-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JWSdOMPQP8cAu5P9ZgnGthbx4zaj/tLk6Y1u5m7SRBRdqLm/wr8Ial47UqGK9xKv 2FySkoDsqC4wVjRR2pLh/w== 0000950152-04-006856.txt : 20040913 0000950152-04-006856.hdr.sgml : 20040913 20040913164336 ACCESSION NUMBER: 0000950152-04-006856 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040913 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040913 DATE AS OF CHANGE: 20040913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROGRESSIVE CORP/OH/ CENTRAL INDEX KEY: 0000080661 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 340963169 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09518 FILM NUMBER: 041027897 BUSINESS ADDRESS: STREET 1: 6300 WILSON MILLS RD CITY: MAYFIELD VILLAGE STATE: OH ZIP: 44143 BUSINESS PHONE: 4404615000 MAIL ADDRESS: STREET 1: 6300 WILSON MILLS RD CITY: MAYFIELD VILLAGE STATE: OH ZIP: 44143 8-K 1 l09546ae8vk.htm THE PROGRESSIVE CORPORATION 8-K The Progressive Corporation 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 13, 2004

THE PROGRESSIVE CORPORATION

(Exact name of registrant as specified in its charter)
         
Ohio   1-9518   34-0963169
  		 
  		 
 
(State or other
jurisdiction of
incorporation) 		  (Commission File
Number) 		  (IRS Employer
Identification
No.)
     
6300 Wilson Mills Road, Mayfield Village, Ohio   44143
  		 
 
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code 440-461-5000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

TABLE OF CONTENTS

Item 7.01 Regulation FD Disclosure
SIGNATURES
EXHIBIT INDEX
EX-99 News Release

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Item 7.01 Regulation FD Disclosure.

On September 13, 2004, The Progressive Corporation and Subsidiaries (the “Company”) issued a News Release containing financial results of the Company for the month and year-to-date periods ended August 2004 (the “News Release”) and announcing the commencement of a modified “Dutch auction” tender offer to purchase up to 17.1 million of its outstanding Common Shares, $1.00 par value. A copy of the News Release is attached hereto as Exhibit 99.

 

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: September 13, 2004

         
    THE PROGRESSIVE CORPORATION
 
        
  By:   /s/ Jeffrey W. Basch
  Name:   Jeffrey W. Basch
  Title:   Vice President and Chief Accounting Officer

 

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EXHIBIT INDEX

             
Exhibit No.   Form 8-K    
Under Reg.   Exhibit    
S-K Item 601
   No.
   Description
99
    99     News Release dated September 13, 2004, containing financial results of The Progressive Corporation and Subsidiaries for the month and year-to-date periods ended August 2004 and announcing the commencement of a modified “Dutch auction” tender offer to purchase up to 17.1 million of its outstanding Common Shares, $1.00 par value

 

