v3.24.3
Fair Value Measurement
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
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 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, 2024 and December 31, 2023 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. For more information on the valuation methodologies used regarding securities in the Level 2 and Level 3 categories, see Note 2 of the Notes to Consolidated Financial Statements in ProAssurance’s December 31, 2023 report on Form 10-K.
September 30, 2024
Fair Value Measurements UsingTotal
(In thousands)Level 1Level 2Level 3Fair Value
Assets:
Fixed maturities, available-for-sale
U.S. Treasury obligations$— $251,301 $— $251,301 
U.S. Government-sponsored enterprise obligations— 16,024 — 16,024 
State and municipal bonds— 467,779 — 467,779 
Corporate debt, multiple observable inputs— 1,695,612 — 1,695,612 
Corporate debt, limited observable inputs— — 74,808 74,808 
Residential mortgage-backed securities— 493,095 1,000 494,095 
Agency commercial mortgage-backed securities— 7,251 — 7,251 
Other commercial mortgage-backed securities— 200,389 — 200,389 
Other asset-backed securities— 477,149 1,724 478,873 
Fixed maturities, trading— 51,774 — 51,774 
Equity investments
Financial10,001 2,323 278 12,602 
Utilities/Energy788 — — 788 
Industrial— — 4,211 4,211 
Bond funds104,919 — — 104,919 
All other12,173 — — 12,173 
Short-term investments161,003 69,572 — 230,575 
Other investments— 1,584 500 2,084 
Other assets— 788 — 788 
Total assets categorized within the fair value hierarchy$288,884 $3,734,641 $82,521 4,106,046 
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 subsidiaries238,159 
Total assets at fair value$4,344,205 
Liabilities:
Other liabilities$1,610 $— $— $1,610 
Total liabilities categorized within the fair value hierarchy$1,610 $— $— $1,610 
December 31, 2023
Fair Value Measurements UsingTotal
(In thousands)Level 1Level 2Level 3Fair Value
Assets:
Fixed maturities, available-for-sale
U.S. Treasury obligations$— $243,525 $— $243,525 
U.S. Government-sponsored enterprise obligations— 18,724 — 18,724 
State and municipal bonds— 454,381 — 454,381 
Corporate debt, multiple observable inputs— 1,668,197 — 1,668,197 
Corporate debt, limited observable inputs— — 82,377 82,377 
Residential mortgage-backed securities— 429,883 254 430,137 
Agency commercial mortgage-backed securities— 8,387 — 8,387 
Other commercial mortgage-backed securities— 188,464 1,010 189,474 
Other asset-backed securities— 395,245 3,150 398,395 
Fixed maturities, trading— 48,324 — 48,324 
Equity investments
Financial9,464 2,287 291 12,042 
Utilities/Energy1,256 — — 1,256 
Industrial— — 4,946 4,946 
Bond funds114,901 — — 114,901 
All other18,150 — — 18,150 
Short-term investments163,499 72,286 — 235,785 
Other investments— 57,478 5,126 62,604 
Other assets— 3,876 — 3,876 
Total assets categorized within the fair value hierarchy$307,270 $3,591,057 $97,154 3,995,481 
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 subsidiaries245,455 
Total assets at fair value$4,240,936 
Liabilities:
Other liabilities$4,030 $— $6,500 $10,530 
Total liabilities categorized within the fair value hierarchy$4,030 $— $6,500 $10,530 
Level 3 Valuations
See Note 2 of the Notes to Consolidated Financial Statements in ProAssurance’s December 31, 2023 report on Form 10-K for a summary description of the valuation methodologies used regarding securities in the Level 3 category, by security type.
Quantitative Information Regarding Level 3 Valuations
Below is quantitative information regarding securities in the Level 3 category, by security type:
Fair Value at
($ in thousands)September 30, 2024December 31, 2023Valuation TechniqueUnobservable InputRange
(Weighted Average)
Assets:
Corporate debt, limited observable inputs$74,808$82,377Market Comparable
Securities		Comparability Adjustment
0% - 5% (2.5%)
Discounted Cash FlowsComparability Adjustment
0% - 5% (2.5%)
Residential mortgage-backed, other commercial mortgage-backed and other asset-backed securities$2,724$4,414Market Comparable
Securities		Comparability Adjustment
0% - 5% (2.5%)
Discounted Cash FlowsComparability Adjustment
0% - 5% (2.5%)
Equity investments$4,489$5,237Discounted Cash FlowsComparability Adjustment
0% - 10% (5%)
Other investments$500$5,126Discounted Cash FlowsComparability Adjustment
0% - 10% (5%)
Liabilities:
Other liabilities$—$6,500Stochastic Model/Discounted Cash FlowsWeighted Average Cost of Capital
0% - 10% (8%)
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 & Liabilities
The following tables present summary information regarding changes in the fair value of assets and liabilities measured using Level 3 inputs.
