Progressive 10-Q 2024-09-30
Filed 2024-11-04. 8 sections, 317K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
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 September 30, 2024
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)
| Ohio | 34-0963169 | |||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| 300 North Commons Blvd., | 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)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Shares, $1.00 Par Value | PGR | New 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: 585,811,503 outstanding at October 3, 2024
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
The Progressive Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
(unaudited)
| Three Months | Nine Months | ||||||||||||||||||||||
| Periods Ended September 30, | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| (millions — except per share amounts) | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Net premiums earned | $ | 18,296.7 | $ | 14,894.3 | $ | 51,654.8 | $ | 42,891.8 | |||||||||||||||
| Investment income | 739.5 | 510.2 | 2,042.1 | 1,384.3 | |||||||||||||||||||
| Net realized gains (losses) on securities: | |||||||||||||||||||||||
| Net realized gains (losses) on security sales | 68.0 | (66.2) | (304.9) | 38.6 | |||||||||||||||||||
| Net holding period gains (losses) on securities | 219.4 | (80.5) | 621.6 | 17.9 | |||||||||||||||||||
| Net impairment losses recognized in earnings | 0 | (2.3) | 0 | (6.8) | |||||||||||||||||||
| Total net realized gains (losses) on securities | 287.4 | (149.0) | 316.7 | 49.7 | |||||||||||||||||||
| Fees and other revenues | 278.1 | 223.7 | 774.4 | 656.6 | |||||||||||||||||||
| Service revenues | 117.3 | 81.4 | 307.8 | 234.9 | |||||||||||||||||||
| Total revenues | 19,719.0 | 15,560.6 | 55,095.8 | 45,217.3 | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Losses and loss adjustment expenses | 12,510.3 | 11,387.9 | 36,077.2 | 34,182.0 | |||||||||||||||||||
| Policy acquisition costs | 1,390.2 | 1,173.2 | 3,930.0 | 3,442.6 | |||||||||||||||||||
| Other underwriting expenses | 2,669.9 | 1,420.7 | 6,781.1 | 4,710.3 | |||||||||||||||||||
| Investment expenses | 7.2 | 7.2 | 20.2 | 18.8 | |||||||||||||||||||
| Service expenses | 126.7 | 91.7 | 333.1 | 264.6 | |||||||||||||||||||
| Interest expense | 69.9 | 69.7 | 209.1 | 198.7 | |||||||||||||||||||
| Total expenses | 16,774.2 | 14,150.4 | 47,350.7 | 42,817.0 | |||||||||||||||||||
| Net Income | |||||||||||||||||||||||
| Income before income taxes | 2,944.8 | 1,410.2 | 7,745.1 | 2,400.3 | |||||||||||||||||||
| Provision for income taxes | 611.4 | 288.9 | 1,621.6 | 485.7 | |||||||||||||||||||
| Net income | 2,333.4 | 1,121.3 | 6,123.5 | 1,914.6 | |||||||||||||||||||
| Other Comprehensive Income (Loss) | |||||||||||||||||||||||
| Changes in: | |||||||||||||||||||||||
| Total net unrealized gains (losses) on fixed-maturity securities | 1,561.2 | (388.6) | 1,461.1 | (241.0) | |||||||||||||||||||
| Net unrealized losses on forecasted transactions | 0.1 | 0.2 | 0.3 | 0.4 | |||||||||||||||||||
| Foreign currency translation adjustment | 0.1 | 0 | (0.1) | 0.2 | |||||||||||||||||||
| Other comprehensive income (loss) | 1,561.4 | (388.4) | 1,461.3 | (240.4) | |||||||||||||||||||
| Comprehensive income (loss) | $ | 3,894.8 | $ | 732.9 | $ | 7,584.8 | $ | 1,674.2 | |||||||||||||||
| Computation of Earnings Per Common Share | |||||||||||||||||||||||
| Net income | $ | 2,333.4 | $ | 1,121.3 | $ | 6,123.5 | $ | 1,914.6 | |||||||||||||||
| Less: Preferred share dividends and other1 | 0 | 10.4 | 17.0 | 27.2 | |||||||||||||||||||
| Net income available to common shareholders | $ | 2,333.4 | $ | 1,110.9 | $ | 6,106.5 | $ | 1,887.4 | |||||||||||||||
| Average common shares outstanding - Basic | 585.6 | 584.8 | 585.5 | 584.9 | |||||||||||||||||||
| Net effect of dilutive stock-based compensation | 2.0 | 2.7 | 2.2 | 2.6 | |||||||||||||||||||
| Total average equivalent common shares - Diluted | 587.6 | 587.5 | 587.7 | 587.5 | |||||||||||||||||||
| Basic: Earnings per common share | $ | 3.98 | $ | 1.90 | $ | 10.43 | $ | 3.23 | |||||||||||||||
| Diluted: Earnings per common share | $ | 3.97 | $ | 1.89 | $ | 10.39 | $ | 3.21 | |||||||||||||||
1 All of our outstanding Serial Preferred Shares, Series B, were redeemed in February 2024. See Note 9 – Dividends for further discussion.
