Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three level hierarchy has been established for valuing assets and liabilities based on how transparent (observable) the inputs are that are used to determine fair value, with the inputs considered most observable categorized as Level 1 and those that are the least observable categorized as Level 3. Hierarchy levels are defined as follows: Level 1: quoted (unadjusted) market prices in active markets for identical assets and liabilities. For ProAssurance, Level 1 inputs are generally quotes for debt or equity securities actively traded in exchange or over-the-counter markets. Level 2: market data obtained from sources independent of the reporting entity (observable inputs). For ProAssurance, Level 2 inputs generally include quoted prices in markets that are not active, quoted prices for similar assets or liabilities, and results from pricing models that use observable inputs such as interest rates and yield curves that are generally available at commonly quoted intervals. Level 3: the reporting entity's own assumptions about market participant assumptions based on the best information available in the circumstances (non-observable inputs). For ProAssurance, Level 3 inputs are used in situations where little or no Level 1 or 2 inputs are available or are inappropriate given the particular circumstances. Level 3 inputs include results from pricing models for which some or all of the inputs are not observable, discounted cash flow methodologies, single non-binding broker quotes and adjustments to externally quoted prices that are based on management judgment or estimation. Fair values of assets measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 are shown in the following tables. The tables also indicate the fair value hierarchy of the valuation techniques utilized to determine those fair values. For some assets, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When this is the case, the asset is categorized based on the level of the most significant input to the fair value measurement. Assessments of the significance of a particular input to the fair value measurement require judgment and consideration of factors specific to the assets being valued. June 30, 2015 Fair Value Measurements Using Total (In thousands) Level 1 Level 2 Level 3 Fair Value Assets: Fixed maturities, available for sale U.S. Treasury obligations $ — $ 99,506 $ — $ 99,506 U.S. Government-sponsored enterprise obligations — 29,735 — 29,735 State and municipal bonds — 1,003,611 — 1,003,611 Corporate debt, multiple observable inputs 2,262 1,396,416 — 1,398,678 Corporate debt, limited observable inputs: Other corporate debt, NRSRO ratings available — — 7,927 7,927 Other corporate debt, NRSRO ratings not available — — 541 541 Residential mortgage-backed securities — 267,273 — 267,273 Agency commercial mortgage-backed securities — 11,348 — 11,348 Other commercial mortgage-backed securities — 45,617 — 45,617 Other asset-backed securities — 98,340 4,777 103,117 Equity securities Financial 71,102 — — 71,102 Utilities/Energy 38,219 — — 38,219 Consumer oriented 48,270 — 76 48,346 Industrial 40,846 — — 40,846 Bond funds 79,419 — — 79,419 All other 16,391 13,003 — 29,394 Short-term investments 141,496 2,855 — 144,351 Other investments 3,346 27,294 960 31,600 Total assets categorized within the fair value hierarchy $ 441,351 $ 2,994,998 $ 14,281 $ 3,450,630 LP/LLC interests carried at NAV which approximates fair value. These interests, reported as a part of Investment in unconsolidated subsidiaries, are not categorized within the fair value hierarchy. 149,083 Total assets at fair value $ 3,599,713 December 31, 2014 Fair Value Measurements Using Total (In thousands) Level 1 Level 2 Level 3 Fair Value Assets: Fixed maturities, available for sale U.S. Treasury obligations $ — $ 166,512 $ — $ 166,512 U.S. Government-sponsored enterprise obligations — 39,563 — 39,563 State and municipal bonds — 1,057,590 5,025 1,062,615 Corporate debt, multiple observable inputs — 1,404,020 — 1,404,020 Corporate debt, limited observable inputs: Other corporate debt, NRSRO ratings available — — 10,474 10,474 Other corporate debt, NRSRO ratings not available — — 2,607 2,607 Residential mortgage-backed securities — 276,056 — 276,056 Agency commercial mortgage-backed securities — 15,493 — 15,493 Other commercial mortgage-backed securities — 51,063 — 51,063 Other asset-backed securities — 111,855 4,769 116,624 Equity securities Financial 79,341 — — 79,341 Utilities/Energy 25,629 — — 25,629 Consumer oriented 65,670 — — 65,670 Industrial 55,460 — — 55,460 Bond funds 55,196 — — 55,196 All other 33,186 — — 33,186 Short-term investments 131,199 60 — 131,259 Other investments 6,050 22,908 — 28,958 Total assets categorized within the fair value hierarchy $ 451,731 $ 3,145,120 $ 22,875 $ 3,619,726 LP/LLC interests carried at NAV which approximates fair value. These interests, reported as a part of Investment in unconsolidated subsidiaries, are not categorized within the fair value hierarchy. 