8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 17, 2006

THE PROGRESSIVE CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	1-9518	34-0963169
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification
incorporation)		No.)

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

Registrant’s telephone number, including area code 440-461-5000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99 News Release

Item 7.01 Regulation FD Disclosure

On May 17, 2006, The Progressive Corporation issued a news release containing financial results for the company and its subsidiaries for the month of, and year-to-date period ended, April 2006. A copy of the news release is attached hereto as Exhibit 99.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

See exhibit index on page 4.

-2-

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 hereunto duly authorized.

Date: May 17, 2006

THE PROGRESSIVE CORPORATION
By:	/s/ Jeffrey W. Basch
Name: Jeffrey W. Basch
Title: Vice President and
	Chief Accounting Officer

-3-

EXHIBIT INDEX

Exhibit No. Under			Form 8-K Exhibit
Reg. S-K Item 601			No.		Description
	(99	)		99	News release dated May 17, 2006, containing financial results of The Progressive Corporation and its subsidiaries for the month of, and year-to-date period ended, April 2006

-4-

EX-99

Exhibit 99

NEWS
RELEASE

The Progressive Corporation	Company Contact:
6300 Wilson Mills Road	Thomas A. King
Mayfield Village, Ohio 44143	(440)395-2260
http://www.progressive.com

FOR IMMEDIATE RELEASE

MAYFIELD VILLAGE, OHIO — May 17, 2006 — The Progressive Corporation today reported the following results for April 2006:

	April		April
(millions, except per share amounts and ratios)	2006		2005		Change
Net premiums written	$	1,489.8	$	1,430.4		4	%
Net premiums earned		1,369.7		1,321.7		4	%
Net income		159.6		147.6		8	%
Per share – pre-split		.81		.74		10	%
Per share – post-split(1)		.20		.18		10	%
Combined ratio		85.9		85.3	.6 pts.

⁽¹⁾ Effective May 18, 2006; see the Monthly Commentary at the end of this release for additional discussion.

See the “Income Statements” for further month and year-to-date information and the Monthly Commentary at the end of this release for additional discussion .

     The Company offers insurance to personal and commercial auto drivers throughout the United States. The Company’s Personal Lines business units write insurance for private passenger automobiles and recreational vehicles. The Company’s Commercial Auto business unit writes primary liability, physical damage and other auto-related insurance for automobiles and trucks owned by small businesses. See “Supplemental Information” for month and year-to-date results.

-1-

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
INCOME STATEMENT
April 2006
(millions – except per share amounts)
(unaudited)

	Current
	Month		Comments on Monthly Results1
Direct premiums written	$	1,521.9
Net premiums written	$	1,489.8
Revenues:
Net premiums earned	$	1,369.7
Investment income		49.0
Net realized gains (losses) on securities		4.0
Service revenues		3.0
Total revenues		1,425.7
Expenses:
Losses and loss adjustment expenses		905.6	Includes $26.1 million, or 1.9 combined ratio points, of catastrophic losses related to April storms.
Policy acquisition costs		141.3
Other underwriting expenses		129.9
Investment expenses		1.4
Service expenses		2.3
Interest expense		6.7
Total expenses		1,187.2
Income before income taxes		238.5
Provision for income taxes		78.9
Net income	$	159.6
COMPUTATION OF EARNINGS PER SHARE			Amounts reported on a pre-split basis; see the Monthly Commentary at the end of this release for pro forma amounts.
Basic:
Average shares outstanding		194.2
Per share	$	.82
Diluted:
Average shares outstanding		194.2
Net effect of dilutive stock-based compensation		2.5
Total equivalent shares		196.7
Per share	$	.81

¹ See the Monthly Commentary at the end of this release for additional discussion. For a description of the Company’s reporting and accounting policies, see Note 1 to the Company’s 2005 audited consolidated financial statements included in the Company’s 2005 Shareholders’ Report, which can be found at www.progressive.com/annualreport.