See notes to consolidated financial statements.
The Progressive Corporation and Subsidiaries
Consolidated Balance Sheets
(unaudited)
| September 30, | December 31, | ||||||||||||||||
| (millions — except per share amounts) | 2024 | 2023 | 2023 | ||||||||||||||
| Assets | |||||||||||||||||
| Available-for-sale securities, at fair value: | |||||||||||||||||
| Fixed maturities (amortized cost: $74,595.2, $60,490.6, and $62,441.9) | $ | 74,411.2 | $ | 56,591.9 | $ | 60,378.2 | |||||||||||
| Short-term investments (amortized cost: $756.5, $1,795.2, and $1,789.9) | 756.5 | 1,795.2 | 1,789.9 | ||||||||||||||
| Total available-for-sale securities | 75,167.7 | 58,387.1 | 62,168.1 | ||||||||||||||
| Equity securities, at fair value: | |||||||||||||||||
| Nonredeemable preferred stocks (cost: $759.7, $976.9, and $977.1) | 735.0 | 868.9 | 902.1 | ||||||||||||||
| Common equities (cost: $733.5, $662.6, and $706.0) | 3,497.0 | 2,614.5 | 2,928.4 | ||||||||||||||
| Total equity securities | 4,232.0 | 3,483.4 | 3,830.5 | ||||||||||||||
| Total investments | 79,399.7 | 61,870.5 | 65,998.6 | ||||||||||||||
| Cash and cash equivalents | 136.1 | 123.5 | 84.9 | ||||||||||||||
| Restricted cash and cash equivalents | 10.9 | 14.9 | 14.7 | ||||||||||||||
| Total cash, cash equivalents, restricted cash, and restricted cash equivalents | 147.0 | 138.4 | 99.6 | ||||||||||||||
| Accrued investment income | 560.3 | 378.1 | 438.0 | ||||||||||||||
| Premiums receivable, net of allowance for credit losses of $388.0, $361.2, and $369.1 | 15,135.4 | 12,408.0 | 11,958.2 | ||||||||||||||
| Reinsurance recoverables | 4,881.5 |
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
I. OVERVIEW
During the third quarter 2024, The Progressive Corporation’s insurance subsidiaries recognized strong growth in both premiums and policies in force, compared to the same period last year, and generated an underwriting profit of 11.0 points, which was 3.4 points better than the third quarter last year and better than our 4% companywide calendar-year underwriting profit target.
Net premiums written and earned increased 25% and 23%, respectively, during the third quarter 2024, compared to the same period last year, on a companywide basis. For the quarter, we generated $19.5 billion of net premiums written, which was an increase of $3.9 billion, compared to the third quarter 2023. All operating segments grew on a quarter-over-prior-year quarter basis. The significant net premiums written growth of 29% in our Personal Lines business reflects new application growth generated from increased advertising spend and lifting the non-rate actions we put in place last year to slow growth to manage underwriting profitability, as discussed below, as well as rate increases taken during 2023.
On a companywide basis, we ended the third quarter 2024 with 33.9 million policies in force, which was 14% greater than the same period last year. Policies in force grew by 1.6 million during the third quarter 2024 and by nearly 4.2 million since year end 2023, with our personal auto products contributing about 80% of the increase for both periods. The policies in force growth reflected significant personal auto new business application growth, compared to the third quarter last year. During the third quarter 2024, we continued to increase our advertising spend, unwind non-rate restrictions, and work closely with our independent agents to leverage our agent compensation program to reward writing profitable business as we remained focused on driving growth. We also continued to focus on delivering competitive rates to consumers. During the third quarter 2024, we increased personal auto rates less than 1% in the aggregate and had nine personal auto states with small rate decreases during the third quarter.
