The Progressive Corporation Investor Relations Policy
Purpose
The Progressive Corporation (Progressive or the Company) seeks to provide outsiders with information necessary to make reasoned investment decisions about our debt and equity securities. Our disclosure practices are designed to give all investors fair access to this information. We comply with all securities laws, including Regulation FD adopted by the Securities and Exchange Commission.
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Scope and Review
This policy covers all Progressive people and its Board of Directors. It covers disclosures in SEC-filed documents and written statements made in the Company's annual and quarterly reports, news and earnings releases, letters to shareholders, speeches by employees, and information contained in the Company's Web site. It also covers any communications to analysts, investors, regulators, the media, customers, suppliers, and friends and relatives of Progressive people.
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Earnings Releases and Conference Calls
We release results of operations monthly. Progressive will conduct interactive conference calls periodically. We will announce the date and time of the conference call on our Web site and in a news release. The call will be open to the public both telephonically and by webcast. A recording of the conference call will be made available by telephone for a reasonable time following the call and the webcast will be archived for one year on the Company's Web site. We will not provide additional material information or commentary about our results or prospects to individual investors or analysts.
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Disclosure
Monthly
Concurrent with the release of monthly results, the Company will provide additional disclosure relating to unusual items outside of its normal business activity (such as accruals for loss contingencies, insolvency exposures, or restructuring charges) when the financial effect of any single event, or combination of multiple events, would exceed two percent of the Company's monthly earned premiums. In addition, the Company will elect to make further disclosures when management believes such information is required to prevent reported financial information from being misleading.
Other
The Chief Financial Officer (CFO), after consulting with the Chief Legal Officer (CLO), will recommend to the Chief Executive Officer (CEO) when other developments justify or require disclosure of additional information. The CEO will decide when and how to release this information.
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Disclosure Process
News releases concerning material information will be transmitted to the wire services and posted to our Web site during non-trading hours. If this is not possible, a copy of the release will be sent to the New York Stock Exchange (NYSE) prior to release so the NYSE has an opportunity to determine whether a trading halt is necessary. Material nonpublic information that is inadvertently disclosed to analysts, investment professionals, or any shareholder who may trade on the information, will be immediately released to the public.
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Responding to Market Rumors
Spokespersons will respond consistently to rumors, saying, "It is our policy not to comment on market rumors or speculation." We do not comment on questions associated with pending acquisitions or litigation or on loss reserves for specific events. The CEO will decide if circumstances warrant making a policy exception.
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Analyst Earnings Models and Reports
Progressive does not share earnings projections and does not provide focused guidance to analysts in their efforts to develop earnings estimates. We may make forward-looking statements using the safe harbor as prescribed in SEC rules and the Private Securities Litigation Reform Act of 1995 to enable the investment community to better evaluate the Company and its prospects for performance. We do not review analysts' reports and do not comment on their conclusions, earnings estimates, or investment recommendations. Progressive regards analyst reports as proprietary information belonging to the analyst's firm. We will not provide them to persons outside of the Company, but copies of some reports may be provided to Progressive's people.
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Investor Relations Meetings
The Company will conduct one major investor relations meeting a year and will simultaneously webcast the meeting over the Internet. The purpose of the meeting is to share our business strategies, not to discuss historical results. We do not supplement this annual meeting with visits from analysts because we do not give preference to any individual or security firm and wish to avoid the appearance of any such preference. From time to time investors or prospective investors (i.e., those who buy or sell our securities) may visit us, but these meetings will not be a forum for sharing nonpublic information.
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Monitoring Corporate Advertising and Marketing Materials
The CLO will monitor advertising and marketing materials to ensure that (i) claims are truthful, (ii) no material, nonpublic information is included, and (iii) forward-looking statements are identified as such and monitored to make certain they are publicly updated should circumstances change materially.
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Responsibility for Monitoring the Company's Web Site
The Public Reporting Finance Manager will be responsible for placing investor-related information on the Company's Web site and monitoring the information for accuracy and completeness. Any material changes in information will be updated promptly.
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Primary Spokespersons
The CEO, CFO, Public Relations Manager, Chief Accounting Officer (CAO), and Treasurer are designated as the primary spokespersons to respond to individual inquiries made to the Company by members of the investment community or financial media. Others within the Company may be designated by the spokespersons named above to respond to such inquiries.
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Instruction to Employees and Directors who are not Primary Spokespersons
No Progressive person, other than the primary spokespersons named above, may respond under any circumstances to individual inquiries from the investment community or financial media unless specifically asked to do so by a primary spokesperson.
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