Progressive 10-Q 2022-06-30

Filed 2022-08-02. 8 sections, 306K characters. Original on sec.gov · Markdown · JSON

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2022

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: 001-09518

THE PROGRESSIVE CORPORATION

(Exact name of registrant as specified in its charter)

Ohio34-0963169
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
6300 Wilson Mills Road,Mayfield Village,Ohio44143
(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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, $1.00 Par ValuePGRNew York Stock Exchange

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 ☐ 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 ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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☒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

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: 584,915,205 outstanding at June 30, 2022

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

The Progressive Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(unaudited)

Three MonthsSix Months
Periods Ended June 30,2022202120222021
(millions — except per share amounts)
Revenues
Net premiums earned$12,147.9$10,982.3$23,950.8$21,402.5
Investment income292.4210.7534.6430.9
Net realized gains (losses) on securities:
Net realized gains (losses) on security sales546.6410.1492.1553.9
Net holding period gains (losses) on securities(1,722.2)54.2(2,110.8)495.7
Net impairment losses recognized in earnings(2.1)(2.5)(4.3)(2.5)
Total net realized gains (losses) on securities(1,177.7)461.8(1,623.0)1,047.1
Fees and other revenues176.5176.2350.5341.9
Service revenues80.174.5147.8128.3
Total revenues11,519.211,905.523,360.723,350.7
Expenses
Losses and loss adjustment expenses9,421.18,406.418,279.515,516.9
Policy acquisition costs933.6928.81,897.01,803.2
Other underwriting expenses1,431.21,440.52,937.52,921.6
Investment expenses5.96.311.611.9
Service expenses75.567.9138.7117.2
Interest expense63.056.4117.3112.8
Goodwill impairment1224.80224.80
Total expenses12,155.110,906.323,606.420,483.6
Net Income (Loss)
Income (loss) before income taxes(635.9)999.2(245.7)2,867.1
Provision (benefit) for income taxes(93.0)209.1(16.7)597.0
Net income (loss)(542.9)790.1(229.0)2,270.1
Other Comprehensive Income (Loss)
Changes in:
Total net unrealized gains (losses) on fixed-maturity securities(822.8)91.1(2,249.7)(448.5)
Net unrealized losses on forecasted transactions00.30.20.5
Foreign currency translation adjustment(0.4)(0.5)(0.2)(0.5)
Other comprehensive income (loss)(823.2)90.9(2,249.7)(448.5)
Comprehensive income (loss)$(1,366.1)$881.0$(2,478.7)$1,821.6
Computation of Earnings Per Common Share
Net income (loss)$(542.9)$790.1$(229.0)$2,270.1
Less: Preferred share dividends6.76.713.413.4
Net income (loss) available to common shareholders$(549.6)$783.4$(242.4)$2,256.7
Average common shares outstanding - Basic584.3584.6584.3584.7
Net effect of dilutive stock-based compensation2.22.22.12.1
Total average equivalent common shares - Diluted586.5586.8586.4586.8
Basic: Earnings per common share$(0.94)$1.34$(0.41)$3.86
Diluted: Earnings per common share$(0.94)$1.34$(0.41)$3.85

1 See Note 12 – Goodwill and Intangible Assets for further discussion.

See notes to consolidated financial statements.

The Progressive Corporation and Subsidiaries

Consolidated Balance Sheets

(unaudited)

June 30,December 31,
(millions — except per share amounts)202220212021
Assets
Available-for-sale securities, at fair value:
Fixed maturities (amortized cost: $46,028.8, $42,378.0, and $43,794.2)$43,172.5$43,031.0$43,873.1
Short-term investments (amortized cost: $4,611.8, $1,710.6, and $942.6)4,611.81,710.6942.6
Total available-for-sale securities47,784.344,741.644,815.7
Equity securities, at fair value:
Nonredeemable preferred stocks (cost: $1,522.5, $1,511.2, and $1,571.8)1,360.51,609.81,639.9
Common equities (cost: $783.6, $1,238.4, and $1,264.1)2,784.74,591.45,058.5
Total equity securities4,145.26,201.26,698.4
Total investments51,929.550,942.851,514.1
Cash and cash equivalents226.199.5187.1
Restricted cash and cash equivalents14.415.115.0
Total cash, cash equivalents, restricted cash, and restricted cash equivalents240.5114.6202.1
Accrued investment income216.7179.3181.7
Premiums receivable, net of allowance for credit losses of $265.8, $245.2, and $280.410,561.8

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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 growth in premiums during the second quarter 2022, compared to the same period last year, driven primarily by rate increases taken during 2021 and the first half of 2022. On a companywide basis, policies in force were relatively flat year over year. During the second quarter 2022, we generated an underwriting profit margin of 4.4%, which was above our 4.0% underwriting profit goal and 0.9 points better than the same period last year.

