FWP

Term Sheet dated April 22, 2014

 

Filed Pursuant to Rule 433

Registration No. 333-195418

 

LOGO

The Progressive Corporation

$350,000,000

4.35% SENIOR NOTES DUE 2044

 

Issuer:    The Progressive Corporation
Format:    SEC Registered
Securities:    4.35% Senior Notes Due 2044
Expected Ratings (Moody’s / S&P / Fitch)*:    A1 / A+ / A (stable/stable/stable)
Security Type:    Senior Unsecured Fixed Rate Notes
Trade Date:    April 22, 2014
Settlement Date:    April 25, 2014 (T+3)
Maturity Date:    April 25, 2044
Principal Amount:    $350,000,000
Price to Public:    99.684% of principal amount
Gross Underwriting Discount:    0.75%
Proceeds to Issuer Before Expenses:    $346,269,000
Spread to Treasury Benchmark:    87.5 basis points
Treasury Benchmark:    3.75% due November 15, 2043
Treasury Benchmark Yield:    3.494%
Coupon:    4.35%
Yield to Maturity:    4.369%
Interest Payment Dates:    Semi-annually on April 25 and October 25, commencing on October 25, 2014
Optional Redemption:    Make whole call as set forth in the preliminary prospectus supplement (Treasury Rate plus 15 basis points).
Denominations:    Minimum of $2,000, with increments of $1,000 thereafter
CUSIP / ISIN:    743315 AP8 / US743315AP89
Sole Bookrunner:    Goldman, Sachs & Co.

*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.

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. toll free at 1-866-471-2526.

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