~~Add differences:~~

- 7 -

Reinsurance recoverable on unpaid losses and LAE 166,218

~~Additional reserve for residual market losses not~~

reported to the Company at the current year end 840

~~Deduct differences:~~

~~Estimated salvage and subrogation recoveries recorded on~~

~~a cash basis for SAP and on an accrual basis for GAAP~~ ~~(7,300~~)

Liability reported on a GAAP basis $ ~~455,454~~

Ten Year Historical Development Tables:

The table on page 1110 presents the development of GAAP balance sheet insurance reserves for each year-end from ~~2002~~2005 through ~~2011,~~2014, as of December 31, ~~2012,~~2015, net of all reinsurance credits. The top line of the table shows the estimated liability for unpaid losses and LAE recorded at the balance sheet date for each of the indicated years. This liability represents the estimated amount of losses and LAE for claims arising in all prior years that were unpaid at the respective balance sheet date, including losses that had been incurred, but not yet reported, to the Company.

The upper portion of the table shows the re-estimated amount of the previously recorded liability based on additional information available to the Company as of the end of each succeeding year. The estimate is increased or decreased as more information becomes known about the frequency and severity of individual claims and as claims are settled and paid.

The "cumulative redundancy" represents the aggregate change in the estimates of each calendar year end reserve through December 31, ~~2012.~~2015. For example, the ~~2002~~2005 liability has developed a ~~$20.5~~$51.9 million redundancy over ten years. That amount has been reflected in income over those ten years, as shown on the table. The effect on calendar year income of changes in estimates of the liability for losses and LAE during each of the past three years is shown in the table on page 5.

~~- 8 -~~

Historically, the ~~Company’s~~Company's net loss developments have been favorable. Reserve developments for all years ended in the period 1986 through ~~2011~~2014 have produced redundancies as of December 31, ~~2012.~~2015. In addition to ~~refinements in~~a consistently conservative approach to reserving methods, loss reserve developments ~~since 1985~~in recent years have been favorably affected by several other factors. Perhaps the most significant single factor has been the improvement in safety programs by the fleet transportation industry in general and by the ~~Company’s~~Company's insureds specifically. Statistics produced by ~~the American Trucking Association~~a variety of sources show that driver quality in general and specifically as relates to the type of transportation companies underwritten by the Company, has improved markedly in the past decade resulting in fewer fatalities and serious accidents. The ~~Company’s~~Company's experience also shows that improved safety and hiring programs have a dramatic impact on the frequency and severity of fleet transportation accidents and, more recently, the introduction of numerous safety devices using state-of-the-art technology has reduced rear end and cross over accidents which often produce the most serious injuries. In addition, the expanded use of telematics to precisely measure driver behavior and provide focused training and remediation is positively impacting loss experience. Significant trucking industry and regulatory initiatives, such as CSA 2010, have provided strong motivation to trucking companies to upgrade their driver roster, increase monitoring of driver behavior and improve equipment maintenance, all resulting in fewer accidents. Higher self-insured retentions also play a part in reduced insurance losses. Higher retentions not only raise the excess insurance entry point but also encourage fleet transportation company management to focus even more intensely on safety programs.

The establishment of bulk reserves requires the use of historical data, where available, and generally a minimum of ten years of such data is required to provide statistically valid ~~samples.~~samples for most lines of business. As previously mentioned, numerous factors must be considered in reviewing historical data including inflation, legislative actions, new coverages provided and trends noted in the current book of business which are different from those present in the historical data. Clearly, the Company's book of business in ~~2012~~2015 is different, both in terms of exposures provided and rates charged, from that which generated much of the ten-year historical loss data used to establish reserves in recent years. Management has noted trends toward significantly higher settlements and jury awards associated with the more serious fleet transportation liability claims over the past several years. The inflationary factors affecting these claims appear to be more subjective in nature and not in line with compensatory equity. In addition to the factors mentioned above, savings realized in recent years upon the closing of claims, as reflected in the tables on pages 5 and ~~12,~~11, are attributable to the ~~Company’s~~Company's experience in specializing in long-haul trucking business for over 50 years as well as its long-standing policy of reserving for losses realistically and a willingness to settle claims based upon a seasoned evaluation of the underlying exposures. The Company will continue to review the trends noted and, should it appear that such trends are permanent and projectable, they will be reflected in future reserving method refinements.

The lower section of the table on page 1110 shows the cumulative amount paid with respect to the previously recorded calendar year end liability as of the end of each succeeding year. For example, as of December 31, ~~2012,~~2015, the Company had paid ~~$98.1~~$168.3 million of losses and LAE that had been incurred, but not paid, as of December 31, ~~2002;~~2005; thus, an estimated ~~$25.7~~$22.0 million ~~(21%~~(12%) of losses incurred through ~~2002~~2005 remain unpaid as of the current financial statement date ($~~123.8~~190.3 million incurred less ~~$98.1~~$168.3 million paid). The payment patterns shown in this table demonstrate the ~~“long-tail”~~"long-tail" nature of much of the ~~Company’s~~Company's business whereby ~~many~~portions of claims, principally in workers compensation coverages, do not ~~settle~~fully pay out for more than ten years.

