151.5
Total portfolio	$	14,345.8	$	19,191.2	$	30.4	$	33,567.4	$	32,203.3
Debt	$	0	$	4,532.3	$	0	$	4,532.3	$	4,404.9

Our portfolio valuations, excluding short-term investments, classified as either Level 1 or Level 2 in the above tables are priced exclusively by external sources, including: pricing vendors, dealers/market makers, and exchange-quoted prices.

Our short-term security holdings classified as Level 1 are highly liquid, actively marketed, and have a very short duration, primarily 90 days or less to redemption. These securities are held at their original cost, adjusted for any accretion of discount, since that value very closely approximates what an active market participant would be willing to pay for such securities. The remainder of our short-term securities are classified as Level 2 and are not priced externally since these securities continually trade at par value. These securities are classified as Level 2 since they are primarily longer-dated securities issued by municipalities that contain either liquidity facilities or mandatory put features within one year.

At March 31, 2019, vendor-quoted prices represented 77% of our Level 1 classifications (excluding short-term investments), compared to 75% and 79% at March 31, 2018 and December 31, 2018, respectively. The securities quoted by vendors in Level 1 primarily represent our holdings in U.S. Treasury Notes, which are frequently traded, and the quotes are considered similar to exchange-traded quotes. The balance of our Level 1 pricing comes from quotes obtained directly from trades made on active exchanges.

At March 31, 2019 and 2018, and December 31, 2018, vendor-quoted prices comprised 99% of our Level 2 classifications in each period (excluding short-term investments), while dealer-quoted prices represented the remaining 1%. In our process for selecting a source (e.g., dealer or pricing service) to provide pricing for securities in our portfolio, we reviewed documentation from the sources that detailed the pricing techniques and methodologies used by these sources and determined if their policies adequately considered market activity, either based on specific transactions for the particular security type or based on modeling of securities with similar credit quality, duration, yield, and structure that were recently transacted. Once a source is chosen, we continue to monitor any changes or modifications to their processes by reviewing their documentation on internal controls for pricing and market reviews. We review quality control measures of our sources as they become available to determine if any significant changes have occurred from period to period that might indicate issues or concerns regarding their evaluation or market coverage.

As part of our pricing procedures, we obtain quotes from more than one source to help us fully evaluate the market price of securities. However, our internal pricing policy is to use a consistent source for individual securities in order to maintain the integrity of our valuation process. Quotes obtained from the sources are not considered binding offers to transact. Under our policy, when a review of the valuation received from our selected source appears to be outside of what is considered market level activity (which is defined as trading at spreads or yields significantly different than those of comparable securities or outside the general sector level movement without a reasonable explanation), we may use an alternate source’s price. To the extent we determine that it may be prudent to substitute one source’s price for another, we will contact the initial source to obtain an understanding of the factors that may be contributing to the significant price variance, which often leads the source to adjust their pricing input data for future pricing.

To allow us to determine if our initial source is providing a price that is outside of a reasonable range, we review our portfolio pricing on a weekly basis. When necessary, we challenge prices from our sources when a price provided does not match our expectations based on our evaluation of market trends and activity. Initially, we perform a review of our portfolio by sector to identify securities whose prices appear outside of a reasonable range. We then perform a more detailed review of fair values for securities disclosed as Level 2. We review dealer bids and quotes for these and/or similar securities to determine the market level context for our valuations. We then evaluate inputs relevant for each class of securities disclosed in the preceding hierarchy tables.

For our structured debt securities, including commercial, residential, and asset-backed securities, we evaluate available market-related data for these and similar securities related to collateral, delinquencies, and defaults for historical trends and reasonably estimable projections, as well as historical prepayment rates and current prepayment assumptions and cash flow estimates. We further stratify each class of our structured debt securities into more finite sectors (e.g., planned amortization class, first pay, second pay, senior, subordinated, etc.) and use duration, credit quality, and coupon to determine if the fair value is appropriate.

For our corporate debt and preferred stock (redeemable and nonredeemable) portfolios, as well as the notes issued by The Progressive Corporation (see Note 4 – Debt), we review securities by duration, coupon, and credit quality, as well as changes in interest rate and credit spread movements within that stratification. The review also includes recent trades, including: volume traded at various levels that establish a market, issuer specific fundamentals, and industry specific economic news as it comes to light.

For our municipal securities (e.g., general obligations, revenue, and housing), we stratify the portfolio to evaluate securities by type, coupon, credit quality, and duration to review price changes relative to credit spread and interest rate changes. Additionally, we look to economic data as it relates to geographic location as an indication of price-to-call or maturity predictors. For municipal housing securities, we look to changes in cash flow projections, both historical and reasonably estimable projections, to understand yield changes and their effect on valuation.

Lastly, for our short-term securities, we look at acquisition price relative to the coupon or yield. Since our short-term securities are typically 90 days or less to maturity, with the majority listed in Level 2 being 30 days or less to redemption, we believe that acquisition price is the best estimate of fair value.

We also review data assumptions as supplied by our sources to determine if that data is relevant to current market conditions. In addition, we independently review each sector for transaction volumes, new issuances, and changes in spreads, as well as the overall movement of interest rates along the yield curve to determine if sufficient activity and liquidity exists to provide a credible source for our market valuations.

During each valuation period, we create internal estimations of portfolio valuation (performance returns), based on current market-related activity (i.e., interest rate and credit spread movements and other credit-related factors) within each major sector of our portfolio. We compare our internally generated portfolio results with those generated based on quotes we receive externally and research material valuation differences. We compare our results to index returns for each major sector adjusting

for duration and credit quality differences to better understand our portfolio’s results. Additionally, we review on a monthly basis our external sales transactions and compare the actual final market sales prices to previous market valuation prices. This review provides us further validation that our pricing sources are providing market level prices, since we are able to explain significant price changes (i.e., greater than 2%) as known events occur in the marketplace and affect a particular security’s price at sale.

This analysis provides us with additional comfort regarding the source’s process, the quality of its review, and its willingness to improve its analysis based on feedback from clients. We believe this effort helps ensure that we are reporting the most representative fair values for our securities.

Except as described below, our Level 3 securities are also priced externally; however, due to several factors (e.g., nature of the securities, level of activity, and lack of similar securities trading to obtain observable market level inputs), these valuations are more subjective in nature. Certain private equity investments and fixed-income investments included in the Level 3 category are valued using external pricing supplemented by internal review and analysis.

After all the valuations are received and our review is complete, if the inputs used by vendors are determined to not contain sufficient observable market information, we will reclassify the affected security valuations to Level 3. At March 31, 2019 and 2018, and December 31, 2018, we did not have any securities in our fixed-maturity portfolio listed as Level 3.

At March 31, 2019 and December 31, 2018, we held two private nonredeemable preferred securities with a combined value of $30.1 million that were priced internally, compared to one private nonredeemable preferred security with a value of $5.0 million that was priced internally at March 31, 2018. At March 31, 2019 and 2018, and December 31, 2018, we held one Level 3 other risk investment with a value of $0.3 million.

To the extent we receive prices from external sources for the Level 3 securities, we would review those prices for reasonableness using internally developed assumptions and then compare our derived prices to the prices we received. During 2019 and 2018, there were no material assets or liabilities measured at fair value on a nonrecurring basis. Based on our review, all prices received from external sources remained unadjusted. Due to the relative size of the Level 3 securities’ fair values compared to the total portfolio’s fair value, any changes in pricing methodology would not have a significant change in valuation that would materially impact net or comprehensive income.

The following tables provide a summary of changes in fair value associated with Level 3 assets for the three months ended March 31, 2019 and 2018:

	Level 3 Fair Value
(millions)	Fair Value at Dec. 31, 2018		Calls/ Maturities/ Paydowns		Purchases		Sales		Net Realized (Gain)/Loss on Sales		Change in Valuation		Net Transfers In (Out)		Fair Value at March 31, 2019
Equity securities:
Nonredeemable preferred stocks:
Financials	$	25.1	$	0	$	0	$	0	$	0	$	0	$	0	$	25.1
Industrials	5.0		0		0		0		0		0		0		5.0
Common equities:
Other risk investments	0.3		0		0		0		0		0		0		0.3
Total Level 3 securities	$	30.4	$	0	$	0	$	0	$	0	$	0	$	0	$	30.4

	Level 3 Fair Value
(millions)	Fair Value at Dec. 31, 2017		Calls/ Maturities/ Paydowns		Purchases		Sales		Net Realized (Gain)/Loss on Sales		Change in Valuation		Net Transfers In (Out)		Fair Value at March 31, 2018
Equity securities:
Nonredeemable preferred stocks:
Financials	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Industrials	5.0		0		0		0		0		0		0		5.0
Common equities:
Other risk investments	0.3		0		0		0		0		0		0		0.3
Total Level 3 securities	$	5.3	$	0	$	0	$	0	$	0	$	0	$	0	$	5.3

The following tables provide a summary of the quantitative information about Level 3 fair value measurements for our applicable securities at March 31, 2019 and 2018, and December 31, 2018:

	Quantitative Information about Level 3 Fair Value Measurements
($ in millions)	Fair Value at March 31, 2019		Valuation Technique	Unobservable Input	Unobservable Input Assumption
Equity securities:
Nonredeemable preferred stocks:
Financials1	$	25.1	internal price	unadjusted purchase price per share	9.0
Industrials2	5.0		internal price	price-to-sales ratio	5.5
Subtotal Level 3 securities	30.1
Pricing exemption securities3	0.3
Total Level 3 securities	$	30.4

¹The security was internally-priced since it is privately held. The security was purchased during December 2018 and the value at March 31, 2019 reflects the unadjusted purchase price per share.

² The security was internally-priced since it is privately held. The price at March 31, 2019, was calculated using a price-to-sales ratio.

³The unobservable input is not reasonably available to us.

	Quantitative Information about Level 3 Fair Value Measurements
($ in millions)	Fair Value at March 31, 2018		Valuation Technique	Unobservable Input	Unobservable Input Assumption
Equity securities:
Nonredeemable preferred stocks:
Financials	$	0	NA	NA	NA
Industrials1	5.0		internal price	unadjusted purchase price per share	3.9
Subtotal Level 3 securities	5.0
Pricing exemption securities2	0.3
Total Level 3 securities	$	5.3

NA= Not Available

¹The security was internally-priced since it is privately held. The value at March 31, 2018 reflects the unadjusted purchase price per share.

²The unobservable input is not reasonably available to us.

	Quantitative Information about Level 3 Fair Value Measurements
($ in millions)	Fair Value at Dec. 31, 2018		Valuation Technique	Unobservable Input	Unobservable Input Assumption
Equity securities:
Nonredeemable preferred stocks:
Financials1	$	25.1	internal price	unadjusted purchase price per share	9.0
Industrials2	5.0		internal price	price-to-sales ratio	5.5
Subtotal Level 3 securities	30.1
Pricing exemption securities3	0.3
Total Level 3 securities	$	30.4

¹The security was internally-priced since it is privately held. The security was purchased during December 2018 and the value at December 31, 2018 reflects the unadjusted purchase price per share.

² The security was internally-priced since it is privately held. The price at December 31, 2018, was calculated using a price-to-sales ratio.

³The unobservable input is not reasonably available to us.

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Debt

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Debt

Debt — Debt at each of the balance sheet periods consisted of:

 

	March 31, 2019				March 31, 2018				December 31, 2018
(millions)	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
3.75% Senior Notes due 2021	$	499.2	$	509.7	$	498.9	$	512.1	$	499.1	$	506.5
2.45% Senior Notes due 2027	496.6		475.6		496.2		458.3		496.5		455.5
6 5/8% Senior Notes due 2029	296.4		377.8		296.2		370.4		296.4		368.5
4.00% Senior Notes due 2029	544.6		587.9		0		0		544.5		562.4
6.25% Senior Notes due 2032	395.6		508.5		395.4		498.9		395.5		496.6
4.35% Senior Notes due 2044	346.6		371.6		346.5		360.2		346.6		350.2
3.70% Senior Notes due 2045	395.3		389.7		395.2		376.6		395.3		366.7
4.125% Senior Notes due 2047	841.4		885.4		841.3		858.6		841.4		831.9
4.20% Senior Notes due 2048	589.7		628.6		589.5		613.2		589.6		594.0
Total	$	4,405.4	$	4,734.8	$	3,859.2	$	4,048.3	$	4,404.9	$	4,532.3

The Progressive Corporation issued $550 million of 4.00% Senior Notes due 2029 (the “4.00% Senior Notes”) in October 2018, in an underwritten public offering. The net proceeds from the issuance, after deducting underwriters’ discounts, commissions, and other issuance costs, was $544.5 million. Consistent with the other senior notes issued by Progressive, interest on the 4.00% Senior Notes is payable semiannually, principal is due at maturity, and the note is redeemable, in whole or in part, at any time, subject to a treasury “make whole” provision.

During 2018, The Progressive Corporation entered into a new line of credit with PNC Bank, National Association (PNC) in the maximum principal amount of $250 million. This line of credit replaced a previous line of credit that expired in April 2018. The line of credit is on the same terms and conditions as the previous line of credit. Subject to the terms and conditions of the line of credit documents, advances under the line of credit (if any) will bear interest at a variable rate equal to the higher of PNC’s Prime Rate or the sum of the Federal Funds Open Rate plus 50 basis points. Each advance must be repaid on the 30th day after the advance or, if earlier, on April 30, 2019, the expiration date of the line of credit. Prepayments are permitted without penalty. The line of credit is uncommitted and, as such, all advances are subject to PNC’s discretion. We had no borrowings under either line of credit during any of the periods presented.

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Income Taxes

3 Months Ended

Mar. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes — Deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax bases of assets and liabilities at the enacted tax rates. We review our deferred tax assets regularly for recoverability. At March 31, 2019 and 2018, and December 31, 2018, we determined that we did not need a valuation allowance on our gross deferred tax assets. Although realization of the deferred tax assets is not assured, management believes that it is more likely than not the deferred tax assets will be realized based on our expectation that we will be able to fully utilize the deductions that are ultimately recognized for tax purposes.

For the three months ended March 31, 2019, there have been no material changes in our reserve for uncertain tax positions.

The effective tax rate for the three months ended March 31, 2019 was 30.9%, compared to 19.9% for the same period last year. During the first quarter 2019, we increased our provision for income taxes $156.1 million, principally reflecting the total reversal of the tax credits and other tax benefits previously recognized from certain renewable energy investments, plus interest. From 2016 to 2018, we invested in federal renewable energy tax credit funds. In late December 2018 and during the first two months of 2019, we learned of allegations of potential fraudulent conduct by the sponsor of three of these tax credit fund investments, including information about ongoing federal investigations. Based on our continuing investigations and information that has become available to us, we now believe the sponsor did commit fraud through these tax credit funds and that all of the tax credits and other tax benefits related to those investments are not valid.

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Loss and Loss Adjustment Expense Reserves

3 Months Ended

Mar. 31, 2019

Loss and Loss Adjustment Expenses Reserves [Abstract]

Loss and Loss Adjustment Expenses Reserves

Loss and Loss Adjustment Expense Reserves — Activity in the loss and loss adjustment expense reserves is summarized as follows: 

	March 31,
(millions)	2019		2018
Balance, Beginning of period	$	15,400.8	$	13,086.9
Less reinsurance recoverables on unpaid losses	2,572.7		2,170.1
Net balance, Beginning of period	12,828.1		10,916.8
Incurred related to:
Current year	5,616.4		4,815.2
Prior years	142.6		55.6
Total incurred	5,759.0		4,870.8
Paid related to:
Current year	2,517.5		2,217.8
Prior years	2,901.4		2,377.8
Total paid	5,418.9		4,595.6
Net balance, End of period	13,168.2		11,192.0
Plus reinsurance recoverables on unpaid losses	2,708.4		2,137.0
Balance, End of period	$	15,876.6	$	13,329.0

We experienced unfavorable reserve development of $142.6 million and $55.6 million for the first quarter of 2019 and 2018, respectively, which is reflected as “Incurred related to prior years” in the table above.

First Quarter 2019

• About 40% of the unfavorable prior year reserve development was attributable to accident year 2018, 15% to accident year 2017, and the remainder to accident years 2016 and prior.

• Our personal auto products incurred about $111 million of unfavorable loss and loss adjustment expense (LAE) reserve development, with the Agency and Direct auto businesses each contributing about half. The unfavorable development was primarily attributable to late reported losses occurring late 2018 but not reported until 2019, a higher than anticipated frequency of reopened personal injury protection (PIP) claims, primarily in Florida, and increased injury severity reflecting higher medical costs.

• Our Commercial Lines and special lines businesses experienced about $22 million and $8 million of unfavorable development, respectively, and our Property business had minimal unfavorable development during the first quarter.

First Quarter 2018

• The unfavorable prior year reserve development was attributable to accident years 2017 and 2016, with accident years 2015 and prior recognizing $6 million of favorable development.

• Our personal auto businesses incurred about $35 million of unfavorable LAE reserve development, with Agency and Direct auto businesses contributing $24 million and $11 million, respectively. The unfavorable development was primarily due to an increase in reopened PIP claims.

• Our Commercial Lines business experienced $19 million of unfavorable development primarily due to late reported losses and higher LAE than anticipated.

•

Our Property business recognized minimal unfavorable development of $2 million.

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Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2019

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Supplemental Cash Flow Information — Cash and cash equivalents include bank demand deposits and daily overnight reverse repurchase commitments of funds held in bank demand deposit accounts on ARX’s subsidiaries. The amount of reverse repurchase commitments held by ARX’s subsidiaries at March 31, 2019 and 2018, and December 31, 2018, were $185.6 million, $166.6 million, and $117.3 million, respectively.

Restricted cash on our consolidated balance sheets represents cash that is restricted to pay flood claims under the National Flood Insurance Program’s “Write Your Own” program, for which subsidiaries of ARX are administrators.

During the first quarter 2019, non-cash activity includes declared but unpaid common share dividends of $58.4 million (see Note 9 – Dividends for further discussion) and operating lease liabilities arising from obtaining right-of-use assets of $10.9 million (see Note 14 – Leases for further discussion).

