Frank O'Neil - SVP and CCO, IR Stancil Starnes - Chairman, President and CEO Ned Rand - EVP and CFO Howard Friedman - President, Healthcare Professional Liability Group Mike Boguski - President, Alliance Insurance Group.

Amit Kumar - Macquarie Research Equities Matt Carletti - JMP Securities Mark Hughes - SunTrust Robinson Humphrey Paul Newsome - Sandler O'Neill Ryan Byrnes - Janney Montgomery Scott.

Good morning, everyone. Welcome to the Conference Call to discuss ProAssurance’s results for the Second Quarter of 2015. These results were reported in a news release on August 6, 2015.

The release along with the Company’s other SEC filings, including the 10-Q also filed on August 6, 2015 are intended to provide you with important information about the significant risks and other factors that are out of the company's control and could affect ProAssurance’s business and alter expected results.

Also, management expects to make statements on this call dealing with projections, estimates and expectations and explicitly identifies these as forward-looking statements within the meaning of the US federal securities laws and subject to applicable Safe Harbor protections.

The content of this call is accurate only on August 7, 2015 and except as required by law or regulation, ProAssurance will not undertake and expressly disclaims any obligation to update or alter information disclosed as part of these forward-looking statements. Now as I turn the call over to Mr.

Frank O’Neil, I'd like to remind you that the call is being recorded and there will be a time for questions after the conclusion of prepared remarks. .

Thank you, Nova. Everyone welcome today, please note that we will reference non-GAAP items in our call. Our recent news release provides a reconciliation of these non-GAAP numbers to their GAAP counterparts.

Participating in today’s call are Chairman and CEO, Stancil Starnes; Howard Friedman, the President of our Healthcare Professional Liability Group; Chief Financial Officer and Executive Vice President, Ned Rand; and Mike Boguski, the President of our Workers Compensation Business. I'm going to ask Stan now to give us some opening thoughts.

Stan?.

Thanks, Frank. And my thanks to those of you who joined us today to hear more about our results through June 30, 2015. This was another strong quarter for us and we will be concentrating on two important items in our remarks this morning. First, we will be talking about solid second quarter profitability.

And that profitability has been realized despite the fact that we operate in very competitive lines of insurance. Second, we'll highlight our continued focus on shareholder value through consistent dividends and ongoing commitments to repurchase our shares at prices we believe represent real value.

We've return $341 million to shareholders through July 31st by way of dividend and share repurchases. With that background Frank let's gets started. .

All right, Stan. Thank you. Ned Rand is going to go first today reviewing our consolidated and corporate results. Then we will delve into each of the insurance operating segment.

So Ned?.

Thanks, Frank. Higher consolidated gross written premiums were primarily driven by increases in workers' compensation writings, up 6% in the quarter and 11% year-over-year and to a lesser extent by the increase from our Lloyd segment, the Syndicate 1729 ramps up.

Offsetting this increase was the decline in the specialty P&C segment, but there are encouraging signs from specialty which Howard will touch one when he discusses that segment's specifics.

We continue to see solid progress in cross selling initiatives designs to link targeted accounts within our healthcare professional liability, life sciences and workers compensation segments. We continue to be very encouraged by the potential to leverage these lines of business that are so critical to those operating in the healthcare arena.

However, this is a year where we are concentrating on educating insured and developing new prospects. So we think 2016 will be much more impactful for the top line. That said these initiatives have resulted in approximately $2 million of new gross premiums written through June 30, 2015, mostly involving our workers' compensation clients.

Net premiums written were approximately 1.5 points in the quarter and essentially unchanged for the year-to-date compared to prior periods. Net premiums earned declined less than a point quarter-over-quarter and were essentially flat year-over-year. Our net investment results were down 1.8% in a quarter.

We did benefit from the strong performance of one of our private equity investments, which drove to $1.7 million quarter-over-quarter improvement in our equity and our consolidated subsidiaries.

But that was more than offset by a 7.5% decline in net investment income due to lower interest rates available upon reinvestment and lower average investment balances as we continue devoting considerable capital to share repurchase. Our second quarter2015 current accident year net loss ratio was 79.3% and 80% for the six months ended June 30th.

