PROGRESSIVE CORP/OH/ — Interim / Quarterly Report 2003

Jul 22, 2003

10-Q/A 1 l02097ae10vqza.htm THE PROGRESSIVE CORPORATION 10-Q/AMENDED The Progressive Corporation 10-Q/Amended PAGEBREAK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

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

For the quarterly period ended March 31, 2003

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	1-9518

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 [ ü ] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ü ] 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: 217,660,740 outstanding at April 30, 2003

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This Form 10-Q/A amends the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, as filed on May 12, 2003. The sole purpose of this amendment is to correct Exhibit 12, Computation of Ratio of Earnings to Fixed Charges. The original Form 10-Q exhibit erroneously used the Registrant’s net income (i.e. income after income taxes) on the line item “Income before income taxes.” The attached Exhibit 12 has been revised to reflect the actual “Income before income taxes,” and as a result of this revision, the Registrant’s ratio of earnings to fixed charges has also been corrected.

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.

Date: July 22, 2003	BY:	THE PROGRESSIVE CORPORATION (Registrant) — /s/ W. Thomas Forrester W. Thomas Forrester Vice President and Chief Financial Officer

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CERTIFICATION

I, Glenn M. Renwick, certify that:

| 1. | I have reviewed this quarterly report on Form 10-Q/A of The Progressive
Corporation; |
| --- | --- |
| 2. | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report; |
| 3. | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report; |
| 4. | The registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have: |

| a) | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared; |
| --- | --- |
| b) | evaluated the effectiveness of the registrant’s disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the “Evaluation Date”); and |
| c) | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date; |

1. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

| a) | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant’s
ability to record, process, summarize and report financial data and
have identified for the registrant’s auditors any material weaknesses
in internal controls; and |
| --- | --- |
| b) | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant’s
internal controls; and |

1. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: July 22, 2003 /s/ Glenn M. Renwick Glenn M. Renwick President and Chief Executive Officer

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CERTIFICATION

I, W. Thomas Forrester, certify that:

| 1. | I have reviewed this quarterly report on Form 10-Q/A of The Progressive
Corporation; |
| --- | --- |
| 2. | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report; |
| 3. | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report; |
| 4. | The registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have: |

| a) | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared; |
| --- | --- |
| b) | evaluated the effectiveness of the registrant’s disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the “Evaluation Date”); and |
| c) | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date; |

1. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

| a) | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant’s
ability to record, process, summarize and report financial data and
have identified for the registrant’s auditors any material weaknesses
in internal controls; and |
| --- | --- |
| b) | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant’s
internal controls; and |

1. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: July 22, 2003 /s/ W. Thomas Forrester W. Thomas Forrester Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No. — Under	Form 10-Q			If Incorporated by — Reference, Documents with
Reg. S-K,	Exhibit			Which Exhibit was
Item 601	Number		Description of Exhibit	Previously Filed with SEC
(12)	12		Computation of Ratio
of Earnings to Fixed
Charges	Contained in Exhibit Binder
(99)	99	(A)	Certification of the
Principal Executive
Officer, Glenn M.
Renwick, of The
Progressive
Corporation, pursuant
to Section 906 of the
Sarbanes-Oxley Act of
2002	Contained in Exhibit Binder
(99)	99	(B)	Certification of the
Principal Financial
Officer, W. Thomas
Forrester, of The
Progressive
Corporation, pursuant
to Section 906 of the
Sarbanes-Oxley Act of
2002	Contained in Exhibit Binder

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