133,250 Total assets at fair value $ 3,752,976 The fair values for securities included in the Level 2 category, with the few exceptions described below, were developed by one of several third party, nationally recognized pricing services, including services that price only certain types of securities. Each service uses complex methodologies to determine values for securities and subject the values they develop to quality control reviews. Management selected a primary source for each type of security in the portfolio and reviewed the values provided for reasonableness by comparing data to alternate pricing services and to available market and trade data. Values that appeared inconsistent were further reviewed for appropriateness. If a value did not appear reasonable, the valuation was discussed with the service that provided the value and would have been adjusted, if necessary. No such adjustments were necessary in 2015 or 2014 . Level 2 Valuations Below is a summary description of the valuation methodologies primarily used by the pricing services for securities in the Level 2 category, by security type: U.S. Treasury obligations were valued based on quoted prices for identical assets, or, in markets that are not active, quotes for similar assets, taking into consideration adjustments for variations in contractual cash flows and yields to maturity. U.S. Government-sponsored enterprise obligations were valued using pricing models that consider current and historical market data, normal trading conventions, credit ratings, and the particular structure and characteristics of the security being valued, such as yield to maturity, redemption options, and contractual cash flows. Adjustments to model inputs or model results were included in the valuation process when necessary to reflect recent regulatory, government or corporate actions or significant economic, industry or geographic events affecting the security’s fair value. State and municipal bonds were valued using a series of matrices that considered credit ratings, the structure of the security, the sector in which the security falls, yields, and contractual cash flows. Valuations were further adjusted, when necessary, to reflect the expected effect on fair value of recent significant economic or geographic events or ratings changes. Corporate debt with multiple observable inputs consisted primarily of corporate bonds, but also included a small number of bank loans. The methodology used to value Level 2 corporate bonds was the same as the methodology previously described for U.S. Government-sponsored enterprise obligations. Bank loans were valued based on an average of broker quotes for the loans in question, if available. If quotes were not available, the loans were valued based on quoted prices for comparable loans or, if the loan was newly issued, by comparison to similar seasoned issues. Broker quotes were compared to actual trade prices on a regular basis to permit assessment of the reliability of the quotes; unreliable quotes were not considered in quoted averages. Residential and commercial mortgage backed securities . Agency pass-through securities were valued using a pricing matrix which considers the issuer type, coupon rate and longest cash flows outstanding. The matrix used was based on the most recently available market information. Agency and non-agency collateralized mortgage obligations were both valued using models that consider the structure of the security, current and historical information regarding prepayment speeds, ratings and ratings updates, and current and historical interest rate and interest rate spread data. Other asset-backed securities were valued using models that consider the structure of the security, monthly payment information, current and historical information regarding prepayment speeds, ratings and ratings updates, and current and historical interest rate and interest rate spread data. Spreads and prepayment speeds considered collateral type. Equity securities were securities not traded on an exchange on the valuation date. The securities were valued using the most recently available quotes for the securities. Short-term investments are securities maturing within one year, carried at cost which approximated the fair value of the security due to the short term to maturity. Other investments consisted of convertible bonds valued using a pricing model that incorporated selected dealer quotes as well as current market data regarding equity prices and risk free