8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 8, 2011

ProAssurance Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-16533	63-1261433
(State of Incorporation)	(Commission File No.)	(IRS Employer I.D. No.)

100 Brookwood Place, Birmingham, Alabama	35209
(Address of Principal Executive Office )	(Zip code)

Registrant’s telephone number, including area code:     (205)  877-4400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act (17CFR 240.13e-(c))

ITEM 7.01 REGULATION FD DISCLOSURE

In this Current Report on Form 8K we are furnishing presentation materials which will we will use during investor meetings scheduled for August 8 and 9, 2011, and for any meetings we schedule during the remainder of August 2011. We expressly disclaim any obligation to update these materials and caution that they are only accurate on the date of this filing. The inclusion of any data or statements in this presentation does not signify that the information is considered material.

Item 9.01     FINANCIAL STATEMENTS AND EXHIBITS

99.1 Presentation materials will be used in investor meetings in August, 2011.

We are furnishing Exhibit 99.1 to this Current Report on Form 8-K in accordance with Item 7.01, Regulation FD Disclosure. This exhibit shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 8, 2011

PROASSURANCE CORPORATION

by:  /s/ Frank B. O’Neil

-----------------------------------------------------

Frank B. O’Neil

Senior Vice-President

EX-99.1

This presentation contains Forward Looking Statements and other information designed to convey
our projections and expectations regarding future results. There are a number of factors which
could cause our actual results to vary materially from those projected in this presentation. The
principal risk factors that may cause these differences are described in various documents we file
with the Securities and Exchange Commission, such as our Current Reports on Form 8-K, and our
regular reports on Forms 10-Q and 10-K, particularly in “Item 1A, Risk Factors.” Please review
this presentation in conjunction with a thorough reading and understanding of these risk factors.

We especially identify statements concerning our recently-completed acquisition of American
Physicians Service Group (NASDAQ: AMPH) as Forward Looking Statements and direct
your attention to recent filings on Forms 10K and 10Q for a discussion of risk factors
pertaining to this transaction and subsequent integration into ProAssurance.

This presentation contains Non-GAAP measures, and we may reference Non-GAAP measures in
our remarks. A reconciliation of these measures to GAAP measures is available in our latest
quarterly news release, which is available in the Investor Relations section of our website,
www.ProAssurance.com, and in the related Current Reports on Form 8K disclosing that release.

FORWARD LOOKING STATEMENTS

1

NON-GAAP MEASURES

Specialty writer of professional liability insurance, primarily Medical Professional Liability (MPL)

Market Cap : ~$2.1 billion

Total Assets: $4.9 billion

Shareholders’ Equity: $2.0 billion

Founded in 1975 / Demutualized to a public company in 1991

ProAssurance: Corporate Profile

2

Historical Book Value Per Share

Inception to 6/30/11
CAGR: 16%

Cumulative:1653%

10 Year Summary (2001 -2010)
CAGR: 15%

Cumulative: 297%

Historical Stock Price(to 7/31/11)

Inception to 7/31/11
CAGR: 15%

Cumulative:1277%

10 Year Summary (2001 -2010)
CAGR: 14%

Cumulative: 263%

Consistently Successful Throughout the Insurance Cycle

Up
13%
Y-O-Y

Up
15%
Y-O-Y

ProAssurance: Business Profile

Largest independent publicly traded writer of MPL insurance

Fourth largest overall writer

Top 20 writers have just 65% of the market

More than 100 writers with some share of the market

Majority of companies are mutual or similar

Few operate in more than two or three states

3

DPW: SNL & Highline Data 2010

ProAssurance: Geographic Profile

Writing across the United States, ProAssurance has broad geographic diversification

Each state presents unique medical and legal challenges

Regional structure provides the local knowledge that differentiates ProAssurance

4

Corporate Headquarters

Corporate Headquarters

Claims / Underwriting Offices

Claims / Underwriting Offices

(Birmingham)

