UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1O-Q

(Mark One)

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

For the quarterly period ended June 30, 2006

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

For the transition period from                      to                     

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.)
6300 Wilson Mills Road, Mayfield Village, Ohio		44143
(Address of principal executive offices)		(Zip Code)

(440) 461-5000

(Registrant’s telephone number, including area code)

     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 þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     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: 772,229,334 outstanding at July 31, 2006

 

 

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

The Progressive Corporation and Subsidiaries
Consolidated Statements of Income
(unaudited)

		Three Months												Six Months
Periods Ended June 30,		2006				2005				% Change				2006				2005				% Change
(millions — except per share amounts)
Revenues:
Net premiums earned		$	3,564.4			$	3,453.8				3			$	7,064.9			$	6,803.8				4
Investment income			162.7				129.8				25				314.2				250.2				26
Net realized gains (losses) on securities			(27.1	)			(3.8	)			613				(26.6	)			6.4			NM
Service revenues			7.9				10.3				(23	)			16.3				21.5				(24	)
Total revenues			3,707.9				3,590.1				3				7,368.8				7,081.9				4
Expenses:
Losses and loss adjustment expenses			2,384.2				2,264.6				5				4,667.0				4,433.2				5
Policy acquisition costs			364.9				366.2				—				727.0				722.3				1
Other underwriting expenses			337.8				342.2				(1	)			676.5				665.6				2
Investment expenses			3.4				3.1				10				5.9				5.9				—
Service expenses			6.3				6.6				(5	)			13.1				12.0				9
Interest expense			19.4				20.7				(6	)			39.9				41.5				(4	)
Total expenses			3,116.0				3,003.4				4				6,129.4				5,880.5				4
Income before income taxes			591.9				586.7				1				1,239.4				1,201.4				3
Provision for income taxes			191.5				192.4				—				402.4				394.4				2
Net income		$	400.4			$	394.3				2			$	837.0			$	807.0				4
COMPUTATION OF EARNINGS PER SHARE
Basic:
Average shares outstanding			776.1				788.6				(2	)			783.2				792.2				(1	)
Per share		$	.52			$	.50				3			$	1.07			$	1.02				5
Diluted:
Average shares outstanding			776.1				788.6				(2	)			783.2				792.2				(1	)
Net effect of dilutive stock-based compensation			9.8				11.5				(15	)			10.2				11.7				(13	)
Total equivalent shares			785.9				800.1				(2	)			793.4				803.9				(1	)
Per share		$	.51			$	.49				3			$	1.05			$	1.00				5
Dividends per Share		$	.0075			$	.0075				—			$	.015			$	.015				—

NM = Not Meaningful

All share and per share amounts were adjusted for the May 18, 2006, 4-for-1 stock split.

See notes to consolidated financial statements.

The Progressive Corporation and Subsidiaries
Consolidated Balance Sheets
(unaudited)

		June 30,								December 31,
(millions)		2006				2005				2005
Assets
Investments — Available-for-sale, at market:
Fixed maturities (amortized cost: $10,574.9, $8,566.6 and $10,260.7)		$	10,386.9			$	8,638.0			$	10,221.9
Equity securities:
Preferred stocks (cost: $1,462.0, $1,146.7 and $1,217.0)			1,450.8				1,153.5				1,220.3
Common equities (cost: $1,441.4, $1,402.2 and $1,423.4)			2,109.8				1,936.5				2,058.9
Short-term investments (amortized cost: $720.1, $2,266.0 and $773.5)			720.3				2,266.7				773.6
Total investments			14,667.8				13,994.7				14,274.7
Cash			17.6				19.8				5.6
Accrued investment income			130.8				105.8				133.1
Premiums receivable, net of allowance for doubtful accounts of $106.5, $85.1 and $116.3			2,662.9				2,522.4				2,500.7
Reinsurance recoverables, including $52.9, $57.3 and $58.5 on paid losses			389.1				395.3				405.7
Prepaid reinsurance premiums			103.8				120.5				103.7
Deferred acquisition costs			478.0				468.7				444.8
Income taxes			71.5				—				138.3
Property and equipment, net of accumulated depreciation of $580.5, $606.1 and $562.0			902.7				704.3				758.7
Other assets			178.4				127.7				133.3
Total assets		$	19,602.6			$	18,459.2			$	18,898.6
Liabilities and Shareholders’ Equity
Unearned premiums		$	4,626.6			$	4,503.8			$	4,335.1
Loss and loss adjustment expense reserves			5,694.6				5,490.5				5,660.3
Accounts payable, accrued expenses and other liabilities			1,673.9				1,495.0				1,510.8
Income taxes			—				94.8				—
Debt1			1,185.2				1,284.6				1,284.9
Total liabilities			13,180.3				12,868.7				12,791.1
Shareholders’ equity:
Common Shares, $1.00 par value (authorized 900.0, 600.0 and 600.0; issued 798.7, 213.1 and 213.1, including treasury shares of 23.5, 15.4 and 15.8)			775.2				197.7				197.3
Paid-in capital			827.8				818.8				848.2
Unamortized restricted stock			—				(75.7	)			(62.7	)
Accumulated other comprehensive income:
Net unrealized gains on securities			305.1				398.6				390.1
Net unrealized gains on forecasted transactions			8.1				9.2				8.6
Retained earnings			4,506.1				4,241.9				4,726.0
Total shareholders’ equity			6,422.3				5,590.5				6,107.5
Total liabilities and shareholders’ equity		$	19,602.6			$	18,459.2			$	18,898.6

See notes to consolidated financial statements.

The Progressive Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)

Six Months Ended June 30,		2006				2005
(millions)
Cash Flows From Operating Activities
Net income		$	837.0			$	807.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			49.2				45.1
Amortization of fixed maturities			104.5				86.0
Amortization of stock-based compensation			11.4				15.6
Net realized (gains) losses on securities			26.6				(6.4	)
Gain on sale of property and equipment			(4.3	)			—
Changes in:
Unearned premiums			291.5				395.8
Loss and loss adjustment expense reserves			34.3				204.9
Accounts payable, accrued expenses and other liabilities			102.9				87.4
Prepaid reinsurance premiums			(.1	)			(.7	)
Reinsurance recoverables			16.6				(13.7	)
Premiums receivable			(162.2	)			(235.2	)
Deferred acquisition costs			(33.2	)			(36.5	)
Income taxes			112.5				88.5
Tax benefit from exercise/vesting of stock-based compensation			—				23.8
Other, net			(40.8	)			(38.8	)
Net cash provided by operating activities			1,345.9				1,422.8
Cash Flows From Investing Activities
Purchases:
Fixed maturities			(3,861.5	)			(3,049.1	)
Equity securities			(470.6	)			(694.8	)
Short-term investments — auction rate securities			(1,003.7	)			(5,990.8	)
Sales:
Fixed maturities			3,000.0				3,191.7
Equity securities			106.9				86.7
Short-term investments — auction rate securities			1,224.5				5,613.2
Maturities, paydowns, calls and other:
Fixed maturities			408.4				258.1
Equity securities			107.5				48.3
Net (purchases) sales of short-term investments — other			(166.4	)			(511.8	)
Net unsettled security transactions			72.7				79.1
Purchases of property and equipment			(193.7	)			(82.9	)
Sale of property and equipment			4.8				—
Net cash used in investing activities			(771.1	)			(1,052.3	)
Cash Flows From Financing Activities
Proceeds from exercise of stock options			25.3				28.1
Tax benefit from exercise/vesting of stock-based compensation			22.4				—
Payment of debt			(100.0	)			—
Dividends paid to shareholders			(11.7	)			(11.9	)
Acquisition of treasury shares			(498.8	)			(386.9	)
Net cash used in financing activities			(562.8	)			(370.7	)
Increase (decrease) in cash			12.0				(.2	)
Cash, January 1			5.6				20.0
Cash, June 30		$	17.6			$	19.8

