01—Abstract
Summary
Summary of the 10-K/A filed March 30, 1998. Cited figures are marked; the original filing is the authoritative source.
This document is Amendment No. 1 (Form 10-K/A) to The Progressive Corporation's annual report for fiscal year 1997.
It contains no financial statements, MD&A, or operating results. Its sole purpose is to replace Exhibit 10(H), the Progressive Corporation 1998 Directors' Stock Option Plan, in its entirety. The amendment amends the original 10-K filed March 27, 1998, so the filing date noted in the request differs from the date of the original report.
Investors looking for 1997 performance should consult the original 10-K and its Exhibit 13, the 1997 Annual Report to Shareholders, which is incorporated by reference but not included in this document. The cover page provides basic capitalization data: 72,427,300 common shares outstanding as of February 27, 1998, and an aggregate market value of non-affiliate voting stock of approximately $6.75 billiona as of January 31, 1998. The company's common shares trade on the New York Stock Exchange.
The exhibit index, which is largely a cross-reference to previously filed documents, shows the company's debt and credit arrangements. These include a $10 millionb unsecured line of credit with National City Bank, $150 million of 7% notes due 2013, $200 million of 6.60% notes due 2004, and $100 million of 7.30% notes due 2006, all issued under the 1993 Senior Indenture with State Street Bank and Trust Company as trustee. The index also references construction agreements for Progressive Casualty Insurance Company and executive compensation plans, including gainsharing and executive bonus plans.
02—Key points
Key Highlights
- This 10-K/A is an exhibit-only amendment that replaces Exhibit 10(H), the 1998 Directors' Stock Option Plan, and contains no audited financial statements or 1997 results.
- Common shares outstanding were 72,427,300 as of February 27, 1998, and non-affiliate market value was about $6.75 billion as of January 31, 1998.
- Progressive's shares are listed on the New York Stock Exchange under a $1.00 par value common share structure.
- Debt outstanding per the exhibit index includes $150 million of 7% notes due 2013, $200 million of 6.60% notes due 2004, and $100 million of 7.30% notes due 2006.
- A $10 million unsecured line of credit with National City Bank was in place, amended in May 1997.
- Full 1997 financial results, including earnings per share and the ratio of earnings to fixed charges, are incorporated by reference from Exhibits 11, 12, and 13 in the original filing rather than contained in this amendment.
- The exhibit index references a 1998 Directors' Stock Option Plan and a Progressive Casualty Insurance Company construction agreement with HCB Contractors dated November 3, 1997.
03—Questions
Frequently Asked Questions
Does this filing contain Progressive's 1997 financial results?
No. This 10-K/A only replaces Exhibit 10(H). Financial results are in Exhibit 13, the 1997 Annual Report to Shareholders, which was part of the original 10-K filed March 27, 1998, and is incorporated by reference.
Why was this amendment filed?
It was filed to replace Exhibit 10(H) in its entirety, which was originally included in the 10-K filed March 27, 1998. The cover page does not state the specific reason for the replacement.
How many shares does Progressive have outstanding, and what is their market value?
As of February 27, 1998, there were 72,427,300 common shares outstanding. The aggregate market value of voting stock held by non-affiliates was $6,748,111,562.50 as of January 31, 1998.
What long-term debt does Progressive have?
The exhibit index lists $150 million of 7% notes due 2013, $200 million of 6.60% notes due 2004, and $100 million of 7.30% notes due 2006, all issued under the 1993 Senior Indenture. It also lists a $10 million unsecured line of credit with National City Bank. The index does not state current outstanding balances, so these amounts should be verified against the original filing.
Where can investors find the company's executive compensation and governance details?
Part III information, including executive compensation and governance, is incorporated by reference from the Proxy Statement dated March 17, 1998, for the Annual Meeting of Shareholders on April 24, 1998. The exhibit index also lists several incentive and deferred compensation plans, but this amendment does not contain their terms in the main document.
04—Continue