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 13, 2007  

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 13, 2007, The Progressive Corporation issued a news release containing financial results for the Company and its subsidiaries for the month of, and year-to-date period ended, May 2007. A copy of the news release is attached hereto as Exhibit 99.

Item 9.01  Financial Statements and Exhibits

(d) 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.

Date: June 13, 2007

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 13, 2007, containing financial results of The Progressive Corporation and its subsidiaries for the month of, and year-to-date period ended, May 2007.

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EX-99

Exhibit 99

NEWS
RELEASE

The Progressive Corporation	Company Contact:
6300 Wilson Mills Road	Patrick Brennan
Mayfield Village, Ohio 44143	(440) 395-2370
http://www.progressive.com

As previously announced, Progressive will host a simultaneous webcast of its 2007 Investor Relations Meeting on Thursday, June 14, 2007, beginning at 9:00 a.m. eastern time. The meeting will last approximately three hours and will include a question and answer session following the presentations. The meeting will also be available simultaneously, in a listen-only format, by phone. Participants via the phone will not be able to submit questions during the question and answer session. To attend the webcast or to receive the call-in instructions, visit our Web site at http://investors.progressive.com/events.asp. Information that is distributed at the meeting will be made available at this Web site on the morning of the meeting.

PROGRESSIVE DISTRIBUTES MAY RESULTS

MAYFIELD VILLAGE, OHIO — June 13, 2007 — The Progressive Corporation today reported the following results for May 2007:

	May		May
($ in millions, except per share amounts)	2007		2006		Change
Net premiums written	$	1,064.7	$	1,100.2		(3	)%
Net premiums earned		1,078.8		1,097.8		(2	)%
Net income		81.6		125.8		(35	)%
Per share		.11		.16		(30	)%
Combined ratio		93.3		86.7	6.6 pts.
Policies in Force: (in thousands)
Total Personal Auto		7,060.0		6,961.4		1	%
Total Special Lines		3,037.3		2,829.8		7	%
Total Commercial Auto		529.9		497.3		7	%

Progressive offers insurance to personal and commercial auto drivers throughout the United States. Our Personal Lines Businesses write insurance for private passenger automobiles and recreational vehicles. Our Commercial Auto Business writes primary liability, physical damage and other auto-related insurance for automobiles and trucks owned by small businesses.

See the “Income Statements” and “Supplemental Information” for further month and year-to-date information and the “Monthly Commentary” at the end of this release for additional discussion.

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
INCOME STATEMENT
May 2007
(millions — except per share amounts)
(unaudited)

	Current Month			Comments on Monthly Results1
Net premiums written	$	1,064.7
Revenues:
Net premiums earned	$	1,078.8
Investment income		55.3
Net realized gains (losses) on securities		(4.5	)
Service revenues		1.8
Total revenues		1,131.4
Expenses:
Losses and loss adjustment expenses		776.7
Policy acquisition costs		108.9
Other underwriting expenses		121.3
Investment expenses		1.0
Service expenses		1.6
Interest expense		6.2
Total expenses		1,015.7
Income before income taxes		115.7
Provision for income taxes		34.1
Net income	$	81.6
COMPUTATION OF EARNINGS PER SHARE
Basic:
Average shares outstanding		720.2
Per share	$	.11
Diluted:
Average shares outstanding		720.2
Net effect of dilutive stock-based compensation		7.7
Total equivalent shares		727.9
Per share	$	.11

¹ See the Monthly Commentary at the end of this release for additional discussion. For a description of our reporting and accounting policies, see Note 1 to our 2006 audited consolidated financial statements included in our 2006 Shareholders’ Report, which can be found at www.progressive.com/annualreport.

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

Fully taxable equivalent total return:
Fixed-income securities	(.3	)%
Common stocks	3.6	%
Total portfolio	.3	%
Pretax recurring investment book yield	4.7	%

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
INCOME STATEMENTS
May 2007 Year-to-Date
(millions — except per share amounts)
(unaudited)