EX-99 2 l09546aexv99.txt EX-99 NEWS RELEASE EXHIBIT 99 [PROGRESSIVE LOGO] NEWS RELEASE The Progressive Corporation COMPANY CONTACT: 6300 Wilson Mills Road Thomas A. King Mayfield Village, Ohio 44143 (440) 395-2260 http://www.progressive.com FOR IMMEDIATE RELEASE PROGRESSIVE RELEASES AUGUST RESULTS AND ANNOUNCES DUTCH AUCTION TENDER OFFER FOR 17.1 MILLION SHARES MAYFIELD VILLAGE, OHIO -- September 13, 2004 -- The Progressive Corporation today reported the following results for August 2004:
August August ($ in millions, except per share amounts) 2004 2003 Change --------- ---------- ------ Net premiums written $ 1,085.7 $ 978.8 11% Net premiums earned 1,007.4 901.6 12% Net income 100.3 83.7 20% Per share .46 .38 21% Combined ratio 89.2 89.9 .7 pts.
Results for August 2004, include $13.3 million, 1.3 loss ratio points, of catastrophic losses incurred due to Hurricane Charley. See the Monthly Commentary at the end of this release for further discussion on the losses due to Hurricane Charley and Hurricane Frances. See the "Income Statement" for further month and year-to-date information. The Progressive Corporation also announced today that it is commencing a modified "Dutch auction" tender offer to purchase up to 17.1 million of its outstanding Common Shares, $1.00 par value. Under the terms of the offer, which expires at 12:00 midnight, New York City time on Friday, October 15, 2004 (unless extended), shareholders of the Company may tender some or all of their shares at prices not greater than $88.00 nor less than $78.00 per share. At the close of the tender offer, the Company will determine the lowest per share price in that range which will result in the purchase of 17.1 million shares or such lesser number of shares as may be properly tendered. If the offer is oversubscribed, the Company has the right to purchase up to approximately 4.4 million additional shares without extending the offer, and the Company may select a higher purchase price within the range for all shares purchased -1- pursuant to the tender offer, if necessary, to purchase such additional shares. All shareholders whose shares are accepted in the offer will receive the purchase price determined by the Company, even if their shares were tendered at a lower price. As of September 10, 2004, the Company had approximately 217.0 million Common Shares outstanding. The closing price of the Common Shares on the New York Stock Exchange on September 10, 2004 was $79.25 per share. The 17.1 million shares proposed to be purchased in the Dutch auction tender offer represent approximately 7.9% of the Common Shares outstanding as of September 10, 2004. The Company intends to pay for tendered shares with cash generated by the sale of securities in the Company's investment portfolios. After evaluating the Company's financial condition, business prospects and capital needs, the Board of Directors has determined that the Company currently has a significant amount of capital on hand in excess of what is needed to support its insurance operations, fund its corporate obligations and prepare for various contingencies. In view of this situation and the Company's publicly stated policy to return capital to shareholders when appropriate, the Board determined that this tender offer would be a prudent use of the Company's excess capital and an efficient means to return capital to shareholders who choose to participate. The tender offer thus represents an opportunity for the Company to return capital to shareholders who elect to tender their shares, while at the same time increasing nontendering shareholders' proportionate interests in Progressive. The Company believes that after completing the tender offer, its remaining capital on hand and cash flows from operations will be sufficient to support the Company's insurance operations, corporate obligations and risk contingencies, including the catastrophic, weather-related losses discussed