8-K

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) June 16, 2005

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 7.01 Regulation FD Disclosure

On June 16, 2005, The Progressive Corporation and subsidiaries (the “Company”) issued a News Release containing financial results of the Company for the month of, and year-to-date period ended, May 2005 (the “News Release”). A copy of the News Release is attached hereto as Exhibit 99.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

See exhibit index on page 4.

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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 hereunto duly authorized.

Dated: June 16, 2005

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 June 16, 2005, containing financial results of The Progressive Corporation and subsidiaries for the month of, and year-to-date period ended, May 2005

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EX-99

Exhibit 99

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

MAYFIELD VILLAGE, OHIO — June 16, 2005 — The Progressive Corporation today reported the following results for May 2005:

	May		May
(dollars in millions, except per share amounts)	2005		2004		Change
Net premiums written	$	1,070.9	$	1,054.4		2	%
Net premiums earned		1,062.5		998.2		6	%
Net income		126.1		109.0		16	%
Per share		.63		.50		27	%
Combined ratio		85.8		86.6		.8 pts.

See the “Income Statements” for further month and year-to-date information.

     The Company offers insurance to personal and commercial auto drivers throughout the United States. The Company’s Personal Lines business units write insurance for private passenger automobiles and recreation vehicles. The Company’s Commercial Auto business unit writes primary liability, physical damage and other auto-related insurance for automobiles and trucks owned by small businesses. See “Supplemental Information” for month and year-to-date results.

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
INCOME STATEMENT
May 2005
(millions – except per share amounts)
(unaudited)

	Current Month		Comments on Monthly Results1
Direct premiums written	$	1,094.2
Net premiums written	$	1,070.9
Revenues:
Net premiums earned	$	1,062.5
Investment income		42.1
Net realized gains (losses) on securities		3.2
Service revenues		3.2
Total revenues		1,111.0
Expenses:
Losses and loss adjustment expenses		691.9
Policy acquisition costs		112.5
Other underwriting expenses		107.2
Investment expenses		1.0
Service expenses		2.5
Interest expense		6.9
Total expenses		922.0
Income before income taxes		189.0
Provision for income taxes		62.9
Net income	$	126.1
COMPUTATION OF EARNINGS PER SHARE
Basic:
Average shares outstanding		197.1
Per share	$	.64
Diluted:
Average shares outstanding		197.1
Net effect of dilutive stock-based compensation		2.9
Total equivalent shares		200.0
Per share	$	.63

¹   See the Monthly Commentary at the end of this release for additional discussion. For a description of the Company’s reporting and accounting policies, see Note 1 to the Company’s 2004 audited consolidated financial statements included in the Company’s 2004 Shareholders Report, which can be found at progressive.com/annualreport.

________________________

The following table sets forth the investment results for the month:

Fully taxable equivalent total return:
Fixed-income securities	.7	%
Common stocks	3.4	%
Total portfolio	1.1	%
Pretax recurring investment book yield	3.9	%

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
INCOME STATEMENTS
May 2005 Year-to-Date
(millions – except per share amounts)
(unaudited)

	Year-to-Date
					%
	2005		2004		Change
Direct premiums written	$	6,240.2	$	5,789.3		8
Net premiums written	$	6,106.1	$	5,647.4		8
Revenues:
Net premiums earned	$	5,734.2	$	5,322.1		8
Investment income		202.3		193.4		5
Net realized gains (losses) on securities		7.1		59.2		(88	)
Service revenues		18.4		20.9		(12	)
Total revenues		5,962.0		5,595.6		7
Expenses:
Losses and loss adjustment expenses		3,716.7		3,392.6		10
Policy acquisition costs		609.2		574.0		6
Other underwriting expenses		561.4		504.3		11
Investment expenses		4.9		5.1		(4	)
Service expenses		10.1		10.0		1
Interest expense		34.6		33.5		3
Total expenses		4,936.9		4,519.5		9
Income before income taxes		1,025.1		1,076.1		(5	)
Provision for income taxes		338.7		350.0		(3	)
Net income	$	686.4	$	726.1		(5	)
COMPUTATION OF EARNINGS PER SHARE
Basic:
Average shares outstanding		198.4		216.4		(8	)
Per share	$	3.46	$	3.36		3
Diluted:
Average shares outstanding		198.4		216.4		(8	)
Net effect of dilutive stock-based compensation		2.9		3.6		(19	)
Total equivalent shares		201.3		220.0		(9	)
Per share	$	3.41	$	3.30		3

The following table sets forth the investment results for the year-to-date period:

	2005			2004
Fully taxable equivalent total return:
Fixed-income securities		1.7	%		.4	%
Common stocks		(.1	)%		1.4	%
Total portfolio		1.4	%		.6	%
Pretax recurring investment book yield		3.8	%		3.8	%

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
May 2005
($ in millions)
(unaudited)

Current Month
										Commercial
	Personal Lines									Auto			Other		Companywide
	Agency			Direct			Total			Business			Businesses1		Total
Net Premiums Written	$	614.7		$	309.6		$	924.3		$	144.8		$	1.8	$	1,070.9
% Growth in NPW		(2	)%		6	%		—	%		10	%	NM			2	%
Net Premiums Earned	$	619.5		$	313.8		$	933.3		$	127.1		$	2.1	$	1,062.5
% Growth in NPE		3	%		12	%		6	%		11	%	NM			6	%
GAAP Ratios
Loss/LAE ratio		66.3			66.2			66.3			57.1		NM			65.1
Expense ratio		21.0			20.5			20.8			19.6		NM			20.7
Combined ratio		87.3			86.7			87.1			76.7		NM			85.8
Actuarial Adjustments2
Reserve Decrease/(Increase)
Prior accident years															$	10.5
Current accident year																4.7
Calendar year actuarial adjustment	$	7.9		$	3.3		$	11.2		$	4.0		$	—	$	15.2
Prior Accident Years Development
Favorable/(Unfavorable)
Actuarial adjustment															$	10.5
All other development																16.4
Total development															$	26.9
Calendar year loss/LAE ratio																65.1
Accident year loss/LAE ratio																67.6
Statutory Ratios
Loss/LAE ratio																65.2
Expense ratio																20.3
Combined ratio																85.5

NM = Not Meaningful

¹   Amounts primarily include professional liability insurance for community banks and the Company’s run-off businesses. The other businesses generated an underwriting profit of $.8 million for the month.