During the quarter, we generated $12.4 billion of net premiums written, which is an increase of $0.9 billion, or 8%, compared to second quarter 2021. We ended the second quarter 2022 with 26.5 million companywide policies in force, which is 130 thousand more policies than were in force at June 30, 2021. Personal auto policies in force decreased 2% year over year, while our Commercial Lines, Property, and special lines products grew policies 12%, 6%, and 5%, respectively. The decrease in our personal auto policies reflects the significant decrease experienced in new personal auto applications during the first half of 2022, compared to the same period last year, reflecting the personal auto rate increases taken since the first quarter of 2021 and decreased advertising spend, on a year-over-year basis, during the last 12 months.

On a year-over-year basis, for the second quarter 2022, net income and comprehensive income decreased 169% and 255%, respectively. The decrease in net income was primarily driven by a $1,722.2 million net holding period loss on securities during the period, due to the change in equity market valuations, compared to a net holding period gain of $54.2 million in the second quarter of 2021. In addition, while preparing our financial statements for the second quarter 2022, we analyzed our goodwill for impairment given our revised forecasted profitability in our Property segment in light of the magnitude of recent weather events and the slower projected pace to restore profitability to this segment. Based on this analysis, we determined the carrying value of the ARX Holding Corp. (ARX) reporting unit exceeded its fair value and, therefore, recorded a $224.8 million goodwill impairment charge during the second quarter.

Similar to the decrease in net income, the decrease in comprehensive income was also primarily driven by changes in the value of our investment portfolio, as we recognized net unrealized losses on our fixed-maturity securities of $822.8 million in the second quarter of 2022, compared to net unrealized gains of $91.1 million in the prior year, primarily reflecting an increase in interest rates throughout 2021 and into the second quarter 2022.

We ended the quarter with $22.0 billion of total capital (debt plus shareholders’ equity), a decrease of $1.1 billion from year-end 2021. The decrease is primarily due to the comprehensive loss for the six months ended June 30, 2022, partially offset by the issuance of $1.5 billion of senior notes during the first quarter 2022.

A. Insurance Operations

For the second quarter 2022, we experienced a companywide underwriting profit margin of 4.4%, compared to our target profit margin of 4% and an underwriting profit margin of 3.5% for the same period last year. Net premiums written grew 8% over the second quarter last year, reflecting rate increases taken since the first quarter of 2021, while policies in force growth was flat on a companywide basis. The distribution of profitability and growth varied by segment during the second quarter 2022 as discussed below.

During the second quarter 2022, our Personal and Commercial Lines operating segments generated an underwriting profit margin of 4.9% and 10.5%, respectively, while our Property business generated an underwriting loss margin of 27.5%, due to significant catastrophe losses incurred during the quarter. Our personal auto incurred accident frequency was down about 8% for the second quarter 2022, compared to the prior year, in part reflecting a modest tailwind from reduced driving resulting from record high fuel costs. We continued to see inflationary pressure in the average costs to settle a claim, which, along with the increase in the valuation of used vehicles on a year-over-year basis, contributed to an increase in severity of about 16% over the second quarter last year. During the quarter, catastrophe losses were fairly consistent on a year-over-year basis in our Personal Lines and Commercial Lines businesses but were up substantially in our Property business. For the second quarter 2022, our Property business recognized 40.9 points of weather-related catastrophe losses, primarily due to thunderstorms, hail, and tornadoes throughout the United States, compared to 25.5 points during same period in the prior year.

During the quarter, we continued to take actions to address profitability, in response to the continued rising loss costs and other factors, and to strive to achieve our target goal of a 96 combined ratio on a calendar-year basis. During the second quarter 2022, we implemented personal auto rate increases in 17 states that represented nearly 40% of our trailing 12-month written premium. In the aggregate, rate changes for personal auto during the second quarter increased rates on a countrywide basis about 2%, which follows an increase of about 7% in the first quarter 2022 and a full year increase of about 8% in 2021. Of the rate

increases that we elevated in prior periods, we estimate that we have nearly 5 points still to earn into our underwriting results. We currently believe that, with the exception of a few key states, the major personal auto rate increases are behind us for the remainder of 2022. However, management continues to assess used car prices, miles driven, driving patterns, loss severity, weather events, inflation, and other components of expected loss costs on a state-by-state basis for our personal auto business and will file for rate adjustments where deemed necessary. We believe a key element in improving the accuracy of our rating is Snapshot®, our usage-based insurance offering. During the first six months of 2022, the adoption rates for consumers enrolling in the program, when given the option, increased nearly 20% in Agency auto and nearly 10% in Direct auto, compared to the same period last year. Our latest model is available in states that represented about 70% of our countrywide personal auto premium. We continue to invest in our mobile application, with mobile devices being chosen for Snapshot monitoring for the majority of new enrollments.