We paid the following in the respective periods: 

	Three Months Ended March 31,
(millions)	2019		2018
Income taxes	$	20.0	$	0
Interest	53.3		33.3
Operating lease liabilities	18.8		NA

NA=Not Applicable

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Segment Information

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Segment Information

Segment Information — Our Personal Lines segment writes insurance for personal autos and recreational vehicles (our special lines products). Our Commercial Lines segment writes primary liability, physical damage, and other auto-related insurance for automobiles and trucks owned and/or operated predominantly by small businesses in the business auto, for-hire transportation, contractor, for-hire specialty, tow, and for-hire livery markets. Our Property segment writes residential property insurance for homeowners, other property owners, and renters. Our other indemnity businesses include our run-off businesses. Our service businesses provide insurance-related services, including processing Commercial Automobile Insurance Procedures/Plans (CAIP) business and serving as an agent for homeowners, general liability, and workers’ compensation insurance, among other products, through our programs with ASI and unaffiliated insurance companies. All segment revenues are generated from external customers; all intercompany transactions are eliminated in consolidation.

Following are the operating results for the respective periods:

	Three Months Ended March 31,
	2019					2018
(millions)	Revenues		Pretax Profit (Loss)			Revenues		Pretax Profit (Loss)
Personal Lines
Agency	$	3,508.5	$	453.0		$	3,063.8	$	409.1
Direct	3,576.3		321.9			3,016.3		298.0
Total Personal Lines1	7,084.8		774.9			6,080.1		707.1
Commercial Lines	1,013.0		166.6			808.6		94.8
Property2	362.0		7.7			285.3		28.5
Other indemnity	0		0			0		0.2
Total underwriting operations	8,459.8		949.2			7,174.0		830.6
Fees and other revenues3	130.2		NA			103.8		NA
Service businesses	42.6		4.5			34.2		4.9
Investments4	667.4		661.2			118.1		112.1
Interest expense	NA		(47.4		)	NA		(36.8		)
Consolidated total	$	9,300.0	$	1,567.5		$	7,430.1	$	910.8

NA = Not applicable

¹ Personal auto insurance accounted for 94% of the total Personal Lines segment net premiums earned during the three months ended March 31, 2019 and 2018; insurance for our special lines products (e.g., motorcycles, ATVs, RVs, watercraft, and snowmobiles) accounted for the balance of the Personal Lines net premiums earned.

² For the three months ended March 31, 2019 and 2018, pretax profit (loss) includes $17.9 million and $18.0 million, respectively, of amortization expense predominately associated with the acquisition of a controlling interest in ARX. Although this expense is included in our Property segment, it is not reported in the consolidated results of ARX and, therefore, does not affect the value of net income attributable to noncontrolling interest.

³ Pretax profit (loss) for fees and other revenues is attributable to operating segments.

⁴ Revenues represent recurring investment income and total net realized gains (losses) on securities; pretax profit is net of investment expense.

Our management uses underwriting margin and combined ratio as primary measures of underwriting profitability. Underwriting profitability is calculated by subtracting losses and loss adjustment expenses, policy acquisition costs, and other underwriting expenses from the total of net premiums earned and fees and other revenues. The underwriting margin is the pretax underwriting profit (loss) expressed as a percentage of net premiums earned (i.e., revenues from underwriting operations). Combined ratio is the complement of the underwriting margin. Following are the underwriting margins and combined ratios for our underwriting operations for the respective periods:

	Three Months Ended March 31,
	2019			2018
	Underwriting Margin		Combined Ratio	Underwriting Margin		Combined Ratio
Personal Lines
Agency	12.9	%	87.1	13.4	%	86.6
Direct	9.0		91.0	9.9		90.1
Total Personal Lines	10.9		89.1	11.6		88.4
Commercial Lines	16.4		83.6	11.7		88.3
Property1	2.1		97.9	10.0		90.0
Total underwriting operations	11.2		88.8	11.6		88.4

¹ Included in the three months ended March 31, 2019 and 2018, is 5.0 points and 6.3 points, respectively, of amortization expense predominately associated with the acquisition of a controlling interest in ARX.

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Dividends

3 Months Ended

Mar. 31, 2019

Dividends [Abstract]

Dividends

Dividends

Common Share Dividends

In the first quarter 2019, the Board of Directors declared a dividend of $0.10 per common share, or an estimated $58.4 million in the aggregate, payable April 15, 2019, to shareholders of record at the close of business on April 5, 2019. The Board expects to declare regular, quarterly common share dividends and, on at least an annual basis, to consider declaring an additional common share dividend.

Prior to 2019, we had a policy of paying an annual variable dividend (see Note 14 - Dividends in our 2018 Annual Report to Shareholders). Following is a summary of our common share dividends that were declared in 2018 and 2017 under that policy:

(millions, except per share amounts)			Amount of Common Share Dividends
Dividend Type	Declared	Paid	Per Share		Accrued1		Paid1
Annual – Variable	December 2018	February 2019	$	2.5140	$	1,467.9	$	1,467.9
Annual – Variable	December 2017	February 2018	1.1247		655.1		654.9

¹ Variance between accrued and paid, if any, reflects the difference between the number of estimated and actual shares outstanding as of the record date.

Preferred Share Dividends

During the first quarter of 2019, the Board declared, and we paid, a $26.875 per share, or $13.4 million, dividend on our Series B Fixed-to-Floating Rate Cumulative Perpetual Serial Preferred Shares, without par value (the “Series B Preferred Shares”). There are 500,000 Series B Preferred Shares outstanding, which are cumulative and have a liquidation preference of $1,000 per share (the “stated amount”). Holders of the Series B Preferred Shares will be entitled to receive cumulative cash dividends semi-annually in March and September, if and when declared by the Board of Directors. Until March 15, 2023 (the “fixed-rate period”), the annual dividend rate is fixed at 5.375% of the stated amount per share. Beginning March 15, 2023, the annual dividend rate switches to a floating rate equal to the three-month LIBOR rate (or, if LIBOR is not available, a substitute rate determined in accordance with the terms of the Series B Preferred Shares) plus a spread of 2.539% applied to the stated amount per share. After the fixed-rate period and up until redemption of the Series B Preferred Shares, the dividends would be payable quarterly, if and when declared by the Board of Directors. The Series B Preferred Shares are perpetual and have no stated maturity date. After the fixed-rate period, we may redeem the Series B Preferred Shares at the stated amount plus all accrued and unpaid dividends.

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Other Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Other Comprehensive Income (Loss)

Other Comprehensive Income (Loss) — The components of other comprehensive income (loss), including reclassification adjustments by income statement line item, were as follows: 

										Components of Changes in Accumulated Other Comprehensive Income (after tax)
(millions)	Pretax total accumulated other comprehensive income (loss)			Total tax (provision) benefit			After tax total accumulated other comprehensive income (loss)			Total net unrealized gains  (losses) on securities			Net unrealized gains (losses) on forecasted transactions			(Income) loss attributable to NCI
Balance at December 31, 2018	$	(153.0	)	$	32.1		$	(120.9	)	$	(105.6	)	$	(17.2	)	$	1.9
Other comprehensive income (loss) before reclassifications:
Investment securities	414.5			(87.0		)	327.5			327.5			0			0
Forecasted transactions	0			0			0			0			0			0
Loss attributable to noncontrolling interest (NCI)	(2.9		)	0.6			(2.3		)	0			0			(2.3		)
Total other comprehensive income (loss) before reclassifications	411.6			(86.4		)	325.2			327.5			0			(2.3		)
Less: Reclassification adjustment for amounts realized in net income by income statement line item:
Net impairment losses recognized in earnings	0			0			0			0			0			0
Net realized gains (losses) on securities	33.4			(7.0		)	26.4			26.4			0			0
Interest expense	(0.3		)	0.1			(0.2		)	0			(0.2		)	0
Total reclassification adjustment for amounts realized in net income	33.1			(6.9		)	26.2			26.4			(0.2		)	0
Total other comprehensive income (loss)	378.5			(79.5		)	299.0			301.1			0.2			(2.3		)
Balance at March 31, 2019	$	225.5		$	(47.4	)	$	178.1		$	195.5		$	(17.0	)	$	(0.4	)

										Components of Changes in Accumulated Other Comprehensive Income (after tax)
(millions)	Pretax total accumulated other comprehensive income (loss)			Total tax (provision) benefit			After tax total accumulated other comprehensive income (loss)			Total net unrealized gains  (losses) on securities			Net unrealized gains (losses) on forecasted transactions			(Income) loss attributable to NCI
Balance at December 31, 2017	$	1,977.8		$	(695.6	)	$	1,282.2		$	1,295.0		$	(14.8	)	$	2.0
Cumulative effect adjustment	(2,006.0		)	705.8			(1,300.2		)	(1,300.2		)	0			0
Reclassification of disproportionate amounts	0			(4.3		)	(4.3		)	(1.1		)	(3.2		)	0
Adjusted balance at December 31, 2017	(28.2		)	5.9			(22.3		)	(6.3		)	(18.0		)	2.0
Other comprehensive income (loss) before reclassifications:
Investment securities	(203.4		)	42.8			(160.6		)	(160.6		)	0			0
Forecasted transactions	0			0			0			0			0			0
Loss attributable to noncontrolling interest (NCI)	5.1			(1.1		)	4.0			0			0			4.0
Total other comprehensive income (loss) before reclassifications	(198.3		)	41.7			(156.6		)	(160.6		)	0			4.0
Less: Reclassification adjustment for amounts realized in net income by income statement line item:
Net impairment losses recognized in earnings	0			0			0			0			0			0
Net realized gains (losses) on securities	(7.7		)	1.6			(6.1		)	(6.1		)	0			0
Interest expense	(0.2		)	0			(0.2		)	0			(0.2		)	0
Total reclassification adjustment for amounts realized in net income	(7.9		)	1.6			(6.3		)	(6.1		)	(0.2		)	0
Total other comprehensive income (loss)	(190.4		)	40.1			(150.3		)	(154.5		)	0.2			4.0
Balance at March 31, 2018	$	(218.6	)	$	46.0		$	(172.6	)	$	(160.8	)	$	(17.8	)	$	6.0

In an effort to manage interest rate risk, we often enter into forecasted transactions on Progressive’s debt issuances. We expect to reclassify $1.0 million (pretax) into interest expense during the next 12 months, related to net unrealized losses on forecasted transactions (see Note 4 – Debt for further discussion).

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Litigation

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Litigation

Litigation — The Progressive Corporation and/or its insurance subsidiaries are named as defendants in various lawsuits arising out of claims made under insurance policies written by our insurance subsidiaries in the ordinary course of business. We consider all legal actions relating to such claims in establishing our loss and loss adjustment expense reserves. In addition, The Progressive Corporation and/or its subsidiaries are named as defendants in a number of class action or individual lawsuits that challenge certain of the operations of the subsidiaries.

These cases include those alleging damages as a result of our subsidiaries’ practices in evaluating or paying medical or injury claims or benefits, including, but not limited to, personal injury protection, medical payments, and bodily injury benefits; the utilization, content, or appearance of policy documents; labor rates paid to auto body repair shops; wage and hour issues; and cases challenging other aspects of our subsidiaries’ claims, marketing, or sales practices, or other business operations. Other insurance companies face many of these same issues.

The nature and volume of litigation to which The Progressive Corporation is subject is similar to that which was disclosed in Note 12 – Litigation in our 2018 Annual Report to Shareholders.

We plan to contest the pending lawsuits vigorously, but may pursue settlement negotiations in some cases, as we deem appropriate. The outcomes of pending cases are uncertain at this time. We establish accruals for these lawsuits when it is probable that a loss has been or will be incurred and we can reasonably estimate potential loss exposure, which may include a range of loss. As to lawsuits for which the loss is considered neither probable or estimable, or is considered probable but not estimable, we do not establish an accrual. Nevertheless, we continue to evaluate this pending litigation to determine if any losses not deemed probable and estimable become so, at which point we would establish an accrual at our best estimate of the loss or range of loss.

With respect to our pending lawsuits that are not related to claims under insurance policies, the accruals that we have established, if any, were not material at March 31, 2019 or 2018, and there were no material settlements during the first three months of 2019 or 2018. For most of these lawsuits, we do not consider any losses to be both probable and estimable, and we are unable to estimate a meaningful range of loss, if any, at this time, due to the factors discussed in Note 12 – Litigation in our 2018 Annual Report to Shareholders. In the event that any one or more of these lawsuits results in a substantial judgment against or settlement by us, or if our accruals (if any) prove to be inadequate by a significant amount, the resulting liability could have a material adverse effect on our consolidated financial condition, cash flows, and/or results of operations. For a further discussion on our pending litigation and related reserving policies, see Note 12 – Litigation in our 2018 Annual Report to Shareholders.

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Redeemable Noncontrolling Interest

3 Months Ended

Mar. 31, 2019

Temporary Equity Disclosure [Abstract]

Redeemable Noncontrolling Interest

Redeemable Noncontrolling Interest — In connection with the April 2015 acquisition of a controlling interest in ARX, The Progressive Corporation entered into a stockholders’ agreement with the other ARX stockholders. Pursuant to the stockholders’ agreement, the minority ARX stockholders “put” a portion of their ARX shares to Progressive in 2018, and have the right to put all of their remaining shares to Progressive in 2021. During 2018, minority ARX stockholders put 204,527 shares, including 5,483 shares that were issued upon the exercise of outstanding stock options. Progressive acquired these additional shares, in a cash transaction, for a total cost of $295.9 million. If ARX stockholders do not put all of their shares to Progressive in 2021, Progressive has the ability to “call” all of the outstanding shares shortly thereafter and to bring its ownership stake to 100% in 2021. See Note 15 – Redeemable Noncontrolling Interest in our 2018 Annual Report to Shareholders for a discussion of the purchase price for shares to be purchased by Progressive pursuant to these put or call rights. At March 31, 2019, Progressive’s share ownership interest in ARX was 86.8%.

Since these securities are redeemable upon the occurrence of an event that is not solely within the control of Progressive, we have recorded the redeemable noncontrolling interest (NCI) as mezzanine equity on our consolidated balance sheets, which represents the minority shares at the current estimated purchase price pursuant to the put and call provisions of the stockholders’ agreement. The estimated purchase price is based, in part, on the change in tangible net book value of ARX from December 31, 2014, to the balance sheet dates.

In addition to these minority shares, at March 31, 2019, ARX employees held options to purchase 16,067 ARX shares. These options and any shares issued upon exercise are subject to the stockholders’ agreement, including the “put” and “call” rights described above. Until the options are exercised, the underlying obligation of approximately $23.8 million is not recorded as part of redeemable NCI. See Note 9 – Employee Benefit Plans in our 2018 Annual Report to Shareholders for a discussion of our employee stock options.

The changes in the components of redeemable NCI were:

(millions)	March 31, 2019		March 31, 2018			December 31, 2018
Balance, Beginning of period	$	214.5	$	503.7		$	503.7
Net income attributable to NCI	4.4		11.8			5.7
Other comprehensive income (loss) attributable to NCI1	2.3		(4.0		)	(3.3		)
Exercise of employee stock options	0		1.4			9.4
Purchase/change of ARX minority shares	0		0			(298.2		)
Change in redemption value of NCI	0		1.3			(2.8		)
Balance, End of period	$	221.2	$	514.2		$	214.5

¹Amount represents the other comprehensive income (loss) attributable to NCI, as reflected on the the Consolidated Statements of Comprehensive Income; any reclassification to accumulated other comprehensive income (loss) attributable to NCI due to a change in the minority ownership percentage does not impact the amount of redeemable NCI.

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Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill

During the three months ended March 31, 2019, there were no changes to the carrying amount of goodwill. No accumulated goodwill impairment losses exist.

Intangible Assets

The following table is a summary of the net carrying amount of other intangible assets:

(millions)	March 31, 2019		March 31, 2018		December 31, 2018
Intangible assets subject to amortization	$	264.3	$	336.2	$	282.2
Indefinite-lived intangible assets1	12.4		12.4		12.4
Total	$	276.7	$	348.6	$	294.6

¹ Indefinite-lived intangible assets are comprised of state insurance and agent licenses. State insurance licenses were previously subject to amortization under superseded accounting guidance and have $0.6 million of accumulated amortization for all periods presented.

Intangible assets subject to amortization consisted of the following:

(millions)	March 31, 2019						March 31, 2018						December 31, 2018
Category	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Policies in force	$	256.2	$	146.4	$	109.8	$	256.2	$	109.8	$	146.4	$	256.2	$	137.3	$	118.9
Agency relationships	159.2		45.5		113.7		159.2		34.2		125.0		159.2		42.6		116.6
Software rights	79.1		42.7		36.4		79.1		32.1		47.0		79.1		40.1		39.0
Trade name	34.8		30.4		4.4		34.8		17.0		17.8		34.8		27.1		7.7
Total	$	529.3	$	265.0	$	264.3	$	529.3	$	193.1	$	336.2	$	529.3	$	247.1	$	282.2

Amortization expense was $17.9 million and $18.0 million for the three months ended March 31, 2019 and 2018, respectively.

As of March 31, 2019, the remaining average life of all of our intangible assets is 3.7 years.

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Leases

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Leases

Leases — We have certain noncancelable operating leases for office space, computer equipment, and vehicles, all with expected terms greater than one year, that are reported as a component of “other assets” and “accounts payable, accrued expenses, and other liabilities” in our 2019 consolidated balance sheet, at March 31, 2019. The leased assets represent our right to use an underlying asset for the lease term and the lease liabilities represent our obligation to make lease payments arising from the lease. We use an incremental borrowing rate to calculate the present value of the remaining lease payments. At March 31, 2019, we had operating lease assets of $201.6 million and operating lease liabilities of $211.4 million.