rates. If dealer quotes were unavailable for the security being valued, quotes for securities with similar terms and credit status were used in the pricing model. Dealer quotes selected for use were those considered most accurate based on parameters such as underwriter status and historical reliability. Level 3 Valuations Below is a summary description of the valuation processes and methodologies used as well as quantitative information regarding securities in the Level 3 category. Level 3 Valuation Processes • Level 3 securities are priced by the Chief Investment Officer. • Level 3 valuations are computed quarterly. Prices are evaluated quarterly against prior period prices and the expected change in price. • The securities noted in the disclosure are primarily NRSRO rated debt instruments for which comparable market inputs are commonly available for evaluating the securities in question. Valuation of these debt instruments is not overly sensitive to changes in the unobservable inputs used. Level 3 Valuation Methodologies State and municipal bonds consisted of auction rate municipal bonds valued internally using either published quotes for similar securities or values produced by discounted cash flow models using yields currently available on fixed rate securities with a similar term and collateral, adjusted to consider the effect of a floating rate and a premium for illiquidity. Corporate debt with limited observable inputs consisted of corporate bonds valued using dealer quotes for similar securities or discounted cash flow models using yields currently available for similar securities. Similar securities are defined as securities of comparable credit quality that have like terms and payment features. Assessments of credit quality were based on NRSRO ratings, if available, or were subjectively determined by management if not available. At June 30, 2015 , 94% of the securities were rated; the average rating was A- . Other asset-backed securities consisted of securitizations of receivables valued using dealer quotes for similar securities or discounted cash flow models using yields currently available for similar securities. Equity securities and Other investments consisted of common stock and convertible securities for which limited observable inputs were available at June 30, 2015 . The securities were valued internally based on expected cash flows, including the expected final recovery, discounted at a yield that considered the lack of liquidity and the financial status of the issuer. Quantitative Information Regarding Level 3 Valuations Fair Value at (In millions) June 30, 2015 December 31, 2014 Valuation Technique Unobservable Input Range Assets: State and municipal bonds $— $5.0 Market Comparable Comparability Adjustment 0% - 10% (5%) Discounted Cash Flows Comparability Adjustment 0% - 10% (5%) Corporate debt with limited observable inputs $8.5 $13.1 Market Comparable Comparability Adjustment 0% - 5% (2.5%) Discounted Cash Flows Comparability Adjustment 0% - 5% (2.5%) Other asset-backed securities $4.8 $4.8 Market Comparable Comparability Adjustment 0% - 5% (2.5%) Discounted Cash Flows Comparability Adjustment 0% - 5% (2.5%) Equity securities and Other investments $1.1 $— Discounted Cash Flows Comparability Adjustment 0% - 10% (5%) The significant unobservable inputs used in the fair value measurement of the above listed securities were the valuations of comparable securities with similar issuers, credit quality and maturity. Changes in the availability of comparable securities could result in changes in the fair value measurements. Fair Value Measurements - Level 3 Assets The following tables (the Level 3 Tables) present summary information regarding changes in the fair value of assets measured at fair value using Level 3 inputs. June 30, 2015 Level 3 Fair Value Measurements – Assets (In thousands) U.S. Government-sponsored Enterprise Obligations State and Municipal Bonds Corporate Debt Asset-backed Securities Equity Securities and Other Investments Total Balance March 30, 2015 $ — $ 5,025 $ 9,977 $ 4,788 $ — $ 19,790 Total gains (losses) realized and unrealized: Included in earnings, as a part of: Net investment income — — — — — — Net realized investment gains (losses) — — — — — — Included in other comprehensive income — (459 ) 21 (11 ) (80 ) (529 ) Purchases — — — — 1,116 1,116 Sales — — (536 ) — — (536 ) Transfers in — — — — — — Transfers out — (4,566 ) (994 ) — — (5,560 ) Balance June 30, 2015 $ — $ — $ 8,468 $ 4,777 $ 1,036 $ 14,281 Change in unrealized gains (losses) included in earnings for the above period for Level 3 assets held at period-end $ — $ — $ — $ — $ — $ — June 30, 2015 Level 3 Fair Value Measurements – Assets (In thousands) U.S. Government-sponsored Enterprise Obligations State