See notes to consolidated financial statements.

The Progressive Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(unaudited)

Note 1 Basis of Presentation — These financial statements and the notes thereto should be read in conjunction with Progressive’s audited financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2005.

The consolidated financial statements reflect all normal recurring adjustments which, in the opinion of management, were necessary for a fair statement of the results for the interim periods presented. The results of operations for the periods ended June 30, 2006, are not necessarily indicative of the results expected for the full year.

On April 21, 2006, the Board of Directors approved a 4-for-1 stock split that was paid in the form of a stock dividend on May 18, 2006. All share and per share amounts were adjusted for the stock split.

Note 2 Stock-Based Compensation — As of January 1, 2006, we adopted the provisions of Statement of Financial Accounting Standards 123 (revised 2004)(SFAS 123(R)), “Share-Based Payment,” which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors.

We adopted SFAS 123(R) using the modified prospective method as of January 1, 2006. As a result, our consolidated financial statements for the six months ended June 30, 2006, reflect the effect of SFAS 123(R). In accordance with the modified prospective transition method, our consolidated financial statements for prior periods have not been restated to reflect, and do not include, the effect of SFAS 123(R).

Pursuant to the modified prospective application, we are required to expense the fair value at the grant date of our unvested outstanding stock options. No stock options have been granted after December 31, 2002. We will not incur any additional expense relating to currently outstanding stock options in years subsequent to 2006, since the final vesting date of stock options previously granted will be January 1, 2007. Beginning in 2003, we began issuing restricted stock awards as our form of equity compensation to key members of management and non-employee directors in lieu of stock options; our current equity compensation program does not contemplate the issuance of stock options. Compensation expense for restricted stock awards is recognized over the respective vesting periods. The current year expense for restricted stock is not representative of the effect on net income for future years since each subsequent year will reflect expense for additional awards.

For the six months ended June 30, 2006, the pre-tax expense of our stock-based compensation was $11.4 million (tax benefit of $4.0 million), of which $.7 million related to our unvested outstanding stock options. We used the modified Black-Scholes pricing model to calculate the fair value of the options awarded as of the date of grant.

The following table shows the effect on net income and earnings per share had the fair value method been applied to all outstanding and unvested stock option awards for the six months ended June 30, 2005:

(millions, except per share amounts)
Net income, as reported		$	807.0
Deduct: Total stock-based employee compensation expense determined under the fair value based method for all stock option awards, net of related tax effects			(1.2	)
Net income, pro forma		$	805.8
Earnings per share
Basic — as reported		$	1.02
Basic — pro forma			1.02
Diluted — as reported		$	1.00
Diluted — pro forma			1.00

In addition, in conjunction with the Financial Accounting Standards Board Staff Position No. FAS 123(R)-3, “Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards,” we elected to adopt the alternative transition method for calculating the tax effects of stock-based compensation pursuant to SFAS 123(R). The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool related to the tax effects of employee stock-based compensation, and to determine the subsequent effect on the paid-in capital pool and the consolidated statements of cash flows of the tax effects of employee stock-based compensation awards that were outstanding upon the adoption of SFAS 123(R).

As highlighted above, the adoption of SFAS 123(R) had minimal effect on our financial results. In 2006, under SFAS 123(R), we began to record an estimate for expected forfeitures of restricted stock based on our historical forfeiture rates. Prior to adoption, we accounted for forfeitures as they occurred, as permitted under accounting standards then in effect. In addition, we shortened the vesting periods of certain stock-based awards based on the “qualified retirement dates,” as defined in our incentive compensation plans. The cumulative effect of adopting these changes was not material to our financial statements for the six months ended June 30, 2006.

Stock-Based Incentive Compensation Plans Our stock-based incentive compensation plans provide for the granting of restricted stock awards to key members of management and the non-employee directors. Prior to 2003, we granted non-qualified stock options as stock-based incentive compensation (see below).

Our 2003 Incentive Plan, which provides for the granting of stock-based awards, including restricted stock awards, to key employees of Progressive, has 19.5 million shares currently authorized on a post-split basis, net of restricted stock awards cancelled. Our 1995 Incentive Plan and 1989 Incentive Plan have expired; however, awards made under those plans prior to their respective expirations are still in effect.

Beginning in 2003, we began issuing restricted stock awards in lieu of stock options. The restricted stock awards are issued as either time-based or performance-based awards. The time-based awards vest in equal installments upon the lapse of a specified period of time, typically over three, four and five year periods. The vesting period (i.e., requisite service period) must be a minimum of six months and one day. The performance-based awards vest upon the achievement of predetermined performance criteria. The performance-based awards are granted to approximately 50 executives and senior managers, in addition to their time-based awards, to provide additional compensation for achieving pre-established

profitability and growth targets. Generally, the restricted stock awards are expensed pro rata over their respective vesting periods based on the market value of the awards at the time of grant (hereinafter referred to as equity awards). However, for restricted stock awards granted in 2003 and 2004 that were deferred pursuant to our deferred compensation plan, we record expense on a pro rata basis based on the current market value of Common Shares at the end of the reporting period (hereinafter referred to as liability awards).

Prior to 2003, we granted nonqualified stock options for terms up to ten years. These options became or will become exercisable at various dates not earlier than six months after the date of grant, and remain exercisable for specified periods thereafter. All options granted had an exercise price equal to the market value of the Common Shares on the date of grant and, under the then applicable accounting guidance, no compensation expense was recorded. Pursuant to the adoption of SFAS 123(R), on January 1, 2006, we began expensing the remaining unvested stock option awards. All option exercises are settled in Common Shares from either existing treasury shares or newly issued shares of Progressive.