Market Share: Six-Ten1

Market Share: Six-Ten1

ProAssurance Footprint

June 30, 2011

1DPW: SNL & Highline Data 2010
ProForma ProAssurance and American Physicians

ProAssurance: Risk and Distribution Profile

We insure a broad range of healthcare risks, from home health providers to large hospitals

Focus on individual physicians and physician groups

Rated “A” by A.M. Best and Fitch

5

Premium & Policyholder Data is YTD, June 30, 2010

Subject to Rounding

YTD 2011 Policyholders: ~71,000

2011 YTD Premium: $276 million

M & A Update: ProAssurance & American Physicians

Financial Highlights

Expected to be modestly accretive to earnings in 2011, after one-time charges and restructuring
costs

Insurance Highlights

We are now the second leading writer in Texas

Adds high quality premium and
~6,700 well-underwritten policyholders
in a challenging market

Texas Highlights

Stable, constitutional Tort Reform

Generally attractive legal environment

One of the fastest growing medical populations

Strong, resilient economy

APS headquarters becomes our Texas regional office

6

We are skilled at finding M&A opportunities, conducting in-depth due diligence and integrating
resulting acquisitions

2009:Consolidation of:
Mid-Continent General Agency

2009:Consolidation of:
Mid-Continent General Agency

Georgia Lawyers Insurance Co.

Georgia Lawyers Insurance Co.

2004:Purchased Selected Renewal Rights from:
OHIC Insurance Company

2004:Purchased Selected Renewal Rights from:
OHIC Insurance Company

We Expect to Continue Growing Through M&A

7

1994:Consolidation of:
West Virginia Hosp. Ins Co.

1994:Consolidation of:
West Virginia Hosp. Ins Co.

1995:Consolidation of;

1995:Consolidation of;

Physicians Ins Co of Indiana

Physicians Ins Co of Indiana

Assumed business of:
Physicians Ins Co of Ohio

Assumed business of:
Physicians Ins Co of Ohio

1996: Consolidation of:

1996: Consolidation of:

Missouri Medical Ins Co

Missouri Medical Ins Co

1995:Assumed business of:
Associated Physicians Ins Co. (IL)

1995:Assumed business of:
Associated Physicians Ins Co. (IL)

1998:Consolidation of:
Physicians Protective Trust Fund (FL)

1998:Consolidation of:
Physicians Protective Trust Fund (FL)

1996:Assumed business of:
American Medical Ins Exchange (IN)

1996:Assumed business of:
American Medical Ins Exchange (IN)

Founding inthe 1970s

Founding inthe 1970s

1999:Assumed business of:
Medical Defense Associates (MO)

1999:Assumed business of:
Medical Defense Associates (MO)

Mutual Assurance

Physicians Ins.Co.of Michigan

Professionals Group

Creation of:

Creation of:

2005:Consolidation of:
NCRIC Group

2005:Consolidation of:
NCRIC Group

2006:Consolidation of:
PIC Wisconsin Group

2006:Consolidation of:
PIC Wisconsin Group

2007:PRI renewal rights deal

2002:SERTA renewal rights deal

2001:OUM renewal rights deal

2000:DPM Merger

1999:PACO Acquisition

Completed
11/30/10

The Case for Growing Through M&A

Legal and regulatory environment must be favorable

Not all M&A opportunities should be pursued

The key is understanding why companies are available

We don’t “bet the farm” and can acquire without “breaking the bank”

We prefer “healthcare centric” but look for closely related liability lines to leverage expertise
(attorneys E&O for example)

Our strategy adapts to the available opportunities for profitable growth

De Novovs. Acquisition

Soft Market

Hard Market

M & A

de novo
Expansion

Internal
Growth

All avenues
open
because of
pricing
power

M & A is
preferable
because of
pricingpressure

M&A and the Insurance Cycle

Strategy & Operations: Differentiation is the Key

Current Industry Status

We are in a period of “benign profitability”