The following table sets forth the investment results for the month:

Fully taxable equivalent total return:
Fixed-income securities	.2	%
Common stocks	1.4	%
Total portfolio	.4	%
Pretax recurring investment book yield	4.2	%

-2-

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
INCOME STATEMENTS
April 2006 Year-to-Date
(millions – except per share amounts)
(unaudited)

	Year-to-Date
	2006		2005		% Change
Direct premiums written	$	5,265.0	$	5,146.0		2
Net premiums written	$	5,166.5	$	5,035.2		3
Revenues:
Net premiums earned	$	4,870.2	$	4,671.7		4
Investment income		200.5		160.2		25
Net realized gains (losses) on securities		4.5		3.9		15
Service revenues		11.4		15.2		(25	)
Total revenues		5,086.6		4,851.0		5
Expenses:
Losses and loss adjustment expenses		3,188.4		3,024.8		5
Policy acquisition costs		503.4		496.7		1
Other underwriting expenses		468.6		454.2		3
Investment expenses		3.9		3.9		—
Service expenses		9.1		7.6		20
Interest expense		27.2		27.7		(2	)
Total expenses		4,200.6		4,014.9		5
Income before income taxes		886.0		836.1		6
Provision for income taxes		289.8		275.8		5
Net income	$	596.2	$	560.3		6
COMPUTATION OF EARNINGS PER SHARE
Basic:
Average shares outstanding		195.0		198.7		(2	)
Per share	$	3.06	$	2.82		8
Diluted:
Average shares outstanding		195.0		198.7		(2	)
Net effect of dilutive stock-based compensation		2.6		2.9		(10	)
Total equivalent shares		197.6		201.6		(2	)
Per share	$	3.02	$	2.78		9

The following table sets forth the investment results for the year-to-date period:

	2006			2005
Fully taxable equivalent total return:
Fixed-income securities		.6	%		.9	%
Common stocks		6.2	%		(3.3	)%
Total portfolio		1.4	%		.4	%
Pretax recurring investment book yield		4.4	%		3.8	%

-3-

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
April 2006
($ in millions)
(unaudited)

Current Month
										Commercial
	Personal Lines									Auto			Other		Companywide
	Drive			Direct			Total			Business			Businesses1		Total
Net Premiums Written	$	829.2		$	442.2		$	1,271.4		$	215.4		$	3.0	$	1,489.8
% Growth in NPW		1	%		7	%		3	%		13	%	NM			4	%
Net Premiums Earned	$	771.5		$	419.3		$	1,190.8		$	176.7		$	2.2	$	1,369.7
% Growth in NPE		—	%		8	%		2	%		14	%	NM			4	%
GAAP Ratios
Loss/LAE ratio		68.0			67.3			67.7			56.0		NM			66.1
Expense ratio		19.9			19.7			19.9			19.3		NM			19.8
Combined ratio		87.9			87.0			87.6			75.3		NM			85.9
Actuarial Adjustments2
Reserve Decrease/(Increase)
Prior accident years															$	21.0
Current accident year																2.1
Calendar year actuarial adjustment	$	13.1		$	6.3		$	19.4		$	3.7		$	—	$	23.1
Prior Accident Years Development
Favorable/(Unfavorable)
Actuarial adjustment															$	21.0
All other development																6.9
Total development															$	27.9
Calendar year loss/LAE ratio																66.1
Accident year loss/LAE ratio																68.1
Statutory Ratios
Loss/LAE ratio																66.2
Expense ratio																19.0
Combined ratio																85.2

	NM = Not Meaningful
1	Primarily includes professional liability insurance for community banks and the Company’s run-off businesses. The other businesses generated an underwriting profit of $1.5 million for the month.
2	Represents adjustments solely based on the Company’s corporate actuarial review.