A summary of all employee restricted stock activity during the period indicated follows:

		Six Months Ended
		June 30, 2006
						Weighted
						Average
		Number of				Grant Date
Nonvested restricted stock outstanding		Shares				Fair Value
Beginning of period			5,442,988			$	20.21
Add (deduct):
Granted			1,768,396				26.56
Vested			(564,916	)			16.58
Forfeited			(426,816	)			21.75
End of period			6,219,652			$	22.24

There were 444,700 non-deferred restricted stock awards which vested during the six months ended June 30, 2006. The pre-tax intrinsic value on these non-deferred awards, based on the average of the high and low stock price on the day prior to vesting, was $5.6 million. There was no intrinsic value on the 120,216 deferred restricted stock awards that vested during the period since, as previously discussed, these awards were granted in 2003 or 2004 and, therefore, were expensed based on the current market value at the end of each reporting period.

A summary of all employee stock option activity during the period indicated follows:

		Six Months Ended
		June 30, 2006
						Weighted
						Average
		Number of				Grant Date
Nonvested stock options outstanding		Shares				Fair Value
Beginning of period			4,232,220			$	4.76
Add (deduct):
Vested			(3,053,352	)			4.36
Forfeited			(83,270	)			5.81
End of period			1,095,598			$	5.82

		Six Months Ended
		June 30, 2006
						Weighted
		Number of				Average
Options outstanding		Shares				Exercise Price
Beginning of period			19,621,476			$	8.44
Add (deduct):
Exercised			(3,040,041	)			8.19
Forfeited			(99,730	)			12.30
End of period			16,481,705			$	8.46
Exercisable, end of period			15,386,107			$	8.13
Available, end of period1			13,508,316

The total pre-tax intrinsic value of options exercised during the six months ended June 30, 2006, was $56.5 million, based on the actual stock price at time of exercise.

During the six months ended June 30, 2006, we recognized $11.4 million, or $7.4 million after taxes, of compensation expense related to our outstanding unvested restricted stock and stock option awards. At June 30, 2006, the total compensation cost related to unvested awards not yet recognized was $87.7 million. This compensation expense will be recognized into the income statement over the weighted-average period of 2.49 years.

The following employee stock options were outstanding or exercisable as of June 30, 2006:

Weighted

Aggregate Intrinsic

Weighted Average

Number of

Average

Value

Remaining

Shares

Exercise Price

(in millions)

Contractual Life

Options outstanding

16,481,705

$8.46

$284.3

3.68 years

Options exercisable

15,386,107

$8.13

$270.4

3.56 years

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on our closing stock price of $25.71 as of June 30, 2006, which would have been received by the option holders had all option holders exercised their options as of that date. All of the exercisable options at June 30, 2006, were “in-the-money.”

See “Item 5-Other Information” in Part II of this Form 10-Q for details regarding the restricted stock awards granted during the second quarter 2006.

Note 3 Supplemental Cash Flow Information — We paid income taxes of $265.0 million and $286.0 million during the six months ended June 30, 2006 and 2005, respectively. Total interest paid was $42.5 million for both the six months ended June 30, 2006 and 2005. Non-cash activity includes the liability for deferred restricted stock compensation and the changes in net unrealized gains (losses) on investment securities.

Progressive implemented a 4-for-1 stock split in the form of a dividend to shareholders on May 18, 2006. We reflected the issuance of the additional Common Shares by transferring $585.9 million from retained earnings to the common stock account. All per share and equivalent share amounts were adjusted to give effect to the split. Treasury shares were not split.

Note 4 Debt — Debt at June 30 consisted of:

		2006								2005
		Carrying				Market				Carrying
(millions)		Value				Value				Value				Market Value
7.30% Notes due 2006		$	—			$	—			$	100.0			$	102.9
6.375% Senior Notes due 2012			348.1				357.6				347.8				386.0
7% Notes due 2013			149.0				158.8				148.9				173.4
6 5/8% Senior Notes due 2029			294.3				303.2				294.2				349.8
6.25% Senior Notes due 2032			393.8				381.5				393.7				444.6
		$	1,185.2			$	1,201.1			$	1,284.6			$	1,456.7

Note 5 Comprehensive Income — Total comprehensive income was $337.9 million and $492.1 million for the quarters ended June 30, 2006 and 2005, respectively, and $751.5 million and $770.0 million for the six months ended June 30, 2006 and 2005, respectively.

Note 6 Dividends — On June 30, 2006, we paid a quarterly dividend of $.0075 per Common Share to shareholders of record as of the close of business on June 9, 2006. The dividend of $.03 per share, on a pre-split basis, was declared by the Board of Directors on April 21, 2006.

Note 7 Segment Information — Our Personal Lines business units write insurance for private passenger automobiles and recreational vehicles. Our Commercial Auto business unit writes primary liability and physical damage insurance for automobiles and trucks owned by small businesses. Our other-indemnity businesses primarily include writing professional liability insurance for community banks and managing our run-off businesses. Our service businesses include providing insurance-related services, primarily providing policy issuance and claims adjusting services for Commercial Auto Insurance Procedures/ Plans (CAIP), which are state-supervised plans serving the involuntary market. All revenues are generated from external customers.

Following are the operating results for the periods ended June 30:

		Three Months																Six Months
		2006								2005								2006								2005
						Pretax								Pretax								Pretax								Pretax
						Profit								Profit								Profit								Profit
(millions)		Revenues				(Loss)				Revenues				(Loss)				Revenues				(Loss)				Revenues				(Loss)
Personal Lines
Drive		$	1,999.9			$	220.5			$	2,015.9			$	271.0			$	3,983.9			$	499.4			$	3,991.3			$	550.8
Direct			1,092.2				143.2				1,019.1				135.6				2,159.2				296.6				1,991.7				267.8
Total Personal Lines1			3,092.1				363.7				3,035.0				406.6				6,143.1				796.0				5,983.0				818.6
Commercial Auto			466.6				110.3				412.0				71.2				909.4				192.4				807.2				155.7
Other-indemnity			5.7				3.5				6.8				3.0				12.4				6.0				13.6				8.4
Total underwriting operations			3,564.4				477.5				3,453.8				480.8				7,064.9				994.4				6,803.8				982.7
Service businesses			7.9				1.6				10.3				3.7				16.3				3.2				21.5				9.5
Investments2			135.6				132.2				126.0				122.9				287.6				281.7				256.6				250.7
Interest expense			—				(19.4	)			—				(20.7	)			—				(39.9	)			—				(41.5	)
		$	3,707.9			$	591.9			$	3,590.1			$	586.7			$	7,368.8			$	1,239.4			$	7,081.9			$	1,201.4

Progressive’s management uses underwriting margin and combined ratio as primary measures of underwriting profitability. The underwriting margin is the pretax profit (loss) expressed as a percent of net premiums earned (i.e., revenues). Combined ratio is the complement of the underwriting margin. Following are the underwriting margins/combined ratios for our underwriting operations for the periods ended June 30:

		Three Months																Six Months
		2006								2005								2006								2005
		Under-								Under-								Under-								Under-
		writing				Combined				writing				Combined				writing				Combined				writing				Combined
		Margin				Ratio				Margin				Ratio				Margin				Ratio				Margin				Ratio
Personal Lines
Drive			11.0	%			89.0				13.4	%			86.6				12.5	%			87.5				13.8	%			86.2
Direct			13.1				86.9				13.3				86.7				13.7				86.3				13.4				86.6
Total Personal Lines			11.8				88.2				13.4				86.6				13.0				87.0				13.7				86.3
Commercial Auto			23.6				76.4				17.3				82.7				21.2				78.8				19.3				80.7
Other-indemnity1		NM				NM				NM				NM				NM				NM				NM				NM
Total underwriting operations			13.4				86.6				13.9				86.1				14.1				85.9				14.4				85.6

Note 8 Litigation — One or more of The Progressive Corporation’s insurance subsidiaries are named as a defendant in various lawsuits arising out of their insurance operations. All legal actions relating to claims made under insurance policies are considered in establishing our loss and loss adjustment expense reserves.

In addition, various Progressive entities are named as a defendant in a number of class action or individual lawsuits, the outcomes of which are uncertain at this time. These cases include those alleging damages as a result of our total loss evaluation methodology or handling, use of after-market parts, use of consumer reports (such as credit reports) in underwriting and related notice requirements under the federal Fair Credit Reporting Act, charging betterment in first party physical damage claims, the adjusting of personal injury protection and medical payment claims, the use of preferred provider rates for payment of personal injury protection claims, the use of automated database vendors or products to assist in evaluating certain bodily injury claims, policy implementation and renewal procedures and cases challenging other aspects of our claims and marketing practices and business operations.

We plan to contest the outstanding suits vigorously, but may pursue settlement negotiations where appropriate. In accordance with accounting principles generally accepted in the United States (GAAP), we have established accruals for lawsuits as to which we have determined that it is probable that a loss has been incurred and we can reasonably estimate its potential exposure. Pursuant to GAAP, we have not established reserves for those lawsuits where the loss is not probable and/or we are currently unable to estimate the potential exposure. If any one or more of these lawsuits results in a judgment against or settlement by us in an amount that is significantly in excess of the reserve established for such lawsuit (if any), the resulting liability could have a material effect on our financial condition, cash flows and results of operations.

For a further discussion on our pending litigation, see “Item 3-Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2005.

Note 9 Reclassifications — Upon adoption of SFAS 123(R), companies were required to eliminate any unearned compensation accounts (i.e., unamortized restricted stock) against the appropriate equity (i.e., paid-in capital) or liability account. As a result, as of June 30, 2006, we were required to reclassify $87.0 million of “Unamortized restricted stock,” of which $80.4 million related to equity awards and $6.6 million related to liability awards.

In addition, certain amounts in the Consolidated Statements of Cash Flows (i.e., short-term investments), were reclassified for 2005 to comply with the presentation requirements under SFAS 95, “Statement of Cash Flows,” and SFAS 115, “Accounting for Certain Investments in Debt and Equity Securities.”

Note 10 New Accounting Standards — The Financial Accounting Standards Board issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” which provides guidance for recognizing and measuring the financial statement impact of tax positions taken or expected to be taken in a tax return. This interpretation is effective beginning January 1, 2007. Progressive is currently determining the effect this interpretation will have on its financial condition, cash flows and results of operations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

OVERVIEW

For the second quarter 2006, The Progressive Corporation’s insurance subsidiaries continued to generate strong profitability and experience slower growth. On a companywide basis, our combined ratio was 86.6 for the quarter, and net premiums written increased 2% over the same period last year. For the second quarter 2006, net income increased 2% to $400.4 million, or $.51 per share on a post-split basis.

Current “soft” market conditions, where rates are stable or decreasing and customers are shopping less, continue to influence our growth rates. Personal Lines premium growth of 1% for the quarter can be explained by some combination of new business applications (i.e., completed sales), premium per policy and retention. During the second quarter 2006, new business applications were down 8% in our Personal Lines businesses and up 1% in Commercial Auto. The decrease in new personal auto applications was the most significant contributor to the slowing growth. The increase in renewal applications remained relatively strong during the second quarter 2006, as compared to the same period last year. In addition, premium per policy was relatively flat on new auto business and down slightly on renewal business, compared to prior year levels. Our estimate of policy life expectancy, which is one measure of retention, lengthened since the end of 2005, but is down as compared to the second quarter last year in most of our personal auto and Commercial Auto tiers. Companywide policies in force grew 5%.

Profitability remains very strong for each reporting segment. On a companywide basis, the combined ratio is fairly comparable to the second quarter 2005, although we had expected our loss cost trends to begin pushing our underwriting margins closer to our long-term goal of a calendar year 96 combined ratio. We are continuing to experience reduced accident frequency trends that have characterized the auto insurance industry for some time. Severity increased modestly during the quarter. Our strong underwriting margins in the second quarter also benefited from 1.9 points of favorable prior year reserve development. This favorable development reflects both actuarial adjustments, as well as other favorable development (e.g., claims settling for less than reserved).

We are looking to achieve a better balance between profitability and growth given our performance over the last several quarters. We had expected increases in severity, and potentially frequency, to begin to absorb the margin in excess of our target of a 96 calendar-year combined ratio over time. This has not happened. Going forward, we will look more aggressively for market segments where we think we may be able to convert more business by moderating some of our future pricing. In addition, we may begin to be more aggressive in our efforts to retain renewals as well as in our advertising and media spend. The soft market continues, but we do not plan to give away margin during this period without a potential growth pay back. We will be diligent in our efforts to not allow competitors to take growth at a margin that we would be comfortable with.

We made no substantial changes in the allocation of our investment portfolio during the quarter. Our investment portfolio produced a fully taxable equivalent total return of .5% for the second quarter, with a positive total return in fixed-income securities offset by a negative return in common stocks. We continued to keep our credit quality high and exposure to interest rate risk low. During the second quarter 2006, we lengthened the duration of the fixed-income portfolio to 3.3 years at June 30, 2006; the weighted average credit quality remained AA.

On April 21, 2006, the Board of Directors approved a 4-for-1 stock split that was paid in the form of a stock dividend on May 18, 2006.

FINANCIAL CONDITION

Capital Resources and Liquidity

Progressive has substantial capital resources, and we believe we have sufficient borrowing capacity and other capital resources to support current and anticipated growth and satisfy scheduled debt and interest payments. During the second quarter 2006, our 7.30% Notes in the aggregate principal amount of $100 million matured; we used operating cash flows to retire this obligation. Our existing debt covenants do not include any rating or credit triggers.