- 8 -

Readers should note that the table on page 10 does not present accident or policy year development data which they may be more accustomed to analyzing. Rather, this table is intended to present an evaluation of the Company's ability to establish its liability for losses and loss expenses at a given balance sheet date. In ~~evaluating~~reviewing this information, it is important to ~~note~~understand that ~~the~~this method of presentation causes some development experience to be duplicated. For example, the amount of any redundancy or deficiency related to losses settled in ~~2005,~~2008, but incurred in ~~2002,~~2005, will be included in the cumulative development amount for each of the ~~years-end 2002, 2003,~~years ending December 31, 2005, 2006, and ~~2004. As such, this table does not present accident or policy year development data which readers may be more accustomed to analyzing. Rather, this table~~2007. It is ~~intended to present an evaluation of the Company’s ability to establish its liability for losses and loss expenses at a given balance sheet date. It is~~also important to note that conditions and trends that have affected development of the liability in the past may not necessarily occur in the future. Accordingly, it would not be appropriate to extrapolate future redundancies or deficiencies based on this table.

The table presented on page 1211 presents loss development data on a gross (before consideration of reinsurance) basis for the same ten year period December 31, ~~2002~~2005 through December 31, ~~2011,~~2014, as of December 31, ~~2012,~~2015, with a reconciliation of the data to the net amounts shown in the table on page ~~11.~~10. Readers are reminded that the gross data presented on page 1211 requires significantly more subjectivity in the estimation of incurred but not reported and loss expense reserves because of the high limits provided by the Company to its fleet transportation customers, ~~much~~some of which has been covered by excess of loss and facultative reinsurance. This is particularly true of excess of loss treaties where the Company retains risk in only the lower, more predictable, layers of coverage. Accordingly, one would generally expect more variability in development on a gross basis than on a net basis. The difference between loss developments before consideration of reinsurance, as presented on page ~~12,~~11, and those net of reinsurance, as shown on page 1110 do not impact the ~~Company’s~~Company's operating results as all such differences are borne by reinsurers.

~~- 9 -~~

Environmental Matters:

Given the Company's principal business is insuring fleet transportation companies, on occasion claims involving a commercial automobile accident which has resulted in the spill of a pollutant are made. Certain of the Company's policies may cover these situations on the basis that they were caused by an accident that resulted in the immediate and isolated spill of a pollutant. These claims are typically reported, evaluated and fully resolved within a short period of time.

In the past, the Company has received a few environmental claims that did not result from a "sudden and accidental" event. Most of these claims were made under policies issued in the 1970's primarily to one account which was involved in the business of hauling and disposing of hazardous waste. Although the Company had pollution exclusions in its policies during that period, the courts have, at times, refused to recognize such exclusions in environmental cases.

In general, establishing reserves for environmental claims, other than those associated with ~~“sudden~~"sudden and ~~accidental”~~accidental" losses, is subject to uncertainties that are greater than those represented by other types of claims. Factors contributing to those uncertainties include a lack of historical data, long reporting delays, uncertainty as to the number and identity of insureds with potential exposure, unresolved legal issues regarding policy coverage, and the extent and timing of any such contractual liability. Courts have reached different and sometimes inconsistent conclusions as to when the loss occurred and what policies provide coverage, what claims are covered, whether there is an insured obligation to defend, how policy limits are determined, how policy exclusions are applied and interpreted, and whether cleanup costs represent insured property damage.

As previously noted, very few environmental claims have been reported to the Company. In addition, a review of the businesses of our past and current insureds indicates that exposure to ~~further~~ claims of an environmental nature is limited because the vast majority of the Company's accounts are not currently, and have not in the past been, involved in the hauling of hazardous substances. Also, the revision of the pollution exclusion in the Company's policies since 1986 has, and is expected to, further limit exposure to claims from that point forward.

The Company has never been presented with an environmental claim relating to asbestos and, based on the types of business the Company has insured over the years, it is not expected that the Company ~~will~~could have any significant asbestos exposure.

The Company's reserves for unpaid losses and loss expenses at December 31, ~~2012~~2015 did not include significant amounts for liability related to environmental damage claims. The Company does not foresee significant future exposure to environmental damage claims and accordingly has established no reserve for incurred but not reported environmental losses at December 31, ~~2012.~~2015.

~~Space intentionally left blank~~

- 9 -

ANALYSIS OF LOSS AND LOSS ADJUSTMENT EXPENSE DEVELOPMENT--GAAP BASIS
(Dollars in thousands)

Year Ended December 31	2005		2006		2007			2008		2009		2010		2011		2012		2013		2014		2015

Liability for Unpaid Losses
and Loss Adjustment
Expenses	$	242,130	$	249,495	$	244,500		$	231,633	$	203,253	$	218,629	$	290,092	$	289,236	$	288,088	$	295,583	$	301,753

Liability Reestimated
as of:
One Year Later		225,183		228,211		227,423			222,049		194,430		208,933		280,217		283,673		277,734		285,521
Two Years Later		209,774		207,818		216,730			208,702		198,220		201,745		272,285		282,381		268,757
Three Years Later		200,955		199,503		206,445			210,562		188,110		204,243		276,525		279,685
Four Years Later		198,376		192,678		210,170			205,519		192,195		202,078		268,299
Five Years Later		191,846		198,023		208,132			208,398		187,792		198,518
Six Years Later		195,348		196,101		210,446			205,986		181,547
Seven Years Later		193,226		197,898		209,288			200,460
Eight Years Later		194,188		196,421		205,179
Nine Years Later		192,585		193,746
Ten Years Later		190,276


Cumulative Redundancy	$	51,854	$	55,749	$	39,321		$	31,173	$	21,706	$	20,111	$	21,793	$	9,551	$	19,331	$	10,062

Cumulative Amount of
Liability Paid
Through:
One Year Later	$	59,581	$	58,956	$	76,970		$	84,777	$	74,182	$	72,393	$	94,003	$	103,941	$	92,275	$	92,870
Two Years Later		94,947		100,990		124,870			120,628		107,413		109,382		156,271		162,087		159,282
Three Years Later		117,522		127,011		145,857			142,731		125,038		133,507		193,566		205,452
Four Years Later		136,652		143,612		157,724			152,679		137,460		147,462		214,873
Five Years Later		148,039		151,662		164,877			161,834		143,461		158,172
Six Years Later		154,573		157,223		170,554	��		166,290		148,101
Seven Years Later		159,428		162,331		174,190			170,126
Eight Years Later		163,779		165,372		177,275
Nine Years Later		166,062		168,157
Ten Years Later		168,303