	Year-to-Date
	2007		2006			% Change
Net premiums written	$	6,148.8	$	6,266.7			(2	)
Revenues:
Net premiums earned	$	5,926.4	$	5,968.0			(1	)
Investment income		268.7		254.1			6
Net realized gains (losses) on securities		26.7		(2.2	)	NM
Service revenues		10.4		14.1			(26	)
Total revenues		6,232.2		6,234.0			0
Expenses:
Losses and loss adjustment expenses		4,092.9		3,923.5			4
Policy acquisition costs		601.5		615.4			(2	)
Other underwriting expenses		642.2		573.2			12
Investment expenses		5.0		5.1			(2	)
Service expenses		8.8		11.1			(21	)
Interest expense		31.3		33.9			(8	)
Total expenses		5,381.7		5,162.2			4
Income before income taxes		850.5		1,071.8			(21	)
Provision for income taxes		268.7		349.8			(23	)
Net income	$	581.8	$	722.0			(19	)
COMPUTATION OF EARNINGS PER SHARE
Basic:
Average shares outstanding		731.9		783.7			(7	)
Per share	$	.79	$	.92			(14	)
Diluted:
Average shares outstanding		731.9		783.7			(7	)
Net effect of dilutive stock-based compensation		7.5		10.2			(26	)
Total equivalent shares		739.4		793.9			(7	)
Per share	$	.79	$	.91			(13	)

NM = Not Meaningful

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

	2007			2006
Fully taxable equivalent total return:
Fixed-income securities		2.0	%		1.0	%
Common stocks		9.5	%		3.1	%
Total portfolio		3.2	%		1.3	%
Pretax recurring investment book yield		4.6	%		4.4	%

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
May 2007
($ in millions)
(unaudited)

Current Month
	Personal Lines									Commercial
										Auto			Other		Companywide
	Agency			Direct			Total			Business			Businesses1		Total
Net Premiums Written	$	588.9		$	323.5		$	912.4		$	150.7		$	1.6	$	1,064.7
% Growth in NPW		(4	)%		(1	)%		(3	)%		(5	)%	NM			(3	)%
Net Premiums Earned	$	595.3		$	339.0		$	934.3		$	142.8		$	1.7	$	1,078.8
% Growth in NPE		(3	)%		1	%		(2	)%		(2	)%	NM			(2	)%
GAAP Ratios
Loss/LAE ratio		72.9			71.8			72.5			69.1		NM			72.0
Expense ratio		21.6			21.0			21.4			20.6		NM			21.3
Combined ratio		94.5			92.8			93.9			89.7		NM			93.3
Actuarial Adjustments2
Reserve Decrease/(Increase)
Prior accident years															$	(3.1	)
Current accident year																(3.6	)
Calendar year actuarial adjustment	$	(2.6	)	$	(1.3	)	$	(3.9	)	$	(2.8	)	$	0	$	(6.7	)
Prior Accident Years Development
Favorable/(Unfavorable)
Actuarial adjustment															$	(3.1	)
All other development																(22.8	)
Total development															$	(25.9	)
Calendar year loss/LAE ratio																72.0
Accident year loss/LAE ratio																69.6
Statutory Ratios
Loss/LAE ratio																72.0
Expense ratio																21.7
Combined ratio																93.7

	NM = Not Meaningful
1	Primarily includes professional liability insurance for community banks and Progressive’s run-off businesses. The other businesses generated an underwriting profit of $.2 million for the month.
2	Represents adjustments solely based on our corporate actuarial reviews.

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
May 2007 Year-to-Date
($ in millions)
(unaudited)

Year-to-Date
	Personal Lines									Commercial
										Auto			Other		Companywide
	Agency			Direct			Total			Business			Businesses1		Total
Net Premiums Written	$	3,365.0		$	1,923.7		$	5,288.7		$	850.7		$	9.4	$	6,148.8
% Growth in NPW		(3	)%		1	%		(2	)%		(2	)%	NM			(2	)%
Net Premiums Earned	$	3,278.5		$	1,855.5		$	5,134.0		$	782.9		$	9.5	$	5,926.4
% Growth in NPE		(3	)%		2	%		(1	)%		2	%	NM			(1	)%
GAAP Ratios
Loss/LAE ratio		70.3			68.8			69.7			65.0		NM			69.0
Expense ratio		21.2			20.6			21.0			20.5		NM			21.0
Combined ratio		91.5			89.4			90.7			85.5		NM			90.0
Actuarial Adjustments2
Reserve Decrease/(Increase)
Prior accident years															$	31.8
Current accident year																(1.8	)
Calendar year actuarial adjustment	$	16.4		$	9.5		$	25.9		$	4.1		$	0	$	30.0
Prior Accident Years Development
Favorable/(Unfavorable)
Actuarial adjustment															$	31.8
All other development																(49.0	)
Total development															$	(17.2	)
Calendar year loss/LAE ratio																69.0
Accident year loss/LAE ratio																68.7
Statutory Ratios
Loss/LAE ratio																69.1
Expense ratio																20.7
Combined ratio																89.8
Statutory Surplus															$	5,734.3

