THE PROGRESSIVE CORPORATION (NYSE:PGR) Files An 8-K Other Events

Item8.01.

On April3, 2017, The Progressive Corporation (the Company)
entered into an Underwriting Agreement (the Underwriting
Agreement) with Credit Suisse Securities (USA) LLC and Merrill
Lynch, Pierce, Fenner Smith Incorporated, as representatives of
the underwriters named therein (the Underwriters), in connection
with the offer and sale of $850million aggregate principal amount
of the Companys 4.125% Senior Notes due 2047 (the Notes). The
Underwriting Agreement includes customary representations,
warranties and covenants by the Company. It also provides for
customary indemnification by the Company and each of the
Underwriters against certain liabilities arising out of or in
connection with the sale of the Notes. The Underwriting Agreement
is being filed as Exhibit1.1 to this Current Report on Form 8-K.

The Notes will be issued to an Indenture dated as of September15,
1993, as supplemented and amended to date (the Indenture),
between the Company and U.S. Bank National Association, as
trustee, including, without limitation, a Tenth Supplemental
Indenture (the Tenth Supplemental Indenture) to be entered into
and dated as of April6, 2017. The form of Tenth Supplemental
Indenture and the form of Note are being filed as Exhibits 4.1
and 4.2, respectively, to this Current Report on Form8-K.

The net proceeds of the offering are estimated to be
$841.1million, after giving effect to underwriting discounts and
commissions and estimated expenses of the offering. The offering
of the Notes is registered to an automatic shelf registration
statement on Form S-3 (SEC File No.333-217108) filed with the
U.S. Securities and Exchange Commission (the SEC) on April3, 2017
(the Registration Statement), which became immediately effective
upon filing, and a related Prospectus Supplement dated April3,
2017 (the Prospectus Supplement).

The Notes will bear interest at the rate of 4.125%per annum.
Interest on the Notes will be payable semi-annually in arrears on
April15 and October15 of each year, beginning on October15, 2017.
The Notes will mature on April15, 2047. Further information
concerning the Notes and related matters is set forth in the
Prospectus Supplement and the related Prospectus that was filed
as part of the Registration Statement, and in the form of Tenth
Supplemental Indenture and the form of Note attached hereto.

Baker Hostetler LLP, counsel to the Company, has issued an
opinion to the Company, dated April3, 2017, regarding the Notes.
A copy of the opinion is being filed as Exhibit 5.1 to this
Current Report on Form 8-K.

The documents filed herewith are incorporated by reference into
the Companys Registration Statement on Form S-3, File Number
333-217108.

(d)Exhibits

About THE PROGRESSIVE CORPORATION (NYSE:PGR)

The Progressive Corporation is an insurance holding company. The Company’s insurance subsidiaries and affiliates provide personal and commercial automobile and property insurance, other specialty property-casualty insurance and related services. The Company operates through the Personal Lines, Commercial Lines and Property segments. The Company’s Personal Lines segment writes insurance for personal autos, and recreational and other vehicles. The Commercial Lines business writes primary liability, physical damage and other auto-related insurance for automobiles and trucks owned and/or operated predominately by small businesses as a part of the commercial auto market. ASI is a homeowner carrier in the United States, which specializes in personal and commercial property insurance, personal umbrella insurance, and primary and excess flood insurance. The Company’s service business includes Commercial Auto Insurance Procedures/Plans (CAIP) and Commission-based businesses.

THE PROGRESSIVE CORPORATION (NYSE:PGR) Recent Trading Information

THE PROGRESSIVE CORPORATION (NYSE:PGR) closed its last trading session 00.00 at 39.25 with 2,324,861 shares trading hands.