- 10 -

ANALYSIS OF LOSS AND LOSS ADJUSTMENT EXPENSE DEVELOPMENT--GAAP BASIS
(Dollars in thousands)

Year Ended December 31 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

Liability for Unpaid
  Losses and LAE, Net
  of Reinsurance
  Recoverables $144,267 $162,424 $207,137 $242,130 $249,495 $244,500 $231,633 $203,253 $218,629 $290,092 $289,236

Liability Reestimated
  as of:
    One Year Later 130,681 147,468 193,445 225,183 228,211 227,423 222,049 194,430 208,933 280,217
    Two Years Later 125,731 142,771 180,455 209,774 207,818 216,730 208,702 198,220 201,745
    Three Years Later 124,693 137,502 171,332 200,955 199,503 206,445 210,562 188,110
    Four Years Later 124,714 134,661 171,225 198,376 192,678 210,170 205,519
    Five Years Later 124,507 135,418 171,005 191,846 198,023 208,132
    Six Years Later 124,609 136,623 167,590 195,348 196,101
    Seven Years Later 124,606 135,415 170,951 193,226
    Eight Years Later 124,809 138,191 167,613
    Nine Years Later 127,462 134,094
    Ten Years Later 123,811

Cumulative Redundancy $20,456 $28,330 $39,524 $48,904 $53,394 $36,368 $26,114 $15,143 $16,884 $9,875

Cumulative Amount of
  Liability Paid Through:
    One Year Later $39,956 $38,234
$60,343

$59,581

$58,956
$76,970 $84,777 $74,182 $72,393
$94,003

    Two Years Later 57,522
62,380

84,265

94,947
100,990
124,870
120,628
107,413

109,382

    Three Years Later 69,959 74,198 102,692
117,522

127,011
145,857 142,731 125,038
    Four Years Later 76,408 82,479
116,198

136,652

143,612
157,724 152,679
    Five Years Later 81,121 91,607 124,176
148,039

151,662

164,877

    Six Years Later 85,064 96,009
128,592

154,573

157,223

    Seven Years Later 88,239 99,410
132,775
159,428
    Eight Years Later 91,379 102,797
137,094

    Nine Years Later 94,460
106,689

    Ten Years Later 98,134

ANALYSIS OF LOSS AND LOSS ADJUSTMENT EXPENSE DEVELOPMENT--GAAP BASIS
(Dollars in thousands)

Year Ended December 31	2005		2006		2007		2008		2009		2010		2011		2012		2013		2014		2015

Direct and Assumed:
Liability for Unpaid Losses and Loss
Adjustment Expenses	$	430,273	$	409,412	$	378,616	$	389,558	$	359,030	$	344,520	$	421,556	$	455,454	$	474,470	$	506,102	$	513,596

Liability Reestimated as of
December 31, 2014		324,746		300,304		305,844		298,439		289,678		300,507		382,745		423,750		438,189		463,951

Cumulative Redundancy		105,527		109,108		72,772		91,119		69,352		44,013		38,811		31,704		36,281		42,151


Ceded:
Liability for Unpaid Losses and Loss
Adjustment Expenses		188,143		159,917		134,116		157,925		155,777		125,891		131,464		166,218		186,382		210,519		211,843

Liability Reestimated as of
December 31, 2014		134,470		106,558		100,665		97,979		108,131		101,989		114,446		144,065		169,432		178,430

Cumulative Redundancy		53,673		53,359		33,451		59,946		47,646		23,902		17,018		22,153		16,950		32,089

Net:
Liability for Unpaid Losses and Loss
Adjustment Expenses		242,130		249,495		244,500		231,633		203,253		218,629		290,092		289,236		288,088		295,583		301,753

Liability Reestimated as of
December 31, 2014		190,276		193,746		205,179		200,460		181,547		198,518		268,299		279,685		268,757		285,521

Cumulative Redundancy		51,854		55,749		39,321		31,173		21,706		20,111		21,793		9,551		19,331		10,062

- 11 -

ANALYSIS OF LOSS AND LOSS ADJUSTMENT EXPENSE DEVELOPMENT--GAAP BASIS
(Dollars in thousands)

Year Ended December 31 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

Direct and Assumed:

Liability for Unpaid Losses
  and Loss Adjustment
  Expenses $277,309 $342,449 $440,172 $430,273 $409,412 $378,616 $389,558 $359,030 $344,520 $421,556 $455,454

Liability Reestimated as of
  December 31, 2012 294,827 316,998 362,321 321,897 297,203 305,100 302,773 299,698 314,677 400,189

Cumulative (Deficiency) Redundancy (17,518) 25,451 77,851 108,376 112,209 73,516 86,785 59,332 29,843 21,367

Ceded:

Liability for Unpaid Losses
  and Loss Adjustment
  Expenses 133,042 180,025 233,035 188,143 159,917 134,116 157,925 155,777 125,891 131,464 166,218

Liability Reestimated as of
  December 31, 2012 171,016 182,904 194,708 128,671 101,102 96,968 97,254 111,588 112,932 119,972

Cumulative (Deficiency) Redundancy (37,974) (2,879) 38,327 59,472 58,815 37,148 60,671 44,189 12,959 11,492

Net:

Liability for Unpaid Losses
  and Loss Adjustment
  Expenses 144,267 162,424 207,137 242,130 249,495 244,500 231,633 203,253 218,629 290,092 289,236

Liability Reestimated as of
  December 31, 2012
123,811
134,094 167,613
193,226

196,101
208,132
205,519
188,110 201,745 280,217

Cumulative Redundancy
20,456

28,330

39,524
48,904 53,394 36,368 26,114 15,143 16,884
9,875

~~- 12 -~~

Marketing

The Company's primary marketing areas are outlined on pages 2 and 3.

