8-K

UNITED STATES

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): January 29, 2015

BALDWIN & LYONS, INC.

___________________________________________________________________________

(Exact name of registrant as specified in its charter)

Indiana	0-5534	35-0160330
(State of other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

111 Congressional Boulevard, Carmel, IN	46032
(Address of principle executive offices)	(Zip Code)

Registrant’s telephone number, including area code:                                       (317) 636-9800

                                                                                      _______________________________________________

Not applicable

                                                                                                                                                                                                                 __________________________________________________________________________________________

 (Former name of former address, if changed since last report.)

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 (see General Instruction A.2. below):

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-

       2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-

      4(c))

Item 7.01  Regulation FD Disclosure

The following information, including the Exhibit to this Form 8-K, is being furnished pursuant to Item 2.02 - Results of Operations and Financial Condition of Form 8-K and is being presented under Item 7.01 of Form 8-K. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.

On January 29, 2015, Baldwin & Lyons, Inc. (the Company) issued a press release announcing the results of its operations for the fourth quarter and twelve months ended December 31, 2014.  A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference to this Item 9.01 as if fully set forth herein.

Throughout its press release and in the conference call to discuss the results of its operations for the fourth quarter of 2014, the Company presents and will present its results and operations in the manner it believes will be the most meaningful, which includes some measures that are not based on accounting principles generally accepted in the United States (GAAP).

The Company’s management uses the term operating revenue, a non-GAAP financial measure, which is defined as revenue excluding pre-tax investment gains and losses. It also uses the term operating income which is defined as net income excluding after tax investment gains and losses. These financial measures are used to evaluate the Company’s performance because the recognition of investment gains and losses in any given period is largely discretionary as to timing and could distort the analysis of trends. The Company believes that the defined terms are used commonly in the property/casualty insurance industry and that equity analysts and the Company’s significant shareholders exclude gains and losses on investments in their analysis of the Company’s results for the same reason.

The combined ratios and the components thereof, as presented herein, are commonly used in the property/casualty insurance industry and are applied to the Company’s GAAP underwriting results.

A copy of this press release is also posted on the Company’s website.

Item 9.01  Financial Statements and Exhibits

(c) Exhibits.

99.1  Baldwin & Lyons, Inc. press release dated January 29, 2015.

SIGNATURES

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.

BALDWIN & LYONS, INC.

January 29, 2015                                                                   by: /s/ Joseph J. DeVito                                                                                       

Joseph J. DeVito

Chief Executive Officer and President

EX-99.1

Baldwin & Lyons, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   January 29, 2015

Unaudited Fourth Quarter Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                    Press Contact:  G. Patrick Corydon

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           (317) 636-9800

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   corydon@baldwinandlyons.com

BALDWIN & LYONS ANNOUNCES RECORD PREMIUM LEVELS AND FINANCIAL RESULTS FOR THE FOURTH QUARTER AND TWELVE MONTHS OF 2014

Carmel, Indiana, January 29, 2015—Baldwin & Lyons, Inc. (NASDAQ: BWINA, BWINB) today announcedafter tax operating income, defined as net income before investment gains and losses, of $6.9 million, or $.46 per share, for the fourth quarter of 2014 compared to $4.4 million, or $.30 per share, during the fourth quarter of 2013.  Net investment gains for the fourth quarter of 2014, which include both realized and unrealized gains in the Company’s limited partnership investments, were $1.4 million after tax, or $.09 per share, compared to gains of $4.6 million, or $.30 per share, in the same quarter of 2013.  In total, net income for the quarter was $8.2 million, or $.55 per share, which compares to $9.0 million, or $.60 per share, for the prior year’s fourth quarter.

For the year, after tax operating income totaled $20.0 million, or $1.34 per share, compared to $21.3 million, or $1.43 per share, for the prior year period.  Net investment gains for the full year 2014 were $9.7 million after tax, or $.64 per share, compared to net investment gains of $15.3 million, or $1.02 per share, during the same period of 2013.  In total, net income of $29.7 million, or $1.98 per share, compares to $36.6 million, or $2.45 per share, for the prior year period.

Premium written by the Company’s insurance subsidiaries for the quarter was a record $97.9 million, compared to $96.2 million during the fourth quarter of 2013.  The increase was principally driven by a 13% increase in premiums written from the Company’s core fleet transportation products.  This increase was partially offset by reductions in the Company’s property reinsurance and professional liability exposures in line with previously announced strategic initiatives.  Premiums written for the twelve months of 2014 totaled a record $382.4 million, an increase of almost $13 million, more than 3% higher than last year’s previous record twelve month writings of $369.5 million, with the main driver of the increase being an 11% increase in the Company’s core fleet transportation products.

Net premiums earned for the fourth quarter of 2014 was also a record $68.9 million, 5% higher than last year’s record fourth quarter total of $65.4 million.  For the twelve months, earned premium increased $8.9 million, nearly 4% to a record twelve month total of $261.6 million from last year’s $252.7 million.