At March 31, 2019, the following table shows our operating lease liabilities, on an undiscounted basis for the periods indicated, along with key inputs used to discount our lease liabilities, in accordance with the new accounting standard adopted on January 1, 2019 (see Note 15 – New Accounting Standard for further discussion):

(millions)
2019 (excluding the three months ended March 31, 2019)	$	55.3
2020	72.7
2021	56.3
2022	25.6
2023	9.6
Thereafter	4.4
Total	$	223.9
Interest	(12.5		)
Present value of lease liabilities	$	211.4
Weighted-average remaining term	3.2 years
Weighted-average discount rate	3.5		%

We had certain noncancelable operating lease commitments with lease terms greater than one year for property and computer equipment. The minimum commitments under these agreements at December 31, 2018, were as follows: 

(millions)	Commitments
2019	$	64.1
2020	65.5
2021	52.8
2022	24.3
2023	8.5
Thereafter	3.8
Total	$	219.0

We review contracts at inception to determine if it contains a lease and whether the lease qualifies as an operating or financing lease. Operating leases are expensed on a straight-line basis over the term of the lease. For the three months ended March 31, 2019, we incurred operating lease costs of $24.0 million. In determining the lease term, we consider the probability of exercising renewal options. We have elected to account for leases with both lease and non-lease components as a single lease component and to apply a portfolio approach to account for our vehicle leases.

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New Accounting Standards

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

New Accounting Standards

New Accounting Standards

Issued

In August 2018, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU), which provides additional guidance on the requirements for capitalizing and amortizing implementation costs incurred in a cloud computing arrangement that does not include a software license. This ASU will be effective for fiscal years (including interim periods within those fiscal years) beginning after December 15, 2019 (2020 for calendar-year companies). We do not expect this standard to have a material impact on our financial condition, cash flows, or results of operations.

In August 2018, the FASB issued an ASU, which amends the disclosure requirements for fair value measurements. The ASU requires companies to disclose the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The ASU also removes current disclosure requirements for the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2019, and should be applied prospectively for the additions to the disclosure requirements and applied retrospectively to all periods presented for all other amendments. As permitted by the ASU, we elected to partially early adopt the removal of current disclosure requirements and will adopt the new disclosure requirements as of the effective date. We do not expect this standard to have an impact on our financial condition, cash flows, or results of operations.

In January 2017, the FASB issued an ASU, which eliminates the requirement to determine the implied fair value of goodwill in measuring an impairment loss. Upon adoption, the measurement of a goodwill impairment will represent the excess of the reporting unit’s carrying value over fair value, limited to the carrying value of goodwill. This ASU is effective for goodwill impairment tests in fiscal years beginning after December 15, 2019 (2020 for calendar-year companies), with early adoption permitted. We do not expect this standard to have a material impact on our financial position or results of operations.

In June 2016, the FASB issued an ASU intended to improve the timing, and enhance the accounting and disclosure, of credit losses on financial assets. Additionally, this update will modify the existing accounting guidance related to the impairment evaluation for available-for-sale debt securities and will result in the creation of an allowance for credit losses as a contra asset account. The ASU will require cumulative-effect changes to retained earnings in the period of adoption, if any occur, and will also require prospective changes on previously recorded impairments. This ASU is effective for fiscal years (including interim periods within those fiscal years) beginning after December 15, 2019 (2020 for calendar-year companies), with early adoption permissible (including interim periods within that fiscal year) beginning after December 15, 2018 (2019 for calendar-year companies). While the ASU creates additional accounting complexities related to the recognition of the impairment losses, and subsequent recoveries, through an allowance for credit losses account, we currently do not expect the ASU to have a material impact on our current method of evaluating securities or reinsurance recoverables for credit losses or the timing or recognition of the amounts of the impairment losses.

Adopted

On January 1, 2019, we adopted the ASU which required lessees to report their operating leases as both an asset and liability on the statement of financial position and to disclose key information about leasing arrangements in the financial statement footnotes. We are reporting our operating leased assets and liabilities as a component of “other assets” and “accounts payable, accrued expenses, and other liabilities,” respectively. We did not restate prior year information. Upon adoption of the ASU, based on our lease portfolio on January 1, 2019, and after applying the practical expedient under which we were not required to reassess any of our existing contracts, classification of our leases, or the initial direct costs for existing leases, we recorded a transition adjustment of $213.0 million for leased assets and $217.6 million for liabilities. The adoption of this ASU had no impact on our results of operations or cash flows. See Note 14 – Leases for further information.

On January 1, 2019, we adopted the ASU related to premium amortization on purchased callable debt securities. Under the ASU, the premium is required to be amortized to the earliest call date, which more closely aligns interest income recorded on bonds held at a premium with the economics of the underlying instrument. We applied the ASU on a modified retrospective basis, as required under the standard. Since we have historically used a yield-to-worst scenario for our securities that were purchased at a premium, and the first call on a premium security most often produces the lowest and most conservative yield, the adoption of this standard did not have an impact on our financial condition, cash flows, or results of operations.

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Investments (Tables)

3 Months Ended

Mar. 31, 2019

Investments Schedule [Abstract]

Schedule of Debt and Equity Securities Reconciliation

The following tables present the composition of our investment portfolio by major security type, consistent with our classification of how we manage, monitor, and measure the portfolio. Our securities are reported in our Consolidated Balance Sheets at fair value. The changes in fair value for our fixed-maturity securities (other than hybrid securities) are reported as a component of accumulated other comprehensive income, net of deferred income taxes, in our Consolidated Balance Sheets. The net holding period gains (losses) reported below represent the inception-to-date changes in fair value. The changes in the net holding period gains (losses) between periods for the hybrid securities and equity securities are recorded as a component of net realized gains (losses) on securities in our Consolidated Statements of Comprehensive Income.

($ in millions)	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Net Holding Period Gains (Losses)			Fair Value		% of Total Fair Value
March 31, 2019
Available-for-sale securities:
Fixed maturities:
U.S. government obligations	$	9,685.6	$	105.5	$	(20.6	)	$	0		$	9,770.5	28.3	%
State and local government obligations	1,505.5		15.4		(5.1		)	0			1,515.8		4.4
Corporate debt securities	7,870.1		126.3		(19.0		)	0.6			7,978.0		23.1
Residential mortgage-backed securities	609.9		5.7		(2.6		)	0			613.0		1.8
Commercial mortgage-backed securities	3,825.6		35.9		(7.9		)	0			3,853.6		11.2
Other asset-backed securities	3,834.2		10.0		(4.5		)	0.1			3,839.8		11.1
Redeemable preferred stocks	243.6		9.0		(1.2		)	(0.2		)	251.2		0.7
Total fixed maturities	27,574.5		307.8		(60.9		)	0.5			27,821.9		80.6
Short-term investments	2,584.7		0		0			0			2,584.7		7.5
Total available-for-sale securities	30,159.2		307.8		(60.9		)	0.5			30,406.6		88.1
Equity securities:
Nonredeemable preferred stocks	1,021.1		0		0			74.3			1,095.4		3.2
Common equities	1,194.3		0		0			1,816.2			3,010.5		8.7
Total equity securities	2,215.4		0		0			1,890.5			4,105.9		11.9
Total portfolio1,2	$	32,374.6	$	307.8	$	(60.9	)	$	1,891.0		$	34,512.5	100.0	%

($ in millions)	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Net Holding Period Gains (Losses)			Fair Value		% of Total Fair Value
March 31, 2018
Available-for-sale securities:
Fixed maturities:
U.S. government obligations	$	9,081.6	$	3.9	$	(127.4	)	$	0		$	8,958.1	30.6	%
State and local government obligations	1,732.3		4.3		(16.4		)	(0.1		)	1,720.1		5.9
Corporate debt securities	6,102.6		4.8		(64.8		)	(1.5		)	6,041.1		20.7
Residential mortgage-backed securities	746.7		9.9		(4.8		)	0			751.8		2.6
Commercial mortgage-backed securities	2,289.8		4.5		(24.8		)	0			2,269.5		7.8
Other asset-backed securities	2,472.4		2.4		(12.9		)	0.2			2,462.1		8.4
Redeemable preferred stocks	201.8		18.6		(1.4		)	(1.6		)	217.4		0.7
Total fixed maturities	22,627.2		48.4		(252.5		)	(3.0		)	22,420.1		76.7
Short-term investments	3,052.4		0		0			0			3,052.4		10.4
Total available-for-sale securities	25,679.6		48.4		(252.5		)	(3.0		)	25,472.5		87.1
Equity securities:
Nonredeemable preferred stocks	659.6		0		0			86.3			745.9		2.5
Common equities	1,265.5		0		0			1,767.7			3,033.2		10.4
Total equity securities	1,925.1		0		0			1,854.0			3,779.1		12.9
Total portfolio1,2	$	27,604.7	$	48.4	$	(252.5	)	$	1,851.0		$	29,251.6	100.0	%

($ in millions)	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Net Holding Period Gains (Losses)			Fair Value		% of Total Fair Value
December 31, 2018
Available-for-sale securities:
Fixed maturities:
U.S. government obligations	$	9,897.4	$	71.2	$	(52.1	)	$	0		$	9,916.5	29.5	%
State and local government obligations	1,654.6		7.3		(12.8		)	0			1,649.1		4.9
Corporate debt securities	8,808.5		13.6		(125.3		)	(2.5		)	8,694.3		25.9
Residential mortgage-backed securities	733.5		6.0		(5.1		)	0			734.4		2.2
Commercial mortgage-backed securities	3,332.8		7.8		(39.0		)	0			3,301.6		9.8
Other asset-backed securities	3,585.4		3.6		(11.8		)	0.1			3,577.3		10.7
Redeemable preferred stocks	243.7		5.9		(3.5		)	(7.8		)	238.3		0.7
Total fixed maturities	28,255.9		115.4		(249.6		)	(10.2		)	28,111.5		83.7
Short-term investments	1,795.9		0		0			0			1,795.9		5.4
Total available-for-sale securities	30,051.8		115.4		(249.6		)	(10.2		)	29,907.4		89.1
Equity securities:
Nonredeemable preferred stocks	1,002.6		0		0			31.3			1,033.9		3.1
Common equities	1,148.9		0		0			1,477.2			2,626.1		7.8
Total equity securities	2,151.5		0		0			1,508.5			3,660.0		10.9
Total portfolio1,2	$	32,203.3	$	115.4	$	(249.6	)	$	1,498.3		$	33,567.4	100.0	%

¹Our portfolio reflects the effect of unsettled security transactions; at March 31, 2019, we had $76.5 million included in “other assets,” compared to $83.6 million and $5.9 million at March 31, 2018 and December 31, 2018, respectively, included in “other liabilities.”

²The total fair value of the portfolio at March 31, 2019 and 2018, and December 31, 2018, included $1.2 billion, $2.1 billion, and $2.9 billion, respectively, of securities held in a consolidated, non-insurance subsidiary of the holding company, net of any unsettled security transactions.

Hybrid Instruments Table

Included in our fixed-maturity securities are hybrid securities, which are reported at fair value:

	March 31,
(millions)	2019		2018		December 31, 2018
Fixed maturities:
State and local government obligations	$	3.6	$	3.7	$	3.6
Corporate debt securities	161.7		86.4		158.9
Other asset-backed securities	4.0		6.1		4.5
Redeemable preferred stocks	85.4		37.8		77.7
Total hybrid securities	$	254.7	$	134.0	$	244.7

Investments Classified by Contractual Maturity Date

The composition of fixed maturities by maturity at March 31, 2019, was:

(millions)	Cost		Fair Value
Less than one year	$	4,929.9	$	4,934.2
One to five years	16,765.4		16,878.8
Five to ten years	5,818.5		5,945.9
Ten years or greater	60.7		63.0
Total	$	27,574.5	$	27,821.9

Schedule of Unrealized Loss on Investments

The following tables show the composition of gross unrealized losses by major security type and by the length of time that individual securities have been in a continuous unrealized loss position:

	Total No. of Sec.	Total Fair Value		Gross Unrealized Losses			Less than 12 Months						12 Months or Greater
($ in millions)							No. of Sec.	Fair Value		Unrealized Losses			No. of Sec.	Fair Value		Unrealized Losses
March 31, 2019
Fixed maturities:
U.S. government obligations	42	$	3,174.0	$	(20.6	)	1	$	19.9	$	(0.1	)	41	$	3,154.1	$	(20.5	)
State and local government obligations	162	567.2		(5.1		)	10	31.4		0			152	535.8		(5.1		)
Corporate debt securities	153	2,555.7		(19.0		)	11	175.9		(1.1		)	142	2,379.8		(17.9		)
Residential mortgage-backed securities	63	299.4		(2.6		)	15	139.1		(1.1		)	48	160.3		(1.5		)
Commercial mortgage-backed securities	76	1,294.3		(7.9		)	13	229.1		(0.9		)	63	1,065.2		(7.0		)
Other asset-backed securities	142	1,294.0		(4.5		)	27	296.5		(0.7		)	115	997.5		(3.8		)
Redeemable preferred stocks	2	31.1		(1.2		)	0	0		0			2	31.1		(1.2		)
Total fixed maturities	640	$	9,215.7	$	(60.9	)	77	$	891.9	$	(3.9	)	563	$	8,323.8	$	(57.0	)

	Total No. of Sec.	Total Fair Value		Gross Unrealized Losses			Less than 12 Months						12 Months or Greater
($ in millions)							No. of Sec.	Fair Value		Unrealized Losses			No. of Sec.	Fair Value		Unrealized Losses
March 31, 2018
Fixed maturities:
U.S. government obligations	64	$	7,933.8	$	(127.4	)	37	$	5,954.6	$	(90.7	)	27	$	1,979.2	$	(36.7	)
State and local government obligations	426	1,263.7		(16.4		)	301	890.2		(9.5		)	125	373.5		(6.9		)
Corporate debt securities	348	5,082.9		(64.8		)	290	4,515.1		(56.1		)	58	567.8		(8.7		)
Residential mortgage-backed securities	211	329.3		(4.8		)	36	112.8		(0.5		)	175	216.5		(4.3		)
Commercial mortgage-backed securities	131	1,974.8		(24.8		)	89	1,510.5		(16.2		)	42	464.3		(8.6		)
Other asset-backed securities	208	1,958.5		(12.9		)	129	1,439.1		(8.7		)	79	519.4		(4.2		)
Redeemable preferred stocks	3	26.8		(1.4		)	2	15.3		(0.4		)	1	11.5		(1.0		)
Total fixed maturities	1,391	$	18,569.8	$	(252.5	)	884	$	14,437.6	$	(182.1	)	507	$	4,132.2	$	(70.4	)

	Total No. of Sec.	Total Fair Value		Gross Unrealized Losses			Less than 12 Months						12 Months or Greater
($ in millions)							No. of Sec.	Fair Value		Unrealized Losses			No. of Sec.	Fair Value		Unrealized Losses
December 31, 2018
Fixed maturities:
U.S. government obligations	51	$	4,438.0	$	(52.1	)	2	$	126.6	$	(0.1	)	49	$	4,311.4	$	(52.0	)
State and local government obligations	299	972.4		(12.8		)	49	192.7		(0.3		)	250	779.7		(12.5		)
Corporate debt securities	368	6,723.3		(125.3		)	133	2,613.3		(33.4		)	235	4,110.0		(91.9		)
Residential mortgage-backed securities	228	450.2		(5.1		)	32	248.8		(0.8		)	196	201.4		(4.3		)
Commercial mortgage-backed securities	140	2,328.5		(39.0		)	48	741.2		(8.9		)	92	1,587.3		(30.1		)
Other asset-backed securities	203	2,691.3		(11.8		)	84	1,551.7		(3.2		)	119	1,139.6		(8.6		)
Redeemable preferred stocks	3	48.5		(3.5		)	1	18.9		(0.6		)	2	29.6		(2.9		)
Total fixed maturities	1,292	$	17,652.2	$	(249.6	)	349	$	5,493.2	$	(47.3	)	943	$	12,159.0	$	(202.3	)

Non Credit Portion Of Other Than Temporary Impairment Recorded In Accumulated Other Comprehensive Income Table

The following table shows the total non-credit portion of the OTTI recorded in accumulated other comprehensive income, reflecting the original non-credit loss at the time the credit impairment was determined (i.e., unadjusted for valuation changes subsequent to the original write-down): 

	March 31,						December 31, 2018
(millions)	2019			2018
Fixed maturities:
Residential mortgage-backed securities	$	(19.7	)	$	(19.7	)	$	(19.7	)
Commercial mortgage-backed securities	(0.1		)	(0.3		)	(0.1		)
Total fixed maturities	$	(19.8	)	$	(20.0	)	$	(19.8	)

Other than Temporary Impairment, Credit Losses Recognized in Earnings

The following tables provide rollforwards of the amounts related to credit losses recognized in earnings for the periods ended March 31, 2019 and 2018, for which a portion of the OTTI losses were also recognized in accumulated other comprehensive income at the time the credit impairments were determined and recognized: 

	Three Months Ended March 31, 2019
	Mortgage-Backed
(millions)	Residential		Commercial		Total
Balance at December 31, 2018	$	0	$	0.5	$	0.5
Change in recoveries of future cash flows expected to be collected1	0		0		0
Balance at March 31, 2019	$	0	$	0.5	$	0.5

	Three Months Ended March 31, 2018
	Mortgage-Backed
(millions)	Residential		Commercial		Total
Balance at December 31, 2017	$	0	$	0.5	$	0.5
Change in recoveries of future cash flows expected to be collected1	0		0		0
Balance at March 31, 2018	$	0	$	0.5	$	0.5

¹Reflects the current period change in the expected recovery of prior impairments that will be accreted into income over the remaining life of the security.