Historically, the Company has focused its fleet transportation marketing efforts on large and medium trucking fleets, with its ~~largest~~biggest market share in the larger trucking fleets (over 150 power units). ~~These~~The largest of these fleets (over 250 power units) self-insure a significant portion of their risk and self-insurance plans are a specialty of the Company. The indemnity contract provided to self-insured customers is designed to cover all aspects of fleet transportation liability, including third party liability, property damage, physical damage, cargo and workers' compensation, arising from vehicular accident or other casualty loss. The self-insured program is supplemented with large deductible workers' compensation policies in states which do not allow for self-insurance of this coverage. Fleets with fewer than 250 power units typically purchase full insurance coverage or retain small deductibles on each claim. The ~~Company~~Company's fleet transportation offerings also ~~offers~~include public livery risks, principally large and medium sized operators of bus fleets. The Company's fleet transportation offerings include work-related accident insurance, on a group or individual basis, to independent contractors under contract to a fleet sponsor as well as ~~workers’~~workers' compensation coverage to employees of independent contractor fleet owners.

In addition, the Company offers a program of coverages for "small fleet" trucking concerns (owner-operators generally with one to six power units). This program is currently being marketed in thirty-one states through independent agents utilizing much of the technology developed in conjunction with marketing private passenger automobile insurance. The Company’s

In 2015, fleet transportation ~~offerings also include certain public livery risks, principally large and medium sized operators of bus fleets. In 2012, fleet transportation~~ products generated approximately ~~69%~~95% of direct premium written ~~and assumed~~ by the ~~Company.~~

Since 1992, the Company has continuously accepted reinsurance cessions and retrocessions, principally property coverages for catastrophe exposures, from selected insurers and reinsurers. Participation in this market will vary depending on the adequacy of pricing, which can fluctuate widely from time to time. In determining the volume of catastrophe reinsurance that it will accept, the Company first determines the exposure that it is willing to accept from a single “probable maximum loss” (PML), generally defined as a 1-in-250 year event (.4% probability of occurrence based on sophisticated modeling programs), within a given geographic area. As property programs are considered, computer models of geographic exposure are evaluated against these maximums and programs are only considered if they do not cause aggregate exposure to exceed the predetermined limits. As of December 31, 2012, the Company’s modeled estimate of its largest zonal exposure to a PML from a single event is approximately 11% of consolidated surplus before state and federal tax credits and reinstatement premiums which would reduce the impact to approximately 6% of surplus. In addition to property coverages, the Company accepts reinsurance cessions for a limited amount of professional liability coverages from small and medium sized insurance companies.

Since 1995, the Company has sold private passenger automobile insurance. This program is currently being marketed primarily in nine mid-western and southern states through independent agents. Sagamore utilizes state-of-the-art technology extensively in marketing its private passenger automobile insurance products in order to provide superior service to its agents and insureds.

Property & Casualty Insurance Segment.

Beginning in the second quarter of 2009, the Company began underwriting a limited program of commercial property and business owners’ liability policies in the state of Florida, utilizing its excess and surplus lines authority and the services of a managing general agency. This business has been terminated, with final runoff of all inforce policies set to occur in May, 2013.

~~Beginning in the first quarter of~~ 2010, the Company began underwriting miscellaneous professional liability coverages through wholesale and retail agents and brokers on both an admitted and surplus lines basis.

Since 1992, the Company has accepted reinsurance cessions and retrocessions covering property and casualty risks from selected insurers and reinsurers. Participation in this market has varied over the years depending on the adequacy of pricing. Effective June 30, 2015, no property reinsurance risk remained inforce.

The ~~distribution platform~~Company terminated marketing of its private passenger automobile insurance products in late 2015 and all inforce business for this product ~~was expanded~~line will expire in 2011 to include programs with a managing general agent as well as retail agents. The platform was further expanded in 2012 by the launch of five new products using the same diversity of distribution sources.2016.

Investments

The ~~Company’s~~Company's investment portfolio is essentially divided between (1) funds which are considered necessary to support insurance underwriting activities and (2) excess capital funds. ~~Funds~~Management believes the funds invested in fixed maturity and short-term securities are more than sufficient to cover underwriting operations while equity securities and limited partnerships are utilized to invest excess capital funds to achieve higher long-term returns. The following discussion will concentrate on the different investment strategies for these two major categories.

~~- 13 -~~

At December 31, ~~2012~~2015 the financial statement value of the Company's investment portfolio was approximately ~~$682~~$730 million, including ~~$64~~$70 million of short-term funds classified as cash equivalents. The adjusted cost of the portfolio was ~~$627~~$670 million with the ~~$55~~$60 million difference representing pre-tax unrealized appreciation.