-4-

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
April 2006 Year-to-Date
($ in millions)
(unaudited)

Year-to-Date
										Commercial
	Personal Lines									Auto			Other		Companywide
	Drive			Direct			Total			Business			Businesses1		Total
Net Premiums Written	$	2,861.5		$	1,583.6		$	4,445.1		$	711.7		$	9.7	$	5,166.5
% Growth in NPW		(2	)%		6	%		1	%		14	%	NM			3	%
Net Premiums Earned	$	2,755.5		$	1,486.3		$	4,241.8		$	619.5		$	8.9	$	4,870.2
% Growth in NPE		—	%		9	%		3	%		12	%	NM			4	%
GAAP Ratios
Loss/LAE ratio		66.3			66.1			66.2			60.6		NM			65.5
Expense ratio		20.2			19.9			20.1			19.1		NM			19.9
Combined ratio		86.5			86.0			86.3			79.7		NM			85.4
Actuarial Adjustments2
Reserve Decrease/(Increase)
Prior accident years															$	69.4
Current accident year																9.4
Calendar year actuarial adjustment	$	44.3		$	20.3		$	64.6		$	14.0		$	.2	$	78.8
Prior Accident Years Development
Favorable/(Unfavorable)
Actuarial adjustment															$	69.4
All other development																62.2
Total development															$	131.6
Calendar year loss/LAE ratio																65.5
Accident year loss/LAE ratio																68.2
Statutory Ratios
Loss/LAE ratio																65.5
Expense ratio																19.4
Combined ratio																84.9
Statutory Surplus															$	5,343.2

NM = Not Meaningful

Policies in Force	April		April
(in thousands)	2006		2005		Change
Drive – Auto		4,563		4,460		2	%
Direct – Auto		2,400		2,233		7	%
Special Lines3		2,784		2,502		11	%
Total Personal Lines		9,747		9,195		6	%
Commercial Auto Business		491		443		11	%

1	The other businesses generated an underwriting profit of $4.0 million.
2	Represents adjustments solely based on the Company’s corporate actuarial review.
3	Includes insurance for motorcycles, recreational vehicles, mobile homes, watercraft, snowmobiles and similar items.

-5-

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
BALANCE SHEET AND OTHER INFORMATION
(millions– except per share amounts)
(unaudited)

	April
	2006
CONDENSED GAAP BALANCE SHEET:1
Investments – Available-for-sale, at market:
Fixed maturities (amortized cost: $10,770.7)	$	10,607.7
Equity securities:
Preferred stocks (cost: $1,312.0)		1,309.9
Common equities (cost: $1,427.9)		2,157.5
Short-term investments (amortized cost: $2,886.9)		2,887.5
Total investments2		16,962.6
Net premiums receivable		2,692.3
Deferred acquisition costs		475.3
Other assets		1,668.8
Total assets	$	21,799.0
Unearned premiums	$	4,631.0
Loss and loss adjustment expense reserves		5,661.5
Other liabilities2		3,794.0
Debt		1,285.1
Shareholders’ equity		6,427.4
Total liabilities and shareholders’ equity	$	21,799.0
Common Shares outstanding		195.6
Shares repurchased – April		.7
Average cost per share	$	107.17
Book value per share	$	32.86
Trailing 12-month return on average shareholders’ equity		24.2	%
Net unrealized pre-tax gains on investments	$	565.1
Increase (decrease) from March 2006	$	(.1	)
Increase (decrease) from December 2005	$	(35.0	)
Debt to total capital ratio		16.7	%
Fixed-income portfolio duration	3.1 Years
Weighted average credit quality	AA
Year-to-date Gainshare factor		1.46

1	Pursuant to SFAS 113, “Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts,” loss and loss adjustment expense reserves are stated gross of reinsurance recoverables on unpaid losses of $340.4 million.
2	Amounts include net unsettled security acquisitions, including repurchase commitments, of $2,467.6 million.