above. The Company has been advised by its directors and executive officers that they will not tender any shares in the tender offer, other than Peter B. Lewis, the Chairman of the Board of Directors, who has advised the Company that he intends to tender 1.1 million shares. Mr. Lewis will not tender his shares at a specified price, but will accept the price determined by the Company pursuant to the Dutch auction tender offer process. Mr. Lewis has also notified the Company that he has terminated his Rule 10b5-1 trading plans under which an aggregate of 2,392,000 shares could be sold over a two-year period ending July 2006. Prior to termination and as previously disclosed, 446,300 shares had been sold under the plans. Mr. Lewis currently owns beneficially 8.4% of the Company's common shares outstanding. In the event that the Company purchases all 1.1 million shares tendered by Mr. Lewis and the Company purchases a total of 17.1 million shares in the tender offer, Mr. Lewis will own beneficially approximately 17.2 million of the Company's common shares, or approximately 8.6% of the shares outstanding, after completion of the tender offer. Details of the offer will be mailed to the Company's shareholders within the next few days. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares. THE OFFER IS MADE SOLELY BY THE OFFER TO PURCHASE TO BE DATED SEPTEMBER 14, 2004, AND THE RELATED LETTER OF TRANSMITTAL AND ANY RELATED AMENDMENTS OR SUPPLEMENTS THERETO, WHICH CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER AND THE COMPANY THAT SHOULD BE READ BEFORE TENDERS ARE MADE. SHAREHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED MATERIALS FOR FREE: (1) AT THE SEC'S WEB SITE AT WWW.SEC.GOV; (2) FROM THE INFORMATION AGENT FOR THE TENDER OFFER, MORROW & CO., INC., BY CALLING (800) 607-0088; OR (3) DIRECTLY FROM THE COMPANY BY MAIL AT THE PROGRESSIVE CORPORATION, INVESTOR RELATIONS, 6300 WILSON MILLS ROAD, BOX W33, MAYFIELD VILLAGE, OHIO 44143; BY E-MAIL AT INVESTOR_RELATIONS@PROGRESSIVE.COM; OR BY TELEPHONE AT (440) 395-2258. Additional information concerning the tender offer can also be obtained from the information agent at the number set forth above, or from J.P. Morgan Securities Inc., which is serving as the dealer manager for the offer, by calling (800) 262-0777. -2- None of the Company, the information agent or the dealer manager is making any recommendation to shareholders as to whether to tender or refrain from tendering their shares into the tender offer or as to the purchase price or prices at which a shareholder may choose to tender its shares. Shareholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase by the Company. The Company's Board of Directors also confirmed that the tender offer will not reduce the number of shares available for repurchase, in the open market or otherwise, pursuant to the resolution approved by the Board in April 2003. The Board reaffirmed that the Company has the authority to repurchase the remaining 10,188,101 shares authorized in April 2003 and that the Company may continue to repurchase shares under this authority after the completion of the tender offer, subject to applicable laws. Progressive's Personal Lines business units write insurance for private passenger automobiles and recreation vehicles. Progressive's Commercial Auto business unit writes primary liability, physical damage and other auto-related insurance for automobiles and trucks owned by small businesses. The Company's other businesses principally include writing directors' and officers' liability insurance and managing the Company's run-off businesses. See "Supplemental Information" for the month and year-to-date results. -3- THE PROGRESSIVE CORPORATION AND SUBSIDIARIES INCOME STATEMENT AUGUST 2004 (millions - except per share amounts) (unaudited)