- 12 -

A comparison of the allocation of assets within the Company's investment portfolio, using adjusted cost as a basis, is as follows as of December 31:

	2015			2014

Corporate securities		25.1	%		25.2	%
State and municipal obligations		16.4			16.7
U.S. government obligations		15.4			14.9
Short-term and money markets		10.7			9.2
Commercial mortgage-backed securities		4.6			5.3
Foreign government obligations		3.8			4.2
Residential mortgage-backed securities		0.7			0.9
Total fixed maturities		76.7			76.4
Limited partnerships (equity basis)		11.3			12.0
Equity securities		12.0			11.6
		100.0	%		100.0	%

2012 2011

   State and municipal obligations 31.0 % 31.7 %
   Corporate securities 18.9 15.4
   U.S. government obligations 11.3 12.2
   Short-term and money markets 10.9 14.3
   Residential mortgage-backed securities 3.8 3.6
   Foreign government obligations 3.5 3.6
   Commercial mortgage-backed securities 1.8 1.9
   Government sponsored entities - 0.1
      Total fixed maturities 81.2 82.8
   Equity securities 9.2 8.0
   Limited partnerships (equity basis) 9.6 9.2
100.0 % 100.0 %

Fixed Maturity and Short-Term Investments

Fixed maturity and short-term securities comprised ~~75.5%~~69.7% of the market value of the ~~Company’s~~Company's total invested assets at December 31, ~~2012.~~2015. Excluding U.S. government obligations, the fixed maturity portfolio is widely diversified with no concentrations in any single industry, geographic location or municipality. The largest amount invested in any single issuer was ~~$7.3~~$8.4 million (1.1% of total invested assets) although most individual investments, other than municipal bonds, are less than $750,000. The ~~Company’s~~Company's fixed maturity portfolio has a ~~very~~ short duration compared to the duration of its insurance liabilities and, accordingly, the Company does not actively trade fixed maturity securities but typically holds such investments until maturity. Exceptions exist in ~~the rare~~ instances where the underlying credit for a specific issue is deemed to be diminished. In such cases, the security will be considered for disposal prior to maturity. In addition, fixed maturity securities may be sold when realignment of the portfolio is considered beneficial (i.e., moving from taxable to non-taxable issues) or when valuations are considered excessive compared to alternative investments.

The Investment Committee has determined that the ~~Company’s insurance subsidiaries~~Company's Insurance Subsidiaries will, at all times, hold high grade fixed maturity securities and short-term investments with a market value equal to at least 100% of reserves for losses and loss expenses and unearned premiums, net of applicable reinsurance credits. At December 31, ~~2012,~~2015, investment grade bonds and short-term instruments held by ~~insurance subsidiaries~~Insurance Subsidiaries equaled ~~148%~~136% of designated underwriting liabilities, thus providing a substantial margin above this conservative guideline.

The Company's concentration of fixed maturity funds in relatively short-term investments provides it with a level of liquidity which is more than adequate to provide for its anticipated cash flow needs.

The following comparison of the Company's fixed maturity and short-term investment portfolios, using par value as a basis, shows the changes in contractual maturities in the portfolio during ~~2012.~~2015. Note that the expected average maturity of the portfolio is less than the contractual maturity average life shown below because the

~~- 14 -~~

Company has, in some cases, the right to put obligations and borrowers have, in some cases, the right to call or prepay obligations with or without call or prepayment penalties.

	2015			2014
Less than one year		28.4	%		37.3	%
1 to 5 years		49.6			37.7
5 to 10 years		8.8			10.9
More than 10 years		13.2			14.1
		100.0	%		100.0	%

Average contractual life of portfolio (years)		4.6			4.8

2012 2011
Less than one year 43.5 % 48.8 %
1 to 5 years 42.4 41.4
5 to 10 years 5.1 2.8
More than 10 years 9.0 7.0
100.0 % 100.0 %

Average life of portfolio (years) 3.6 3.1

Approximately ~~$42.6~~$61.3 million of fixed maturity investments ~~(6.3%~~(8.4% of total invested assets) consists of bonds rated as less than investment grade by the National Association of Insurance Commissioners at year end. These investments include a diversified portfolio of ~~nearly 100~~over 40 investments ~~including insurance linked securities~~ with a cost basis of approximately ~~$42.2~~$64.5 million.

- 13 -

The market value of the consolidated fixed maturity portfolio was ~~$5.1~~$5.4 million ~~greater~~lower than cost at December 31, ~~2012,~~2015, before income taxes, which compares to a ~~$.5~~$3.6 million unrealized ~~gain~~loss at December 31, ~~2011.~~2014, with the change due primarily to the decline in oil prices and the strengthening of the U.S. Dollar. The Company analyzes fixed maturity securities for other-than-temporary impairment ~~(“OTTI”~~("OTTI") in accordance with the Financial Accounting Standards Board ~~(“FASB”~~("FASB") OTTI guidance. As has been the ~~Company’s~~Company's consistent policy, other-than-temporary impairment is considered for any individual issue which has sustained a decline in current market value of at least 20% below original or adjusted cost, and the decline is ongoing for more than 6six months, regardless of the evaluation of the creditworthiness of the issuer or the specific issue. Additionally, the Company takes into account any known subjective information in evaluating for impairment without consideration to the ~~Company’s~~Company's 20% ~~threshold.~~threshold. In ~~2012,~~2015, the net effect of OTTI adjustments to fixed maturity securities was a ~~$.1~~charge against income of $4.7 million ~~recovery,~~ with securities owned at year end having only an insignificant non-credit related loss treated as unrealized. In 2011, the net effect of OTTI adjustments to fixed maturity securities was $.6 million with securities owned at year end having a $.1 million non-creditcredit related loss treated as unrealized. The current net unrealized gain on fixed maturity securities consists of ~~$6.4~~$4.1 million of gross unrealized gains and ~~$1.3~~$9.5 million of gross unrealized losses. The gross unrealized loss equals approximately 2.2% of the cost of all bonds in this category.

