Filed Pursuant to Rule 433
Registration No. 333-259667
Term Sheet dated May 22, 2023
The Progressive Corporation
$500,000,000
4.95% SENIOR NOTES DUE 2033
| Issuer: | The Progressive Corporation | |
| Format: | SEC Registered | |
| Securities: | 4.95% Senior Notes Due 2033 (the “Notes”) | |
| Expected Ratings (Moody’s / S&P / Fitch)*: | A2 / A / A (stable/stable/stable) | |
| Security Type: | Senior Unsecured Fixed Rate Notes | |
| Trade Date: | May 22, 2023 | |
| Settlement Date**: | May 25, 2023 (T+3) | |
| Maturity Date: | June 15, 2033 | |
| Principal Amount: | $500,000,000 | |
| Treasury Benchmark: | 3.375% due May 15, 2033 | |
| Treasury Benchmark Yield: | 3.707% | |
| Spread to Treasury Benchmark: | 125 basis points | |
| Yield to Maturity: | 4.957% | |
| Price to Public: | 99.941% of the principal amount of the Notes, plus accrued interest, if any, from and including May 25, 2023, if settlement occurs after that date | |
| Coupon: | 4.95% per annum | |
| Gross Underwriting Discount: | 0.450% | |
| Proceeds to Issuer Before Expenses: | $497,455,000 | |
| Interest Payment Dates: | Semi-annually on June 15 and December 15, commencing on December 15, 2023 | |
| Optional Redemption: | If prior to March 15, 2033, make whole call as set forth in the preliminary prospectus supplement (Treasury Rate plus 20 basis points). If on or after March 15, 2033, par call as set forth in the preliminary prospectus supplement. | |
| Denominations: | Minimum of $2,000, with increments of $1,000 thereafter | |
| CUSIP; ISIN: | 743315 BB8 / US743315BB84 | |
| Joint Bookrunners: | Goldman Sachs & Co. LLC J.P. Morgan Securities LLC | |
| Co-Managers: | Academy Securities, Inc. PNC Capital Markets LLC | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** | Note: Under Rule 15c6-1 of the Securities and Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their notes before the second business day prior to the date of settlement will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors. |
The issuer has filed a registration statement, including a prospectus and preliminary prospectus supplement, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request by calling Goldman Sachs & Co. LLC toll free at 1-866-471-2526, or J.P. Morgan Securities LLC collect at 1-212-834-4533.
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