Progressive’s insurance operations create liquidity by collecting and investing premiums from new and renewal business in advance of paying claims. For the six months ended June 30, 2006, operations generated a positive cash flow of $1,345.9 million.

On April 21, 2006, the Board of Directors approved a 4-for-1 stock split that was paid in the form of a stock dividend on May 18, 2006; we did not split our treasury shares in conjunction with the stock split. In addition, the Board approved an increase to the number of Common Shares available for repurchase under the April 2003 Board authorization to adjust for the 4-for-1 stock split. The Board also set a new authorization to repurchase 60 million Common Shares (on a post-split basis) to be used in addition to, and after completion of, the remaining repurchases available under the April 2003, split-adjusted authorization. See “Item 2” in Part II of this Form 10-Q for further details.

During the second quarter 2006, we repurchased 7.1 million Common Shares, at a total cost of $267.5 million. Of the 7.1 million Common Shares repurchased, 1.0 million were purchased prior to the stock split at an average cost of $107.42 per share, and 6.1 million were repurchased after the stock split at an average cost of $26.38 per share. For the first six months of 2006, we repurchased a total of 9.3 million shares (average cost, on a split-adjusted basis, of $26.53 per share).

In February 2006, the Board of Directors approved a plan to replace our current dividend policy in 2007 with an annual variable dividend, based on a target percentage of after-tax underwriting income, multiplied by a companywide performance factor, referred to as the “Gainshare factor.” The Gainshare factor, which will be based on premium growth and profitability, can range from zero to two. For example, through the second quarter 2006, based on year-to-date results, the Gainshare factor was 1.33, compared to 1.54 as of the end of the first quarter 2006. Since the final factor will be determined based on our results for the full year (beginning in 2007), the factor for any interim period may not be representative of what the final factor will be. The new variable dividend policy will not go into effect until 2007 with the first payout expected in early 2008. Throughout 2006, we will continue with our current quarterly dividend policy.

Commitments and Contingencies

We substantially completed construction of a data center, printing center and related facilities in Colorado Springs, Colorado, at an estimated total cost of $65.9 million, during the second quarter 2006, although the buildings are not scheduled to become operational until 2007. During 2006, we acquired additional land for future development to support our corporate operations in Colorado Springs, Colorado and Mayfield Village, Ohio near our current corporate facilities, at a total cost of $16.2 million. In 2007, we expect to begin a multi-year project to construct two buildings, two parking garages and associated facilities in Mayfield Village at a currently estimated construction cost of $150 million. All such projects, including the additional claims service centers discussed below, are, or will be, funded through operating cash flows.

As of June 30, 2006 we have a total of 42 service centers that are available to provide concierge-level claims service. We added 16 centers during the first six months of 2006, including 13 centers completed in the second quarter 2006. We previously announced a significant expansion of this service and are currently acquiring and constructing additional

sites around the country. We expect to open 13 new service centers, of which 2 will replace existing centers, during the remainder of 2006.

Off-Balance-Sheet Arrangements

Except for the open investment funding commitments and operating leases and service agreements discussed in the notes to the financial statements in Progressive’s Annual Report on Form 10-K for the year ended December 31, 2005, we do not have any off-balance-sheet leverage.

Contractual Obligations

During the second quarter 2006, our contractual obligations did not change materially from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2005.

RESULTS OF OPERATIONS
Underwriting Operations
Growth

		Growth over prior year
		Quarter				Year-to-date
Direct premiums written			2	%			2	%
Net premiums written			2	%			2	%
Net premiums earned			3	%			4	%
Policies in force (at June 30)		NA					5	%

NA = Not Applicable

Net premiums written represent the premiums generated from policies written during the period less any premiums ceded to reinsurers. Net premiums earned, which are a function of the premiums written in the current and prior periods, are earned as revenue using a daily earnings convention.

To analyze growth, we review new policies, rate levels, and the retention characteristics of our books of business. The decrease in new business applications is the most significant contributor to the flattening growth rates we experienced in the second quarter and first six months of 2006. For both the second quarter and first six months of 2006, new business applications decreased 8% in our Personal Lines businesses, compared to increases of 3% and 5%, respectively, for the same periods last year. Both the Drive and Direct channels wrote less new business in the second quarter and first six months of 2006 in both the auto and special lines products. The decline in new business reflects the continuation of the “soft” market conditions. The strong profitability in the personal auto market over the last several years has resulted in increased competition, as evidenced by rate cutting by competitors and other non-price actions, such as increased advertising, relaxed underwriting standards and higher commission payments to agents and brokers. Solid increases in our renewal business helped contribute to the 5% increase in Personal Lines policies in force on a year-over-year basis at June 30, 2006. In our Commercial Auto business, for the second quarter and first six months of 2006, new applications increased 1% and 5%, respectively, while renewal business increased about 6% and 5%, respectively, and policies in force increased 10% over last year.

We filed 83 auto rate revisions in various states in the second quarter 2006, bringing the total to 146 for the year. The overall effect of these revisions was that our rates remained relatively flat. These rate changes, coupled with shifts in the mix of our personal auto business, contributed to a 4% and 3% decrease in average earned premium per policy for the second quarter 2006 and first six months of 2006, respectively, as compared to the same prior year periods. We will continue to assess market conditions on a state-by-state basis and aggressively look for market segments where we think we may be able to convert more business by moderating some of our future pricing activity while still maintaining service quality.

Another important element affecting growth is customer retention. We have seen a lengthening in retention since the end of the first quarter 2006 and year end 2005 in both our personal auto and Commercial Auto businesses. However, most personal auto tiers ended the second quarter at retention levels lower than at the end of the same period last year, while retention increased slightly in most Commercial Auto tiers. With a greater percentage of our premium coming from renewal business, increasing retention remains an area of continuing focus.