Equity Securities

Because of the large amount of high quality fixed maturity investments owned, relative to the ~~Company’s~~Company's loss and loss expense reserves and other liabilities, amounts invested in equity securities are not needed to fund current operations and, accordingly, can be committed for long periods of time. Equity securities comprise ~~15.7%~~19.9% of the market value of the consolidated investment portfolio at December 31, ~~2012,~~2015, but only ~~9.2%~~12.0% of the related adjusted cost basis, as long-term holdings have appreciated significantly. The ~~Company’s~~Company's equity securities portfolio consists of over ~~160~~200 separate issues with diversification from large to small capitalization issuers and among several industries. The largest single equity issue owned has a market value of ~~$3.6~~$6.2 million at December 31, ~~2012 (.5%~~2015 (0.9% of total invested assets).

although the average equity holding of an individual issuer is less than $150,000.

In general, the Company maintains a buy-and-hold philosophy with respect to equity securities. Many current holdings have been continuously owned for more than ten years, ~~accounting~~which accounts for the fact that the portfolio, in total, carries a ~~$42.1~~$60.0 million pre-tax unrealized gain at the current year end using original cost and over ~~$49.4~~$65.3 million in unrealized gains using cost adjusted for previous other-than-temporary ~~impairment.~~impairment adjustments. An individual equity security will be disposed of when it is determined by investment managers or the Investment Committee that there is little potential for future appreciation. All equity securities are considered to be available for sale although portfolio turnover has historically been very low. Securities are not sold to meet any quarterly or annual earnings quotas but, rather, are disposed of only when market conditions are deemed to dictate, regardless of the impact, positively or negatively, on current period earnings. In addition, equity securities may be sold when realignment of the portfolio is considered beneficial or when valuations are considered excessive compared to alternative investments. Sales of equity securities during ~~2012~~2015 generated both gains and losses but netted to a realized gain of ~~$2.4~~$8.4 million before taxes.

~~- 15 -~~

The net effect of other-than-temporary impairment adjustments, including recovery of prior year write downs upon sale or disposal, increased investment gains from equity securities by ~~$.3~~$1.3 million for the year before taxes. The reclassification of unrealized losses to realized losses occurred on each individual issue where the current market value was at least 20% below original or adjusted cost, and the decline was ongoing for more than 6six months at the date of write-down, regardless of the evaluation of the issuer or the potential for recovery. Additionally, for any equity security where the decline has existed for a period of at least one year, the decline is treated as an other-than-temporary impairment, regardless of the percentage decline. Further, the Company takes into account any known subjective information in evaluating for impairment without consideration to the ~~Company’s~~Company's 20% threshold. Net unrealized gains on the equity security portfolio were ~~$49.4~~$65.3 million, before tax at December 31, ~~2012~~2015 compared to ~~$40.4~~$83.3 million at December 31, ~~2011.~~2014. The current net unrealized gain consists of ~~$51.1~~$70.4 million of gross unrealized gains and ~~$1.7~~$5.1 million of gross unrealized losses.

Limited Partnerships

~~For several years, the~~The Company ~~has invested~~invests in various limited partnerships engaged in securities trading activities, real estate development or small venture capital funding, as an alternative to direct equity investments. The funds used for these investments are part of the ~~Company’s~~Company's excess capital strategy. At December 31, ~~2012, the~~2015, aggregate ~~original investment~~funds invested in ~~the~~ limited partnerships was ~~$29.5~~$31.0 million and the aggregate carrying value was ~~$60.0~~$75.5 million, comprising ~~8.8%~~10.3% of the market value of invested assets.

- 14 -

As a group, these investments experienced ~~increases~~decreases in value during ~~2012,~~2015, with the aggregate of the ~~Company’s~~Company's share of such ~~gains~~losses reported by the limited partnerships totaling approximately ~~$7.1~~$1.7 million. The ~~increase~~decrease in value is composed of estimated realized ~~losses~~gains of ~~$1.5~~$6.5 million and ~~increases~~decreases in estimated unrealized gains of ~~$8.6~~$8.2 million. On an inception-to-date basis, active limited partnerships have produced estimated realized income of ~~$26.1~~$38.8 million and estimated unrealized income of ~~$4.4~~$5.1 million.

The Company follows the equity method of accounting for its limited partnership investments and, accordingly, records the total change in value as a component of net gains or losses on investments. However, readers are cautioned that, to the extent that reported increases in equity value are unrealized, they can be reduced or eliminated quickly by volatile market conditions. Further, assets purchased with reinvested realized gains can also diminish in value. In addition, a significant minority of the investments included in the limited partnerships do not have readily ascertainable fair market values and, accordingly, values assigned by the general partners may not be realizable upon the sale or disposal of the related assets, which may not occur for several years. Limited partnerships also are highly illiquid investments and the ~~Company’s~~Company's ability to withdraw funds is generally subject to significant restrictions.

Investment Yields

Interest rates, particularly those on the short end of the yield curve where the vast majority of the ~~Company’s~~Company's fixed maturity investments are maintained, continued at historically low levels during ~~2012. As a result, pre-tax~~2015. Pre-tax net investment income ~~decreased $.8~~increased $3.4 million, or 7%38% and after tax income ~~decreased $.7~~increased $2.2 million, or 9%32% during ~~2012.~~2015 reflecting a larger concentration in high-yield bonds and higher average invested assets from continuing positive cash flow from operations. A comparison of consolidated investment yields, before consideration of investment management expenses, is as follows:

	2012		2011		2015			2014
Before federal tax:
Investment income	2.1	%	2.4	%		2.5	%		2.0	%
Investment income plus investment gains (losses)	3.6		(0.9)			2.3			4.3

After federal tax:
Investment income	1.6		1.8			1.8			1.5
Investment income plus investment gains (losses)	2.5		(0.4)			1.7			2.9

Readers are also directed to the Results of Operations ~~beginning on page 25~~ of this document for additional details of investment operations.

