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 September 30, 2018 and December 31, 2017 are shown in the following tables. Where applicable, 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. September 30, 2018 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 $ — $ 125,072 $ — $ 125,072 U.S. Government-sponsored enterprise obligations — 35,882 — 35,882 State and municipal bonds — 310,188 — 310,188 Corporate debt, multiple observable inputs 2,367 1,229,540 — 1,231,907 Corporate debt, limited observable inputs — — 9,405 9,405 Residential mortgage-backed securities — 187,460 — 187,460 Agency commercial mortgage-backed securities — 13,544 — 13,544 Other commercial mortgage-backed securities — 31,411 — 31,411 Other asset-backed securities — 180,307 7,159 187,466 Fixed maturities, trading Corporate debt — 32,782 — 32,782 Equity investments Financial 77,159 — — 77,159 Utilities/Energy 59,460 — — 59,460 Consumer oriented 58,478 — — 58,478 Industrial 50,776 — — 50,776 Bond funds 211,513 — — 211,513 All other 45,966 — — 45,966 Short-term investments 171,061 33,512 — 204,573 Other investments — 32,862 6 32,868 Other assets — 2,852 — 2,852 Total assets categorized within the fair value hierarchy $ 676,780 $ 2,215,412 $ 16,570 2,908,762 Assets carried at NAV, which approximates fair value and which are not categorized within the fair value hierarchy, reported as a part of: Equity investments 20,416 Investment in unconsolidated subsidiaries 287,575 Total assets at fair value $ 3,216,753 December 31, 2017 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 $ — $ 133,627 $ — $ 133,627 U.S. Government-sponsored enterprise obligations — 20,956 — 20,956 State and municipal bonds — 632,243 — 632,243 Corporate debt, multiple observable inputs 2,371 1,151,084 — 1,153,455 Corporate debt, limited observable inputs — — 13,703 13,703 Residential mortgage-backed securities — 196,789 1,055 197,844 Agency commercial mortgage-backed securities — 10,742 — 10,742 Other commercial mortgage-backed securities — 15,961 — 15,961 Other asset-backed securities — 97,780 3,931 101,711 Equity investments Financial 76,051 — — 76,051 Utilities/Energy 54,388 — — 54,388 Consumer oriented 54,529 — — 54,529 Industrial 53,936 — — 53,936 Bond funds 156,563 — — 156,563 All other 75,142 — — 75,142 Short-term investments 404,204 27,922 — 432,126 Other investments 607 31,155 409 32,171 Other assets — 1,731 — 1,731 Total assets categorized within the fair value hierarchy $ 877,791 $ 2,319,990 $ 19,098 3,216,879 Assets carried at NAV, which approximates fair value and which are not categorized within the fair value hierarchy, reported as a part of: Investment in unconsolidated subsidiaries 210,759 Other investments 20,130 Total assets at fair value $ 3,447,768 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. Any value that did not appear reasonable was discussed with the service that provided the value and adjusted, if necessary. There were no material changes to the values supplied by the pricing services during the three and nine months ended September 30, 2018 and 2017 . 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, 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 to permit assessment of the reliability of the quotes; unreliable quotes were not considered in quoted averages. Residential and commercial mortgage-backed 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 consider collateral type. Short-term investments were securities maturing within one year, carried at fair value which approximated the cost of the securities due to their short-term nature. Other investments consisted primarily 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. Other assets consisted of an interest rate cap derivative instrument, which is discussed in Note 9 , valued using a model which considers the volatilities from other instruments with similar maturities, strike prices, durations and forward yield curves. Level 3 Valuations Below is a summary description of the valuation methodologies used as well as quantitative information regarding securities in the Level 3 category, by security type: Level 3 Valuation Methodologies Corporate debt, 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 September 30, 2018 , 79% of the securities were rated and the average rating was BBB+ . At December 31, 2017 , 84% of the securities were rated and the average rating was BBB+ . Residential mortgage-backed and 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. 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 September 30, 2018 , 60% of the securities were rated and the average rating was AAA . At December 31, 2017 , 21% of the securities were rated and the average rating was AAA . Other investments consisted of convertible securities for which limited observable inputs were available at September 30, 2018 and December 31, 2017 . 