Profitability

Profitability for our underwriting operations is defined by pretax underwriting profit, which is calculated as net premiums earned less losses and loss adjustment expenses, policy acquisition costs and other underwriting expenses. We also use underwriting profit margin, which is underwriting profit expressed as a percent of net premiums earned, to analyze our results. For the three and six month periods ended June 30, our underwriting profitability measures were as follows:

		Three Months																Six Months
		2006								2005								2006								2005
		Underwriting								Underwriting								Underwriting								Underwriting
		Profit (Loss)								Profit (Loss)								Profit (Loss)								Profit (Loss)
(millions)		$				Margin				$				Margin				$				Margin				$				Margin
Personal Lines
Drive		$	220.5				11.0	%		$	271.0				13.4	%		$	499.4				12.5	%		$	550.8				13.8	%
Direct			143.2				13.1				135.6				13.3				296.6				13.7				267.8				13.4
Total Personal Lines			363.7				11.8				406.6				13.4				796.0				13.0				818.6				13.7
Commercial Auto			110.3				23.6				71.2				17.3				192.4				21.2				155.7				19.3
Other-indemnity1			3.5			NM					3.0			NM					6.0			NM					8.4				NM
Total underwriting operations		$	477.5				13.4	%		$	480.8				13.9	%		$	994.4				14.1	%		$	982.7				14.4	%

Further underwriting results for our Personal Lines businesses, including its channel components, the Commercial Auto business and other-indemnity businesses, were as follows (details discussed below):

		THREE MONTHS ENDED												SIX MONTHS ENDED
		JUNE 30,												JUNE 30,
(dollars in millions)		2006				2005				Change				2006				2005				Change
NET PREMIUMS WRITTEN
Personal Lines
Drive		$	2,053.3			$	2,066.3				(1	)%		$	4,085.6			$	4,148.1				(2	)%
Direct			1,093.0				1,038.0				5	%			2,234.4				2,119.0				5	%
Total Personal Lines			3,146.3				3,104.3				1	%			6,320.0				6,267.1				1	%
Commercial Auto			526.3				484.0				9	%			1,022.6				920.3				11	%
Other — indemnity			7.0				5.8				21	%			13.7				11.5				19	%
Total underwriting operations		$	3,679.6			$	3,594.1				2	%		$	7,356.3			$	7,198.9				2	%
NET PREMIUMS EARNED
Personal Lines
Drive		$	1,999.9			$	2,015.9				(1	)%		$	3,983.9			$	3,991.3				—	%
Direct			1,092.2				1,019.1				7	%			2,159.2				1,991.7				8	%
Total Personal Lines			3,092.1				3,035.0				2	%			6,143.1				5,983.0				3	%
Commercial Auto			466.6				412.0				13	%			909.4				807.2				13	%
Other — indemnity			5.7				6.8				(16	)%			12.4				13.6				(9	)%
Total underwriting operations		$	3,564.4			$	3,453.8				3	%		$	7,064.9			$	6,803.8				4	%
UNDERWRITING PERFORMANCE
Personal Lines — Drive
Loss and loss adjustment expense ratio			69.2				65.9			3.3 pts.					67.5				65.5			2.0 pts.
Underwriting expense ratio			19.8				20.7			(.9) pts.					20.0				20.7			(.7) pts.
Combined ratio			89.0				86.6			2.4 pts.					87.5				86.2			1.3 pts.
Personal Lines — Direct
Loss and loss adjustment expense ratio			67.1				66.4			.7 pts.					66.4				66.6			(.2) pts.
Underwriting expense ratio			19.8				20.3			(.5) pts.					19.9				20.0			(.1) pts.
Combined ratio			86.9				86.7			.2 pts.					86.3				86.6			(.3) pts.
Total Personal Lines
Loss and loss adjustment expense ratio			68.4				66.1			2.3 pts.					67.0				65.8			1.2 pts.
Underwriting expense ratio			19.8				20.5			(.7) pts.					20.0				20.5			(.5) pts.
Combined ratio			88.2				86.6			1.6 pts.					87.0				86.3			.7 pts.
Commercial Auto
Loss and loss adjustment expense ratio			57.3				62.3			(5.0) pts.					59.8				60.5			(.7) pts.
Underwriting expense ratio			19.1				20.4			(1.3) pts.					19.0				20.2			(1.2) pts.
Combined ratio			76.4				82.7			(6.3) pts.					78.8				80.7			(1.9) pts.
Total Underwriting Operations1
Loss and loss adjustment expense ratio			66.9				65.6			1.3 pts.					66.0				65.2			.8 pts.
Underwriting expense ratio			19.7				20.5			(.8) pts.					19.9				20.4			(.5) pts.
Combined ratio			86.6				86.1			.5 pts.					85.9				85.6			.3 pts.
Accident year — Loss and loss adjustment expense ratio			68.8				68.1			.7 pts.					68.4				68.2			.2 pts.

POLICIES IN FORCE		June				June
(at June 30) (in thousands)		2006				2005				Change
Personal Lines
Drive — Auto			4,554				4,492				1	%
Direct — Auto			2,409				2,271				6	%
Special Lines2			2,871				2,612				10	%
Total Personal Lines			9,834				9,375				5	%
Commercial Auto			502				455				10	%

Losses and Loss Adjustment Expenses (LAE)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
(millions)		2006				2005				2006				2005
Change in loss and LAE reserves		$	71.4			$	142.2			$	45.3			$	204.0
Paid losses and LAE			2,312.8				2,122.4				4,621.7				4,229.2
Total incurred losses and LAE		$	2,384.2			$	2,264.6			$	4,667.0			$	4,433.2

Claims costs, our most significant expense, represent payments made, and estimated future payments to be made, to or on behalf of our policyholders, including expenses needed to adjust or settle claims. These costs include an estimate for costs related to assignments, based on current business, under state-mandated automobile insurance programs. Claims costs are influenced by loss severity and frequency and inflation, among other factors. Accordingly, anticipated changes in these factors are taken into account when we establish premium rates and loss reserves.

During the second quarter and first six months of 2006, we continued to report favorable loss ratios, reflecting frequency and bodily injury severity below historical levels. Auto accident frequency was down about 2% in the three month and trailing twelve month periods ended June 30, 2006, compared to the same periods in 2005. For the same periods, bodily injury severity was up about 2% and severity in the property coverages was up about 5%. For the second quarter 2006, severity for personal injury protection increased about 9%, which is approximately 2-1/2 times greater than the rate of increase during the previous three quarters. We continue to analyze trends to distinguish changes in our experience from external factors versus those resulting from shifts in the mix of our business.

We monitor physical damage trend in evaluating our claims handling performance and capacity. Claims handling is our single largest cost and one of our most visible consumer experiences. During the second quarter 2006, claims quality remained consistent with the level achieved in 2005 and the first quarter of 2006, based on internal evaluations.

The table below presents the actuarial adjustments implemented and the loss reserve development experienced in the following periods:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
(millions)		2006				2005				2006				2005
ACTUARIAL ADJUSTMENTS
Favorable/(Unfavorable)
Prior accident years		$	46.3			$	32.6			$	94.7			$	69.0
Current accident year			14.3				13.9				21.6				11.0
Calendar year actuarial adjustment		$	60.6			$	46.5			$	116.3			$	80.0
PRIOR ACCIDENT YEARS DEVELOPMENT
Favorable/(Unfavorable)
Actuarial adjustment		$	46.3			$	32.6			$	94.7			$	69.0
All other development			22.4				55.0				77.7				133.5
Total development		$	68.7			$	87.6			$	172.4			$	202.5
Combined ratio effect		1.9 pts.				2.5 pts.				2.4 pts.				3.0 pts.