NM = Not Meaningful

	May		May
Policies in Force	2007		2006		Change
(in thousands)
Agency — Auto		4,527.4		4,558.6		(1	)%
Direct — Auto		2,532.6		2,402.8		5	%
Special Lines3		3,037.3		2,829.8		7	%
Total Personal Lines		10,097.3		9,791.2		3	%
Commercial Auto Business		529.9		497.3		7	%

1	The other businesses generated an underwriting profit of $1.2 million.
2	Represents adjustments solely based on our corporate actuarial reviews.
3	Includes insurance for motorcycles, recreational vehicles, mobile homes, watercraft, snowmobiles and similar items, as well as a personal umbrella product.

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

	May
	2007
CONDENSED GAAP BALANCE SHEET:1
Investments — Available-for-sale, at fair value:
Fixed maturities (amortized cost: $10,536.4)	$	10,480.9
Equity securities:
Preferred stocks2 (cost: $1,880.5)		1,894.6
Common equities (cost: $1,487.0)		2,576.8
Short-term investments (amortized cost: $1,618.1)		1,618.1
Total investments3		16,570.4
Net premiums receivable		2,644.4
Deferred acquisition costs		462.3
Other assets		1,804.8
Total assets	$	21,481.9
Unearned premiums	$	4,556.6
Loss and loss adjustment expense reserves		5,810.4
Other liabilities3		2,899.8
Debt		1,185.8
Shareholders’ equity		7,029.3
Total liabilities and shareholders’ equity	$	21,481.9
Common Shares outstanding		728.1
Shares repurchased — May		2.0
Average cost per share	$	23.32
Book value per share	$	9.65
Trailing 12-month return on average shareholders’ equity		22.2	%
Net unrealized pretax gains on investments	$	1,047.4
Increase (decrease) from April 2007	$	(11.0	)
Increase (decrease) from December 2006	$	129.2
Debt-to-total capital ratio		14.4	%
Fixed-income portfolio duration	3.1 years
Weighted average credit quality	AA
Year-to-date Gainshare factor		.76

1	Loss and loss adjustment expense reserves are stated gross of reinsurance recoverables on unpaid losses of $334.6 million.
2	As of May 31, 2007, we held certain hybrid securities and recognized a change in fair value of $1.0 million as realized gains during the period we held these securities.
3	Amounts include net unsettled security acquisitions, including repurchase commitments, of $1,364.4 million.

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Monthly Commentary

• In May, the unfavorable prior accident year “All other development” primarily related to reserve reviews of larger personal auto losses, which increased our bodily injury severity, as well as a review of uninsured motorist exposures in our special lines products.

About Progressive

The Progressive Group of Insurance Companies, in business since 1937, is the country’s third largest auto insurance group and largest seller of motorcycle and personal watercraft policies based on premiums written, and is a market leader in commercial auto insurance.

Progressive is committed to becoming consumers’ #1 choice for auto insurance by providing competitive products and rates that meet drivers’ needs throughout their lifetimes, superior online and in-person customer service, and best-in-class, 24-hour claims service, including our concierge level of claims service available at service centers throughout the United States.

Progressive companies offer consumers choices in how to shop for, buy and manage their auto insurance policies. The Agency Business sells Progressive Drive Insurance private passenger auto insurance through more than 30,000 independent agencies. To find an agent, go to www.progressive.com. The Direct Business sells Progressive Direct^® private passenger auto insurance online at www.progressive.com and by phone at 1-800-PROGRESSIVE. Both businesses also offer Progressive’s other insurance products, including Progressive Commercial, Progressive Motorcycle and Progressive Boat. Each business makes independent decisions about private passenger auto insurance product design and pricing. Progressive and Drive are registered trademarks.

The Common Shares of The Progressive Corporation, the Mayfield Village, Ohio-based holding company, are publicly traded at NYSE:PGR. For more information, including a guide to interpreting the monthly reporting package, please visit www.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 our pricing and loss reserving methodologies; the competitiveness of our pricing and the effectiveness of our initiatives to retain more customers; initiatives by competitors and the effectiveness of our response; our ability to obtain regulatory approval for requested rate changes and the timing thereof; the effectiveness of our brand strategy and advertising campaigns relative to those of competitors; legislative and regulatory developments; disputes relating to intellectual property rights; the outcome of litigation pending or that may be filed against us; 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; our ability to maintain the uninterrupted operation of our 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 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. Reported results, therefore, may appear to be volatile in certain accounting periods.

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