Realized Gain (Loss) on Investments

The components of net realized gains (losses) for the three months ended March 31, were:

	Three Months
(millions)	2019			2018
Gross realized gains on security sales
Available-for-sale securities:
U.S. government obligations	$	36.6		$	0
State and local government obligations	1.6			8.6
Corporate and other debt securities	16.1			0.1
Commercial mortgage-backed securities	0.7			1.7
Redeemable preferred stocks	0			1.1
Total available-for-sale securities	55.0			11.5
Equity securities:
Nonredeemable preferred stocks	4.9			3.6
Common equities	4.5			119.9
Total equity securities	9.4			123.5
Subtotal gross realized gains on security sales	64.4			135.0
Gross realized losses on security sales
Available-for-sale securities:
U.S. government obligations	(7.1		)	(8.9		)
State and local government obligations	(0.6		)	(1.3		)
Corporate and other debt securities	(6.1		)	(3.1		)
Residential mortgage-backed securities	(2.3		)	0
Commercial mortgage-backed securities	(2.1		)	(6.3		)
Other asset-backed securities	(0.1		)	(0.1		)
Total available-for-sale securities	(18.3		)	(19.7		)
Equity securities:
Nonredeemable preferred stocks	0			(0.4		)
Common equities	0			(7.9		)
Total equity securities	0			(8.3		)
Subtotal gross realized losses on security sales	(18.3		)	(28.0		)
Net realized gains (losses) on security sales
Available-for-sale securities:
U.S. government obligations	29.5			(8.9		)
State and local government obligations	1.0			7.3
Corporate and other debt securities	10.0			(3.0		)
Residential mortgage-backed securities	(2.3		)	0
Commercial mortgage-backed securities	(1.4		)	(4.6		)
Other asset-backed securities	(0.1		)	(0.1		)
Redeemable preferred stocks	0			1.1
Total available-for-sale securities	36.7			(8.2		)
Equity securities:
Nonredeemable preferred stocks	4.9			3.2
Common equities	4.5			112.0
Total equity securities	9.4			115.2
Subtotal net realized gains (losses) on security sales	46.1			107.0
Net holding period gains (losses)
Hybrid securities	10.7			(3.2		)
Equity securities	382.0			(152.0		)
Subtotal net holding period gains (losses)	392.7			(155.2		)
Other-than-temporary impairment losses
Other asset impairment	(24.3		)	0
Subtotal other-than-temporary impairment losses	(24.3		)	0
Total net realized gains (losses) on securities	$	414.5		$	(48.2	)

Components of Equity Realized Gains (Losses)

The following table reflects our holding period realized gains (losses) on equity securities recognized for the three months ended March 31, 2019 and 2018 for equity securities held at quarter end:

	Three Months
(millions)	2019		2018
Total net gains (losses) recognized during the period on equity securities	$	391.4	$	(36.8	)
Less: Net gains (losses) recognized on equity securities sold during the period	9.4		115.2
Net holding period gains (losses) recognized during the period on equity securities held at period end	$	382.0	$	(152.0	)

Components of Net Investment Income

The components of net investment income for the three months ended March 31, were: 

	Three Months
(millions)	2019			2018
Available-for-sale securities:
Fixed maturities:
U.S. government obligations	$	53.7		$	39.8
State and local government obligations	9.3			10.0
Corporate debt securities	77.2			36.2
Residential mortgage-backed securities	6.6			6.9
Commercial mortgage-backed securities	31.7			21.2
Other asset-backed securities	26.0			13.6
Redeemable preferred stocks	3.7			2.6
Total fixed maturities	208.2			130.3
Short-term investments	16.0			10.1
Total available-for-sale securities	224.2			140.4
Equity securities:
Nonredeemable preferred stocks	15.5			10.9
Common equities	13.2			15.0
Total equity securities	28.7			25.9
Investment income	252.9			166.3
Investment expenses	(6.2		)	(6.0		)
Net investment income	$	246.7		$	160.3

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Fair Value (Tables)

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Composition of Investment Portfolio by Major Security Type

The composition of the investment portfolio by major security type and our outstanding debt was:

	Fair Value
(millions)	Level 1		Level 2		Level 3		Total		Cost
March 31, 2019
Fixed maturities:
U.S. government obligations	$	9,770.5	$	0	$	0	$	9,770.5	$	9,685.6
State and local government obligations	0		1,515.8		0		1,515.8		1,505.5
Corporate debt securities	0		7,978.0		0		7,978.0		7,870.1
Subtotal	9,770.5		9,493.8		0		19,264.3		19,061.2
Asset-backed securities:
Residential mortgage-backed	0		613.0		0		613.0		609.9
Commercial mortgage-backed	0		3,853.6		0		3,853.6		3,825.6
Other asset-backed	0		3,839.8		0		3,839.8		3,834.2
Subtotal asset-backed securities	0		8,306.4		0		8,306.4		8,269.7
Redeemable preferred stocks:
Financials	0		81.3		0		81.3		79.2
Utilities	0		0		0		0		0
Industrials	10.4		159.5		0		169.9		164.4
Subtotal redeemable preferred stocks	10.4		240.8		0		251.2		243.6
Total fixed maturities	9,780.9		18,041.0		0		27,821.9		27,574.5
Short-term investments	2,510.9		73.8		0		2,584.7		2,584.7
Total available-for-sale securities	12,291.8		18,114.8		0		30,406.6		30,159.2
Equity securities:
Nonredeemable preferred stocks:
Financials	69.6		955.0		25.1		1,049.7		976.1
Utilities	0		40.7		0		40.7		40.0
Industrials	0		0		5.0		5.0		5.0
Subtotal nonredeemable preferred stocks	69.6		995.7		30.1		1,095.4		1,021.1
Common equities:
Common stocks	3,010.2		0		0		3,010.2		1,194.0
Other risk investments	0		0		0.3		0.3		0.3
Subtotal common equities	3,010.2		0		0.3		3,010.5		1,194.3
Total equity securities	3,079.8		995.7		30.4		4,105.9		2,215.4
Total portfolio	$	15,371.6	$	19,110.5	$	30.4	$	34,512.5	$	32,374.6
Debt	$	0	$	4,734.8	$	0	$	4,734.8	$	4,405.4

	Fair Value
(millions)	Level 1		Level 2		Level 3		Total		Cost
March 31, 2018
Fixed maturities:
U.S. government obligations	$	8,958.1	$	0	$	0	$	8,958.1	$	9,081.6
State and local government obligations	0		1,720.1		0		1,720.1		1,732.3
Corporate debt securities	0		6,041.1		0		6,041.1		6,102.6
Subtotal	8,958.1		7,761.2		0		16,719.3		16,916.5
Asset-backed securities:
Residential mortgage-backed	0		751.8		0		751.8		746.7
Commercial mortgage-backed	0		2,269.5		0		2,269.5		2,289.8
Other asset-backed	0		2,462.1		0		2,462.1		2,472.4
Subtotal asset-backed securities	0		5,483.4		0		5,483.4		5,508.9
Redeemable preferred stocks:
Financials	0		64.0		0		64.0		61.2
Utilities	0		11.6		0		11.6		10.7
Industrials	0		141.8		0		141.8		129.9
Subtotal redeemable preferred stocks	0		217.4		0		217.4		201.8
Total fixed maturities	8,958.1		13,462.0		0		22,420.1		22,627.2
Short-term investments	2,569.5		482.9		0		3,052.4		3,052.4
Total available-for-sale securities	11,527.6		13,944.9		0		25,472.5		25,679.6
Equity securities:
Nonredeemable preferred stocks:
Financials	78.9		662.0		0		740.9		654.6
Utilities	0		0		0		0		0
Industrials	0		0		5.0		5.0		5.0
Subtotal nonredeemable preferred stocks	78.9		662.0		5.0		745.9		659.6
Common equities:
Common stocks	3,032.9		0		0		3,032.9		1,265.2
Other risk investments	0		0		0.3		0.3		0.3
Subtotal common equities	3,032.9		0		0.3		3,033.2		1,265.5
Total equity securities	3,111.8		662.0		5.3		3,779.1		1,925.1
Total portfolio	$	14,639.4	$	14,606.9	$	5.3	$	29,251.6	$	27,604.7
Debt	$	0	$	4,048.3	$	0	$	4,048.3	$	3,859.2

	Fair Value
(millions)	Level 1		Level 2		Level 3		Total		Cost
December 31, 2018
Fixed maturities:
U.S. government obligations	$	9,916.5	$	0	$	0	$	9,916.5	$	9,897.4
State and local government obligations	0		1,649.1		0		1,649.1		1,654.6
Corporate debt securities	0		8,694.3		0		8,694.3		8,808.5
Subtotal	9,916.5		10,343.4		0		20,259.9		20,360.5
Asset-backed securities:
Residential mortgage-backed	0		734.4		0		734.4		733.5
Commercial mortgage-backed	0		3,301.6		0		3,301.6		3,332.8
Other asset-backed	0		3,577.3		0		3,577.3		3,585.4
Subtotal asset-backed securities	0		7,613.3		0		7,613.3		7,651.7
Redeemable preferred stocks:
Financials	0		78.2		0		78.2		79.3
Utilities	0		0		0		0		0
Industrials	9.5		150.6		0		160.1		164.4
Subtotal redeemable preferred stocks	9.5		228.8		0		238.3		243.7
Total fixed maturities	9,926.0		18,185.5		0		28,111.5		28,255.9
Short-term investments	1,722.1		73.8		0		1,795.9		1,795.9
Total available-for-sale securities	11,648.1		18,259.3		0		29,907.4		30,051.8
Equity securities:
Nonredeemable preferred stocks:
Financials	71.9		887.1		25.1		984.1		951.6
Utilities	0		44.8		0		44.8		46.0
Industrials	0		0		5.0		5.0		5.0
Subtotal nonredeemable preferred stocks	71.9		931.9		30.1		1,033.9		1,002.6
Common equities:
Common stocks	2,625.8		0		0		2,625.8		1,148.6
Other risk investments	0		0		0.3		0.3		0.3
Subtotal common equities	2,625.8		0		0.3		2,626.1		1,148.9
Total equity securities	2,697.7		931.9		30.4		3,660.0		2,151.5
Total portfolio	$	14,345.8	$	19,191.2	$	30.4	$	33,567.4	$	32,203.3
Debt	$	0	$	4,532.3	$	0	$	4,532.3	$	4,404.9

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

The following tables provide a summary of changes in fair value associated with Level 3 assets for the three months ended March 31, 2019 and 2018:

	Level 3 Fair Value
(millions)	Fair Value at Dec. 31, 2018		Calls/ Maturities/ Paydowns		Purchases		Sales		Net Realized (Gain)/Loss on Sales		Change in Valuation		Net Transfers In (Out)		Fair Value at March 31, 2019
Equity securities:
Nonredeemable preferred stocks:
Financials	$	25.1	$	0	$	0	$	0	$	0	$	0	$	0	$	25.1
Industrials	5.0		0		0		0		0		0		0		5.0
Common equities:
Other risk investments	0.3		0		0		0		0		0		0		0.3
Total Level 3 securities	$	30.4	$	0	$	0	$	0	$	0	$	0	$	0	$	30.4

	Level 3 Fair Value
(millions)	Fair Value at Dec. 31, 2017		Calls/ Maturities/ Paydowns		Purchases		Sales		Net Realized (Gain)/Loss on Sales		Change in Valuation		Net Transfers In (Out)		Fair Value at March 31, 2018
Equity securities:
Nonredeemable preferred stocks:
Financials	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Industrials	5.0		0		0		0		0		0		0		5.0
Common equities:
Other risk investments	0.3		0		0		0		0		0		0		0.3
Total Level 3 securities	$	5.3	$	0	$	0	$	0	$	0	$	0	$	0	$	5.3

Fair Value Measurement Inputs and Valuation Techniques

The following tables provide a summary of the quantitative information about Level 3 fair value measurements for our applicable securities at March 31, 2019 and 2018, and December 31, 2018:

	Quantitative Information about Level 3 Fair Value Measurements
($ in millions)	Fair Value at March 31, 2019		Valuation Technique	Unobservable Input	Unobservable Input Assumption
Equity securities:
Nonredeemable preferred stocks:
Financials1	$	25.1	internal price	unadjusted purchase price per share	9.0
Industrials2	5.0		internal price	price-to-sales ratio	5.5
Subtotal Level 3 securities	30.1
Pricing exemption securities3	0.3
Total Level 3 securities	$	30.4

¹The security was internally-priced since it is privately held. The security was purchased during December 2018 and the value at March 31, 2019 reflects the unadjusted purchase price per share.

² The security was internally-priced since it is privately held. The price at March 31, 2019, was calculated using a price-to-sales ratio.

³The unobservable input is not reasonably available to us.

	Quantitative Information about Level 3 Fair Value Measurements
($ in millions)	Fair Value at March 31, 2018		Valuation Technique	Unobservable Input	Unobservable Input Assumption
Equity securities:
Nonredeemable preferred stocks:
Financials	$	0	NA	NA	NA
Industrials1	5.0		internal price	unadjusted purchase price per share	3.9
Subtotal Level 3 securities	5.0
Pricing exemption securities2	0.3
Total Level 3 securities	$	5.3

NA= Not Available

¹The security was internally-priced since it is privately held. The value at March 31, 2018 reflects the unadjusted purchase price per share.

²The unobservable input is not reasonably available to us.

	Quantitative Information about Level 3 Fair Value Measurements
($ in millions)	Fair Value at Dec. 31, 2018		Valuation Technique	Unobservable Input	Unobservable Input Assumption
Equity securities:
Nonredeemable preferred stocks:
Financials1	$	25.1	internal price	unadjusted purchase price per share	9.0
Industrials2	5.0		internal price	price-to-sales ratio	5.5
Subtotal Level 3 securities	30.1
Pricing exemption securities3	0.3
Total Level 3 securities	$	30.4

¹The security was internally-priced since it is privately held. The security was purchased during December 2018 and the value at December 31, 2018 reflects the unadjusted purchase price per share.

² The security was internally-priced since it is privately held. The price at December 31, 2018, was calculated using a price-to-sales ratio.

³The unobservable input is not reasonably available to us.

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Debt (Tables)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Debt Table

Debt at each of the balance sheet periods consisted of:  

	March 31, 2019				March 31, 2018				December 31, 2018
(millions)	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
3.75% Senior Notes due 2021	$	499.2	$	509.7	$	498.9	$	512.1	$	499.1	$	506.5
2.45% Senior Notes due 2027	496.6		475.6		496.2		458.3		496.5		455.5
6 5/8% Senior Notes due 2029	296.4		377.8		296.2		370.4		296.4		368.5
4.00% Senior Notes due 2029	544.6		587.9		0		0		544.5		562.4
6.25% Senior Notes due 2032	395.6		508.5		395.4		498.9		395.5		496.6
4.35% Senior Notes due 2044	346.6		371.6		346.5		360.2		346.6		350.2
3.70% Senior Notes due 2045	395.3		389.7		395.2		376.6		395.3		366.7
4.125% Senior Notes due 2047	841.4		885.4		841.3		858.6		841.4		831.9
4.20% Senior Notes due 2048	589.7		628.6		589.5		613.2		589.6		594.0
Total	$	4,405.4	$	4,734.8	$	3,859.2	$	4,048.3	$	4,404.9	$	4,532.3

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Loss and Loss Adjustment Expense Reserves (Tables)

3 Months Ended

Mar. 31, 2019

Loss and Loss Adjustment Expenses Reserves [Abstract]

Schedule of Liability for Unpaid Claims and Claims Adjustment Expense [Table Text Block]

Activity in the loss and loss adjustment expense reserves is summarized as follows: 

	March 31,
(millions)	2019		2018
Balance, Beginning of period	$	15,400.8	$	13,086.9
Less reinsurance recoverables on unpaid losses	2,572.7		2,170.1
Net balance, Beginning of period	12,828.1		10,916.8
Incurred related to:
Current year	5,616.4		4,815.2
Prior years	142.6		55.6
Total incurred	5,759.0		4,870.8
Paid related to:
Current year	2,517.5		2,217.8
Prior years	2,901.4		2,377.8
Total paid	5,418.9		4,595.6
Net balance, End of period	13,168.2		11,192.0
Plus reinsurance recoverables on unpaid losses	2,708.4		2,137.0
Balance, End of period	$	15,876.6	$	13,329.0

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Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2019

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information Table

We paid the following in the respective periods: 

	Three Months Ended March 31,
(millions)	2019		2018
Income taxes	$	20.0	$	0
Interest	53.3		33.3
Operating lease liabilities	18.8		NA

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Reconciliation of Revenue and operating Income from Segments to Consolidated

Following are the operating results for the respective periods:

	Three Months Ended March 31,
	2019					2018
(millions)	Revenues		Pretax Profit (Loss)			Revenues		Pretax Profit (Loss)
Personal Lines
Agency	$	3,508.5	$	453.0		$	3,063.8	$	409.1
Direct	3,576.3		321.9			3,016.3		298.0
Total Personal Lines1	7,084.8		774.9			6,080.1		707.1
Commercial Lines	1,013.0		166.6			808.6		94.8
Property2	362.0		7.7			285.3		28.5
Other indemnity	0		0			0		0.2
Total underwriting operations	8,459.8		949.2			7,174.0		830.6
Fees and other revenues3	130.2		NA			103.8		NA
Service businesses	42.6		4.5			34.2		4.9
Investments4	667.4		661.2			118.1		112.1
Interest expense	NA		(47.4		)	NA		(36.8		)
Consolidated total	$	9,300.0	$	1,567.5		$	7,430.1	$	910.8

NA = Not applicable

¹ Personal auto insurance accounted for 94% of the total Personal Lines segment net premiums earned during the three months ended March 31, 2019 and 2018; insurance for our special lines products (e.g., motorcycles, ATVs, RVs, watercraft, and snowmobiles) accounted for the balance of the Personal Lines net premiums earned.

² For the three months ended March 31, 2019 and 2018, pretax profit (loss) includes $17.9 million and $18.0 million, respectively, of amortization expense predominately associated with the acquisition of a controlling interest in ARX. Although this expense is included in our Property segment, it is not reported in the consolidated results of ARX and, therefore, does not affect the value of net income attributable to noncontrolling interest.

³ Pretax profit (loss) for fees and other revenues is attributable to operating segments.

⁴ Revenues represent recurring investment income and total net realized gains (losses) on securities; pretax profit is net of investment expense.