Total development consists both of actuarial adjustments and “all other development.” The actuarial adjustments represent the net changes made by our actuarial department to both current and prior accident year reserves based on regularly scheduled reviews. “All other development” represents claims settling for more or less than reserved, emergence of unrecorded claims at rates different than reserved and changes in reserve estimates on specific claims. Although we believe that the favorable development from both the actuarial adjustments and “all other development” generally results from the same factors, as discussed below, we are unable to quantify the portion of the reserve adjustments that might be applicable to any one or more of those underlying factors.

As can be seen in the table above, the total development through the first six months of 2006 is 15% less than that experienced in the same period last year, and total development also has declined from the first quarter 2006. Nonetheless, this development contributed 2.4 points to our year-to-date combined ratio. The total prior year loss reserve development experienced in both the three and six month periods ended June 30, 2006 and 2005, was generally consistent across our business (e.g., product, distribution channel and state). Approximately 60% of the year-to-date development related to the immediately preceding accident year for both 2006 and 2005, with the remainder affecting the preceding accident years at a declining rate. These changes in estimates were made based on our actual loss experience involving the payment of claims, along with our evaluation of the needed reserves during these periods, as compared with the prior reserve levels for those claims.

While the modest changes in claim severity are very observable in the data as they develop, it is much more difficult to determine accurately the reasons for these changes. We believe that the changes in severity estimates are related to factors as diverse as improved vehicle safety, more favorable jury awards, better fraud control, tenure of our claims personnel and other process improvements in our claims organization. However, in our claims review process, we are unable to quantify the contribution of each such factor to the overall reserve adjustment for the year.

Over the last few years, including the first six months of 2006, we have experienced favorable reserve development. We believe the favorable development in 2005 and 2006 occurred as a result of a combination of industry-wide factors and internal claims handling improvements, resulting in more consistency in evaluating and settling personal injury claims. Our analysis of the current situation and historical trends, however, indicates that such improvements are not likely to result in a continuing reduction in the rate of growth in our cost structure indefinitely. We therefore consider it likely that the benefits from these improvements will level off and cost increases (e.g., medical costs) will affect our estimates of severity in the future, returning our severity trend to historically more normal levels in the 4% to 6% range for personal auto liability, primarily bodily injury, which is experiencing only a 2% increase over prior year.

We continue to focus on our loss reserve analysis, attempting to enhance accuracy and to further our understanding of our loss costs. A detailed discussion of our loss reserving practices can be found in our Report on Loss Reserving Practices, which was filed in a Form 8-K on June 28, 2006.

Other underwriting expenses and policy acquisition costs expressed as a percent of premiums earned decreased .8 points and .5 points for the second quarter 2006 and the first six months 2006, respectively, as compared to the same periods last year, primarily reflecting lower employee gainsharing expense and a higher percentage of renewal business in the current year, which incurs lower expenses.

Personal Lines

		Growth over prior year
		Quarter				Year-to-date
Net premiums written			1	%			1	%
Net premiums earned			2	%			3	%
Auto policies in force (at June 30)		NA					5	%

NA=Not Applicable

Progressive’s Personal Lines business units write insurance for private passenger automobiles and recreational vehicles, and represents 86% of our second quarter and year-to-date 2006 net premiums written, which is fairly consistent with the same periods in 2005. Personal auto represented 86% and 90% of our total Personal Lines net premiums written for the second quarter and first six months of 2006, respectively, comparable to the same periods in 2005. In the second quarter and first six months of 2006, we experienced no growth in our personal auto business, while the special lines products (e.g., motorcycles, watercraft and RV’s) grew 7% and 6%, respectively; growth for our special lines products tends to peak in the second quarter of the year.

Total Personal Lines generated an 88.2 and 87.0 combined ratio for the second quarter and first six months of 2006, respectively, compared to an 86.6 and 86.3 for the same periods last year. Since the special lines products are typically used more in the warmer weather months, we typically experience higher loss costs during those periods. Nevertheless, the special lines results had little effect on the total Personal Lines combined ratio for both the second quarters 2006 and 2005 and had a favorable effect of about 1 point for both the first six months of 2006 and 2005. The Personal Lines business is comprised of the Drive and Direct business.

The Drive Business

		Growth over prior year
		Quarter				Year-to-date
Net premiums written			(1	)%			(2	)%
Net premiums earned			(1	)%			—	%
Auto policies in force (at June 30)		NA					1	%

NA=Not Applicable

The Drive business includes business written by the more than 30,000 independent insurance agencies that represent Progressive, as well as brokerages in New York and California. The Drive business saw a decrease in new applications in both the second quarter and first six months of 2006, as compared to the same periods last year. Premium per application on new Drive auto business remained flat for both the second quarter and first six months of 2006, as compared to the same periods last year, while premium per application on renewal business was down modestly in both periods compared to last year. For both the second quarter and year-to-date 2006, the overall rate of conversion (i.e., converting a quote to a sale) was down on an increase in the number of auto quotes. However, within the Drive business, we are seeing a shift from traditional agent quoting, where the conversion rate is remaining stable, to quotes generated through third-party comparative rating systems or those initiated by consumers on the Internet, where the conversion rate is declining. We continue to analyze these areas separately to determine the best way to spur growth in the Drive channel. Retention in each of the Drive auto tiers ended the second quarter 2006 at levels higher than at both the end of the first quarter 2006 and year end 2005; however, results are mixed when compared to the same period last year.

The Drive expense ratio decreased .9 points and .7 points for the second quarter and first six months of 2006, respectively, as compared to the same periods last year, primarily reflecting a reduction in advertising costs, due to the significant advertising expenditures made in the first half of 2005 related to

the launch of our Drive^® Insurance from Progressive brand, along with the lower employee gainsharing expense.

The Direct Business

		Growth over prior year
		Quarter				Year-to-date
Net premiums written			5	%			5	%
Net premiums earned			7	%			8	%
Auto policies in force (at June 30)		NA					6	%

NA=Not Applicable

The Direct business includes business written directly by Progressive through 1-800-PROGRESSIVE or online at progressivedirect.com. The Direct business experienced a decrease in new applications in both the second quarter and first six months of 2006, as compared to the same periods last year, while the increase in renewal applications remained strong for both periods. The use of the Internet, either for complete or partial quoting, remained flat for the second quarter 2006, compared to the second quarter 2005, and was up modestly for the first six months of 2006, compared to the same period last year. Internet sales are the most significant source of the new business activity in the Direct channel. Quotes generated via the phone decreased significantly for the second quarter and first six months of 2006, as compared to the same periods last year. Conversion rates for phone- and Internet-initiated business both increased during the second quarter and first six months of 2006, with phone conversion rates being greater than those on the Internet. The increasing mix of Internet business, which has a lower conversion rate than phone, resulted in the overall conversion rate for the Direct business being down slightly for the second quarter and year-to-date 2006. Premium per application remained flat in both the second quarter and first six months of 2006 for both new and renewal Direct auto business. Direct auto has seen a lengthening in retention in almost every tier since the end of the first quarter 2006 and year end 2005; however, most tiers are still at retention levels lower than the same period last year.