~~- 16 -~~

Regulatory Framework

The ~~Company’s~~Company's businesses are currently subject to insurance industry regulation by each of the fifty states in which the ~~Company’s~~Company's subsidiaries are licensed. In addition, minor portions of the ~~Company’s~~Company's business are subject to regulation by Bermudian and Canadian federal and provincial authorities. There can be no assurance that laws and regulations will not be changed by one or more of these regulatory bodies in ways that will require the Company to modify its business models and objectives. In particular, the United States federal government continues to undertake a substantial review and revision of the regulation and supervision of financial institutions, including insurance companies as well as tax laws and regulation, which could impact the ~~Company’s~~Company's operations and performance. While it is currently expected that federal government regulation will be focused on the largest financial companies, additional regulations are likely to increase the cost of compliance to the Company. Further, while management is not aware of any significant pending changes, the Company is also subject to regulatory risks from changes to state and federal tax laws that may affect the treatment of insurance related deductions or income recognition.

Additionally, changes in laws and regulations governing the insurance industry could have an impact on the ~~Company’s~~Company's ability to generate historical levels of income from its insurance operations. The Company is obliged to comply with numerous complex and varied governmental regulations in order to maintain its authority to write insurance business. While the Company has ~~consistently~~continuously maintained each of its licenses without exception, failure to maintain compliance could result in governmental regulators temporarily preventing the Company from writing new business, ~~and therefore~~thus having a detrimental effect on the Company. Also, the ability for the ~~Company’s insurance subsidiaries~~Company's Insurance Subsidiaries to increase insurance rates is heavily regulated for significant portions of the ~~Company’s~~Company's business and such rate increases ~~can be~~are often denied or delayed for substantial periods by regulators.

- 15 -

~~Employees~~

Employees

As of December 31, ~~2012,~~2015, the Company had ~~360~~438 employees, an increase of 3013 employees from the prior year end.

Competition

The insurance brokerage and agency business is highly competitive. B&L competes with a large number of insurance brokerage and agency firms and individual brokers and agents throughout the country, many of which are considerably larger than B&L. B&L also competes with insurance companies which write insurance directly with their customers.

Insurance underwriting is also highly competitive. The Insurance Subsidiaries compete with other stock and mutual companies and inter-insurance exchanges (reciprocals). There are numerous insurance companies offering the lines of insurance which are currently written or may in the future be written by the Insurance Subsidiaries. Many of these companies have been in business for longer periods of time, have significantly larger volumes of business, offer more diversified lines of insurance coverage and have significantly greater financial resources than the Company. In many cases, competitors are willing to provide coverage for rates lower than those charged by the Insurance Subsidiaries. Many potential clients self-insure workers' compensation and other risks for which the Company offers coverage, and some concerns have organized "captive" insurance companies as subsidiaries through which they insure their own operations. Some states have workers' compensation funds that preclude private companies from writing this business in those states. Federal law also authorizes the creation of "Risk Retention Groups" which may write insurance coverages similar to those offered by the Company.

The Company believes it has a competitive advantage in its major lines of business as the result of the extensive experience of its long-tenured management and staff, its superior service and products, its willingness to custom build insurance programs for its customers, its centralized location with ready access to management, its extensive proprietary data bases and the ~~extensive~~ use of technology with respect to its insureds and independent agent force. However, the Company is not ~~“top-line”~~"top-line" oriented and will readily sacrifice premium volume during periods of unrealistic rate competition. Accordingly, should competitors determine to ~~“buy”~~"buy" market share with unprofitable rates, the ~~Company’s~~Company's Insurance Subsidiaries will generally experience a decline in business until pricing returns to profitable levels.

~~- 17 -~~

Availability of Documents

This Form 10-K as well as the ~~Company’s~~Company's Audit Committee Charter and Code of Conduct will be sent to shareholders without charge upon written request to the ~~Company’s~~Company's Investor Contact at the corporate address. These documents, along with all other filings with the Securities and Exchange Commission are available for review, download or printing from the ~~Company’s~~Company's web site at www.baldwinandlyons.com.

Item 101(b), (c)(1)(i) and (vii), and (d) of Regulation S-K:

Reference is made to Note J to the consolidated financial statements which provide information concerning industry segments and is filed herewith under Item 8, Financial Statements and Supplementary Data.

- 16 -

Item 1A. RISK FACTORS

·●

The Company operates in the Property and Casualty insurance industry where many of its competitors are larger with far greater resources. Further, this industry is heavily regulated. Changes in laws and regulations governing the insurance industry could have a significant impact on the ~~Company’s~~Company's ability to generate income from its insurance operations. The ~~Company’s principal subsidiaries~~Company's Insurance Subsidiaries, as a group, are regulated and licensed in all 50 of the United States, the District of Columbia, all Canadian provinces, Puerto Rico and Bermuda. The Company is obliged to comply with numerous complex and varied governmental regulations in order to maintain its authority to write insurance business. Failure to maintain compliance could result in various governmental regulators preventing the Company from writing new business and therefore having a material impact on the Company. Further, the ability for the ~~Company’s insurance subsidiaries~~Company's Insurance Subsidiaries to adjust insurance rates is regulated for significant portions of the ~~Company’s~~Company's business and ~~such~~needed rate adjustments can be denied or delayed for substantial periods by regulators.

