Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On December 9, 2019, John A. Barbagallo notified The Progressive Corporation (the "Company") that he has decided to retire in January 2021. Mr. Barbagallo has served as President of the Company's Commercial Lines business unit for over 12 years and is one of its named executive officers. This announcement allows lead time for the Company to conduct a search for Mr. Barbagallo's replacement and to assist with the orderly transition of duties to his successor.

Item 7.01 Regulation FD Disclosure.



On December 11, 2019, the Company issued a news release containing:
•      financial results for the Company and its consolidated subsidiaries for
       the month of, and year-to-date period ended, November 2019;


•      an announcement of the Board of Directors' declaration of the Company's
       quarterly common share dividend, in the amount of $0.10 per share, and an
       annual common share dividend, in the amount of $2.25 per share. Both are
       payable on January 15, 2020 to shareholders of record on January 8, 2020;
       and


•      an announcement of the Board of Directors' setting the record date of the
       determination of shareholders entitled to notice of, and to vote at, the
       Annual Meeting of Shareholders.


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.

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