The quarter-over-quarter improvement was little less than one point and year-over-year it is essentially unchanged. We've recognized $35 million of net favorable reserve development in the quarter. For the year net favorable development is $69 million. Both are lower than their respected 2014 results.

And this is consistent with the trends we've discussed in previous calls. Our consolidated expense ratio was 30.5% in the quarter higher by just one under point from 2014. As we discussed last quarter, we've changed the way we are handling the allocation of corporate expenses to our operating segments.

And one offshoot this is that the expenses that are retained by our corporate segment are no longer considered in our evaluation of unconsolidated loss adjustment expense -- unallocated loss adjustment expenses.

As a result in the quarter we are allocating approximately $1.5 million less to ULAE, which equates an increase of approximately one point in expense ratio. And a corresponding one point decrease to the consolidated loss ratio. Our combined ratio for the quarter was 89.8%, up from second quarter of last year due to lower favorable development.

And the six months we wrote to a combined of 90.4%, again higher due to the level of favorable development so far this year. Our effective tax rate in the quarter was 19.2%, down from an effective tax rate in the second quarter of last year of 24.4%.

The decline in the effective tax rate is attributable to our tax exempt interest being a larger portion of our overall earnings as compared to last year. As well as increase in the amount of tax credits utilized during the quarter. Operating income for the quarter was $35.7 million, or $0.64 per diluted share.

For the six months, our operating income was $70.4 million, or $1.25 per diluted share. On the subjects of shares. We continue to be committed to effective capital management and equation of long-term value for our investors. In the second quarter we spent $66 million to purchase 1.5 million shares of our common stock.

As of July 31, a repurchase activity for 2015 totaled 3.1 million shares to the cost of $140 million, and much of our repurchase activity has been conducted under auspices of 10b5-1plans. Year-to-date, we've paid $51 million as regulation dividend to shareholders.

In addition to the $115 million special dividend declared at the end of the last year and paid in January of this year. Our share buyback at recent stock prices means that we are buying above book value and at a price that we believe represents solid value for us.

In a short turn, buying above book value per share dampens growth in book value per share which was $38.09 at June 30th. June 30th tangible book value per share was $33.40. And finally at June 30th, we held $171.5 million in unpledged cash and investment outside our insurance subsidiaries and available for us by the holding company.

Frank?.

Yes. We will go now to Howard Friedman for commentary on specialty P&C and Lloyd.

Howard?.

Thanks, Frank. In specialty P&C gross premiums written were $113 million in a quarter, down 1.4% quarter-over-quarter. We do see some bright spots as Ned mentioned. First, physician premiums, the largest component in specialty P&C were $75.9 million on a quarter, up about $450,000 over last year, primarily due to 24 month policies.

Those policies increase gross written premiums by $5.7 million. Approximately $2.1 million of that amount was new conversion to 24 months policies. With the remainder being due to normal timing differences associated with the two year renewal pattern.

We think the additional conversion shows the value our existing insured see in our coverage, making that commitment in a competitive environment.

With hospitals and facility premiums essentially unchanged, the decline in the segment quarterly comparative premiums stems from Allied Healthcare, a hyper-competitive line with low premiums per policyholder and from product liability where we note the loss of a small number of larger premium accounts due to acquisition and competition.

Nevertheless, we continue to produce new premium -- new business in the specialty P&C lines. We wrote $7 million of new business in the second quarter and through June 30th, we have written almost $20 million in business, an improvement of little more than $3 million compared to the first six months of 2014.

There is virtually no change in the level of ceded premiums written on a quarter. Thus net written declined as a result of a lower gross premiums where the six months ceded premiums written increased by $5.5 million, primarily due to the effect of our session of podiatric premium to Lloyd's.

As you were recall, we account for that on a quarter lag, so we had only one quarter's premium ceded in the first half of 2014. Retention return to more normal levels in the physician business. It was 90% for the quarter, a one point improvement over 2014. And is at 87% for the year, just one point less than the same period last year.