 September 30, 2024
 Level 3 Fair Value Measurements
Assets
(In thousands)Corporate DebtAsset-backed SecuritiesEquity InvestmentsOther Investments
Total Assets
Balance, June 30, 2024
$66,951 $724 $4,238 $500 $72,413 
Total gains (losses) realized and unrealized:
Included in earnings, as a part of:
Net investment income (loss)— 2 — — 2 
Net investment gains (losses)— — (68)— (68)
Included in other comprehensive income (loss)95 — — — 95 
Purchases5,133 1,998 319 — 7,450 
Sales(958)— — — (958)
Transfers in3,587 — — — 3,587 
Transfers out— — — — — 
Balance, September 30, 2024
$74,808 $2,724 $4,489 $500 $82,521 
Change in unrealized gains (losses) included in earnings for the above period for Level 3 assets held at period-end$— $— $(68)$— $(68)
 September 30, 2024
 Level 3 Fair Value Measurements
AssetsLiabilities
(In thousands)Corporate DebtAsset-backed SecuritiesEquity InvestmentsOther InvestmentsTotal AssetsOther LiabilitiesTotal Liabilities
Balance, December 31, 2023$82,377 $4,414 $5,237 $5,126 $97,154 $(6,500)$(6,500)
Total gains (losses) realized and unrealized:
Included in earnings, as a part of:
Net investment income (loss)— 2 — — 2 — — 
Net investment gains (losses)— — (1,067)98 (969)6,500 6,500 
Included in other comprehensive income (loss)(49)(22)— — (71)— — 
Purchases11,901 3,198 319 — 15,418 — — 
Sales(2,497)(217)— (252)(2,966)— — 
Transfers in3,587 — — — 3,587 — — 
Transfers out(20,511)(4,651)— (4,472)(29,634)— — 
Balance, September 30, 2024$74,808 $2,724 $4,489 $500 $82,521 $— $— 
Change in unrealized gains (losses) included in earnings for the above period for Level 3 assets and liabilities held at period-end$— $— $(1,067)$88 $(979)$— $— 
 September 30, 2023
 Level 3 Fair Value Measurements
AssetsLiabilities
(In thousands)Corporate DebtAsset-backed SecuritiesEquity InvestmentsOther Investments
Total Assets
Other LiabilitiesTotal Liabilities
Balance, June 30, 2023
$67,394 $1,229 $5,234 $500 $74,357 $(11,000)$(11,000)
Total gains (losses) realized and unrealized:
Included in earnings, as a part of:
Net investment gains (losses)199 — (1)(152)46 1,500 1,500 
Included in other comprehensive income (loss)(818)(15)— — (833)— — 
Purchases1,236 — — 2,040 3,276 — — 
Sales(1,188)(2)— — (1,190)— 
Transfers out(863)— — — (863)— — 
Balance, September 30, 2023
$65,960 $1,212 $5,233 $2,388 $74,793 $(9,500)$(9,500)
Change in unrealized gains (losses) included in earnings for the above period for Level 3 assets and liabilities held at period-end$— $— $(1)$(152)$(153)$— $— 
 September 30, 2023
 Level 3 Fair Value Measurements
AssetsLiabilities
(In thousands)Corporate DebtAsset-backed SecuritiesEquity InvestmentsOther InvestmentsTotal AssetsOther LiabilitiesTotal Liabilities
Balance, December 31, 2022$63,973 $2,954 $2,803 $1,783 $71,513 $(15,000)$(15,000)
Total gains (losses) realized and unrealized:
Included in earnings, as a part of:
Net investment income (loss)(23)— — — (23)— — 
Net investment gains (losses)212 — (741)(152)(681)4,500 4,500 
Operating expense
— — — — — 1,000 1,000 
Included in other comprehensive income (loss)(751)11 — — (740)— — 
Purchases11,642 1,863 3,171 2,040 18,716 — — 
Sales(5,215)(398)— — (5,613)— — 
Transfers in11,220 1,779 — — 12,999 — — 
Transfers out(15,098)(4,997)— (1,283)(21,378)— — 
Balance, September 30, 2023$65,960 $1,212 $5,233 $2,388 $74,793 $(9,500)$(9,500)
Change in unrealized gains (losses) included in earnings for the above period for Level 3 assets and liabilities held at period-end$— $— $(741)$(152)$(893)$— $— 

Transfers
Transfers shown in the preceding Level 3 tables were as of the end of the period in which the transfer occurred. All transfers were to or from Level 2.