The Company’s consolidated combined ratio for the fourth quarter was 90.5%, before consideration of fee income.  Including fee income, underwriting income was $6.9 million, producing a combined ratio of 90.0%.  The Property and Casualty Insurance segment combined ratio was 92.0%, including fee income, and the Reinsurance segment combined ratio was 75.1%.  For the twelve months, the consolidated combined ratio was 93.0%, before consideration of fee income, and 92.4% including fees, producing $20.0 million in pre-tax underwriting income.  The Property and Casualty Insurance segment combined ratio was 92.1%, including fee income, while the Reinsurance segment combined ratio was 94.2%.

- 1 -

Pre-tax investment income increased 19% compared to the fourth quarter of 2013.  For the twelve months, pre-tax investment income increased slightly more than 3%.  Pre-tax realized gains for the quarter totaled $2.1 million compared to gains of $7.0 million in the fourth quarter last year.  For the twelve months, pre-tax realized gains totaled $14.9 million compared to $23.5 million last year.  After tax investment gains, including realized and unrealized gains and losses, were $0.3 million for the fourth quarter, compared to gains of $15.4 million in 2013.  For the twelve months, after tax investment returns, including realized and unrealized gains, were $19.3 million for 2014 compared to $35.4 million during the comparable 2013 period.

Book value per share increased $.09 per share during the fourth quarter, after the payment of $.25 per share in regular cash dividends.  For the twelve months ended December 31, 2014, book value per share has increased $1.10 after the payment of cash dividends to shareholders totaling $1.00 per share.  The combination of the increase in book value and dividends represents an 8.2% total return on beginning book value for the twelve months.

Conference Call Information:

Baldwin & Lyons, Inc. has scheduled a conference call for Thursday, January 29, 2015, at 11:00 AM ET (New York time) to discuss results for the fourth quarter ended December 31, 2014.

To participate via teleconference, investors may dial 1-888-468-2440 (U.S./Canada) or 1-719-325-2402 (International or local) at least five minutes prior to the beginning of the call.  A replay of the call will be available through February 5, 2015 by calling 1-877-870-5176 or 1-858-384-5517 and referencing passcode 1029077.  Investors and interested parties may also listen to the call via a live webcast, accessible on the company’s web site via a link at the top of the main Investor Relations page.  To participate in the webcast, please register at least fifteen minutes prior to the start of the call.  The webcast will be archived on this site until January 29, 2016.  The webcast may be accessed directly at: http://public.viavid.com/player/index.php?id=112235

Also available on the investor relations section of our web site are complete interim financial statements and copies of our filings with the Securities and Exchange Commission.

Forward-looking statements in this report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Investors are cautioned that such forward-looking statements involve inherent risks and uncertainties.  Readers are encouraged to review the Company's annual report for its full statement regarding forward-looking information.

- 2 -

Financial Highlights (unaudited)
Baldwin & Lyons, Inc. and Subsidiaries
(In thousands, except per share data)	Three Months Ended						Twelve Months Ended
	December 31						December 31
	2014			2013			2014			2013
Operating revenue	$	73,075		$	69,108		$	277,112		$	267,457
Net investment gains		2,113			7,019			14,930			23,515
Total revenue	$	75,188		$	76,127		$	292,042		$	290,972
Operating income	$	6,873		$	4,405		$	20,012		$	21,303
Net investment gains,
net of federal income taxes		1,373			4,562			9,705			15,285
Net income	$	8,246		$	8,967		$	29,717		$	36,588
Per share data - diluted:
Average number of shares		14,977			14,925			14,976			14,924
Operating income	$	.46		$	.30		$	1.34		$	1.43
Net investment gains		.09			.30			.64			1.02
Net income	$	.55		$	.60		$	1.98		$	2.45
Dividends paid to shareholders	$	.25		$	.25		$	1.00		$	1.00
Comprehensive income, net of tax
Net income	$	8,246		$	8,967		$	29,717		$	36,588
Unrealized net gains (losses) on securities		(2,959	)		9,198			2,751			13,622
Foreign currency translation adjustments		(176	)		(292	)		(1,011	)		(575	)
Comprehensive income	$	5,111		$	17,873		$	31,457		$	49,635
Annualized:
Total Value Creation 1		5.1	%		19.5	%		8.2	%		14.3	%
Return on average shareholders' equity:
Operating income		8.0	%		5.3	%		5.9	%		6.6	%
Net income		9.5	%		10.9	%		8.7	%		11.4	%
Consolidated combined ratio of
insurance subsidiaries (GAAP basis):
Without fee income		90.5	%		94.4	%		93.0	%		92.0	%
Including fee income		90.0	%		93.7	%		92.4	%		91.2	%
1 Total Value Creation is the summation of the increase in book value plus dividends
paid divided by beginning book value.

- 3 -