Renewal pricing on physician business was up 1% in a quarter as compared to last year. And is unchanged for the six months. All other lines in specialty P&C are reporting higher renewal pricing for the year. I'll look on Ned's earlier statement on a loss environment.

There has been no change in overall loss trends in the specialty P&C segment through June 30th, within the largest portion of the segment, healthcare professional liability, frequency remains essentially flat and severity continues to increase at a manageable 2% to 3% per year.

Net favorable reserved development in specialty P&C segment was $34 million for the quarter as compared to $41 million a year ago. Year-to-date, net favorable development was $65 million compared to $88 million in the same six months of 2014. The calendar year net loss ratio for the quarter and six months were 56.9% and 58.5% respectively..

Please take a minute just to catch your breath and then maybe tell us a little bit about Lloyd's for the quarter. .

Sure, Frank. I'll note yet a again that we are reporting on a one quarter lag with the exception of certain US based administrative expenses and investment results associated with our funds of Lloyd's which are held as an investment.

Our 58% participation in a gross premium written of Syndicate 1729 was $25.8 million on quarter, an increase of almost 25% over the prior year quarter. For the six months ended June 30th, it was $30.5 million a year-over-year increase of 47%.

We've two quarters of written reported in the first half of 2015, but only reported a single quarter in 2014 because of the timing of the Syndicate started up and the lag in reporting.

Underwriting expenses for the reported quarter were $4 million, primarily related to salaries and benefits, professional fees and amortization of policy acquisition costs. For the reported six months period underwriting expenses were $7.5 million.

For the quarter, the underwriting expense ratio was 43.5%, a 42.5 decline and for the six months, the underwriting expense ratio was 50.8%, a 65 point decline.

The year-to-date mix of business in the Syndicate has not changed to great deal, approximately 68% is casualty reinsurance, property catastrophe reinsurance accounts for 11%, direct property coverage is 19% and 2% is property reinsurance. The majority of a syndicate business remains US based.

As we discussed with you in prior quarters, last year saw the Syndicate build out its underwriting staff. So this year we are better able to take advantage of submission across a wide range of risks.

Duncan Dale reports that submission remains strong but given price competition, he continues to be cautions about the business they are writing, which is consistent with our expectations.

Frank?.

Thank you, Howard. Next up is workers' compensation and for that we will go to Mike Boguski, the President of Eastern.

Mike?.

Thank you, Frank. The increase in the workers' compensation segment second quarter operating results were driven by consistent protection results across all operating territories, growth in our premium and prudent expense management partially offset by an increase in the loss ratio.

Gross premium written increased to $58 million in the quarter compared to $55 million in the second quarter of 2014, an increase of 6%. Premium retention was 82% for the quarter and was 85% for the six months ended June 30, 2015.

Renewal pricing increased 4% and new business production was $8 million in the second quarter despite competitive market conditions. Order premium increased to $1.3 million in the quarter compared to $817,000 in 2014 as a result of improved economic conditions and strong financial underwriting.

We were successful in renewing all four of the available alternative market programs and adding one new program during the quarter. The increase in the second quarter of 2015 accident year loss ratio was primarily related to a slight increase in severity related claims.

During the first six months of 2015, we were successful in closing 36.2% of 2014 and prior claims, which is a four point improvement over the prior year closure rate. Favorable reserve development was $1.5 million in the quarter compared to $938,000 in the second quarter of 2014, primarily related to alternative markets business.

But also includes $400,000 in both periods relating to the amortization of purchase accounting fair value adjustments. The decrease in the second quarter 2015 expense ratio reflects growth in net earned premium and prudent expense management strategies. In the presence of transaction cost and one time professional fees in the comparative 2014 period.

This reduction was partially offset by the implementation of a corporate management fee in the first quarter of 2015. The combined ratio for the quarter was 93.5% including 2.4 percentage points of intangible asset amortization and just under one point from the initiation of the corporate management fee.

Frank?.

Thank you, Mike. Stan, will you give us some final thoughts and then Nova will be ready to take questions. .

Thanks, Frank. Clearly, we are in a very competitive business. That is simply undeniable.