All transfers in and out of Level 3 during the three and nine months ended September 30, 2024 and 2023 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, 2024 and December 31, 2023, certain LPs/LLCs 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 contractual commitments related to these investments as of September 30, 2024 and fair values of these investments as of September 30, 2024 and December 31, 2023 were as follows:
 Unfunded
Contractual Commitments		Fair Value
(In thousands)September 30,
2024		September 30,
2024		December 31,
2023
Investment in unconsolidated subsidiaries:
Private debt funds (1)
$4,455$15,259 $19,886 
Long/short equity funds (2)
None4,151 4,497 
Non-public equity funds (3)
$32,129112,675 111,251 
Credit funds (4)
$29,61448,283 55,740 
Strategy focused funds (5)
$49,42757,791 54,081 
Total investments carried at NAV$238,159 $245,455 
Below is additional information regarding each of the investments listed in the table above as of September 30, 2024.
(1)This investment is 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, while the other does not permit redemption. Income and capital are to be periodically distributed at the discretion of the LPs over an anticipated time frame that spans from three to eight years.
(2)This investment is comprised of one LP fund, which holds long and short publicly traded securities that will passively generate income. Redemptions are permitted with 30 days written notice if outside of a lock-up period.
(3)This 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, collateralized loan obligations and other private equity-oriented LPs. Two of the LPs 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 ten years.
(4)This investment is comprised of multiple 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 funds focus on private middle market company mezzanine and senior secured loans, opportunities across the credit spectrum, mortgage backed-loans, as well as various types of loan-backed investments. One fund allows redemptions at any quarter-end with prior notice requirements of 180 days, while two other funds allow for redemptions with consent of the General Partner. The remaining funds do not allow redemptions. For the funds that do not allow redemptions, income and capital are to be periodically distributed at the discretion of the LP over time frames throughout the remaining life of the funds.
(5)This investment is comprised of multiple unrelated LPs/LLCs funds. One fund is an LLC focused on investing in North American consumer products companies, comprised of equity and equity-related securities, as well as debt instruments. A second fund is focused on aircraft investments, along with components and assets related to aircrafts. A third fund is an LLC focused on acquiring ownership stakes in insurance agencies. For all three funds, redemptions are not permitted. The remaining funds are real estate focused LPs, two of which allow for redemption with prior notice.
ProAssurance may not sell, transfer or assign its interest in any of the above LPs/LLCs without special consent from the LPs/LLCs.
Nonrecurring Fair Value Measurement
During the third quarter of 2023, ProAssurance recognized a nonrecurring fair value measurement related to the goodwill in its Specialty P&C reporting unit with a carrying value of $44.1 million prior to the fair value measurement. This nonrecurring fair value measurement resulted in the goodwill being written down to its implied fair value of zero resulting in an impairment of goodwill of $44.1 million. The inputs used in the fair value measurement were non-observable and, as such, were categorized as a Level 3 valuation. ProAssurance did not have any other assets or liabilities that were measured at fair value on a nonrecurring basis at September 30, 2024 or December 31, 2023.
Financial Instruments - Methodologies Other Than Fair Value
The following table provides the estimated fair value of the Company's financial instruments that, in accordance with GAAP for the type of investment, are measured using a methodology other than fair value. Fair values provided primarily fall within the Level 3 fair value category.
 September 30, 2024December 31, 2023
(In thousands)Carrying
Value		Fair
Value		Carrying
Value		Fair
Value
Financial assets:
BOLI$80,292 $80,292 $78,205 $78,205 
Other investments$4,076 $4,076 $3,215 $3,215 
Other assets$35,070 $35,070 $33,231 $33,221 
Financial liabilities:
Revolving Credit Agreement*$125,000 $125,000 $125,000 $125,000 
Term Loan*
$121,875 $121,875 $125,000 $125,000 
Contribution Certificates$180,834 $159,059 $179,387 $149,782 
Other liabilities$34,051 $34,051 $32,043 $32,043 
* Carrying value excludes unamortized 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 $34.4 million and $32.3 million at September 30, 2024 and December 31, 2023, respectively. Other assets also included an unsecured note receivable. The fair value of the note receivable was based on the present value of expected cash flows from the note receivable, discounted at market rates on the valuation date for receivables with similar credit standings and similar payment structures. Other liabilities primarily consisted of liabilities associated with funded deferred compensation agreements. The reported balance is determined based on the amount of elective deferrals and employer contributions adjusted for periodic changes in the fair value of the participant balances based on the performance of the funds selected by the participants and had a fair value of $34.1 million and $32.0 million at September 30, 2024 and December 31, 2023, respectively.
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.