PROGRESSIVE CORP/OH/ — Major Shareholding Notification 2006

Sep 11, 2006

SC 13G/A 1 a06-19406_1sc13ga.htm AMENDMENT

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
Washington,
D.C. 20549	Expires: February 28, 2009
SCHEDULE 13G	Estimated average burden hours per response. . 11

*Under the Securities Exchange Act of 1934 (Amendment No. 11)**

*The Progressive Corporation*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*743315103*

(CUSIP Number)

*08/31/2006*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x	Rule 13d-1(b)
o	Rule 13d-1(c)
o	Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP No. 743315103 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) The TCW Group, Inc., on behalf of the TCW Business Unit | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Nevada corporation | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power -0- |
| | 6. | Shared Voting Power 48,937,489 |
| | 7. | Sole Dispositive Power -0- |
| | 8. | Shared Dispositive Power 54,733,407 |
| 9. | Aggregate Amount Beneficially
Owned by Each Reporting Person 54,733,407 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row (9) 7.1%(see response to Item 4) | |
| 12. | Type of Reporting Person
(See Instructions) HC/CO | |

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Item 1.	(a)	Name of Issuer The Progressive Corporation
	(b)	Address of Issuer’s
Principal Executive Offices 6300 Wilson Mills Road Mayfield Village, OH 44143
Item 2.
	(a)	Name of Person Filing The TCW Group, Inc., on behalf of the TCW Business Unit
	(b)	Address of Principal
Business Office or, if none, Residence 865 South Figueroa Street Los Angeles, CA 90017
	(c)	Citizenship (Nevada Corporation)
	(d)	Title of Class of
Securities Common Stock
	(e)	CUSIP Number 743315103
Item 3.	If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
	(a)	o	Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8).
	(e)	o	An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	x	A parent holding company
or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
	(i)	o	A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with
§240.13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. o

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Item 4.	Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
	The TCW Group, Inc., on
behalf of the Business Unit ***
	(a)	Amount beneficially
owned: 54,733,407
	(b)	Percent of class: 7.1%
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or to
direct the vote none.
		(ii)	Shared power to vote or to
direct the vote 48,937,489
		(iii)	Sole power to dispose or
to direct the disposition of none.
		(iv)	Shared power to dispose or
to direct the disposition of 54,733,407
Item 5.	Ownership of Five Percent
or Less of a Class
	If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following o .
Item 6.	Ownership of More than
Five Percent on Behalf of Another Person
	Various persons other than as described in Item 4
have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Stock of The Progressive
Corporation.
Item 7.	Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person
	See Exhibit A.
Item 8.	Identification and
Classification of Members of the Group
	Not applicable. See Exhibit
A.
Item 9.	Notice of Dissolution of
Group
	Not applicable.
Item 10.	Certification
	Because this statement is filed pursuant to Rule 13d 1(b), the
following certification is included: By signing below I certify
that, to the best of my knowledge and belief, the securities referred to
above were acquired in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.

** The filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Schedule 13G. In addition, the filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934.

*** See Exhibit A

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*SIGNATURE*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| Dated this 8th day of
September, 2006. | |
| --- | --- |
| The TCW Group, Inc., on behalf of the | |
| TCW Business Unit | |
| By: | /s/ Linda D. Barker |
| | Linda D. Barker |
| | Authorized Signatory |

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EXHIBIT A

RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY

*PART A: TCW Entities*

Parent Holding Company :

The TCW Group, Inc.

Relevant Subsidiaries that are persons described in Rule 13d-1(b) :

(i) Trust Company of the West, a California corporation and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934.

(ii) TCW Asset Management Company, a California corporation and an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940.

(iii) TCW Investment Management Company, a California corporation and an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940.

This Schedule 13G is being filed by the TCW Group, Inc., a Nevada corporation (“TCW”), on behalf of itself and its direct and indirect subsidiaries, which collectively constitute The TCW Group, Inc. business unit (the “TCW Business Unit” or the “Reporting Person”). The TCW Business Unit is primarily engaged in the provision of investment management services.

As of July 6, 2001, the ultimate parent company of TCW is Société Générale, S.A., a corporation formed under the laws of France (“SG”). The principal business of SG is acting as a holding company for a global financial services group, which includes certain distinct specialized business units that are independently operated, including the TCW Business Unit.

SG, for purpose of the federal securities laws, may be deemed ultimately to control TCW and the TCW Business Unit. SG, its executive officers and directors, and its direct and indirect subsidiaries (including all business units except the TCW Business Unit), may beneficially own shares of the securities of the issuer to which this schedule relates (the “Shares”) and such shares are not reported in this statement. In accordance with Securities and Exchange Commission (“SEC”) Release No. 34-39538 (January 12, 1998), and due to the separate management and independent operation of its business units, SG disclaims beneficial ownership of Shares beneficially owned by the Reporting Person. The Reporting Person disclaims beneficial ownership of Shares beneficially owned by SG and any of SG's other business units.

A- 1

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