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 thousands) September 30, 2018 December 31, 2017 Valuation Technique Unobservable Input Range Assets: Corporate debt, limited observable inputs $9,405 $13,703 Market Comparable Comparability Adjustment 0% - 5% (2.5%) Discounted Cash Flows Comparability Adjustment 0% - 5% (2.5%) Residential mortgage-backed and other asset-backed securities $7,159 $4,986 Market Comparable Comparability Adjustment 0% - 5% (2.5%) Discounted Cash Flows Comparability Adjustment 0% - 5% (2.5%) Other investments $6 $409 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. September 30, 2018 Level 3 Fair Value Measurements – Assets (In thousands) Corporate Debt Asset-backed Securities Other investments Total Balance June 30, 2018 $ 8,380 $ 9,420 $ 5 $ 17,805 Total gains (losses) realized and unrealized: Included in earnings, as a part of: Net investment income (37 ) 1 — (36 ) Net realized investment gains (losses) — — 1 1 Included in other comprehensive income (12 ) 15 — 3 Purchases 2,000 — — 2,000 Sales (926 ) — — (926 ) Transfers in — — — — Transfers out — (2,277 ) — (2,277 ) Balance September 30, 2018 $ 9,405 $ 7,159 $ 6 $ 16,570 Change in unrealized gains (losses) included in earnings for the above period for Level 3 assets held at period-end $ — $ — $ — $ — September 30, 2018 Level 3 Fair Value Measurements – Assets (In thousands) Corporate Debt Asset-backed Securities Other investments Total Balance December 31, 2017 $ 13,703 $ 4,986 $ 409 $ 19,098 Total gains (losses) realized and unrealized: Included in earnings, as a part of: Net investment income (111 ) 2 — (109 ) Net realized investment gains (losses) (8 ) — (37 ) (45 ) Included in other comprehensive income (140 ) (126 ) — (266 ) Purchases 8,005 16,678 — 24,683 Sales (5,475 ) (185 ) (366 ) (6,026 ) Transfers in 2,627 — — 2,627 Transfers out (9,196 ) (14,196 ) — (23,392 ) Balance September 30, 2018 $ 9,405 $ 7,159 $ 6 $ 16,570 Change in unrealized gains (losses) included in earnings for the above period for Level 3 assets held at period-end $ — $ — $ — $ — September 30, 2017 Level 3 Fair Value Measurements – Assets (In thousands) Corporate Debt Asset-backed Securities Other investments Total Balance June 30, 2017 $ 17,849 $ 3,005 $ 5 $ 20,859 Total gains (losses) realized and unrealized: Included in earnings, as a part of: Net investment income (52 ) — — (52 ) Included in other comprehensive income (18 ) (45 ) — (63 ) Purchases 1 580 — 581 Sales (858 ) — — (858 ) Transfers in 989 — 423 1,412 Transfers out (2,948 ) — — (2,948 ) Balance September 30, 2017 $ 14,963 $ 3,540 $ 428 $ 18,931 Change in unrealized gains (losses) included in earnings for the above period for Level 3 assets held at period-end $ — $ — $ — $ — September 30, 2017 Level 3 Fair Value Measurements – Assets (In thousands) Corporate Debt Asset-backed Securities Other investments Total Balance December 31, 2016 $ 14,810 $ 3,007 $ 3 $ 17,820 Total gains (losses) realized and unrealized: Included in earnings, as a part of: Net investment income (125 ) — — (125 ) Net realized investment gains (losses) 13 — (124 ) (111 ) Included in other comprehensive income (296 ) (47 ) 140 (203 ) Purchases 11,890 580 — 12,470 Sales (4,418 ) — (912 ) (5,330 ) Transfers in 999 — 1,321 2,320 Transfers out (7,910 ) — — (7,910 ) Balance September 30, 2017 $ 14,963 $ 3,540 $ 428 $ 18,931 Change in unrealized gains (losses) included in earnings for the above period for Level 3 assets held at period-end $ — $ — $ — $ — Transfers Transfers shown in the preceding Level 3 tables were as of the end of the quarter in which the transfer occurred. All transfers were to or from Level 2. All transfers during the three and nine months ended September 30, 2018 and 2017 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 At September 30, 2018 and December 31, 2017 , certain LP s/ LLC s and investment funds measure fund assets at fair value on a recurring basis and provide a NAV for ProAssurance's interest. The carrying value of these interests is based on the NAV provided and was considered to approximate the fair value of the interests. For investment in unconsolidated subsidiaries, ProAssurance recognizes any changes in the NAV of its interests in equity in earnings (loss) of unconsolidated subsidiaries during the period of change. In accordance with GAAP , the fair value of these investments was not classified within the fair value hierarchy. The amount of ProAssurance's unfunded commitments related to these investments as of September 30, 2018 and fair values of these investments as of September 30, 2018 and December 31, 2017 was as follows: Unfunded Fair Value (In thousands) September 30, September 30, December 31, Equity investments: Mortgage fund (1)* None $ 20,416 $ — Investment in unconsolidated subsidiaries: Private debt funds (2) $19,918 23,736 42,206 Long equity fund (3) None 6,899 7,847 Long/short equity funds (4) None 27,927 31,352 Non-public equity funds (5) $73,795 113,669 100,062 Multi-strategy fund of funds (6) None 9,447 9,100 Credit funds (7) $8,916 29,485 6,561 Long/short commodities fund (8) None 13,686 13,025 Strategy focused funds (9) $29,693 62,726 606 287,575 210,759 Other investments: Mortgage fund (1)* See above — 20,130 Total investments carried at NAV $ 307,991 $ 230,889 * In the first quarter of 2018, ProAssurance began presenting this investment previously reported as a part of other investments as a part of equity investments on the Condensed Consolidated Balance Sheet. Prior year amounts have not been reclassified. Below is additional information regarding each of the investments listed in the table above as of September 30, 2018 . (1) This investment fund is focused on the structured mortgage market. The fund will primarily