But in the face of strong competitive headwinds, we've been able to remain profitable, keep our commitment to create and deliver value to insured and we've done in it while executing a very ambitious, well thought out strategy that will ensure ProAssurance is in the position to deliver cutting edge products that will be demanded by the evolving healthcare delivery system in the United States and abroad for that matter.

The vision statement we have crafted for ProAssurance sums this up succinctly. We will be the best in the world at understanding and providing solutions for the risk our customers encounter as healers, innovators, employers, and professionals.

Through an integrated family of specialty companies, products and services, we will be a trusted partner enabling those we served to focus on their vital work.

As the employee of choice we embrace everyday as a singular opportunity to reach for extraordinary outcomes filled and deepen superior relationships and accomplish our mission with infectious enthusiasm and an unbending integrity. Pay special attention to the terms integrated family of companies and trusted partner.

As we bring a broad range of coverage to the market, we will offer expertise and solutions that are unmatched. And when we focus on our partnership for providing solutions, we are saying that we will be more than just a vendor. We intend to be indispensable to those who partner with us to solve the most complicated liability problems they face.

I am convinced that we have the right people in place to make this happen. And that we have the right approach to maintain the financial strength of this organization so that we can take advantage of those opportunities that will be presented to us.

In July, the Ward Group recognizes ProAssurance for the ninth straight year as one of the 50 top properties in casualty insurance writers in America. That's the top 50 international performances and policy holder security out of more than 3,000 companies.

That says a lot about our people and their expertise and experience to perform at that level year after year after year. Here is another example.

The annual Gracechurch survey of 650 brokers and underwriters in the London market singled out Duncan Dale as the number one underwriter in the market when ranked by underwriters and number two when ranked by brokers. I am confident that we are on the right track and I look forward to answering whatever questions you may have.

Frank?.

All right, Nova. If you will open the lines we will begin to take questions. Thank you. .

[Operator Instructions] And we will take our first question from Amit Kumar with Macquarie..

Thanks and good morning, and congrats on the quarter. A few quick questions. Maybe these might be for Howard. In terms of loss cost trends one other competitor and I know that their book is different than your book. They've continued to witness adverse development in their medical malpractice book.

Maybe talk about as you look out what are you seeing on the lost cost trend side, it remains fairly stable.

Is that some of the view looking forward, or is there anything on the fringes which might be sort of changing your view here?.

Hi, Amit. Yes, it is Howard. We really don't see anything that's changing. And we look at this very carefully. We have a very homogenous book of business and substantial book of business. We have a lot of data to analyze. And at this point we have not seen, experienced or expect anything in terms of change on the loss side. Frequency has been quite stable.

And we look at it carefully.

Severity of course can be volatile with larger clients and we take those into account but when you look at severity on any type of reasonable limited basis whether you are looking at it a $1 million limit or $0.5 million limit or $250,000 limit as we look at it for rate making, or even at higher limits when you take out some of the just the operations we don't see the severity trend moving much differently than we've seen over the past year or so now and we've been saying 2% to 3%.

So we are quite disciplined about the underwriting process. I think we have a very effective claims handling process. And we have a lot of data to analyze. So at this point in time we are comfortable with the trends that we've reported. .

Got it. That's helpful. And I guess intertwined with that question is the discussion on pricing trends. You've seen these kinds of pricing trends for the past few quarters, sort of the 1ish number, flattish trends.

You talked about -- I think there was a competition discussion that you're talking about more and more competition coming in, more and more competitive -- I mean do you see this causing any inflection I guess mid sort of inner time period in terms of pricing? Or is this sort of the new normal just based on the evolution of med mal, if we start from the 2002 time period to today?.

Well, I guess first I wanted to say that I don't think we've said that we see more competition and if you interpreted that way I just wanted to clarify that we have plenty of competition in the market and this market has been competitive for a long time but we don't see any what you would consider new competitors in the marketplace.

It has been pretty stable in that regard even though everyone is competing very heavily to retain the business that they have and try to write new business of course. In terms of the pricing, going back again to the discipline comment, we continue to price where we think we need to be in order to achieve the long term return objectives that we have.