-6-

Monthly Commentary

• On April 21, 2006, the Board of Directors approved a 4-for-1 stock split of our Common Shares to be effected in the form of a stock dividend payable May 18, 2006, to shareholders of record on May 8, 2006; we will not split our treasury shares. The accompanying financial statements have not been restated to reflect the split since it is not yet effective. Information on a pro forma basis, reflecting the effect of this split for the month and year-to-date periods, is as follows:

	April		Year-to-Date
	2006		2006		2005
Net income	$	159.6	$	596.2	$	560.3
COMPUTATION OF EARNINGS PER SHARE
Basic:
Average shares outstanding		776.6		780.1		794.8
Per share	$	.21	$	.76	$	.70
Diluted:
Average shares outstanding		776.6		780.1		794.8
Net effect of dilutive stock-based compensation		10.0		10.3		11.7
Total equivalent shares		786.6		790.4		806.5
Per share	$	.20	$	.75	$	.69

• As previously announced, we are disclosing our year-to-date Gainshare factor on page 6 of this release for informational purposes only. Beginning in 2007, we expect to use the Gainshare factor in determination of an annual dividend payment for that year. Investors should be aware that the Gainshare factor can vary from 0.0 to 2.0 in any given year, and that the factor will change during the course of the year as growth and profitability change in our principal business units. For additional information on our variable dividend policy, see the annual Letter to Shareholders, which is attached as Exhibit 99(A) to our Annual Report on Form 10-K for the year ended December 31, 2005, and our discussion of “Financial Condition” in Management’s Discussion and Analysis of Financial Condition and Results of Operations from our 2005 Annual Report to Shareholders, which is attached as Exhibit 13 to the Form 10-K.

The Progressive Group of Insurance Companies, in business since 1937, ranks third in the nation for auto insurance based on premiums written and provides drivers with competitive rates and 24/7, in-person and online service. The products and services of the Progressive Direct Group of Insurance Companies are marketed directly to consumers by phone at 1-800-PROGRESSIVE and online at www.progressivedirect.com through the Progressive Direct^SM brand. The Drive Group of Progressive Insurance Companies offers insurance through more than 30,000 independent insurance agencies that market their products and services through the Drive^® Insurance from Progressive brand. For more information about Drive Insurance, go to www.driveinsurance.com. The Common Shares of The Progressive Corporation, the Mayfield Village, Ohio-based holding company, are publicly traded at NYSE:PGR. More information, including a guide to interpreting the monthly reporting package, can be found at www.progressive.com.

-7-

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this release that are not historical fact are forward-looking statements that are subject to certain risks and uncertainties that could cause actual events and results to differ materially from those discussed herein. These risks and uncertainties include, without limitation, uncertainties related to estimates, assumptions and projections generally; inflation and changes in economic conditions (including changes in interest rates and financial markets); the accuracy and adequacy of the Company’s pricing and loss reserving methodologies; pricing competition and other initiatives by competitors; the Company’s ability to obtain regulatory approval for requested rate changes and the timing thereof; the effectiveness of the Company’s advertising campaigns; legislative and regulatory developments; disputes relating to intellectual property rights; the outcome of litigation pending or that may be filed against the Company; weather conditions (including the severity and frequency of storms, hurricanes, snowfalls, hail and winter conditions); changes in driving patterns and loss trends; acts of war and terrorist activities; the Company’s ability to maintain the uninterrupted operation of its facilities, systems (including information technology systems) and business functions; court decisions and trends in litigation and health care and auto repair costs; and other matters described from time to time by the Company in releases and publications, and in periodic reports and other documents filed with the United States Securities and Exchange Commission. In addition, investors should be aware that generally accepted accounting principles prescribe when a company may reserve for particular risks, including litigation exposures. Accordingly, results for a given reporting period could be significantly affected if and when a reserve is established for one or more contingencies. Reported results, therefore, may appear to be volatile in certain accounting periods.

-8-