²   Represents adjustments solely based on the Company’s corporate actuarial review.

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
May 2005 Year-to-Date
($ in millions)
(unaudited)

Year-to-Date
										Commercial
	Personal Lines									Auto			Other		Companywide
	Agency			Direct			Total			Business			Businesses1		Total
Net Premiums Written	$	3,520.2		$	1,805.4		$	5,325.6		$	771.4		$	9.1	$	6,106.1
% Growth in NPW		4	%		13	%		7	%		14	%	NM			8	%
Net Premiums Earned	$	3,369.4		$	1,675.3		$	5,044.7		$	677.9		$	11.6	$	5,734.2
% Growth in NPE		5	%		12	%		7	%		13	%	NM			8	%
GAAP Ratios
Loss/LAE ratio		65.1			66.4			65.5			60.3		NM			64.8
Expense ratio		20.8			19.9			20.5			20.0		NM			20.4
Combined ratio		85.9			86.3			86.0			80.3		NM			85.2
Actuarial Adjustments2
Reserve Decrease/(Increase)
Prior accident years															$	54.1
Current accident year																3.5
Calendar year actuarial adjustment	$	33.7		$	14.6		$	48.3		$	7.7		$	1.6	$	57.6
Prior Accident Years Development
Favorable/(Unfavorable)
Actuarial adjustment															$	54.1
All other development																110.5
Total development															$	164.6
Calendar year loss/LAE ratio																64.8
Accident year loss/LAE ratio																67.7
Statutory Ratios
Loss/LAE ratio																64.9
Expense ratio																19.4
Combined ratio																84.3
Statutory surplus															$	5,330.4

	May		May
Policies in Force	2005		2004		Change
(in thousands)
Agency – Auto		4,482		4,176		7	%
Direct – Auto		2,252		1,984		13	%
Other Personal Lines3		2,555		2,199		16	%
Total Personal Lines		9,289		8,359		11	%
Commercial Auto Business		449		400		12	%

NM = Not Meaningful

¹  The other businesses generated an underwriting profit of $7.7 million.

²   Represents adjustments solely based on the Company’s corporate actuarial review.

³   Includes insurance for motorcycles, recreation vehicles, mobile homes, watercraft, snowmobiles and similar items.

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
BALANCE SHEET AND OTHER INFORMATION
(millions– except per share amounts)
(unaudited)

	May
	2005
CONDENSED GAAP BALANCE SHEET:1
Investments - Available-for-sale, at market:
Fixed maturities (amortized cost: $9,148.2)	$	9,217.5
Equity securities:
Preferred stocks (cost: $1,031.8)		1,042.0
Common equities (cost: $1,400.6)		1,922.5
Short-term investments (amortized cost: $1,979.8)		1,980.7
Total investments2		14,162.7
Net premiums receivable		2,514.3
Deferred acquisition costs		465.4
Other assets		1,453.9
Total assets	$	18,596.3
Unearned premiums	$	4,480.3
Loss and loss adjustment expense reserves		5,465.3
Other liabilities2		1,843.0
Debt		1,284.6
Shareholders’ equity		5,523.1
Total liabilities and shareholders’ equity	$	18,596.3

Common Shares outstanding		198.2
Shares repurchased – May		.8
Average cost per share	$	94.62
Book value per share	$	27.87
Trailing 12-month return on average shareholders’ equity		29.5	%
Net unrealized pre-tax gains on investments	$	602.3
Increase (decrease) from April 2005	$	85.1
Increase (decrease) from December 2004	$	(67.1	)
Debt to total capital ratio		18.9	%
Fixed-income portfolio duration	2.7 years
Weighted average credit quality	AA+

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 $340.1 million.
2	Amounts include net unsettled security acquisitions, including repurchase commitments, of $430.8 million.

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Monthly Commentary

• Written premium growth reflects the fact that the Memorial Day holiday fell in fiscal May 2005, as compared to fiscal June 2004. As previously reported, results for certain months in 2005 may not be directly comparable to the corresponding 2004 months due to the Company’s use of a fiscal calendar, which resulted in an additional week of activity in 2004. As a consequence, the Company may experience consecutive months, such as May and June, where comparisons to the prior year months are under or overstated. During months with such anomalies, net premiums earned and policies in force growth may be more representative measures.

The Progressive Group of Insurance Companies, in business since 1937, ranks third in the nation for auto insurance based on premiums written and provides drivers with competitive rates and 24/7, in-person and online service. The companies that offer insurance directly (by phone at 1-800-PROGRESSIVE and online at progressivedirect.com) market their products and services under the Progressive Direct^SM brand, while the companies that offer insurance through more than 30,000 independent insurance agencies market their products and services under the Drive Insurance from Progressive brand. The Common Shares of The Progressive Corporation, the Mayfield Village, Ohio-based holding company, are publicly traded at NYSE:PGR. More information can be found at progressive.com.

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; disputes relating to intellectual property rights; 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 one or more contingencies. Reported results, therefore, may appear to be volatile in certain accounting periods.

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