That means giving our business and I think you saw that with a lower retention ratio that we had in the first quarter returning a little bit more towards the normal in the second and creeping back year-to-date.

But at the same time maintaining pricing in the same kind of range that we've seen over the past few years and that is plus or minus 1% or 2% hovering around zero if you looked at on average for last year. And that is what we think we need to do in order to again maintain and be able to create the return over a longer period of time.

It does mean giving up some business when we have to. .

Got it. That's helpful. The final question is for Stan. We've discussed this several times, a discussion on capital, and if you look at uptick, if you look at I guess the reported ROE clearly it's being understated by the level of excess capital on the balance sheet.

And somehow I think that's unfair and in some senses viewed against other competitors and their leverage ratios. Stan, maybe talk about how much that is on your mind, the ROE metrics versus others.

And I guess bigger picture what can be done apart from the usual buybacks and special dividends et cetera? What can be really done at this stage of the cycle to get the ROE into sort of a double-digit range?.

Amit, we think of every aspect of managing the company through a very long term lens. At this point in the cycle as I said in the last call, I think that the number objective is to avoid digging a hole for ourselves.

And I think in this long tail business where you can dilute yourself that you are getting adequate pricing when in fact you are not, it is very important not to dig that hole. And so we take a very long term look. As you heard me say time and time again and you will always hear me say, we are not a quarter-to-quarter company.

We have a very long term focus. Our Board looks at capital every meeting and we intend to be a very good steward of our capital.

I think that the best evidence of that as you look back over the last number of years since the present senior management team came together end of the second quarter of 2007, we've almost doubled shareholder equity to over $2 billion. We've returned another $1 billion to shareholders in the form of dividends, special dividends and share buybacks.

And we've made over $500 million or so of strategic investments. So we have a very multi factorial approach to capital management and we will continue to be very good stewards of the capital.

We need a certain amount of capital to conduct our business today but we need to also have access to capital, they will enable us to take advantage of the organic and the transactional opportunities that may come in the future.

I am reminded by Ned fairly regularly that if we hadn't had the capital when time came to do the PICA transaction in 2009, we would have no place to get the money but to close that transaction because all the credit markets in this country were essentially close to everybody.

So we don't have the luxury and don't expect the luxury and don't even want the luxury of looking at things on a quarter-to-quarter basis but we will continue to manage the organization to take advantages of opportunities as they come. And I think the past is prologue and it shows just what our intentions are with respect to capital management..

We will take our next question from Matt Carletti with JMP Securities. .

Thanks. Good morning. Amit covered a few of my questions. I just have a couple more numbers related questions, one for Howard and one for Ned. The first one I guess for Howard is I caught the -- when you talked about the two year policies I caught the -- you referenced a $5.7 million number.

And sorry if I didn't catch it, but was that what was written in the quarter as two year policies or was that the delta between what was written this quarter and what was written a year ago?.

That was the delta between what was written this quarter versus the year ago quarter. We have -- there are two things that are going on there. We have the odd year or even year difference in the two year policies that become effective.

But within that $5.7 million this year we also had $2.1 million of that related to new two year policies, in other words annual policies where the policy holder then chose to convert to a two year policy in 2015. .

Okay. That's helpful. And the other one for Ned relates to the tax rate. I know you talked about the tax credits and a mix of business but I guess my question is at the end of the day it's been kind of 17% to 18% for a couple quarters now.

Is kind of that sub 20% area a reasonable run rate for the foreseeable future, or is there some reason to believe that we'll tick back up towards low 20s where it had been?.

It is a good question, Matt. I think lot of variable at play there which makes it challenging to project. But given the level of tax exempt interest that we have and the tax credits that we are able to utilize, I think that right around 20% is probably a pretty good number, barring something unanticipated occurring. .

We will take our next question from Mark Hughes with SunTrust..

Yes, thank you, good morning. In the workers' comp business you're doing very well it seems on rate. I wondered if you could talk about what's driving your success.

Is there some particular segment that you're finding good opportunities? And then is that perhaps impacting retention? I don't know whether there's a seasonal component to this but perhaps retention is down a little bit sequentially. Just curious on those two fronts..