invest in U.S. Agency mortgage-backed securities. Redemptions are allowed at the end of any calendar quarter with a prior notice requirement of 65 days and are paid within 45 days at the end of the redemption dealing day. (2) The investment is comprised of interests in three 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 two do 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 three to eight years. (3) The fund is a 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. (4) The investment is 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 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 . (5) The investment is comprised of interests in multiple unrelated LP funds, each structured to provide capital appreciation through diversified investments in private equity, which can include investments in buyout, venture capital, debt including senior, second lien and mezzanine, distressed debt and other private equity-oriented LP s. Two of the LP s allow redemption by terms set forth in the LP agreements; 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 nine years. (6) This fund is a 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 offers to repurchase units of the LLC may be extended periodically. (7) The investment is comprised of three unrelated LP funds. Two funds seek to obtain superior risk-adjusted absolute returns through a diversified portfolio of debt securities, including bonds, loans and other asset-backed instruments. The remaining fund seeks event driven opportunities across the corporate credit spectrum. Two funds are allowed redemptions at any quarter-end with a prior notice requirement of 90 days ; one fund permits redemption at any quarter-end with a prior notice requirement of 180 days . (8) This fund is a LLC invested across a broad range of commodities and focuses primarily on market neutral, relative value strategies, seeking to generate absolute returns with low correlation to broad commodity, equity and fixed income markets. Following an initial one-year lock-up period, redemptions are allowed with a prior notice requirement of 30 days and are payable within 30 days . (9) The investment is comprised of multiple unrelated LP s/ LLC s funds. One fund is a LLC focused on investing in North American consumer products companies, comprised of equity and equity-related securities, as well as debt instruments. Redemptions are not permitted. Another fund is a LP focused on North American energy infrastructure assets that allows redemption with consent of the General Partner. The remaining funds are real estate focused LP s, one of which allows for redemption with prior notice. ProAssurance may not sell, transfer or assign its interest in any of the above LP s/ LLC s without special consent from the LP s/ LLC s. Nonrecurring Fair Value Measurement At September 30, 2018 , ProAssurance did no t have any assets or liabilities that were measured at fair value on a nonrecurring basis. At December 31, 2017 , ProAssurance held an equity method early stage business investment measured at fair value on a nonrecurring basis due to a recognized OTTI of $8.5 million . The investment was valued using significant unobservable inputs (Level 3) and had a fair value of $1.2 million at December 31, 2017 . The fair value of the investment was measured as ProAssurance's ownership percentage in the projected earnings and cash flows expected to be generated by the investment. 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 primarily fall within the Level 3 fair value category. September 30, 2018 December 31, 2017 (In thousands) Carrying Fair Carrying Fair Financial assets: BOLI $ 63,638 $ 63,638 $ 62,113 $ 62,113 Other investments $ 2,930 $ 2,930 $ 58,546 $ 69,095 Other assets $ 38,405 $ 38,219 $ 34,020 $ 33,742 Financial liabilities: Senior notes due 2023* $ 250,000 $ 260,630 $ 250,000 $ 273,153 Revolving Credit Agreement* $ — $ — $ 123,000 $ 123,000 Mortgage loans* $ 39,413 $ 39,413 $ 40,460 $ 40,460 Other liabilities $ 23,186 $ 23,186 $ 21,154 $ 21,154 * Carrying value excludes debt issuance costs. 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 FHLB common stock carried at cost and an annuity investment carried at amortized cost. Two of ProAssurance's insurance subsidiaries are members of an FHLB . The estimated fair value of the FHLB common stock was based on the amount the subsidiaries would receive if their memberships were canceled, as the memberships 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. The fair value of the funded deferred compensation assets was based upon quoted market prices, which is categorized as a Level 1 valuation, and had a fair value of $23.2 million and $20.2 million at September 30, 2018 and December 31, 2017 , respectively. The deferred compensation liabilities are adjusted to match the fair value of the deferred compensation assets. Other assets also included a secured note receivable and unsecured note receivable under two separate line of credit agreements. Fair value of these notes receivable was based on the present value of expected cash flows from the notes receivable, discounted at market rates on the valuation date for receivables with similar credit standings and similar payment structures. The fair value of the 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. |