Underwriting Margins and Combined Ratios for our Underwriting Operations

Following are the underwriting margins and combined ratios for our underwriting operations for the respective periods:

	Three Months Ended March 31,
	2019			2018
	Underwriting Margin		Combined Ratio	Underwriting Margin		Combined Ratio
Personal Lines
Agency	12.9	%	87.1	13.4	%	86.6
Direct	9.0		91.0	9.9		90.1
Total Personal Lines	10.9		89.1	11.6		88.4
Commercial Lines	16.4		83.6	11.7		88.3
Property1	2.1		97.9	10.0		90.0
Total underwriting operations	11.2		88.8	11.6		88.4

¹ Included in the three months ended March 31, 2019 and 2018, is 5.0 points and 6.3 points, respectively, of amortization expense predominately associated with the acquisition of a controlling interest in ARX

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Dividends Dividends (Tables)

3 Months Ended

Mar. 31, 2019

Dividends [Abstract]

Dividends

Following is a summary of our common share dividends that were declared in 2018 and 2017 under that policy:

(millions, except per share amounts)			Amount of Common Share Dividends
Dividend Type	Declared	Paid	Per Share		Accrued1		Paid1
Annual – Variable	December 2018	February 2019	$	2.5140	$	1,467.9	$	1,467.9
Annual – Variable	December 2017	February 2018	1.1247		655.1		654.9

¹ Variance between accrued and paid, if any, reflects the difference between the number of estimated and actual shares outstanding as of the record date.

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Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Components of Other Comprehensive Income (Loss)

The components of other comprehensive income (loss), including reclassification adjustments by income statement line item, were as follows: 

										Components of Changes in Accumulated Other Comprehensive Income (after tax)
(millions)	Pretax total accumulated other comprehensive income (loss)			Total tax (provision) benefit			After tax total accumulated other comprehensive income (loss)			Total net unrealized gains  (losses) on securities			Net unrealized gains (losses) on forecasted transactions			(Income) loss attributable to NCI
Balance at December 31, 2018	$	(153.0	)	$	32.1		$	(120.9	)	$	(105.6	)	$	(17.2	)	$	1.9
Other comprehensive income (loss) before reclassifications:
Investment securities	414.5			(87.0		)	327.5			327.5			0			0
Forecasted transactions	0			0			0			0			0			0
Loss attributable to noncontrolling interest (NCI)	(2.9		)	0.6			(2.3		)	0			0			(2.3		)
Total other comprehensive income (loss) before reclassifications	411.6			(86.4		)	325.2			327.5			0			(2.3		)
Less: Reclassification adjustment for amounts realized in net income by income statement line item:
Net impairment losses recognized in earnings	0			0			0			0			0			0
Net realized gains (losses) on securities	33.4			(7.0		)	26.4			26.4			0			0
Interest expense	(0.3		)	0.1			(0.2		)	0			(0.2		)	0
Total reclassification adjustment for amounts realized in net income	33.1			(6.9		)	26.2			26.4			(0.2		)	0
Total other comprehensive income (loss)	378.5			(79.5		)	299.0			301.1			0.2			(2.3		)
Balance at March 31, 2019	$	225.5		$	(47.4	)	$	178.1		$	195.5		$	(17.0	)	$	(0.4	)

										Components of Changes in Accumulated Other Comprehensive Income (after tax)
(millions)	Pretax total accumulated other comprehensive income (loss)			Total tax (provision) benefit			After tax total accumulated other comprehensive income (loss)			Total net unrealized gains  (losses) on securities			Net unrealized gains (losses) on forecasted transactions			(Income) loss attributable to NCI
Balance at December 31, 2017	$	1,977.8		$	(695.6	)	$	1,282.2		$	1,295.0		$	(14.8	)	$	2.0
Cumulative effect adjustment	(2,006.0		)	705.8			(1,300.2		)	(1,300.2		)	0			0
Reclassification of disproportionate amounts	0			(4.3		)	(4.3		)	(1.1		)	(3.2		)	0
Adjusted balance at December 31, 2017	(28.2		)	5.9			(22.3		)	(6.3		)	(18.0		)	2.0
Other comprehensive income (loss) before reclassifications:
Investment securities	(203.4		)	42.8			(160.6		)	(160.6		)	0			0
Forecasted transactions	0			0			0			0			0			0
Loss attributable to noncontrolling interest (NCI)	5.1			(1.1		)	4.0			0			0			4.0
Total other comprehensive income (loss) before reclassifications	(198.3		)	41.7			(156.6		)	(160.6		)	0			4.0
Less: Reclassification adjustment for amounts realized in net income by income statement line item:
Net impairment losses recognized in earnings	0			0			0			0			0			0
Net realized gains (losses) on securities	(7.7		)	1.6			(6.1		)	(6.1		)	0			0
Interest expense	(0.2		)	0			(0.2		)	0			(0.2		)	0
Total reclassification adjustment for amounts realized in net income	(7.9		)	1.6			(6.3		)	(6.1		)	(0.2		)	0
Total other comprehensive income (loss)	(190.4		)	40.1			(150.3		)	(154.5		)	0.2			4.0
Balance at March 31, 2018	$	(218.6	)	$	46.0		$	(172.6	)	$	(160.8	)	$	(17.8	)	$	6.0

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Redeemable Noncontrolling Interest (Tables)

3 Months Ended

Mar. 31, 2019

Temporary Equity Disclosure [Abstract]

Redeemable Noncontrolling Interest

The changes in the components of redeemable NCI were:

(millions)	March 31, 2019		March 31, 2018			December 31, 2018
Balance, Beginning of period	$	214.5	$	503.7		$	503.7
Net income attributable to NCI	4.4		11.8			5.7
Other comprehensive income (loss) attributable to NCI1	2.3		(4.0		)	(3.3		)
Exercise of employee stock options	0		1.4			9.4
Purchase/change of ARX minority shares	0		0			(298.2		)
Change in redemption value of NCI	0		1.3			(2.8		)
Balance, End of period	$	221.2	$	514.2		$	214.5

¹Amount represents the other comprehensive income (loss) attributable to NCI, as reflected on the the Consolidated Statements of Comprehensive Income; any reclassification to accumulated other comprehensive income (loss) attributable to NCI due to a change in the minority ownership percentage does not impact the amount of redeemable NCI.

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Net Carrying Amount of Other Intangible Assets

The following table is a summary of the net carrying amount of other intangible assets:

(millions)	March 31, 2019		March 31, 2018		December 31, 2018
Intangible assets subject to amortization	$	264.3	$	336.2	$	282.2
Indefinite-lived intangible assets1	12.4		12.4		12.4
Total	$	276.7	$	348.6	$	294.6

¹ Indefinite-lived intangible assets are comprised of state insurance and agent licenses. State insurance licenses were previously subject to amortization under superseded accounting guidance and have $0.6 million of accumulated amortization for all periods presented.

Intangible Assets Subject to Amortization

Intangible assets subject to amortization consisted of the following:

(millions)	March 31, 2019						March 31, 2018						December 31, 2018
Category	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Policies in force	$	256.2	$	146.4	$	109.8	$	256.2	$	109.8	$	146.4	$	256.2	$	137.3	$	118.9
Agency relationships	159.2		45.5		113.7		159.2		34.2		125.0		159.2		42.6		116.6
Software rights	79.1		42.7		36.4		79.1		32.1		47.0		79.1		40.1		39.0
Trade name	34.8		30.4		4.4		34.8		17.0		17.8		34.8		27.1		7.7
Total	$	529.3	$	265.0	$	264.3	$	529.3	$	193.1	$	336.2	$	529.3	$	247.1	$	282.2

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Leases (Tables)

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Schedule Of Operating Lease Obligations

The minimum commitments under these agreements at December 31, 2018, were as follows: 

(millions)	Commitments
2019	$	64.1
2020	65.5
2021	52.8
2022	24.3
2023	8.5
Thereafter	3.8
Total	$	219.0

Lessee, Operating Lease, Liability, Maturity

At March 31, 2019, the following table shows our operating lease liabilities, on an undiscounted basis for the periods indicated, along with key inputs used to discount our lease liabilities, in accordance with the new accounting standard adopted on January 1, 2019 (see Note 15 – New Accounting Standard for further discussion):

(millions)
2019 (excluding the three months ended March 31, 2019)	$	55.3
2020	72.7
2021	56.3
2022	25.6
2023	9.6
Thereafter	4.4
Total	$	223.9
Interest	(12.5		)
Present value of lease liabilities	$	211.4
Weighted-average remaining term	3.2 years
Weighted-average discount rate	3.5		%

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Basis of Presentation Basis of Presentation-Additional Information (Details) $ in Millions	Mar. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($)	Mar. 31, 2018 USD ($)
Business Acquisition [Line Items]
Assets Held-for-sale, Property, Plant and Equipment | $	$ 52.6	$ 39.3	$ 5.3
ARX Holding Corp.
Business Acquisition [Line Items]
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage	86.80%	86.80%	68.90%
Number of Shares Put Pursuant to Stockholders' Agreement | shares	204,527

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Investments Investment Portfolio by Major Security Type (Detail) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018
Debt Securities, Available-for-Sale, at Fair Value
Cost	$ 30,159.2	$ 30,051.8	$ 25,679.6
Gross Unrealized Gains	307.8	115.4	48.4
Gross Unrealized Losses	(60.9)	(249.6)	(252.5)
Net Holding Period Gains (Losses)	0.5	(10.2)	(3.0)
Total available-for-sale securities	$ 30,406.6	$ 29,907.4	$ 25,472.5
% of Total Fair Value	88.10%	89.10%	87.10%
Equity securities, at Fair Value
Cost	$ 2,215.4	$ 2,151.5	$ 1,925.1
Gross Unrealized Gains	0.0	0.0	0.0
Gross Unrealized Losses	0.0	0.0	0.0
Net Holding Period Gains (Losses)	1,890.5	1,508.5	1,854.0
Fair Value	$ 4,105.9	$ 3,660.0	$ 3,779.1
% of Total Fair Value	11.90%	10.90%	12.90%
Debt and Equity Securities, at Fair Value
Cost	$ 32,374.6	$ 32,203.3	$ 27,604.7
Gross Unrealized Gains	307.8	115.4	48.4
Gross Unrealized Losses	(60.9)	(249.6)	(252.5)
Net Holding Period Gains (Losses)	1,891.0	1,498.3	1,851.0
Fair Value	$ 34,512.5	$ 33,567.4	$ 29,251.6
% of Total Fair Value	100.00%	100.00%	100.00%
Unsettled security transactions, receivable	$ 76.5
Unsettled security transactions, payable		$ 5.9	$ 83.6
Total fair value of non-insurance subsidiary portfolio	1,200.0	2,900.0	2,100.0
Nonredeemable preferred stocks
Equity securities, at Fair Value
Cost	1,021.1	1,002.6	659.6
Gross Unrealized Gains	0.0	0.0	0.0
Gross Unrealized Losses	0.0	0.0	0.0
Net Holding Period Gains (Losses)	74.3	31.3	86.3
Fair Value	$ 1,095.4	$ 1,033.9	$ 745.9
% of Total Fair Value	3.20%	3.10%	2.50%
Common equities
Equity securities, at Fair Value
Cost	$ 1,194.3	$ 1,148.9	$ 1,265.5
Gross Unrealized Gains	0.0	0.0	0.0
Gross Unrealized Losses	0.0	0.0	0.0
Net Holding Period Gains (Losses)	1,816.2	1,477.2	1,767.7
Fair Value	$ 3,010.5	$ 2,626.1	$ 3,033.2
% of Total Fair Value	8.70%	7.80%	10.40%
Total fixed maturities
Debt Securities, Available-for-Sale, at Fair Value
Cost	$ 27,574.5	$ 28,255.9	$ 22,627.2
Gross Unrealized Gains	307.8	115.4	48.4
Gross Unrealized Losses	(60.9)	(249.6)	(252.5)
Net Holding Period Gains (Losses)	0.5	(10.2)	(3.0)
Total available-for-sale securities	$ 27,821.9	$ 28,111.5	$ 22,420.1
% of Total Fair Value	80.60%	83.70%	76.70%
Total fixed maturities | U.S. government obligations
Debt Securities, Available-for-Sale, at Fair Value
Cost	$ 9,685.6	$ 9,897.4	$ 9,081.6
Gross Unrealized Gains	105.5	71.2	3.9
Gross Unrealized Losses	(20.6)	(52.1)	(127.4)
Net Holding Period Gains (Losses)	0.0	0.0	0.0
Total available-for-sale securities	$ 9,770.5	$ 9,916.5	$ 8,958.1
% of Total Fair Value	28.30%	29.50%	30.60%
Total fixed maturities | State and local government obligations
Debt Securities, Available-for-Sale, at Fair Value
Cost	$ 1,505.5	$ 1,654.6	$ 1,732.3
Gross Unrealized Gains	15.4	7.3	4.3
Gross Unrealized Losses	(5.1)	(12.8)	(16.4)
Net Holding Period Gains (Losses)	0.0	0.0	(0.1)
Total available-for-sale securities	$ 1,515.8	$ 1,649.1	$ 1,720.1
% of Total Fair Value	4.40%	4.90%	5.90%
Total fixed maturities | Corporate debt securities
Debt Securities, Available-for-Sale, at Fair Value
Cost	$ 7,870.1	$ 8,808.5	$ 6,102.6
Gross Unrealized Gains	126.3	13.6	4.8
Gross Unrealized Losses	(19.0)	(125.3)	(64.8)
Net Holding Period Gains (Losses)	0.6	(2.5)	(1.5)
Total available-for-sale securities	$ 7,978.0	$ 8,694.3	$ 6,041.1
% of Total Fair Value	23.10%	25.90%	20.70%
Total fixed maturities | Residential mortgage-backed securities
Debt Securities, Available-for-Sale, at Fair Value
Cost	$ 609.9	$ 733.5	$ 746.7
Gross Unrealized Gains	5.7	6.0	9.9
Gross Unrealized Losses	(2.6)	(5.1)	(4.8)
Net Holding Period Gains (Losses)	0.0	0.0	0.0
Total available-for-sale securities	$ 613.0	$ 734.4	$ 751.8
% of Total Fair Value	1.80%	2.20%	2.60%
Total fixed maturities | Commercial mortgage-backed securities
Debt Securities, Available-for-Sale, at Fair Value
Cost	$ 3,825.6	$ 3,332.8	$ 2,289.8
Gross Unrealized Gains	35.9	7.8	4.5
Gross Unrealized Losses	(7.9)	(39.0)	(24.8)
Net Holding Period Gains (Losses)	0.0	0.0	0.0
Total available-for-sale securities	$ 3,853.6	$ 3,301.6	$ 2,269.5
% of Total Fair Value	11.20%	9.80%	7.80%
Total fixed maturities | Other asset-backed securities
Debt Securities, Available-for-Sale, at Fair Value
Cost	$ 3,834.2	$ 3,585.4	$ 2,472.4
Gross Unrealized Gains	10.0	3.6	2.4
Gross Unrealized Losses	(4.5)	(11.8)	(12.9)
Net Holding Period Gains (Losses)	0.1	0.1	0.2
Total available-for-sale securities	$ 3,839.8	$ 3,577.3	$ 2,462.1
% of Total Fair Value	11.10%	10.70%	8.40%
Total fixed maturities | Redeemable preferred stocks
Debt Securities, Available-for-Sale, at Fair Value
Cost	$ 243.6	$ 243.7	$ 201.8
Gross Unrealized Gains	9.0	5.9	18.6
Gross Unrealized Losses	(1.2)	(3.5)	(1.4)
Net Holding Period Gains (Losses)	(0.2)	(7.8)	(1.6)
Total available-for-sale securities	$ 251.2	$ 238.3	$ 217.4
% of Total Fair Value	0.70%	0.70%	0.70%
Short-term investments
Debt Securities, Available-for-Sale, at Fair Value
Cost	$ 2,584.7	$ 1,795.9	$ 3,052.4
Gross Unrealized Gains	0.0	0.0	0.0
Gross Unrealized Losses	0.0	0.0	0.0
Net Holding Period Gains (Losses)	0.0	0.0	0.0
Total available-for-sale securities	$ 2,584.7	$ 1,795.9	$ 3,052.4
% of Total Fair Value	7.50%	5.40%	10.40%

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Investments Hybrid Securities (Detail) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018
Hybrid Instruments [Line Items]
Hybrid securities	$ 254.7	$ 244.7	$ 134.0
State and local government obligations
Hybrid Instruments [Line Items]
Hybrid securities	3.6	3.6	3.7
Corporate debt securities
Hybrid Instruments [Line Items]
Hybrid securities	161.7	158.9	86.4
Other asset-backed securities
Hybrid Instruments [Line Items]
Hybrid securities	4.0	4.5	6.1
Redeemable preferred stocks
Hybrid Instruments [Line Items]
Hybrid securities	$ 85.4	$ 77.7	$ 37.8

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Investments Composition of Fixed Maturities by Maturity (Detail) - Total fixed maturities $ in Millions	Mar. 31, 2019 USD ($)
Debt Securities, Held-to-maturity, Maturity, Allocated and Single Maturity Date, Amortized Cost [Abstract]
Less than one year	$ 4,929.9
One to five years	16,765.4
Five to ten years	5,818.5
Ten years or greater	60.7
Cost	27,574.5
Fair Value
Less than one year	4,934.2
One to five years	16,878.8
Five to ten years	5,945.9
Ten years or greater	63.0
Fair Value	$ 27,821.9