Yes, just on the pricing side, first of all there are some headwinds from the perspective that 14 of our 16 operating stage continue to have frequency reductions and loss cost decrease. But we continue to maintain a very much an individual account underwriting focus in our rural territories and we just expect appropriate return from our pricing.

What we saw this quarter on the rate side was the four points was driven more by larger accounts in a quarter where we don't have as much revenue. So this was larger account driven in the quarter.

From a retention perspective, we were down about one point from a conversion of one policy from our guarantee cost, a large account to large deductible policy. And our short term renewable large healthcare account. And then the remainder of the retention was really us making the call on accounts that we believe would make a profit for the company.

So but there was no direct relationship between the retention and us trying to push rate in the retention coming down. .

And when you say rates were helped by a large account, was that sort of a mix issue? Seems like the large accounts would be more competitive if anything..

Well, it is a mix issue from the math perspective that we at higher rate increases on those larger accounts which drove the rate in the quarter..

We will take our next question from Paul Newsome with Sandler O'Neill. .

Good morning. Congratulations on the quarter. Just maybe to follow up -- not to follow up, to round out the call. Your most recent updates from an M&A perspective, and any thoughts given the heightened interest in general in M&A in the market? At least that's what it seems like..

It is Stan. The M&A current market place in the property and casualty world have been interesting and as you know it is gone over the lot of attention lately. As you also know we are very much the product of an active M&A program dating back to the early 90s.

We look at a lot of opportunities, we say no to most of those opportunities but over the years we have developed a number of transactions which have resulted in the ProAssurance as the company we know today. We think we are well positioned today for the coming changes in healthcare.

If opportunities come along we think enhance our ability to deliver value to our shareholders and security to our insured, we will take advantages of those opportunities.

As I have said in the past, it would not surprise me at all that our coming years of growth will be more organic than M&A just because of the nature of the changes that are coming in healthcare. But I could be absolutely wrong about that. It could be the future growth will continue to be concentrated as a result of M&A activities.

These activities are very episodic. They are opportunistic and we have to be opportunistic in evaluating them. I suspect that you are going to continue to see an active property and casualty M&A world and it will be interesting to see all that takes place.

Ned anything to add there?.

No. Stan thanks. I think that covers it pretty well..

Is the pace of what you -- I mean you're actively looking pretty much all the time.

Has the pace of what you are being shown changed recently?.

No. I would say no. .

We will take our next question from Ryan Byrnes with Janney..

Thanks, good morning, guys. Just had one -- just one number I want here at the end.

Second quarter there were a lot of kind of property and energy losses in the Lloyd's market, and I know you guys report on a lag, but maybe could you guys just maybe note if you guys were on any of those large losses through the Lloyd's segment?.

No. Not on the property and energy side any material area. The one place that we will have smaller loss will be in the space with some of the satellites. But again it won't be a material loss. .

[Operator Instructions] Take a follow up from Amit Kumar with Macquarie..

Hi, just very quickly on a follow up to Ryan's question. I know some companies have some sort of a threshold as to what is reported loss versus -- reported catastrophe loss versus not. Do you guys have a threshold? I guess I was trying to ballpark what that number might be in terms of modeling forward..

Yes, it is a good question, Amit. The honest answer is we really don't.

I think that just because the operations of 1729 are still relatively new and then we've not had to really deal with that situation but we will and I think what we are committed to do is if an individual loss is material either to the segment or to ProAssurance, we certainly call it out and any kind you have to just kind of use that as guidance for now.

I think as the loss environment within 1729 evolves, we will have some ability to get more specific to that.

With the way that 1729 is structured the business it's writing in reinsurance that we have in place, it is highly unlikely that we would see anything with even on catastrophic level that would have a material impact either the Syndicate or to our operations. .

[Operator Instructions] And with no further questions, I'd like to turn the call back over to management for any additional or closing remarks. .

Thank you, Nova. We appreciate everyone joining us this morning. Enjoy your weekend. We will speak to you next after we report third quarter earnings in November. .

And this does conclude today's conference. Thank you for your participation..