We reported a companywide combined ratio of 89.0, which was 3.4 points better than the third quarter last year. All of our operating segments were profitable during the third quarter, with each reporting underwriting profitability of greater than 10%.
Several factors contributed to the significant year-over-year improvement in our underwriting profit. First, the average earned premium per policy was higher in our vehicle businesses than the prior year third quarter, primarily due to the rate increases we took during 2023 to meet our companywide profitability target.
In addition to rate increases, on a year-over-year basis for the third quarter, our incurred personal auto accident frequency decreased 5% and severity trends remained relatively stable, with a 1% increase over the prior year. Also contributing to the profitability improvement was favorable prior accident years reserve development of 0.7 points in the third quarter 2024, compared to unfavorable development in the third quarter last year of 0.2 points.
Our companywide catastrophe losses were 4.0 points, compared to 3.2 points for the third quarter last year. Hurricane Helene, which made landfall as a category 4 storm late in the third quarter 2024, accounted for 3.1 loss ratio points on a companywide basis. During the third quarter 2024, companywide profitability benefited from favorable development of 1.2 points on current year storms that occurred during the first half of 2024.
Subsequent to the end of the third quarter, on October 9, 2024, Hurricane Milton made landfall, as a category 3 hurricane, in Southwest Florida and continued its path through Central Florida, before exiting the state as a category 1 storm. As of October 31, 2024, we estimated that our Property business will incur losses and allocated loss adjustment expenses (ALAE), net of reinsurance, of about $140 million. For our vehicle business (including special lines), we estimate combined losses of about $600 million for Hurricanes Helene and Milton. We based these estimates on very early claims reporting information, our experience with severity and reporting patterns from many past storms, third-party models, and several assumptions, including mix of claims. Reporting patterns, mix, and other assumptions (including those related to salvage) will likely differ from our expectations.
To assist our customers impacted by Hurricanes Helene and Milton, we deployed over 2,300 claim representatives and independent adjusters. We have responded, and plan to continue to respond, promptly to catastrophic events when they occur in order to provide high-quality claims service to our customers.
Partially offsetting the impact the improved loss ratio had on profitability, was a 4.8 point increase in our expense ratio over the third quarter 2023, primarily driven by increased advertising expense. During the third quarter 2024, on a quarter-over-prior-year quarter basis, our advertising spend increased nearly 400%, bringing our year-to-date advertising costs to $2.8 billion. We will continue to advertise to maximize growth as long as the advertising spend is efficient and we remain on track to achieve our target profitability.
For the third quarter 2024, the year-over-year increase in underwriting profitability was the primary contributor to the $1.2 billion increase in net income. The remainder of the increase reflected an increase in recurring investment income and net realized gains during the third quarter 2024, compared to net realized losses in the same period last year. During the third quarter 2024, pretax recurring investment income increased 45%, primarily due to investing new cash from operations and proceeds from maturing bonds in higher coupon rate securities.
Comprehensive income increased $3.2 billion over the third quarter last year. In addition to the increase in net income, during the third quarter 2024, the net unrealized losses on our fixed-maturity securities decreased $1.6 billion, compared to an increase in net unrealized losses of $0.4 billion for the same period last year. The change in the unrealized losses we recognized during both periods were primarily driven by the then-current economic environment.
At September 30, 2024, total capital (debt plus shareholders’ equity) was $34.1 billion, which was an increase of $6.9 billion from year-end 2023. During the first nine months of 2024, we earned $7.6 billion of comprehensive income, which was in part offset by the $0.5 billion redemption of all of our outstanding Serial Preferred Shares, Series B, during the first quarter, as discussed in further detail in Financial Condition below.