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Investments Gross Unrealized losses by Major Security (Detail) $ in Millions	Mar. 31, 2019 USD ($) security	Dec. 31, 2018 USD ($) security	Mar. 31, 2018 USD ($) security
No. of Sec.
Total | security	640	1,292	1,391
Less than 12 Months | security	77	349	884
12 Months or Greater | security	563	943	507
Fair Value
Total	$ 9,215.7	$ 17,652.2	$ 18,569.8
Less than 12 Months	891.9	5,493.2	14,437.6
12 Months or Greater	8,323.8	12,159.0	4,132.2
Unrealized Losses
Total	(60.9)	(249.6)	(252.5)
Less than 12 Months	(3.9)	(47.3)	(182.1)
12 Months or Greater	$ (57.0)	$ (202.3)	$ (70.4)
U.S. government obligations
No. of Sec.
Total | security	42	51	64
Less than 12 Months | security	1	2	37
12 Months or Greater | security	41	49	27
Fair Value
Total	$ 3,174.0	$ 4,438.0	$ 7,933.8
Less than 12 Months	19.9	126.6	5,954.6
12 Months or Greater	3,154.1	4,311.4	1,979.2
Unrealized Losses
Total	(20.6)	(52.1)	(127.4)
Less than 12 Months	(0.1)	(0.1)	(90.7)
12 Months or Greater	$ (20.5)	$ (52.0)	$ (36.7)
State and local government obligations
No. of Sec.
Total | security	162	299	426
Less than 12 Months | security	10	49	301
12 Months or Greater | security	152	250	125
Fair Value
Total	$ 567.2	$ 972.4	$ 1,263.7
Less than 12 Months	31.4	192.7	890.2
12 Months or Greater	535.8	779.7	373.5
Unrealized Losses
Total	(5.1)	(12.8)	(16.4)
Less than 12 Months	0.0	(0.3)	(9.5)
12 Months or Greater	$ (5.1)	$ (12.5)	$ (6.9)
Corporate debt securities
No. of Sec.
Total | security	153	368	348
Less than 12 Months | security	11	133	290
12 Months or Greater | security	142	235	58
Fair Value
Total	$ 2,555.7	$ 6,723.3	$ 5,082.9
Less than 12 Months	175.9	2,613.3	4,515.1
12 Months or Greater	2,379.8	4,110.0	567.8
Unrealized Losses
Total	(19.0)	(125.3)	(64.8)
Less than 12 Months	(1.1)	(33.4)	(56.1)
12 Months or Greater	$ (17.9)	$ (91.9)	$ (8.7)
Residential mortgage-backed securities
No. of Sec.
Total | security	63	228	211
Less than 12 Months | security	15	32	36
12 Months or Greater | security	48	196	175
Fair Value
Total	$ 299.4	$ 450.2	$ 329.3
Less than 12 Months	139.1	248.8	112.8
12 Months or Greater	160.3	201.4	216.5
Unrealized Losses
Total	(2.6)	(5.1)	(4.8)
Less than 12 Months	(1.1)	(0.8)	(0.5)
12 Months or Greater	$ (1.5)	$ (4.3)	$ (4.3)
Commercial mortgage-backed securities
No. of Sec.
Total | security	76	140	131
Less than 12 Months | security	13	48	89
12 Months or Greater | security	63	92	42
Fair Value
Total	$ 1,294.3	$ 2,328.5	$ 1,974.8
Less than 12 Months	229.1	741.2	1,510.5
12 Months or Greater	1,065.2	1,587.3	464.3
Unrealized Losses
Total	(7.9)	(39.0)	(24.8)
Less than 12 Months	(0.9)	(8.9)	(16.2)
12 Months or Greater	$ (7.0)	$ (30.1)	$ (8.6)
Other asset-backed securities
No. of Sec.
Total | security	142	203	208
Less than 12 Months | security	27	84	129
12 Months or Greater | security	115	119	79
Fair Value
Total	$ 1,294.0	$ 2,691.3	$ 1,958.5
Less than 12 Months	296.5	1,551.7	1,439.1
12 Months or Greater	997.5	1,139.6	519.4
Unrealized Losses
Total	(4.5)	(11.8)	(12.9)
Less than 12 Months	(0.7)	(3.2)	(8.7)
12 Months or Greater	$ (3.8)	$ (8.6)	$ (4.2)
Redeemable preferred stocks
No. of Sec.
Total | security	2	3	3
Less than 12 Months | security	0	1	2
12 Months or Greater | security	2	2	1
Fair Value
Total	$ 31.1	$ 48.5	$ 26.8
Less than 12 Months	0.0	18.9	15.3
12 Months or Greater	31.1	29.6	11.5
Unrealized Losses
Total	(1.2)	(3.5)	(1.4)
Less than 12 Months	0.0	(0.6)	(0.4)
12 Months or Greater	$ (1.2)	$ (2.9)	$ (1.0)

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Investments Total Non-Credit Portion of Other-Than-Temporary Impairment Recorded in Accumulated Other Comprehensive Income, Reflecting Original Non-Credit Loss at Time Credit Impairment (Detail) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018
Other Than Temporary Impairment Non Credit Losses Recognized In Accumulated Other Comprehensive Income [Line Items]
Non-credit portion of other-than-temporary impairments recognized in accumulated other comprehensive income	$ (19.8)	$ (19.8)	$ (20.0)
Residential mortgage-backed securities
Other Than Temporary Impairment Non Credit Losses Recognized In Accumulated Other Comprehensive Income [Line Items]
Non-credit portion of other-than-temporary impairments recognized in accumulated other comprehensive income	(19.7)	(19.7)	(19.7)
Commercial mortgage-backed securities
Other Than Temporary Impairment Non Credit Losses Recognized In Accumulated Other Comprehensive Income [Line Items]
Non-credit portion of other-than-temporary impairments recognized in accumulated other comprehensive income	$ (0.1)	$ (0.1)	$ (0.3)

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Investments OTTI Credit Losses Recognized in Earnings (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Roll Forward]
Beginning balance	$ 500,000	$ 500,000
Other than Temporary Impairment, Credit Losses Recognized in Earnings, Changes in Cash Flows	0	0
Ending balance	500,000	500,000
Other than Temporary Impairment, Credit Losses Recognized in Earnings, Additions, No Previous Impairment	0	0
Residential mortgage-backed securities
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Roll Forward]
Beginning balance	0	0
Other than Temporary Impairment, Credit Losses Recognized in Earnings, Changes in Cash Flows	0	0
Ending balance	0	0
Commercial mortgage-backed securities
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Roll Forward]
Beginning balance	500,000	500,000
Other than Temporary Impairment, Credit Losses Recognized in Earnings, Changes in Cash Flows	0	0
Ending balance	$ 500,000	$ 500,000

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Investments Components of Net Realized Gains (Losses) (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Gain (Loss) on Securities [Line Items]
Debt Securities, Available-for-Sale, Gross Realized Gains on Sales	$ 55.0	$ 11.5
Equity Securities, FV-NI, Gross Realized Gains on Sales	9.4	123.5
Debt and Equity Securities, Gross Realized Gains on Sales	64.4	135.0
Debt Securities, Available-for-Sale, Gross Realized Losses excluding Other-than-Temporary Impairment	(18.3)	(19.7)
Equity Securities, FV-NI, Gross Realized Losses on Sales	0.0	(8.3)
Debt and Equity Securities, Gross Realized Losses on Sales	(18.3)	(28.0)
Debt Securities, Available-for-Sale, Realized Gain (Loss) on Sales, Excluding Other-than-Temporary Impairment	36.7	(8.2)
Equity Securities, FV-NI, Net Realized Gain (Loss) on Sales	9.4	115.2
Gross Realized Gain (Loss), excluding Holding Period and OTTI	46.1	107.0
Unrealized Gain (Loss) on Hybrid Instrument, Net	10.7	(3.2)
Net holding period gains (losses), equity securities	382.0	(152.0)
Net Holding Period Realized Gain (Loss)	392.7	(155.2)
Other than Temporary Impairment Losses, Portion Recognized in Earnings, Net of Sales	(24.3)	0.0
Total net realized gains (losses) on securities	414.5	(48.2)
U.S. government obligations
Gain (Loss) on Securities [Line Items]
Debt Securities, Available-for-Sale, Gross Realized Gains on Sales	36.6	0.0
Debt Securities, Available-for-Sale, Gross Realized Losses excluding Other-than-Temporary Impairment	(7.1)	(8.9)
Debt Securities, Available-for-Sale, Realized Gain (Loss) on Sales, Excluding Other-than-Temporary Impairment	29.5	(8.9)
State and local government obligations
Gain (Loss) on Securities [Line Items]
Debt Securities, Available-for-Sale, Gross Realized Gains on Sales	1.6	8.6
Debt Securities, Available-for-Sale, Gross Realized Losses excluding Other-than-Temporary Impairment	(0.6)	(1.3)
Debt Securities, Available-for-Sale, Realized Gain (Loss) on Sales, Excluding Other-than-Temporary Impairment	1.0	7.3
Corporate debt securities
Gain (Loss) on Securities [Line Items]
Debt Securities, Available-for-Sale, Gross Realized Gains on Sales	16.1	0.1
Debt Securities, Available-for-Sale, Gross Realized Losses excluding Other-than-Temporary Impairment	(6.1)	(3.1)
Debt Securities, Available-for-Sale, Realized Gain (Loss) on Sales, Excluding Other-than-Temporary Impairment	10.0	(3.0)
Residential mortgage-backed securities
Gain (Loss) on Securities [Line Items]
Debt Securities, Available-for-Sale, Gross Realized Losses excluding Other-than-Temporary Impairment	(2.3)	0.0
Debt Securities, Available-for-Sale, Realized Gain (Loss) on Sales, Excluding Other-than-Temporary Impairment	(2.3)	0.0
Commercial mortgage-backed securities
Gain (Loss) on Securities [Line Items]
Debt Securities, Available-for-Sale, Gross Realized Gains on Sales	0.7	1.7
Debt Securities, Available-for-Sale, Gross Realized Losses excluding Other-than-Temporary Impairment	(2.1)	(6.3)
Debt Securities, Available-for-Sale, Realized Gain (Loss) on Sales, Excluding Other-than-Temporary Impairment	(1.4)	(4.6)
Other asset-backed securities
Gain (Loss) on Securities [Line Items]
Debt Securities, Available-for-Sale, Gross Realized Losses excluding Other-than-Temporary Impairment	(0.1)	(0.1)
Debt Securities, Available-for-Sale, Realized Gain (Loss) on Sales, Excluding Other-than-Temporary Impairment	(0.1)	(0.1)
Redeemable preferred stocks
Gain (Loss) on Securities [Line Items]
Debt Securities, Available-for-Sale, Gross Realized Gains on Sales	0.0	1.1
Debt Securities, Available-for-Sale, Realized Gain (Loss) on Sales, Excluding Other-than-Temporary Impairment	0.0	1.1
Nonredeemable preferred stocks
Gain (Loss) on Securities [Line Items]
Equity Securities, FV-NI, Gross Realized Gains on Sales	4.9	3.6
Equity Securities, FV-NI, Gross Realized Losses on Sales	0.0	(0.4)
Equity Securities, FV-NI, Net Realized Gain (Loss) on Sales	4.9	3.2
Common equities
Gain (Loss) on Securities [Line Items]
Equity Securities, FV-NI, Gross Realized Gains on Sales	4.5	119.9
Equity Securities, FV-NI, Gross Realized Losses on Sales	0.0	(7.9)
Equity Securities, FV-NI, Net Realized Gain (Loss) on Sales	4.5	112.0
Other Assets
Gain (Loss) on Securities [Line Items]
Other than Temporary Impairment Losses, Portion Recognized in Earnings, Net of Sales	$ (24.3)	$ 0.0

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Investments Components of Equity Realized Gains (Losses) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Components of Equity Realized Gains (Losses) [Line Items]
Realized Investment Gains (Losses)	$ 391.4	$ (36.8)
Equity Securities, FV-NI, Net Realized Gain (Loss) on Sales	9.4	115.2
Equity Securities, FV-NI, Unrealized Gain (Loss)	$ 382.0	$ (152.0)

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Investments Components of Net Investment Income (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Net Investment Income [Line Items]
Gross investment income	$ 252.9	$ 166.3
Investment expenses	(6.2)	(6.0)
Net Investment Income	246.7	160.3
Total equity securities
Net Investment Income [Line Items]
Gross investment income	28.7	25.9
Total equity securities | Nonredeemable preferred stocks
Net Investment Income [Line Items]
Gross investment income	15.5	10.9
Total equity securities | Common equities
Net Investment Income [Line Items]
Gross investment income	13.2	15.0
Available-for-sale Securities
Net Investment Income [Line Items]
Gross investment income	224.2	140.4
Short-term investments
Net Investment Income [Line Items]
Gross investment income	16.0	10.1
Total fixed maturities
Net Investment Income [Line Items]
Gross investment income	208.2	130.3
Total fixed maturities | U.S. government obligations
Net Investment Income [Line Items]
Gross investment income	53.7	39.8
Total fixed maturities | State and local government obligations
Net Investment Income [Line Items]
Gross investment income	9.3	10.0
Total fixed maturities | Corporate debt securities
Net Investment Income [Line Items]
Gross investment income	77.2	36.2
Total fixed maturities | Residential mortgage-backed securities
Net Investment Income [Line Items]
Gross investment income	6.6	6.9
Total fixed maturities | Commercial mortgage-backed securities
Net Investment Income [Line Items]
Gross investment income	31.7	21.2
Total fixed maturities | Other asset-backed securities
Net Investment Income [Line Items]
Gross investment income	26.0	13.6
Total fixed maturities | Redeemable preferred stocks
Net Investment Income [Line Items]
Gross investment income	$ 3.7	$ 2.6

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Investments - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Investments, Debt and Equity Securities [Abstract]
Deposit Assets	$ 250,700,000
Securities Sold under Agreements to Repurchase	0	$ 0	$ 0
Open reverse repurchase commitments	0	0	0
Gross unrealized losses	60,900,000	252,500,000	249,600,000
Other than Temporary Impairment, Credit Losses Recognized in Earnings, Additions, No Previous Impairment	$ 0	$ 0
Investment Portfolio Duration	2 years 7 months 6 days	2 years 7 months 6 days
Trading securities	$ 0	$ 0	0
Trading Securities, Gain (Loss)	0	0
Derivative Assets (Liabilities), at Fair Value, Net	$ 0	$ 0	$ 0