Current Month Comments on Monthly Results(1) -------- ------------------------------ Direct premiums written $1,107.8 ======== Net premiums written $1,085.7 ======== Revenues: Net premiums earned $1,007.4 Investment income 40.6 Net realized gains on securities 4.4 Service revenues 3.8 -------- Total revenues 1,056.2 -------- Expenses: Losses and loss adjustment expenses 687.9 Includes $13.3 million, 1.3 loss ratio points, of catastrophic losses related to Hurricane Charley. Policy acquisition costs 109.0 Other underwriting expenses 101.4 Investment expenses .3 Service expenses 2.1 Interest expense 6.7 -------- Total expenses 907.4 -------- Income before income taxes 148.8 Provision for income taxes 48.5 -------- Net income $ 100.3 ======== COMPUTATION OF EARNINGS PER SHARE Basic: Average shares outstanding 216.0 ======== Per share $ .46 ======== Diluted: Average shares outstanding 216.0 Net effect of dilutive stock-based compensation 2.9 -------- Total equivalent shares 218.9 ======== Per share $ .46 ========
- ---------- (1) See the Monthly Commentary at the end of this release for additional discussion. Also see the Company's 2003 Annual Report at progressive.com/annualreport for a complete description of its reporting and accounting policies. The following table sets forth the total return on investments for the month: Fully taxable equivalent total return: Fixed income securities 1.4% Common stocks .6% Total portfolio 1.3%
-4- THE PROGRESSIVE CORPORATION AND SUBSIDIARIES INCOME STATEMENTS AUGUST 2004 YEAR-TO-DATE (millions - except per share amounts) (unaudited)
Year-to-Date ------------ % 2004 2003 Change -------- -------- ------ Direct premiums written $9,249.6 $8,277.7 12 ======== ======== Net premiums written $9,023.4 $8,093.0 11 ======== ======== Revenues: Net premiums earned $8,592.0 $7,384.8 16 Investment income 320.2 302.4 6 Net realized gains on securities 59.9 18.9 217 Service revenues 33.0 26.7 24 Other income(1) -- 30.6 NM -------- -------- Total revenues 9,005.1 7,763.4 16 -------- -------- Expenses: Losses and loss adjustment expenses 5,536.7 5,019.1 10 Policy acquisition costs 926.1 814.9 14 Other underwriting expenses 808.9 646.3 25 Investment expenses 8.0 7.4 8 Service expenses 16.5 17.1 (4) Interest expense 53.6 63.8 (16) -------- -------- Total expenses 7,349.8 6,568.6 12 -------- -------- Income before income taxes 1,655.3 1,194.8 39 Provision for income taxes 540.6 391.4 38 -------- -------- Net income $1,114.7 $ 803.4 39 ======== ======== COMPUTATION OF EARNINGS PER SHARE Basic: Average shares outstanding 216.3 217.6 (1) ======== ======== Per share $ 5.15 $ 3.69 40 ======== ======== Diluted: Average shares outstanding 216.3 217.6 (1) Net effect of dilutive stock-based compensation 3.4 3.7 (8) -------- -------- Total equivalent shares 219.7 221.3 (1) ======== ======== Per share $ 5.07 $ 3.63 40 ======== ========
- ---------- NM= Not Meaningful (1) Amount represents estimated interest earned through August 2003 on an income tax refund the Company received in 2004. The following table sets forth the total return on investments for the year-to-date period:
2004 2003 ---- ---- Fully taxable equivalent total return: Fixed income securities 3.0% 2.4% Common stocks .0% 16.0% Total portfolio 2.7% 4.3%
-5- THE PROGRESSIVE CORPORATION AND SUBSIDIARIES SUPPLEMENTAL INFORMATION AUGUST 2004 ($ in millions) (unaudited)
CURRENT MONTH - ----------------------------------------------------------------------------------------------------------------------- PERSONAL LINES COMMERCIAL --------------------------------- AUTO OTHER COMPANYWIDE AGENCY DIRECT TOTAL BUSINESS BUSINESSES(2) TOTAL -------- -------- -------- -------- ------------- ----------- Net Premiums Written $ 644.4 $ 316.1 $ 960.5 $ 123.0 $ 2.2 $1,085.7 % Growth in NPW 7% 15% 10% 18% NM 11% Net Premiums Earned $ 602.1 $ 284.7 $ 886.8 $ 118.1 $ 2.5 $1,007.4 % Growth in NPE 9% 16% 11% 20% (60)% 12% GAAP Ratios Loss/LAE ratio 69.2 68.2 68.9 64.9 22.4 68.3 Expense ratio 20.8 20.5 20.7 20.0 117.1 20.9 -------- -------- -------- -------- -------- -------- Combined ratio 90.0 88.7 89.6 84.9 139.5 89.2 ======== ======== ======== ======== ======== ======== Actuarial Adjustments(1) Reserve Decrease/(Increase) Prior accident years $ .8 Current accident year (2.6) -------- Calendar year actuarial adjustment $ .4 $ .1 $ .5 $ (2.8) $ .5 $ (1.8) ======== Prior Accident Years Development Favorable/(Unfavorable) Actuarial adjustment $ .8 All other development 15.4 -------- Total development $ 16.2 ======== Calendar year loss/LAE ratio 68.3 ======== Accident year loss/LAE ratio 69.9 ======== Statutory Ratios Loss/LAE ratio 68.4 Expense ratio 19.4 -------- Combined ratio 87.8 ========
NM = Not Meaningful (1) Represents adjustments solely based on the Company's corporate actuarial review. (2) In August 2004, the Company established a $1.8 million premium deficiency reserve (i.e. expected losses in excess of unearned premium balance) related to a portion of its other businesses. -6- THE PROGRESSIVE CORPORATION AND SUBSIDIARIES SUPPLEMENTAL INFORMATION AUGUST 2004 YEAR-TO-DATE ($ in millions) (unaudited)
YEAR-TO-DATE - ---------------------------------------------------------------------------------------------------------------- PERSONAL LINES COMMERCIAL --------------------------------- AUTO OTHER COMPANYWIDE AGENCY DIRECT TOTAL BUSINESS BUSINESSES TOTAL --------- -------- -------- ---------- ---------- ----------- Net Premiums Written $5,377.8 $2,552.5 $7,930.3 $1,075.8 $ 17.3 $9,023.4 % Growth in NPW 9% 16% 11% 17% (61)% 11% Net Premiums Earned $5,172.3 $2,414.6 $7,586.9 $ 981.6 $ 23.5 $8,592.0 % Growth in NPE 14% 20% 16% 25% (53)% 16% GAAP Ratios Loss/LAE ratio 65.4 64.3 65.1 59.5 62.4 64.4 Expense ratio 20.1 20.6 20.2 19.1 47.9 20.2 -------- -------- -------- -------- -------- -------- Combined ratio 85.5 84.9 85.3 78.6 110.3 84.6 ======== ======== ======== ======== ======== ======== Actuarial Adjustments(1) Reserve Decrease/(Increase) Prior accident years $ 29.0 Current accident year (19.8) -------- Calendar year actuarial adjustment $ 6.1 $ 2.5 $ 8.6 $ .7 $ (.1) $ 9.2 ======== Prior Accident Years Development Favorable/(Unfavorable) Actuarial adjustment $ 29.0 All other development 30.6 -------- Total development $ 59.6 ======== Calendar year loss/LAE ratio 64.4 ======== Accident year loss/LAE ratio 65.1 ======== Statutory Ratios Loss/LAE ratio 64.5 Expense ratio 19.4 -------- Combined ratio 83.9 ======== Statutory surplus $5,591.3 ========
August August 2004 2003 Change ----- ----- ----- Policies in Force (in thousands) Agency - Auto 4,216 3,859 9% Direct - Auto 2,029 1,770 15% Other Personal Lines(2) 2,332 1,968 19% ----- ----- Total Personal Lines 8,577 7,597 13% ===== ===== Commercial Auto Business 413 349 18% ===== =====
(1) Represents adjustments solely based on the Company's corporate actuarial review. (2) Includes insurance for motorcycles, recreation vehicles, mobile homes, watercraft, snowmobiles, homeowners and similar items. -7- THE PROGRESSIVE CORPORATION AND SUBSIDIARIES BALANCE SHEET AND OTHER INFORMATION (millions - except per share amounts) (unaudited)
AUGUST 2004 ---- CONDENSED GAAP BALANCE SHEET:(1) Investments - Available-for-sale: Fixed maturities, at market (amortized cost: $10,162.0) $10,346.6 Equity securities, at market: Preferred stocks (cost: $825.2) 840.4 Common equities (cost: $1,606.7) 1,962.7 Short-term investments, at amortized cost (market: $1,403.0) 1,403.0 --------- Total investments(2) 14,552.7 Net premiums receivable 2,392.5 Deferred acquisition costs 461.8 Other assets 1,288.6 --------- Total assets $18,695.6 ========= Unearned premiums $ 4,340.3 Loss and loss adjustment expense reserves 5,076.3 Other liabilities(2) 1,968.2 Debt 1,290.1 Shareholders' equity 6,020.7 --------- Total liabilities and shareholders' equity $18,695.6 ========= Common Shares outstanding 216.9 Shares repurchased - August .2 Average cost per share $ 76.61 Book value per share $ 27.76 Return on average shareholders' equity 28.7% Net unrealized pre-tax gains on investments $ 555.8 Debt to total capital ratio 17.6%