A. Insurance Operations
During the third quarter 2024, our Personal Lines, Commercial Lines, and Property businesses generated an underwriting profit margin of 10.4%, 11.3%, and 21.5%, respectively. During the third quarter 2024, we recognized 4.0 points of catastrophe losses on a companywide basis, with 3.1 points due to losses from Hurricane Helene. Our Property business incurred 21.2 points of catastrophe losses due to Helene. However, during the third quarter, we recognized 29.7 points of favorable development on current-year storms that occurred prior to the third quarter 2024, which substantially offset the catastrophe losses in our Property business during the quarter. Just over 75% of this favorable development related to May 2024 storms.
Personal Lines is comprised of both our personal auto and special lines products, with the latter typically having higher losses during the warmer weather months, due to the seasonal nature of these products (e.g., motorcycles, boats, and RVs). Our special lines products experienced an underwriting loss during the third quarter 2024, primarily due to catastrophe losses impacting these products along with standard seasonality. In tota
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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 3.3 years at September 30, 2024, 2.9 years at September 30, 2023, and 3.0 years at December 31, 2023. The weighted average beta of the equity portfolio was 1.1 at September 30, 2024 and 1.0 at both September 30, 2023 and December 31, 2023. 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, 2023.
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 1. Legal Proceedings.
For discussion of legal proceedings, see Note 11 – Litigation to the consolidated financial statements, which is incorporated herein by reference.
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, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(c) Share Repurchases
| ISSUER PURCHASES OF EQUITY SECURITIES | ||||||||||||||||||||||||||
| 2024 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 | ||||||||||||||||||||||
| July | 386,910 | $ | 220.61 | 421,543 | 24,578,457 | |||||||||||||||||||||
| August | 2,116 | 214.24 | 423,659 | 24,576,341 | ||||||||||||||||||||||
| September | 77 | 252.96 | 423,736 | 24,576,264 | ||||||||||||||||||||||
| Total | 389,103 | $ | 220.59 |
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.
In May 2024, the Board of Directors approved an authorization for the company to repurchase up to 25 million of its common shares. This authorization does not have an expiration date. 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 third quarter 2024, all repurchases were accomplished in conjunction with our equity incentive awards or through the open market at the then-current market prices.
Item 5. Other Information.
(c) Insider Trading Arrangements
During the third quarter 2024, certain executive officers and a director entered into Rule 10b5-1 trading arrangements that are intended to satisfy the affirmative defense of Rule 10b5-1(c). The executive officers’ plans provide for: i) the sale of all of the shares upon vesting pursuant to certain outstanding equity awards previously granted to the applicable executive officer, excluding any shares withheld by the company to satisfy tax withholding obligations (see the 2024 Proxy Statement for a description of the company’s equity compensation plans) and, ii) for one executive, the sale of a certain amount of additional shares (see “Additional or Specified Shares” below) held by the applicable executive, that are not sold in connection with the vesting of an outstanding equity award (as described in i) above), some of which may have been the result of a prior vesting event for the executive. The director’s plan provides for the sale of a specified amount of shares held by the director, some of which may have been the result of a prior vesting event.
Below are the details of each applicable Rule 10b5-1 trading arrangement:
| Name | Title | Date Entered | Date Expires****1 | Additional or Specified Shares | ||||||||||
| Officers | ||||||||||||||
| Karen B. Bailo | Commercial Lines President | September 24, 2024 | December 31, 2025 | 0 | ||||||||||
| Mariann Wojtkun Marshall | Vice President and Chief Accounting Officer | August 19, 2024 | August 13, 2025 | 0 | ||||||||||
| John P. Sauerland | Vice President and Chief Financial Officer | August 22, 2024 | August 29, 2025 | 80,000 | ||||||||||
| Directors | ||||||||||||||
| Jeffrey D. Kelly | Director | September 24, 2024 | June 30, 2025 | 10,000 |
1 Subject to the plan’s earlier expiration or completion in accordance with its terms.
Additional 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 and in our online shareholders’ report located on our investor relations website at: investors.progressive.com/financials.
Item 6. Exhibits.
See exhibit index contained herein beginning on page 56, which is incorporated by reference from information with respect to this item.
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: | November 4, 2024 | By: /s/ John P. Sauerland | ||||||||||||
| John P. Sauerland | ||||||||||||||
| Vice President and Chief Financial Officer | ||||||||||||||
| 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(ii) | 3.1 | Code of Regulations of The Progressive Corporation (as amended October 11, 2024) | 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 | |||||||||||||||||
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