Prices have been falling yet profitability remains at attractive levels

We have seen no new large scale market entry from larger commercial competitors

Some consolidation among “mid-decade” start-ups

Start-up pricing advantage has vanished in current market conditions

10

Differentiate Through Claims Defense

Our deep expertise in claims defense has always set us apart

Our financial strength gives our insureds the opportunity for an uncompromising defense of their
claim

Our successful approach to claims establishes a unique competitive advantage

Differentiates our product

Provides long-term financial and marketing advantages

A significant factor in our high retention rate

Helps deter future lawsuits

Our insureds increasingly value reputational defense as claims data becomes public

11

ProAssurance: 82% Favorable Outcomes

Industry: 73% Favorable Outcomes

Source: The PIAA

Five Year Average
2005-2009

The Ohio Example: 2005 - 2009 Data

Comprehensive, reliable data provided by the Ohio Department of Insurance

Broad range of competitors and business approaches

12

www.insurance.ohio.gov/Legal/Reports/Documents/2009ClosedClaimReport.pdf

Fewer Claims Closed With Indemnity

More Claims Defended in Court

2.5x Lower Average Indemnity Payment per Closed Claim

ProAssurance Claims Tried to a Verdict

New Claims Opened Each Year

Claims Trends Remain Favorable

With frequency down compared to mid-decade the result is fewer cases to try

Severity trends steady and manageable

Trends are much the same in states with or without Tort Reform

13

Loss Trends and Rate Actions

Rates on renewing physician business down less than 14% from peak pricing in 2006

Improved frequency trends are reflected in recent rate declines

Improvement in frequency has outweighed a steady, manageable rise in severity of ~4% per year

Loss trends have improved in states with and without tort reforms

Rate changes (up or down) in 2011 will likely be low-to-mid single digits

Despite competitors’ concessions on pricing and terms, we are retaining existing business and
writing some new business that meets our long-term profitability goals

14

Physician Rate Change History1

Premium Retention History

1Excludes PICA for clarity of historical comparison

We enforce stringent underwriting standards to maintain rate structure and enhance profitability

Underwriting process driven by individual risk selection and assessment of loss history, areas of practice,
and location

Rate filings consider the results of the past five to seven years to ensure a single year does not
unduly influence results

Demonstrated Underwriting Performance

ProAssurance Average: 93.8%Industry Average: 107.4%

Source: A.M. Best Aggregates and Averages, Medical Malpractice Lines of Business

15

Conservative Approach to Reserves

No change in the historic reserving practices that have produced favorable net reserve
development in each of the last eight years

Conservative reserve strategy provides protection against a loss trend reversal

Reviewed at least quarterly by internal actuarial staff

Regular outside reviews

Independent consulting actuaries (Towers Watson) conduct full review twice per year

Actuaries associated with independent auditor (E&Y) review once per year

Net Favorable Reserve Development

Net Reserve per Open MPL Claim1

1Statutory basis; Loss & LAE
Acquired company data included at end of acquiring year

Tort Reform Resurfaces

Federal Tort Reform has reappeared in Washington

Lots of smoke, so far no fire in Washington

Resurfaced during President Obama’s State of the Union Speech

Multiple bills being pushed by Republicans in the House, at least on bill introduced in the Senate

Democrats have offered to consider scaled-back reforms

Meaningful Tort Reform was not enacted when Republicans controlled Congress and the White House

State Tort Reforms—where the real battles are fought

2011 legislative update

Reforms Passed in North Carolina, Oklahoma and Tennessee, rejected in New York

2011 courtroom update

State Supreme courts reviewing mid-2000’s reforms in Kansas, Mississippi, Nevada and WV

Long-standing reforms in California, Indiana and Louisiana also under review by State Supreme Courts

2010 courtroom results

Overturned in Georgia and Illinois

Upheld in Maryland

Split decision in Missouri

Whether federal or state, we never give advance credit for untested reforms unless required by
law or regulation

We are prepared, operationally and financially, if Tort Reforms are struck down in our states

Prices are set, and reserves established, as if there is no tort reform, until results reflect otherwise