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Fair Value Composition of Investment Portfolio by Major Security Type (Detail) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	$ 34,512.5	$ 33,567.4	$ 29,251.6
Fair Value	4,734.8	4,532.3	4,048.3
Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	15,371.6	14,345.8	14,639.4
Fair Value	0.0	0.0	0.0
Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	19,110.5	19,191.2	14,606.9
Fair Value	4,734.8	4,532.3	4,048.3
Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	30.4	30.4	5.3
Fair Value	0.0	0.0	0.0
Available-for-sale Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	30,406.6	29,907.4	25,472.5
Available-for-sale Securities | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	12,291.8	11,648.1	11,527.6
Available-for-sale Securities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	18,114.8	18,259.3	13,944.9
Available-for-sale Securities | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total equity securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	4,105.9	3,660.0	3,779.1
Total equity securities | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	3,079.8	2,697.7	3,111.8
Total equity securities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	995.7	931.9	662.0
Total equity securities | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	30.4	30.4	5.3
Total equity securities | Nonredeemable preferred stocks
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	1,095.4	1,033.9	745.9
Total equity securities | Nonredeemable preferred stocks | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	69.6	71.9	78.9
Total equity securities | Nonredeemable preferred stocks | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	995.7	931.9	662.0
Total equity securities | Nonredeemable preferred stocks | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	30.1	30.1	5.0
Total equity securities | Nonredeemable preferred stocks | Financials
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	1,049.7	984.1	740.9
Total equity securities | Nonredeemable preferred stocks | Financials | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	69.6	71.9	78.9
Total equity securities | Nonredeemable preferred stocks | Financials | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	955.0	887.1	662.0
Total equity securities | Nonredeemable preferred stocks | Financials | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	25.1	25.1	0.0
Total equity securities | Nonredeemable preferred stocks | Utilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	40.7	44.8	0.0
Total equity securities | Nonredeemable preferred stocks | Utilities | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total equity securities | Nonredeemable preferred stocks | Utilities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	40.7	44.8	0.0
Total equity securities | Nonredeemable preferred stocks | Utilities | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total equity securities | Nonredeemable preferred stocks | Industrials
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	5.0	5.0	5.0
Total equity securities | Nonredeemable preferred stocks | Industrials | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total equity securities | Nonredeemable preferred stocks | Industrials | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total equity securities | Nonredeemable preferred stocks | Industrials | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	5.0	5.0	5.0
Total equity securities | Common equities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	3,010.5	2,626.1	3,033.2
Total equity securities | Common equities | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	3,010.2	2,625.8	3,032.9
Total equity securities | Common equities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total equity securities | Common equities | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.3	0.3	0.3
Total equity securities | Common equities | Common equities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	3,010.2	2,625.8	3,032.9
Total equity securities | Common equities | Common equities | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	3,010.2	2,625.8	3,032.9
Total equity securities | Common equities | Common equities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total equity securities | Common equities | Common equities | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total equity securities | Common equities | Other risk investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.3	0.3	0.3
Total equity securities | Common equities | Other risk investments | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total equity securities | Common equities | Other risk investments | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total equity securities | Common equities | Other risk investments | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.3	0.3	0.3
Carrying (Reported) Amount, Fair Value Disclosure
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	32,374.6	32,203.3	27,604.7
Long-term Debt	4,405.4	4,404.9	3,859.2
Carrying (Reported) Amount, Fair Value Disclosure | Available-for-sale Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	30,159.2	30,051.8	25,679.6
Carrying (Reported) Amount, Fair Value Disclosure | Total equity securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	2,215.4	2,151.5	1,925.1
Carrying (Reported) Amount, Fair Value Disclosure | Total equity securities | Nonredeemable preferred stocks
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	1,021.1	1,002.6	659.6
Carrying (Reported) Amount, Fair Value Disclosure | Total equity securities | Nonredeemable preferred stocks | Financials
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	976.1	951.6	654.6
Carrying (Reported) Amount, Fair Value Disclosure | Total equity securities | Nonredeemable preferred stocks | Utilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	40.0	46.0	0.0
Carrying (Reported) Amount, Fair Value Disclosure | Total equity securities | Nonredeemable preferred stocks | Industrials
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	5.0	5.0	5.0
Carrying (Reported) Amount, Fair Value Disclosure | Total equity securities | Common equities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	1,194.3	1,148.9	1,265.5
Carrying (Reported) Amount, Fair Value Disclosure | Total equity securities | Common equities | Common equities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	1,194.0	1,148.6	1,265.2
Carrying (Reported) Amount, Fair Value Disclosure | Total equity securities | Common equities | Other risk investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.3	0.3	0.3
Total fixed maturities | Available-for-sale Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	27,821.9	28,111.5	22,420.1
Total fixed maturities | Available-for-sale Securities | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	9,780.9	9,926.0	8,958.1
Total fixed maturities | Available-for-sale Securities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	18,041.0	18,185.5	13,462.0
Total fixed maturities | Available-for-sale Securities | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | Debt Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	19,264.3	20,259.9	16,719.3
Total fixed maturities | Available-for-sale Securities | Debt Securities | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	9,770.5	9,916.5	8,958.1
Total fixed maturities | Available-for-sale Securities | Debt Securities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	9,493.8	10,343.4	7,761.2
Total fixed maturities | Available-for-sale Securities | Debt Securities | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | Asset-backed Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	8,306.4	7,613.3	5,483.4
Total fixed maturities | Available-for-sale Securities | Asset-backed Securities | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | Asset-backed Securities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	8,306.4	7,613.3	5,483.4
Total fixed maturities | Available-for-sale Securities | Asset-backed Securities | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | U.S. government obligations | Debt Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	9,770.5	9,916.5	8,958.1
Total fixed maturities | Available-for-sale Securities | U.S. government obligations | Debt Securities | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	9,770.5	9,916.5	8,958.1
Total fixed maturities | Available-for-sale Securities | U.S. government obligations | Debt Securities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | U.S. government obligations | Debt Securities | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | State and local government obligations | Debt Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	1,515.8	1,649.1	1,720.1
Total fixed maturities | Available-for-sale Securities | State and local government obligations | Debt Securities | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | State and local government obligations | Debt Securities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	1,515.8	1,649.1	1,720.1
Total fixed maturities | Available-for-sale Securities | State and local government obligations | Debt Securities | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | Corporate debt securities | Debt Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	7,978.0	8,694.3	6,041.1
Total fixed maturities | Available-for-sale Securities | Corporate debt securities | Debt Securities | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | Corporate debt securities | Debt Securities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	7,978.0	8,694.3	6,041.1
Total fixed maturities | Available-for-sale Securities | Corporate debt securities | Debt Securities | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | Residential mortgage-backed securities | Asset-backed Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	613.0	734.4	751.8
Total fixed maturities | Available-for-sale Securities | Residential mortgage-backed securities | Asset-backed Securities | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | Residential mortgage-backed securities | Asset-backed Securities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	613.0	734.4	751.8
Total fixed maturities | Available-for-sale Securities | Residential mortgage-backed securities | Asset-backed Securities | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | Commercial mortgage-backed securities | Asset-backed Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	3,853.6	3,301.6	2,269.5
Total fixed maturities | Available-for-sale Securities | Commercial mortgage-backed securities | Asset-backed Securities | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | Commercial mortgage-backed securities | Asset-backed Securities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	3,853.6	3,301.6	2,269.5
Total fixed maturities | Available-for-sale Securities | Commercial mortgage-backed securities | Asset-backed Securities | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | Other asset-backed securities | Asset-backed Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	3,839.8	3,577.3	2,462.1
Total fixed maturities | Available-for-sale Securities | Other asset-backed securities | Asset-backed Securities | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | Other asset-backed securities | Asset-backed Securities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	3,839.8	3,577.3	2,462.1
Total fixed maturities | Available-for-sale Securities | Other asset-backed securities | Asset-backed Securities | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | Redeemable preferred stocks
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	251.2	238.3	217.4
Total fixed maturities | Available-for-sale Securities | Redeemable preferred stocks | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	10.4	9.5	0.0
Total fixed maturities | Available-for-sale Securities | Redeemable preferred stocks | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	240.8	228.8	217.4
Total fixed maturities | Available-for-sale Securities | Redeemable preferred stocks | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | Redeemable preferred stocks | Financials
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	81.3	78.2	64.0
Total fixed maturities | Available-for-sale Securities | Redeemable preferred stocks | Financials | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | Redeemable preferred stocks | Financials | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	81.3	78.2	64.0
Total fixed maturities | Available-for-sale Securities | Redeemable preferred stocks | Financials | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | Redeemable preferred stocks | Utilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	11.6
Total fixed maturities | Available-for-sale Securities | Redeemable preferred stocks | Utilities | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | Redeemable preferred stocks | Utilities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	11.6
Total fixed maturities | Available-for-sale Securities | Redeemable preferred stocks | Utilities | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Available-for-sale Securities | Redeemable preferred stocks | Industrials
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	169.9	160.1	141.8
Total fixed maturities | Available-for-sale Securities | Redeemable preferred stocks | Industrials | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	10.4	9.5	0.0
Total fixed maturities | Available-for-sale Securities | Redeemable preferred stocks | Industrials | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	159.5	150.6	141.8
Total fixed maturities | Available-for-sale Securities | Redeemable preferred stocks | Industrials | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Total fixed maturities | Carrying (Reported) Amount, Fair Value Disclosure | Available-for-sale Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	27,574.5	28,255.9	22,627.2
Total fixed maturities | Carrying (Reported) Amount, Fair Value Disclosure | Available-for-sale Securities | Debt Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	19,061.2	20,360.5	16,916.5
Total fixed maturities | Carrying (Reported) Amount, Fair Value Disclosure | Available-for-sale Securities | Asset-backed Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	8,269.7	7,651.7	5,508.9
Total fixed maturities | Carrying (Reported) Amount, Fair Value Disclosure | Available-for-sale Securities | U.S. government obligations | Debt Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	9,685.6	9,897.4	9,081.6
Total fixed maturities | Carrying (Reported) Amount, Fair Value Disclosure | Available-for-sale Securities | State and local government obligations | Debt Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	1,505.5	1,654.6	1,732.3
Total fixed maturities | Carrying (Reported) Amount, Fair Value Disclosure | Available-for-sale Securities | Corporate debt securities | Debt Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	7,870.1	8,808.5	6,102.6
Total fixed maturities | Carrying (Reported) Amount, Fair Value Disclosure | Available-for-sale Securities | Residential mortgage-backed securities | Asset-backed Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	609.9	733.5	746.7
Total fixed maturities | Carrying (Reported) Amount, Fair Value Disclosure | Available-for-sale Securities | Commercial mortgage-backed securities | Asset-backed Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	3,825.6	3,332.8	2,289.8
Total fixed maturities | Carrying (Reported) Amount, Fair Value Disclosure | Available-for-sale Securities | Other asset-backed securities | Asset-backed Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	3,834.2	3,585.4	2,472.4
Total fixed maturities | Carrying (Reported) Amount, Fair Value Disclosure | Available-for-sale Securities | Redeemable preferred stocks
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	243.6	243.7	201.8
Total fixed maturities | Carrying (Reported) Amount, Fair Value Disclosure | Available-for-sale Securities | Redeemable preferred stocks | Financials
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	79.2	79.3	61.2
Total fixed maturities | Carrying (Reported) Amount, Fair Value Disclosure | Available-for-sale Securities | Redeemable preferred stocks | Utilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	10.7
Total fixed maturities | Carrying (Reported) Amount, Fair Value Disclosure | Available-for-sale Securities | Redeemable preferred stocks | Industrials
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	164.4	164.4	129.9
Short-term investments | Available-for-sale Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	2,584.7	1,795.9	3,052.4
Short-term investments | Available-for-sale Securities | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	2,510.9	1,722.1	2,569.5
Short-term investments | Available-for-sale Securities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	73.8	73.8	482.9
Short-term investments | Available-for-sale Securities | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	0.0	0.0	0.0
Short-term investments | Carrying (Reported) Amount, Fair Value Disclosure | Available-for-sale Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value	$ 2,584.7	$ 1,795.9	$ 3,052.4

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Fair Value Summary of Changes in Fair Value Associated with Level 3 Assets (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 30.4	$ 5.3
Calls/ Maturities/ Paydowns	0.0	0.0
Purchases	0.0	0.0
Sales	0.0	0.0
Net Realized (Gain)/Loss on Sales	0.0	0.0
Change in Valuation	0.0	0.0
Net Transfers In (Out)	0.0	0.0
Fair value, ending balance	30.4	5.3
Total equity securities | Nonredeemable preferred stocks | Financials
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	25.1	0.0
Calls/ Maturities/ Paydowns	0.0	0.0
Purchases	0.0	0.0
Sales	0.0	0.0
Net Realized (Gain)/Loss on Sales	0.0	0.0
Change in Valuation	0.0	0.0
Net Transfers In (Out)	0.0	0.0
Fair value, ending balance	25.1	0.0
Total equity securities | Nonredeemable preferred stocks | Industrials
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	5.0	5.0
Calls/ Maturities/ Paydowns	0.0	0.0
Purchases	0.0	0.0
Sales	0.0	0.0
Net Realized (Gain)/Loss on Sales	0.0	0.0
Change in Valuation	0.0	0.0
Net Transfers In (Out)	0.0	0.0
Fair value, ending balance	5.0	5.0
Total equity securities | Common equities | Other risk investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	0.3	0.3
Calls/ Maturities/ Paydowns	0.0	0.0
Purchases	0.0	0.0
Sales	0.0	0.0
Net Realized (Gain)/Loss on Sales	0.0	0.0
Change in Valuation	0.0	0.0
Net Transfers In (Out)	0.0	0.0
Fair value, ending balance	$ 0.3	$ 0.3

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Fair Value Summary of Quantitative Information about Level 3 Fair Value Measurements (Details) $ / shares in Units, $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2019 USD ($) $ / shares	Mar. 31, 2018 USD ($) $ / shares	Dec. 31, 2018 USD ($) $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Investments, Fair Value	$ 34,512.5	$ 29,251.6	$ 33,567.4
Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Investments, Fair Value	30.4	5.3	30.4
Internal Pricing | Nonredeemable preferred stocks | Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Investments, Fair Value	30.1	5.0	30.1
Internal Pricing | Financials | Nonredeemable preferred stocks | Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Investments, Fair Value	$ 25.1	0.0	$ 25.1
Fair Value Inputs, Original Issue Price | $ / shares	$ 9.0		$ 9.0
Internal Pricing | Industrials | Nonredeemable preferred stocks | Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Investments, Fair Value	$ 5.0	$ 5.0	$ 5.0
Fair Value Inputs, Price-to-Sales Ratio	5.5		5.5
Fair Value Inputs, Original Issue Price | $ / shares		$ 3.9
Total Quantitative Level Three Securities | Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Investments, Fair Value	$ 30.1	$ 5.0	$ 30.1
Third Party Pricing Exemption Securities | Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Investments, Fair Value	$ 0.3	$ 0.3	$ 0.3

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Fair Value - Additional Information (Detail)	Mar. 31, 2019 USD ($) security	Dec. 31, 2018 USD ($) security	Mar. 31, 2018 USD ($) security
Fair Value Measurements [Line Items]
Investments, Fair Value	$ 34,512,500,000	$ 33,567,400,000	$ 29,251,600,000
Fair Value, Inputs, Level 1
Fair Value Measurements [Line Items]
Vendor Quoted Prices, Percent of FV Hierarchy Level	77.00%	79.00%	75.00%
Investments, Fair Value	$ 15,371,600,000	$ 14,345,800,000	$ 14,639,400,000
Fair Value, Inputs, Level 2
Fair Value Measurements [Line Items]
Vendor Quoted Prices, Percent of FV Hierarchy Level	99.00%	99.00%	99.00%
Dealer Quoted Prices, Percent of FV Hierarchy Level	1.00%	1.00%	1.00%
Investments, Fair Value	$ 19,110,500,000	$ 19,191,200,000	$ 14,606,900,000
Fair Value, Inputs, Level 3
Fair Value Measurements [Line Items]
Investments, Fair Value	30,400,000	30,400,000	5,300,000
Total fixed maturities | Fair Value, Inputs, Level 3
Fair Value Measurements [Line Items]
Investments, Fair Value	0	0	0
Nonredeemable preferred stocks | Internal Pricing | Fair Value, Inputs, Level 3
Fair Value Measurements [Line Items]
Investments, Fair Value	$ 30,100,000	$ 30,100,000	$ 5,000,000.0
Number of securities | security	2	2	1
Common equities | Internal Pricing | Fair Value, Inputs, Level 3
Fair Value Measurements [Line Items]
Investments, Fair Value	$ 300,000	$ 300,000	$ 300,000
Number of securities | security	1	1	1

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Debt (Detail) - USD ($) $ in Millions		Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018
Debt Instrument [Line Items]
Fair Value		$ 4,734.8	$ 4,532.3	$ 4,048.3
Debt, Long-term and Short-term, Combined Amount	[1]	4,405.4	4,404.9	3,859.2
3.75% Senior Notes due 2021
Debt Instrument [Line Items]
Long-term Debt		499.2	499.1	498.9
Fair Value		509.7	506.5	512.1
2.45% Senior Notes due 2027
Debt Instrument [Line Items]
Long-term Debt		496.6	496.5	496.2
Fair Value		475.6	455.5	458.3
6 5/8% Senior Notes due 2029
Debt Instrument [Line Items]
Long-term Debt		296.4	296.4	296.2
Fair Value		377.8	368.5	370.4
4.00% Senior Notes due 2029
Debt Instrument [Line Items]
Long-term Debt		544.6	544.5	0.0
Fair Value		587.9	562.4	0.0
6.25% Senior Notes due 2032
Debt Instrument [Line Items]
Long-term Debt		395.6	395.5	395.4
Fair Value		508.5	496.6	498.9
4.35% Senior Notes due 2044
Debt Instrument [Line Items]
Long-term Debt		346.6	346.6	346.5
Fair Value		371.6	350.2	360.2
3.70% Senior Notes due 2045
Debt Instrument [Line Items]
Long-term Debt		395.3	395.3	395.2
Fair Value		389.7	366.7	376.6
4.125% Senior Notes due 2047
Debt Instrument [Line Items]
Long-term Debt		841.4	841.4	841.3
Fair Value		885.4	831.9	858.6
4.20% Senior Notes due 2048
Debt Instrument [Line Items]
Long-term Debt		589.7	589.6	589.5
Fair Value		$ 628.6	$ 594.0	$ 613.2

[1] Consists of long-term debt. See Note 4 – Debt for further discussion.

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Debt - Additional Information (Detail) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Oct. 31, 2018	Mar. 31, 2019	Dec. 31, 2018
Discretionary Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 250,000,000
Debt term		30 days
Borrowings outstanding		$ 0	$ 0
3.75% Senior Notes due 2021
Debt Instrument [Line Items]
Debt, stated interest rate		3.75%
2.45% Senior Notes due 2027
Debt Instrument [Line Items]
Debt, stated interest rate		2.45%
4.20% Senior Notes due 2048
Debt Instrument [Line Items]
Debt, stated interest rate		4.20%
6 5/8% Senior Notes due 2029
Debt Instrument [Line Items]
Debt, stated interest rate		6.625%
6.25% Senior Notes due 2032
Debt Instrument [Line Items]
Debt, stated interest rate		6.25%
4.35% Senior Notes due 2044
Debt Instrument [Line Items]
Debt, stated interest rate		4.35%
3.70% Senior Notes due 2045
Debt Instrument [Line Items]
Debt, stated interest rate		3.70%
4.125% Senior Notes due 2047
Debt Instrument [Line Items]
Debt, stated interest rate		4.125%
4.00% Senior Notes due 2029
Debt Instrument [Line Items]
Debt, face amount	$ 550,000,000
Debt, stated interest rate	4.00%	4.00%
Proceeds, net of underwriter's discounts and commissions	$ 544,500,000
Federal Funds Open Rate | Discretionary Line of Credit
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		0.50%

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Income Taxes Additional Information (Details)	3 Months Ended
	Mar. 31, 2019 USD ($) Investment	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)
Income Taxes [Line Items]
Valuation allowance	$ 0	$ 0	$ 0
Effective Income Tax Rate Reconciliation, Percent	30.90%	19.90%
Alternative Energy
Income Taxes [Line Items]
Effective Income Tax Rate Reconciliation, Tax Credit, Investment, Amount	$ 156,100,000
Number of Sponsors | Investment	3

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Loss and Loss Adjustment Expense Reserves (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017
Liability for Claims and Claims Adjustment Expense [Line Items]
Loss and loss adjustment expense reserves	$ 15,876.6	$ 13,329.0	$ 15,400.8	$ 13,086.9
Reinsurance Recoverable for Unpaid Claims and Claims Adjustments and Liability for Unpaid Claims and Claim Adjustment Expense, Other Reconciling Item	2,708.4	2,137.0	2,572.7	2,170.1
Liability for Unpaid Claims and Claims Adjustment Expense, Net	13,168.2	11,192.0	$ 12,828.1	$ 10,916.8
Current Year Claims and Claims Adjustment Expense	5,616.4	4,815.2
Prior Year Claims and Claims Adjustment Expense	(142.6)	(55.6)
Liability for Unpaid Claims and Claims Adjustment Expense, Incurred Claims	5,759.0	4,870.8
Liability for Unpaid Claims and Claims Adjustment Expense, Claims Paid, Current Year	2,517.5	2,217.8
Liability for Unpaid Claims and Claims Adjustment Expense, Claims Paid, Prior Years	2,901.4	2,377.8
Liability for Unpaid Claims and Claims Adjustment Expense, Claims Paid	$ 5,418.9	4,595.6
Short-duration Insurance Contracts, Accident Year 2018 [Member]
Liability for Claims and Claims Adjustment Expense [Line Items]
Percent of Prior Year Claims and Claims Adjustment Expense	40.00%
Short-duration Insurance Contracts, Accident Year 2017 [Member]
Liability for Claims and Claims Adjustment Expense [Line Items]
Percent of Prior Year Claims and Claims Adjustment Expense	15.00%
Short-duration Insurance Contracts, Accident Years 2015 and Prior
Liability for Claims and Claims Adjustment Expense [Line Items]
Prior Year Claims and Claims Adjustment Expense		6.0
Personal Lines | Personal auto businesses
Liability for Claims and Claims Adjustment Expense [Line Items]
Prior Year Claims and Claims Adjustment Expense	$ (111.0)	(35.0)
Personal Lines | Agency Auto
Liability for Claims and Claims Adjustment Expense [Line Items]
Prior Year Claims and Claims Adjustment Expense		(24.0)
Personal Lines | Direct Auto
Liability for Claims and Claims Adjustment Expense [Line Items]
Prior Year Claims and Claims Adjustment Expense		(11.0)
Personal Lines | Special Lines
Liability for Claims and Claims Adjustment Expense [Line Items]
Prior Year Claims and Claims Adjustment Expense	(8.0)
Commercial Lines
Liability for Claims and Claims Adjustment Expense [Line Items]
Prior Year Claims and Claims Adjustment Expense	$ (22.0)	(19.0)
Property
Liability for Claims and Claims Adjustment Expense [Line Items]
Prior Year Claims and Claims Adjustment Expense		$ (2.0)