and Municipal Bonds Corporate Debt Asset-backed Securities Equity Securities and Other Investments Total Balance December 31, 2014 $ — $ 5,025 $ 13,081 $ 4,769 $ — $ 22,875 Total gains (losses) realized and unrealized: Included in earnings, as a part of: Net investment income — — 17 — — 17 Net realized investment gains (losses) — — 2 — — 2 Included in other comprehensive income — (459 ) (262 ) 8 (80 ) (793 ) Purchases — — 1,515 — 1,116 2,631 Sales — — (836 ) — — (836 ) Transfers in — — — — — — Transfers out — (4,566 ) (5,049 ) — — (9,615 ) Balance June 30, 2015 $ — $ — $ 8,468 $ 4,777 $ 1,036 $ 14,281 Change in unrealized gains (losses) included in earnings for the above period for Level 3 assets held at period-end $ — $ — $ — $ — $ — $ — June 30, 2014 Level 3 Fair Value Measurements – Assets (In thousands) U.S. Government-sponsored Enterprise Obligations State and Municipal Bonds Corporate Debt Asset-backed Securities Equity Securities and Other Investments Total Balance March 30, 2014 $ 999 $ 7,490 $ 12,381 $ 7,226 $ — $ 28,096 Total gains (losses) realized and unrealized: Included in earnings, as a part of: Net investment income — (4 ) 16 — — 12 Net realized investment gains (losses) — — — — — — Included in other comprehensive income 2 (26 ) (2 ) 25 — (1 ) Purchases — — 2,499 1,175 — 3,674 Sales — — (350 ) (61 ) — (411 ) Transfers in — 1,549 — — — 1,549 Transfers out (1,001 ) (1,861 ) — (2,405 ) — (5,267 ) Balance June 30, 2014 $ — $ 7,148 $ 14,544 $ 5,960 $ — $ 27,652 Change in unrealized gains (losses) included in earnings for the above period for Level 3 assets held at period-end $ — $ — $ — $ — $ — $ — June 30, 2014 Level 3 Fair Value Measurements – Assets (In thousands) U.S. Government-sponsored Enterprise Obligations State and Municipal Bonds Corporate Debt Asset-backed Securities Equity Securities and Other Investments Total Balance December 31, 2013 $ — $ 7,338 $ 14,176 $ 6,814 $ — $ 28,328 Total gains (losses) realized and unrealized: Included in earnings, as a part of: Net investment income — (6 ) 32 — — 26 Net realized investment gains (losses) — (95 ) 3 — — (92 ) Included in other comprehensive income 1 42 667 69 — 779 Purchases 1,000 1,861 2,499 3,340 — 8,700 Sales — (257 ) (808 ) (61 ) — (1,126 ) Transfers in — 2,119 — 305 — 2,424 Transfers out (1,001 ) (3,854 ) (2,025 ) (4,507 ) — (11,387 ) Balance June 30, 2014 $ — $ 7,148 $ 14,544 $ 5,960 $ — $ 27,652 Change in unrealized gains (losses) included in earnings for the above period for Level 3 assets held at period-end $ — $ — $ — $ — $ — $ — Transfers There were no transfers between the Level 1 and Level 2 categories during the three and six months ended June 30, 2015 or 2014 . Transfers shown in the preceding Level 3 tables were as of the end of the period and were to or from Level 2. All transfers during the three and six months ended June 30, 2015 and June 30, 2014 related to securities held for which the level of market activity for identical or nearly identical securities varies from period to period. The securities were valued using multiple observable inputs when those inputs were available; otherwise the securities were valued using limited observable inputs. Fair Values Not Categorized Investments in unconsolidated subsidiaries at both June 30, 2015 and December 31, 2014 included interests in investment fund LP s/ LLC s that measure fund assets at fair value on a recurring basis and that provide a NAV for the interest. The carrying value of these interests is based on the NAV provided, and was considered to approximate the fair value of the interests. In accordance with GAAP , the fair value of these investments was not classified within the fair value hierarchy. Additional information regarding these investments is as follows: Unfunded Fair Value (In thousands) June 30, June 30, December 31, Investments in LPs/LLCs: Private debt funds (1) $25,946 $ 38,812 $ 37,296 Long equity fund (2) None 7,058 6,747 Long/short equity funds (3) None 25,356 25,301 Non-public equity funds (4) $53,356 65,374 51,811 Multi-strategy fund of funds (5) None 8,534 8,271 Structured credit fund (6) None 3,949 3,824 $ 149,083 $ 133,250 (1) Comprised of interests in two unrelated LP funds that are structured to provide interest distributions primarily through diversified portfolios of private debt instruments. One LP allows redemption by special consent; the other does not permit redemption. Income and capital are to be periodically distributed at the discretion of the LP s over an anticipated time frame that spans from 3 to 8 years. (2) The fund is an LP that holds long equities of public international companies. Redemptions are allowed at the end of any calendar month with a prior notice requirement of 15 days and are paid within 10 days of the end of the