- -------------------------- (1) Pursuant to SFAS 113, "Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts," loss and loss adjustment expense reserves are stated gross of reinsurance recoverables on unpaid losses of $253.6 million. (2) Amounts include net unsettled security acquisitions, including repurchase commitments, of $314.7 million. MONTHLY COMMENTARY - - In the Company's Personal Lines businesses, nine markets had year-to-date net premiums written growth of 20% or greater; these markets represented 14% of the total Personal Lines premiums. Nineteen states (44% of total Personal Lines) grew less than 10%. - - The Company continued to experience strong profitability. Seven markets in which the Company writes Personal Lines business were unprofitable for the month; for the year-to-date period, all Personal Lines markets were profitable. - - To date, the Company incurred approximately 6,600 claims, at an average cost per claim of approximately $2,000, as a result of Hurricane Charley. As of September 12, 2004, over 90% of the reported claims have been paid. - - As of September 12, 2004, the Company has incurred approximately 3,100 claims as a result of Hurricane Frances. The average incurred amount on claims from Hurricane Frances thus far have been about $2,400. Based on the number and cost of claims received to date from Hurricane Frances, the Company has no reason to believe that the total cost of losses from Hurricane Frances will vary significantly from the total cost of those incurred due to Hurricane Charley, although Hurricane Frances affected a larger geographic area. - - The pretax recurring book yield of the investment portfolio was 3.6% for the month and 3.8% year-to-date. - - At August month-end, the net unrealized gains in the investment portfolio were $555.8 million, a decrease of $87.6 million from year-end 2003. In the fixed-income portfolio, the duration was 3.0 years and the weighted average credit quality changed to AA+. The Progressive group of insurance companies ranks third in the nation for auto insurance based on premiums written, offering its products by phone at 1-800-PROGRESSIVE, online at progressive.com and through more than 30,000 independent agencies and insurance brokers. The Common Shares of The Progressive Corporation, the holding company, are publicly traded at NYSE:PGR. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: STATEMENTS IN THIS RELEASE THAT ARE NOT HISTORICAL FACT ARE FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS 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 ECONOMIC CONDITIONS (INCLUDING CHANGES IN INTEREST RATES AND FINANCIAL MARKETS); THE ACCURACY AND ADEQUACY OF THE COMPANY'S PRICING AND LOSS RESERVING METHODOLOGIES; PRICING COMPETITION AND OTHER INITIATIVES BY COMPETITORS; THE COMPANY'S ABILITY TO OBTAIN REGULATORY APPROVAL FOR REQUESTED RATE CHANGES AND THE TIMING THEREOF; THE EFFECTIVENESS OF THE COMPANY'S ADVERTISING CAMPAIGNS; LEGISLATIVE AND REGULATORY DEVELOPMENTS; THE OUTCOME OF LITIGATION PENDING OR THAT MAY BE FILED AGAINST THE COMPANY; WEATHER CONDITIONS (INCLUDING THE SEVERITY AND FREQUENCY OF STORMS, HURRICANES, SNOWFALLS, HAIL AND WINTER CONDITIONS); CHANGES IN DRIVING PATTERNS AND LOSS TRENDS; ACTS OF WAR AND TERRORIST ACTIVITIES; THE COMPANY'S ABILITY TO MAINTAIN THE UNINTERRUPTED OPERATION OF ITS FACILITIES, SYSTEMS (INCLUDING INFORMATION TECHNOLOGY SYSTEMS) AND BUSINESS FUNCTIONS; COURT DECISIONS AND TRENDS IN LITIGATION AND HEALTH CARE AND AUTO REPAIR COSTS; AND OTHER MATTERS DESCRIBED FROM TIME TO TIME BY THE COMPANY IN RELEASES AND PUBLICATIONS, AND IN 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 A MAJOR CONTINGENCY. REPORTED RESULTS, THEREFORE, MAY APPEAR TO BE VOLATILE IN CERTAIN ACCOUNTING PERIODS. -9- -----END PRIVACY-ENHANCED MESSAGE-----