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Supplemental Cash Flow Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017
Open reverse repurchase commitments	$ 0	$ 0	$ 0
Dividends payable	58,400,000		1,467,900,000	$ 655,100,000
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	10,900,000
Operating Lease, Payments	18,800,000
Income Taxes Paid	20,000,000.0	0
Interest Paid, Including Capitalized Interest, Operating and Investing Activities	53,300,000	33,300,000
Cash and Cash Equivalents | ARX Holding Corp.
Open reverse repurchase commitments	$ 185,600,000	$ 166,600,000	$ 117,300,000

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Segment Information Operating Results (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Segment Reporting Information [Line Items]
Revenues	$ 9,300.0	$ 7,430.1
Pretax Profit (Loss)	1,567.5	910.8
Amortization of intangible assets	17.9	18.0
Personal Lines | Agency | Underwriting operations
Segment Reporting Information [Line Items]
Revenues	3,508.5	3,063.8
Pretax Profit (Loss)	453.0	409.1
Personal Lines | Direct | Underwriting operations
Segment Reporting Information [Line Items]
Revenues	3,576.3	3,016.3
Pretax Profit (Loss)	321.9	298.0
Operating Segments | Underwriting operations
Segment Reporting Information [Line Items]
Revenues	8,459.8	7,174.0
Pretax Profit (Loss)	949.2	830.6
Operating Segments | Personal Lines | Underwriting operations
Segment Reporting Information [Line Items]
Revenues	7,084.8	6,080.1
Pretax Profit (Loss)	$ 774.9	$ 707.1
Personal auto insurance percentage of the total personal lines segment net premiums earned	94.00%	94.00%
Operating Segments | Commercial Lines | Underwriting operations
Segment Reporting Information [Line Items]
Revenues	$ 1,013.0	$ 808.6
Pretax Profit (Loss)	166.6	94.8
Operating Segments | Property | Underwriting operations
Segment Reporting Information [Line Items]
Revenues	362.0	285.3
Pretax Profit (Loss)	7.7	28.5
Amortization of intangible assets	17.9	18.0
Operating Segments | Other Indemnity | Underwriting operations
Segment Reporting Information [Line Items]
Revenues	0.0	0.0
Pretax Profit (Loss)	0.0	0.2
Segment Reconciling Items | Fees and other revenues
Segment Reporting Information [Line Items]
Revenues	130.2	103.8
Segment Reconciling Items | Service businesses
Segment Reporting Information [Line Items]
Revenues	42.6	34.2
Pretax Profit (Loss)	4.5	4.9
Segment Reconciling Items | Investment income
Segment Reporting Information [Line Items]
Revenues	667.4	118.1
Pretax Profit (Loss)	661.2	112.1
Segment Reconciling Items | Interest expense
Segment Reporting Information [Line Items]
Pretax Profit (Loss)	$ (47.4)	$ (36.8)

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Segment Information Underwriting Margins and Combined Ratios for our Underwriting Operations (Detail) - Underwriting operations	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Personal Lines | Agency
Segment Reporting Information [Line Items]
Underwriting Margin	12.90%	13.40%
Combined Ratio	87.10%	86.60%
Personal Lines | Direct
Segment Reporting Information [Line Items]
Underwriting Margin	9.00%	9.90%
Combined Ratio	91.00%	90.10%
Operating Segments
Segment Reporting Information [Line Items]
Underwriting Margin	11.20%	11.60%
Combined Ratio	88.80%	88.40%
Operating Segments | Personal Lines
Segment Reporting Information [Line Items]
Underwriting Margin	10.90%	11.60%
Combined Ratio	89.10%	88.40%
Operating Segments | Commercial Lines
Segment Reporting Information [Line Items]
Underwriting Margin	16.40%	11.70%
Combined Ratio	83.60%	88.30%
Operating Segments | Property
Segment Reporting Information [Line Items]
Underwriting Margin	2.10%	10.00%
Combined Ratio	97.90%	90.00%
Combined ratio amortization points	0.050	0.063

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Dividends (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended		3 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017
Dividends paid to common shareholders	$ 1,467.9	$ 654.9	$ 1,467.9	$ 654.9
Dividends payable			$ 58.4		$ 1,467.9	$ 655.1
Annual variable dividend
Common Stock, Dividends, Per Share, Cash Paid	$ 2.5140	$ 1.1247
Series B Preferred Stock
Preferred Stock, Dividends Per Share, Declared			$ 26.875
Dividends, Preferred Stock, Cash			$ 13.4
Series B Preferred Stock | Serial Preferred Stock
Preferred Stock, Dividends Per Share, Declared			$ 26.875	$ 0.000
Preferred Stock, Shares Issued (shares)			500,000.0	500,000.0	500,000.0

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Dividends - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended		60 Months Ended
	Mar. 31, 2023	Mar. 31, 2019	Mar. 31, 2018	Mar. 14, 2023	Dec. 31, 2018	Dec. 31, 2017
Class of Stock [Line Items]
Common Stock, Dividends, Per Share, Declared		$ 0.10	$ 0.0000
Dividends payable		$ 58.4			$ 1,467.9	$ 655.1
Series B Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Dividends Per Share, Declared		$ 26.875
Dividends, Preferred Stock, Cash		$ 13.4
Preferred Stock, Shares Outstanding (shares)		500,000
Preferred Stock, Liquidation Preference Per Share (USD per share)		$ 1,000
Series B Preferred Stock | Serial Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Dividends Per Share, Declared		$ 26.875	$ 0.000
Preferred Stock, Shares Outstanding (shares)		500,000.0	500,000.0		500,000.0
Preferred Stock, Liquidation Preference Per Share (USD per share)		$ 1,000	$ 1,000		$ 1,000
Scenario, Forecast | Series B Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Dividend Rate, Percentage				5.375%
London Interbank Offered Rate (LIBOR) | Scenario, Forecast | Series B Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Basis Spread on Variable Rate	2.539%

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Other Comprehensive Income (Loss) Components of Other Comprehensive Income (Loss) Including Reclassification Adjustments by Income Statement (Detail) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward]
AOCI before Tax, Attributable to Parent, beginning balance	$ (153.0)	$ 1,977.8	$ 1,977.8
Pretax Cumulative Effect of New Accounting Principal in Period of Adoption		(2,006.0)	(2,006.0)
Pretax Reclassification of Stranded Amounts in AOCI to Retained Earnings		0.0	0.0
AOCI before Tax, Attributable to Parent, after Cumulative Effect Adjustment		(28.2)	(28.2)
Other Comprehensive Income (Loss), Securities, Available-for-Sale, Unrealized Holding Gain (Loss) Arising During Period, before Tax	414.5	(203.4)
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax	0.0	0.0
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Noncontrolling Interest	(2.9)	5.1
OCI, before Reclassifications, before Tax, Attributable to Parent	411.6	(198.3)
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI for Write-down of Securities, before Tax	0.0	0.0
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, before Tax	33.4	(7.7)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax	(0.3)	(0.2)
Total reclassification adjustment for amounts realized in net income, pre tax	33.1	(7.9)
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Parent	378.5	(190.4)
AOCI before Tax, Attributable to Parent, ending balance	225.5	(218.6)	(153.0)
Accumulated Other Comprehensive Income (Loss), Tax [Roll Forward]
AOCI Tax, Attributable to Parent, beginning balance	32.1	(695.6)	(695.6)
Tax, Cumulative Effect of New Accounting Principal in Period of Adoption		705.8	705.8
Tax, Reclassification of Stranded Amounts in AOCI to Retained Earnings		(4.3)	(4.3)
AOCI Tax, Attributable to Parent, After Cumulative Effect Adjustment		5.9	5.9
Other Comprehensive Income (Loss), Securities, Available-for-Sale, Unrealized Holding Gain (Loss) Arising During Period, Tax	(87.0)	42.8
Forecasted transactions, Total tax (provision) benefit	0.0	0.0
Other Comprehensive Income (Loss), Tax, Portion Attributable to Noncontrolling Interest	0.6	(1.1)
Other Comprehensive Income (Loss), Available-for-sale Securities, before Reclassification Adjustments, Tax	(86.4)	41.7
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI for Write-down of Securities, Tax	0.0	0.0
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Tax	(7.0)	1.6
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax	0.1	0.0
Total reclassification adjustment for amounts realized in net income, Total tax (provision) benefit	(6.9)	1.6
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent	(79.5)	40.1
AOCI Tax, Attributable to Parent, ending balance	(47.4)	46.0	32.1
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
After tax total accumulated other comprehensive income, beginning balance	(120.9)	1,282.2	1,282.2
Cumulative Effect of New Accounting Principle in Period of Adoption		(1,300.2)	(1,300.2)
Reclassification of Stranded Amounts in AOCI to Retained Earnings		(4.3)	(4.3)
AOCI, Net of Tax, After Cumulative Effect Adjustment		(22.3)	(22.3)
Other Comprehensive Income (Loss), Securities, Available-for-Sale, Unrealized Holding Gain (Loss) Arising During Period, after Tax	327.5	(160.6)
Forecasted transactions, after tax	0.0	0.0
Other comprehensive (income) loss attributable to NCI	(2.3)	4.0	3.3
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	325.2	(156.6)
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI for Write-down of Securities, Net of Tax	0.0	0.0
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Net of Tax	26.4	(6.1)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax	(0.2)	(0.2)
Total reclassification adjustment for amounts realized in net income, after tax	26.2	(6.3)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	299.0	(150.3)
After tax total accumulated other comprehensive income, ending balance	178.1	(172.6)	(120.9)
Total net unrealized gains (losses) on securities
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
After tax total accumulated other comprehensive income, beginning balance	(105.6)	1,295.0	1,295.0
Cumulative Effect of New Accounting Principle in Period of Adoption		(1,300.2)	(1,300.2)
Reclassification of Stranded Amounts in AOCI to Retained Earnings		(1.1)	(1.1)
AOCI, Net of Tax, After Cumulative Effect Adjustment		(6.3)	(6.3)
Other Comprehensive Income (Loss), Securities, Available-for-Sale, Unrealized Holding Gain (Loss) Arising During Period, after Tax	327.5	(160.6)
Forecasted transactions, after tax	0.0	0.0
Other comprehensive (income) loss attributable to NCI	0.0	0.0
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	327.5	(160.6)
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI for Write-down of Securities, Net of Tax	0.0	0.0
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Net of Tax	26.4	(6.1)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax	0.0	0.0
Total reclassification adjustment for amounts realized in net income, after tax	26.4	(6.1)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	301.1	(154.5)
After tax total accumulated other comprehensive income, ending balance	195.5	(160.8)	(105.6)
Net unrealized gains (losses) on forecasted transactions
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
After tax total accumulated other comprehensive income, beginning balance	(17.2)	(14.8)	(14.8)
Cumulative Effect of New Accounting Principle in Period of Adoption		0.0	0.0
Reclassification of Stranded Amounts in AOCI to Retained Earnings		(3.2)	(3.2)
AOCI, Net of Tax, After Cumulative Effect Adjustment		(18.0)	(18.0)
Other Comprehensive Income (Loss), Securities, Available-for-Sale, Unrealized Holding Gain (Loss) Arising During Period, after Tax	0.0	0.0
Forecasted transactions, after tax	0.0	0.0
Other comprehensive (income) loss attributable to NCI	0.0	0.0
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	0.0	0.0
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI for Write-down of Securities, Net of Tax	0.0	0.0
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Net of Tax	0.0	0.0
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax	(0.2)	(0.2)
Total reclassification adjustment for amounts realized in net income, after tax	(0.2)	(0.2)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	0.2	0.2
After tax total accumulated other comprehensive income, ending balance	(17.0)	(17.8)	(17.2)
(Income) loss attributable to NCI
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
After tax total accumulated other comprehensive income, beginning balance	1.9	2.0	2.0
Cumulative Effect of New Accounting Principle in Period of Adoption		0.0	0.0
Reclassification of Stranded Amounts in AOCI to Retained Earnings		0.0	0.0
AOCI, Net of Tax, After Cumulative Effect Adjustment		2.0	2.0
Other Comprehensive Income (Loss), Securities, Available-for-Sale, Unrealized Holding Gain (Loss) Arising During Period, after Tax	0.0	0.0
Forecasted transactions, after tax	0.0	0.0
Other comprehensive (income) loss attributable to NCI	(2.3)	4.0
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	(2.3)	4.0
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI for Write-down of Securities, Net of Tax	0.0	0.0
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Net of Tax	0.0	0.0
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax	0.0	0.0
Total reclassification adjustment for amounts realized in net income, after tax	0.0	0.0
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	(2.3)	4.0
After tax total accumulated other comprehensive income, ending balance	$ (0.4)	$ 6.0	$ 1.9

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Other Comprehensive Income (Loss) Components of Other Comprehensive Income (Loss) Including Reclassification Adjustments by Income Statement, Additional Information (Detail) $ in Millions	Mar. 31, 2019 USD ($)
Statement of Comprehensive Income [Abstract]
Net unrealized gains on forecasted transactions, expected to reclassify into income within the next 12 months	$ 1.0

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Redeemable Noncontrolling Interest (Details) $ in Millions		3 Months Ended			12 Months Ended
		Mar. 31, 2019 USD ($) shares		Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)	Apr. 01, 2021
Increase (Decrease) in Temporary Equity [Roll Forward]
Balance, Beginning of period		$ 214.5	[1]	$ 503.7	$ 503.7
Net income attributable to NCI		4.4		11.8	5.7
Other comprehensive income (loss) attributable to NCI1		2.3		(4.0)	(3.3)
Exercise of employee stock options		0.0		1.4	9.4
Purchase/change of ARX minority shares		0.0		0.0	(298.2)
Change in redemption value of NCI		0.0		1.3	(2.8)
Balance, End of period	[1]	$ 221.2		$ 514.2	$ 214.5
ARX Holding Corp.
Redeemable Noncontrolling Interest [Line Items]
Number of Shares Put Pursuant to Stockholders' Agreement | shares		204,527
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares		5,483
Payments to Acquire Interest in Subsidiaries and Affiliates		$ 295.9
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage		86.80%		68.90%	86.80%
Shares held in Employee Stock Option Plan, Suspense Shares | shares		16,067
Employee Stock Ownership Plan (ESOP), Deferred Shares, Fair Value		$ 23.8
Scenario, Forecast | ARX Holding Corp.
Redeemable Noncontrolling Interest [Line Items]
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage						100.00%

[1] See Note 12 – Redeemable Noncontrolling Interest for further discussion.

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Goodwill and Intangible Assets Goodwill (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Goodwill [Line Items]
Goodwill, Acquired During Period	$ 0
Goodwill, Impaired, Accumulated Impairment Loss	0
Amortization of intangible assets	$ 17,900,000	$ 18,000,000.0
Weighted Average
Goodwill [Line Items]
Finite-Lived Intangible Assets, Remaining Amortization Period	3 years 8 months 12 days

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Goodwill and Intangible Assets - Net Carrying Amount of Other Intangible Assets (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018
Schedule of Other Intangible Assets [Line Items]
Indefinite lived intangible assets	$ 12.4	$ 12.4	$ 12.4
Total	276.7	294.6	348.6
Accumulated amortization	265.6	247.7	193.7
Licensing Agreements
Schedule of Other Intangible Assets [Line Items]
Accumulated amortization	0.6	0.6	0.6
Finite-Lived Intangible Assets
Schedule of Other Intangible Assets [Line Items]
Intangible assets subject to amortization	264.3	282.2	336.2
Accumulated amortization	$ 265.0	$ 247.1	$ 193.1

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Goodwill and Intangible Assets - Finite-lived Intangible Assets (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ 265.6	$ 247.7	$ 193.7
Policies in force
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	256.2	256.2	256.2
Accumulated Amortization	146.4	137.3	109.8
Net Carrying Amount	109.8	118.9	146.4
Agency relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	159.2	159.2	159.2
Accumulated Amortization	45.5	42.6	34.2
Net Carrying Amount	113.7	116.6	125.0
Software rights
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	79.1	79.1	79.1
Accumulated Amortization	42.7	40.1	32.1
Net Carrying Amount	36.4	39.0	47.0
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	34.8	34.8	34.8
Accumulated Amortization	30.4	27.1	17.0
Net Carrying Amount	4.4	7.7	17.8
Finite-Lived Intangible Assets
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	529.3	529.3	529.3
Accumulated Amortization	265.0	247.1	193.1
Net Carrying Amount	$ 264.3	$ 282.2	$ 336.2

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Leases - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2019 USD ($)
Leases [Abstract]
Operating lease right-of-use asset	$ 201.6
Location of operating lease right-of-use asset in statement of financial position	us-gaap:OtherAssets
Operating lease liabilities	$ 211.4
Location of operating lease liability in statement of financial location	us-gaap:AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent
Operating lease costs	$ 24.0

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Leases - Schedule of operating lease maturities (Details) $ in Millions	Mar. 31, 2019 USD ($)
Leases [Abstract]
2019	$ 55.3
2020	72.7
2021	56.3
2022	25.6
2023	9.6
Thereafter	4.4
Total	223.9
Total	12.5
Present value of lease liabilities	$ 211.4
Weighted-average remaining term	3 years 2 months 12 days
Weighted-average discount rate	3.50%

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Leases Schedule of Operating Lease Obligations (Details) $ in Millions	Dec. 31, 2018 USD ($)
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2019	$ 64.1
2020	65.5
2021	52.8
2022	24.3
2023	8.5
Thereafter	3.8
Total	$ 219.0

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New Accounting Standards Effect of Standard Change (Details) - USD ($) $ in Millions	Mar. 31, 2019	Jan. 01, 2019	Dec. 31, 2018	Mar. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Assets	$ 48,850.3		$ 46,575.0	$ 41,330.9
Liabilities	$ 36,518.4		$ 35,538.7	$ 30,493.5
Property Subject to Operating Lease [Member] | Accounting Standards Update 2016-02 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Assets		$ 213.0
Liabilities		$ 217.6