In addition to rate actions, during the second quarter 2022, we also continued to tighten underwriting criteria, limit bill plan payment options, and reduce advertising spend during the period in states where losses indicated rates are not meeting our profitability goals in our personal auto business. We reduced total advertising spend 7%, or 0.9 combined ratio points, compared to the second quarter last year, based on performance against our media and underwriting targets in certain types of advertising. Consistent with rate actions, management will continue to assess where additional non-rate actions may be needed. These rate and non-rate measures resulted in fewer new business auto applications during the year and could continue to impact personal auto growth in net premiums written and policies in force in future periods.

During the second quarter 2022, our Property business continued to experience high volatility in underwriting profitability, primarily attributable to the impact from weather-related catastrophe losses. We remain focused on taking rate and non-rate actions in our Property business to reduce volatility in our underwriting results. We increased rates in our Property businesses 7% and 8% during the second quarter and first six months of 2022, respectively, and 10% during the last 12 months. These targeted rate incre

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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 2.8 years at June 30, 2022, 3.1 years at June 30, 2021, and 3.0 years at December 31, 2021. The weighted average beta of the equity portfolio was 1.00 at June 30, 2022 and was 1.04 at both June 30, 2021 and December 31, 2021. We have not experienced a material impact 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, 2021.

Item 4. Controls and Procedures.

We, under the direction of our Chief Executive Officer and our Chief Financial Officer, have 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 our 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 our 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 changes in our 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.

PART II—OTHER INFORMATION

Item 1A. Risk Factors.

There have been no material changes in the risk factors from those discussed in Item 1A, Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2021.

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

(c) Share Repurchases

ISSUER PURCHASES OF EQUITY SECURITIES
2022 Calendar MonthTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares That May Yet be Purchased Under the Plans or Programs
April3,486$112.361,770,57223,229,428
May - prior authorization2,529109.011,773,101—
May - current authorization———25,000,000
June1,169117.421,16924,998,831
Total7,184$112.00

In May 2022, the Board of Directors approved an authorization for the Company to repurchase up to 25 million of its common shares. This authorization, which does not have an expiration date, terminated the 23,226,899 shares that remained under the Board’s May 2021 authorization to repurchase 25 million shares.

Share repurchases under this authorization may be accomplished through open market purchases, including trading plans entered into with one or more brokerage firms in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, through privately negotiated transactions, pursuant to our equity incentive awards, or otherwise. During the second quarter 2022, all repurchases were accomplished in conjunction with our equity incentive awards 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 under leveraged capital.

Item 5. Other Information.

President and CEO Susan Patricia Griffith’s quarterly letter to shareholders is included as Exhibit 99 to this Quarterly Report on Form 10-Q.

Item 6. Exhibits.

See exhibit index beginning on page 60.

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:August 2, 2022By: /s/ John P. Sauerland
John P. Sauerland
Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Under Reg. S-K, Item 601Form 10-Q Exhibit NumberDescription of ExhibitIf Incorporated by Reference, Documents with Which Exhibit was Previously Filed with SEC
1010.1The Progressive Corporation 2017 Directors Equity Incentive Plan (2022 Amendment and Restatement)Current Report on Form 8-K (filed May 16, 2022; Exhibit 10 therein)
1010.2Form of Restricted Stock Award Agreement under The Progressive Corporation 2017 Directors Equity Incentive Plan (for 2022)Filed herewith
3131.1Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer, Susan Patricia GriffithFiled herewith
3131.2Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer, John P. SauerlandFiled herewith
3232.1Section 1350 Certification of the Principal Executive Officer, Susan Patricia GriffithFurnished herewith
3232.2Section 1350 Certification of the Principal Financial Officer, John P. SauerlandFurnished herewith
9999Letter to Shareholders from Susan Patricia Griffith, President and Chief Executive Officer (Regulation FD Disclosure)Furnished herewith
101101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentFiled herewith
101101.SCHInline XBRL Taxonomy Extension Schema DocumentFiled herewith
101101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentFiled herewith
101101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentFiled herewith
101101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentFiled herewith
101101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith
104104Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document)Filed herewith