calendar month of the redemption request. (3) Comprised of interests in multiple unrelated LP funds. The funds hold primarily long and short North American equities, and target absolute returns using strategies designed to take advantage of event-driven market opportunities. The funds generally permit quarterly or semi-annual capital redemptions subject to notice requirements of 30 to 90 days. For some funds, redemptions above specified thresholds (lowest threshold is 90% ) may be only partially payable until after a fund audit is completed and are then payable within 30 days. (4) Comprised of interests in three unrelated LP funds, each structured to provide capital appreciation through diversified investments in private equity, which can include investments in buyout, venture capital, mezzanine debt, distressed debt and other private equity-oriented LP s. One LP allows redemption by special consent; the others do not permit redemption. Income and capital are to be periodically distributed at the discretion of the LP over time frames that are anticipated to span up to 9 years. (5) This fund is an LLC structured to build and manage low volatility, multi-manager portfolios that have little or no correlation to the broader fixed income and equity security markets. Redemptions are not permitted but the LLC Board is permitted discretion to periodically extend offers to repurchase units of the LLC . (6) This fund is an LP seeking to obtain superior risk-adjusted absolute returns by acquiring and actively managing a diversified portfolio of debt securities, including bonds, loans and other asset-backed instruments. Redemptions are allowed at any quarter-end with a prior notice requirement of 90 days . ProAssurance may not sell, transfer or assign its interest in any of the above LP s/ LLC s without special consent from the LP / LLC . Financial Instruments - Methodologies Other Than Fair Value The following table provides the estimated fair value of our financial instruments that, in accordance with GAAP for the type of investment, are measured using a methodology other than fair value. All fair values provided fall within the Level 3 fair value category. June 30, 2015 December 31, 2014 (In thousands) Carrying Fair Carrying Fair Financial assets: BOLI $ 56,090 $ 56,090 $ 56,381 $ 56,381 Other investments $ 59,510 $ 56,672 $ 57,099 $ 57,994 Other assets $ 23,079 $ 23,052 $ 22,440 $ 22,399 Financial liabilities: Senior notes due 2023 $ 250,000 $ 267,853 $ 250,000 $ 276,503 Revolving credit agreement $ 100,000 $ 100,000 $ — $ — Other liabilities $ 15,259 $ 15,253 $ 14,656 $ 14,645 The fair value of the BOLI was equal to the cash surrender value associated with the policies on the valuation date. Other investments listed in the table above include interests in certain investment fund LP s/ LLC s accounted for using the cost method, investments in FHLB common stock carried at cost, and an annuity investment carried at amortized cost. The estimated fair value of the LP / LLC interests was based on the equity value of the interest provided by the LP / LLC managers for the most recent quarter, which approximates the fair value of the interest. The estimated fair value of the FHLB common stock was based on the amount ProAssurance would receive if its membership were canceled, as the membership cannot be sold. The fair value of the annuity represents the present value of the expected future cash flows discounted using a rate available in active markets for similarly structured instruments. Other assets and Other liabilities primarily consisted of related investment assets and liabilities associated with funded deferred compensation agreements. Fair values of the funded deferred compensation assets and liabilities were based on the NAV s provided by the underlying funds. Other assets also included a secured note receivable and an unsecured receivable under a revolving credit agreement. Fair value of these receivables was based on the present value of expected cash flows from the receivables, discounted at market rates on the valuation date for receivables with similar credit standings and similar payment structures. Other liabilities also included certain contractual liabilities related to prior business combinations. The fair values of the business combination liabilities were based on the present value of the expected future cash outflows, discounted at ProAssurance’s assumed incremental borrowing rate on the valuation date for unsecured liabilities with similar repayment structures. The fair value of the long-term debt was estimated based on the present value of expected future cash outflows, discounted at rates available on the valuation date for similar debt issued by entities with a similar credit standing to ProAssurance. |