The Direct expense ratio was down .5 points and .1 points for the second quarter and first six months of 2006, as compared to the same periods last year. The decrease is primarily due to a shift in the mix of business to more renewals and Internet-initiated business, which have lower acquisition costs, as well as lower employee gainsharing expenses, partially offset by increased advertising expenditures during the periods as compared to the same periods last year. The Progressive Direct^® marketing efforts currently are aimed at breaking through the competitive noise of other insurance company advertisements and continue to emphasize the ease of doing business with Progressive and credible price comparisons provided to consumers. We are advertising on a national basis and supplement that coverage by local market media campaigns in over 100 designated market areas.

Commercial Auto

		Growth over prior year
		Quarter				Year-to-date
Net premiums written			9	%			11	%
Net premiums earned			13	%			13	%
Policies in force (at June 30)		NA					10	%

NA=Not Applicable

Progressive’s Commercial Auto business unit writes primary liability and physical damage insurance for automobiles and trucks owned by small businesses, with the majority of our customers insuring three or fewer vehicles. The Commercial Auto business, which is primarily distributed through the independent agency channel, represented about 14% of our total second quarter and year-to-date net premiums written in both 2006 and 2005.

Commercial Auto net premiums written were generated either in the specialty commercial auto market or the light and local commercial auto market, with the specialty market accounting for slightly more than half of the total Commercial Auto premiums and just under 40% of the vehicles we insure. The specialty commercial auto market includes dump trucks, logging trucks and other short-haul commercial vehicles. The light and local commercial auto market includes autos, vans and pick-up trucks used by artisans, such as contractors, landscapers and plumbers, and a variety of other small businesses.

Growth in Commercial Auto for the second quarter was lower than that experienced in the first quarter 2006 and the same period last year, reflecting the softening of the commercial auto market. New applications in the Commercial Auto business increased about 1% and 5% for the second quarter and first six months of 2006, as compared to the same periods last year; policies in force had a strong increase of 10%. In February 2006, we entered West Virginia with our Commercial Auto product, bringing the total number of states in which we write commercial auto business to 48. We do not currently write Commercial Auto in Massachusetts and Hawaii, but are in discussion with the Massachusetts Department of Insurance for possible entry for Commercial Auto in late 2006 or early 2007. Retention lengthened slightly in all Commercial Auto tiers since the end of the first quarter 2006 and the year ended 2005, and is up slightly in most tiers from the end of the second quarter last year. We will continue to seek opportunities to market our products and identify ways to differentiate our offerings from those of our competitors, including, but not limited to, coverages, distribution channel and claims handling.

Since the Commercial Auto policies have higher limits (up to $1 million) than Personal Lines auto, we analyze the large loss trends and reserving in more detail to allow us to react quickly to changes in this exposure. Commercial Auto’s expense ratio decreased 1.3 points and 1.2 points, as compared to the second quarter and first six months last year, respectively, primarily due to lower advertising costs in 2006, reflecting the significant expenditures associated with the branding of Commercial Auto under Drive Insurance from Progressive during 2005 and lower employee gainsharing expenses, as well as increased involuntary market assessments incurred in 2005.

Other-Indemnity

Progressive’s other-indemnity businesses, which represent less than 1% of our year-to-date net premiums earned, primarily include writing professional liability insurance for community banks and our run-off businesses. The underwriting profit (loss) in these businesses may fluctuate widely due to the insignificant premium volume and the run-off nature of some of these products.

Service Businesses

Our service businesses include providing insurance-related services. Our principal service business is providing policy issuance and claims adjusting services for the Commercial Auto Insurance Procedures/Plans (CAIP), which are state-supervised plans serving the involuntary market. These service businesses represent less than 1% of our year-to-date revenues. The significant decrease in revenues reflects the cyclical downturn in the involuntary commercial auto market. Expenses are increasing, despite the reduction in revenues, primarily due to the costs associated with our Total Loss Concierge program, through which we find and offer policyholders and claimants the choice of a replacement vehicle, rather than just payment, upon the total loss of their automobile.

Income Taxes

Progressive’s income tax position, which includes both deferred taxes and income taxes payable, was a net asset at June 30, 2006 and December 31, 2005 compared to a net liability at June 30, 2005. The net asset balance at June 30, 2006 and December 31, 2005, reflected an increase in our net deferred tax asset from June 30, 2005. In addition, the net asset balance at December 31, 2005, reflects estimated payments in excess of our actual current liability for 2005 due to lower fourth quarter 2005 income.

Investments

Portfolio Allocation

The composition of the investment portfolio at June 30 was:

										Gross								% of
						Gross				Unrealized				Market				Total				Duration
(millions)		Cost				Unrealized Gains				Losses				Value				Portfolio				(Years)				Rating1
2006
Fixed maturities		$	10,574.9			$	26.2			$	(214.2	)		$	10,386.9				70.8	%			3.7			AA+
Preferred stocks			1,462.0				13.6				(24.8	)			1,450.8				9.9				1.7				A-
Short-term investments:
Auction rate municipal obligations			—				—				—				—				—				—				—
Auction rate preferred stocks			164.0				.2				—				164.2				1.1				<1			AA-
Other short-term investments2			556.1				—				—				556.1				3.8				<1				A+
Total short-term investments			720.1				.2				—				720.3				4.9				<1				A+
Total fixed income			12,757.0				40.0				(239.0	)			12,558.0				85.6				3.3			AA
Common equities			1,441.4				683.6				(15.2	)			2,109.8				14.4			na				na
Total portfolio3, 4		$	14,198.4			$	723.6			$	(254.2	)		$	14,667.8				100.0	%			3.3			AA
2005
Fixed maturities		$	8,566.6			$	120.5			$	(49.1	)		$	8,638.0				61.7	%			3.0			AA+
Preferred stocks			1,146.7				19.1				(12.3	)			1,153.5				8.3				2.2				A-
Short-term investments:
Auction rate municipal obligations			540.6				—				—				540.6				3.9				<1			AAA-
Auction rate preferred stocks			340.2				.7				—				340.9				2.4				<1				A+
Other short-term investments2			1,385.2				—				—				1,385.2				9.9				<1			AA+
Total short-term investments			2,266.0				.7				—				2,266.7				16.2				<1			AA+
Total fixed income			11,979.3				140.3				(61.4	)			12,058.2				86.2				2.4			AA
Common equities			1,402.2				542.8				(8.5	)			1,936.5				13.8			na				na
Total portfolio3, 4		$	13,381.5			$	683.1			$	(69.9	)		$	13,994.7				100.0	%			2.4			AA