17

The Potential Effects of Healthcare Reform

No meaningful Tort Reform in the bill

No immediate effect on the medical/legal climate

Demonstration projects do not provide meaningful reform or immediate data

More patients will ultimately require more physicians and
ancillary providers

Known: More customers for us

We have enhanced our ability to write new classes of business
through the acquisition of PICA and
ProAssurance Mid-Continent General Underwriters

Unknown: Effect on the medical/legal environment

Increased patient frustration with the system

Possibility of more unexpected outcomes

May accelerate the growing movement of insureds into
hospital-owned practices and larger groups

Provides an opportunity for us due to our geographic reach,
long-term experience in hospitals and our financial strength

We are introducing new approaches and new products to take advantage

Likely to hasten M&A amongst smaller insurers that lack the capacity
or capability to insure hospitals or facilities

18

1Bureau of Labor Statistics 2008 to 2018 Projections
http://data.bls.gov/oep/nioem

New Products for a Changing Market

Certitudetmprogram in conjunction with Ascension Health

Largest Catholic healthcare system in the US

38 ministry locations in 18 states

Initial offering to ~1,000 physicians insured by an Ascension affiliate

Now expanding to Ascension-affiliated physicians insured in the open market

Insurance operations performed by ProAssurance

PRA policies jointly marketed

Coordinated claims and risk management efforts

Financial involvement of both entities creates incentive to reduce risk

Program enjoying widespread acceptance among targeted physicians

Joint physician/hospital insurance product: ProControl

Addresses the unique risk tolerance and claims-handling expectation of each insured

Physicians largely seek claims defense to protect their reputation

Hospitals/facilities seek to protect their reputation in different ways

Broad interest in the market

Alternative risk and self-insurance mechanisms

Captive insurance and sophisticated risk sharing programs

Risk Retention Groups for specific specialties or regions

19

Financial Performance and Investments

Performance Recognition

Leading industry operating performance
in 2009, ranked by Moody’s top 100
property & casualty insurers

ProAssurance ranks 79th by premium, but
outperforms in key financial measures

Fifth straight year in the Ward’s 50

Recognition as one of the 50 top
performing Property&Casualty
insurance companies

21

Source: Moody’s - Statistical Handbook, Ward Group’s - 2010 Ward’s 50

Lower is better

Operating Ratio

PRA 2008 Rank: #1

Combined Ratio

PRA 2008 Rank: #2

Loss & LAE Ratio

PRA 2008 Rank: #5

Return on Surplus

PRA 2008 Rank: #1

PRA 2008 Rank: #5

Long-Term Financial Strength Sets Us Apart

Ensuring the strength of our balance sheet is our top financial priority

Financial strength differentiates us in the market

The claims defense philosophy that differentiates us in the market leverages our financial strength

22

Shareholders’ Equity

Up Over 70% Since 12/31/06

Total Assets

23

Consolidated Operating Net Income1

Net Investment Income

Net Premiums Written

1 Excludes the after-tax effects of net realized gains or losses and guaranty fund assessments or recoupments

Capital Growth: 2006-2010

in $000’s except total equity (000,000’s)

24

Capital Management

Dividends

No current dividend to shareholders

Regular evaluation by Board/Management

Ongoing commitment of cash is a key consideration

25

Share Repurchase

$106 million spent in 2010 to buy
1.9 million shares

$315 million spent to repurchase 6.0 million shares
since 2005

Proven discipline in prudently deploying
capital

Building the company and enhancing return
through M&A

Enhancing shareholder value by repurchasing
shares at prices that build Book Value

Share Repurchase History

Conceptual Model of Projected A. M. Best BCAR Scores if

Premiums Increase

Surplus is Reduced

Excess Capital vs. Excess Capacity

Conservative Use of Debt and Low Leverage

Low Debt to Cap Ratio

No strain on cash flow

26

Debt to Equity

No Debt Prior to 2001

Strong CapitalPosition

Prepared for an improving market

Investments Balance Risk vs. Return

27

$4 Billion Overall Portfolio

$3.6 Billion Fixed Income Portfolio

Average duration: 4.1 years

Average tax-equivalent yield: 4.7%

Investment grade: 97%

Weighted average: AA-

6/30/11

Key actions in Q2

Added short ABS

Added Governments to mitigate concerns
over spread widening

CUSIP-level portfolio disclosure on our website:
www.proassurance.com/investorrelations/supplemental.aspx

Pricing discipline becomes even more
critical in a low interest rate environment

Lack of investment yield may be a hard
market catalyst

Return on Equity and Investment Returns

28

Assumes a 1:1 premium to surplus ratio for physicians professional liability claims-made coverages

Combined Ratio Required to
Generate a 13% Return on Equity

Long-Term ROE Target is 13%

The choice: chase yield or extend duration

We are maintaining duration, looking for
opportunities

The Yield Trap

Investing in ProAssurance

Effective, Experienced & Invested Management

30

All subject to share ownership requirements

Driven to Excel / Focused on Shareholder Value

Maintaining our profitability and book value growth

Outstanding performance in a challenging financial market and a demanding line of insurance

Producing sustainable shareholder value

Finding the right M & A opportunities

Growing Book Value per Share

Significant share ownership at all levels

Focusing on long-term

Preparing for a changing market while maintaining our leading position in the current market

Protecting the balance sheet and preparing for the market turn

31

Current Prices Present a Compelling Buying Opportunity

Supplemental Discussion Materials

2011 Year-to-Date Financial Highlights

33

	Six Months Ended June 30,
	2011	2010
Gross Premiums Written	$276,115	$255,699
Net Premiums Earned	269,140	248,825
Net Investment Income	72,457	74,709
Net Income (Includes Investment Losses)	102,790	78,493
Operating Income	98,642	81,844
Net Income per Diluted Share	$3.33	$2.40
Operating Income per Diluted Share	$3.20	$2.50

	June 30, 2011	December 31, 2010
Total Assets	$4,926,607	$4,875,056
Shareholders’ Equity	1,966,364	1,855,863

2010 Financial Highlights

34

	December 31
	2010	2009
Gross Premiums Written	$533,205	$553,922
Net Premiums Earned	519,107	497,543
Net Investment Income	146,380	150,945
Net Income (Includes Investment Losses)	231,598	222,026
Operating Income	219,457	215,210
Net Income per Diluted Share	$7.20	$6.70
Operating Income per Diluted Share	$6.82	$6.49

	December 31
	2010	2009
Total Assets	$4,875,056	$4,647,414
Shareholders’ Equity	1,855,863	1,704,595

ProAssurance Portfolio Detail: Asset Backed

35

6/30/11

Asset Backed: $743 Million

Weighted Average Rating: “AA+”

Breakdown of Agency MBS Holdings

CMBS Details Provided on Page 36

Sub-Prime: $9.1 mln Market Value(AFS)
$1.0 mln net unrealized loss

ProAssurance Portfolio Detail: CMBS

$90.0 million Fair Value in non-agency CMBS

Book Value: $86 million (2% of fixed income portfolio)

We have experienced no losses on our CMBS positions.

36

6/30/11

ProAssurance Portfolio Detail: Municipals

37

Municipals: $1.2 Billion/Average Rating is AA

Investment policy has always required
investment grade rating prior to applying the
effect of insurance

Weighted Average Rating: AA

6/30/11

ProAssurance Portfolio Detail: Equities & Other

38

Equities & Other: $189 Million

6/30/11

ProAssurance Portfolio Detail: Corporate

39

Corporates: $1.4 Billion

Weighted Average Rating: A

6/30/11

ProAssurance Portfolio Detail: Various

Rated A1/P1 or better

Money Markets:

Moody’s: Aaa

S&P: AAA

Weighted average rating

Moody’s: AA3

S&P: AA-

A. M. Best: A+

Treasury / GSE: $368 Million

Short Term: $129 Million

BOLI: $51 Million

6/30/11