●

The Company's main insurance subsidiary, Protective, currently has a financial strength rating of "A+" (Superior) by A.M. Best. A decline in the Company's rating below "A-" could adversely affect the Company's position in the insurance market, make it more difficult to market the Company's insurance products and cause a significant reduction in the Company's premiums and earnings. A downgrade could result in a loss of a number of insurance contracts the Company writes and in a substantial loss of business to other competitors. Financial ratings are an important factor influencing the competitive position of insurance companies. A.M. Best ratings, which are commonly used in the insurance industry, currently range from "A++" (Superior) to "F" (In Liquidation). The objective of A.M. Best's rating system is to provide potential policyholders and other interested parties an expert independent opinion of an insurer's financial strength and ability to meet ongoing obligations, including paying claims. This rating is subject to periodic review and may be revised downward, upward or revoked at the sole discretion of A.M. Best.

·●

The Company has two classes of common stock with unequal voting rights. The Company is effectively controlled by its principal stockholders and management, which limits other ~~stockholders’~~stockholders' ability to influence operations. The ~~Company’s~~Company's executive officers, directors and principal stockholders and their affiliates control ~~nearly 63%~~approximately 58% of the outstanding shares of voting Class A common stock and ~~33%~~approximately 28% of the outstanding shares of non-voting Class B common stock. These parties effectively control the Company, direct its affairs, and exert significant influence in the election of directors and approval of significant corporate transactions. The interests of these stockholders may conflict with those of other stockholders, limit marketability of the stock and this concentration of voting power has the potential to delay, defer or prevent a change in control.

·●

The Company limits its risk of loss from policies of insurance issued by its Insurance Subsidiaries through the purchase of reinsurance coverage from other insurance companies. Such reinsurance does not relieve the Company from its responsibility to policyholders should the reinsurers be unable to meet their obligations to the Company under the terms of the underlying reinsurance agreements. As a result, ~~we are~~the Company is subject to credit risk relating to our ability to recover amounts due from reinsurers. While the Company has not experienced any significant reinsurance losses for over twenty five years, ~~certain~~a small number of our less significant historical reinsurance carriers have experienced deteriorating financial conditions or have been downgraded by rating ~~agencies.~~agencies and provisions for potential uncollectible balances from these reinsurers have been established. If ~~we are not able~~the Company is unable to collect the amounts due to usit from reinsurers, ~~the resultant~~any unreserved credit losses could ~~materially~~ adversely affect ~~our~~its results of operations, equity, business and insurer financial strength.

·●

Operating in the Property and Casualty insurance industry, the Company is exposed to loss from policies of insurance issued to its policyholders. A large portion of the provision for losses recorded by the Company ~~are~~is composed of estimates of future loss payments to be made. Such estimates of future loss payments may prove to be inadequate. ~~Reserves~~Loss and loss expense reserves represent ~~our~~management's best estimate at a given point in ~~time. Insurance reserves~~time but are not an exact calculation of ~~liability but instead~~ultimate liability. Rather, they are complex estimates derived by ~~us, generally~~ utilizing a variety of reserve estimation techniques from numerous assumptions and expectations about future events, many of which are highly uncertain, such as estimates of claims severity, frequency of claims, inflation, claims handling, case reserving policies and procedures, underwriting and pricing policies, changes in the legal and regulatory environment and the lag time between the occurrence of an insured event and the time of its ultimate settlement. Many of these uncertainties are not precisely quantifiable and require significant judgment on ~~our~~management's part. As trends in underlying claims develop, particularly in so-called ~~“long tail”, we are~~"long tail" lines where the adjudication of claims can take many years, management is sometimes required to revise ~~our~~ reserves. This results in a charge to ~~our~~the Company's earnings in the amount of the adjusted reserves, recorded in the period the change in estimate is made. These charges can be substantial and can potentially have a material impact, either positively or negatively, on ~~our~~ calendar year results of operations and ~~shareholders’~~shareholders' equity.

- 1817 -

●

AWhile much less significant in the past few years, a portion of the risk underwritten by the ~~insurance subsidiaries covers~~Insurance Subsidiaries prior to June 30, 2015 covered property losses resulting from catastrophic events on a worldwide basis. The occurrence and valuation of loss events for this business is highly unpredictable and a single catastrophic event could result in a materially significant loss to the Company. Catastrophe losses are an inevitable part of our business. Various events can cause catastrophe losses, including hurricanes, windstorms, earthquakes, hail, explosions, severe winter weather, and fires, and their frequency and severity are inherently unpredictable. In addition, longer-term natural catastrophe trends may be changing and new types of catastrophe losses may be developing due to climate change, a phenomenon that has been associated with extreme weather events linked to rising temperatures, and includes effects on global weather patterns, greenhouse gases, sea, land and air temperatures, sea levels, rain, and snow. The extent of our losses from catastrophes is a function of both the total amount of our insured exposures in the affected areas and the severity of the events themselves. In addition, as in the case of catastrophic losses generally, it can take many months, or even years, for the ultimate cost ~~to us~~ to be finally determined. As our claim experience develops on a particular catastrophe, wemanagement may be required to adjust ~~our~~recorded reserves to reflect our revised estimates of the total cost of claims. While the eventual occurrence of catastrophic losses is expected, we are prohibited by U.S. generally accepted accounting principles from establishing reserves for the expected future occurrence of these losses (such as is done in the life insurance industry). Accordingly, upon the occurrence of such a loss, it will likely have a material adverse impact on the Company’s results of operations in the quarter in which it occurs.

·●

The Company derives a significant percentage of its direct premium volume from ~~FedEx Ground Systems, Inc. (“FedEx Ground”) and~~ certain ~~of its~~FedEx subsidiaries and related entities ("FedEx"), and from insurance coverage provided to ~~independent~~FedEx's contracted service ~~providers under contract with FedEx Ground.~~providers. While the loss of this major customer could severely ~~reduce~~impact the ~~Company’s~~Company's revenue ~~and~~ earnings potential and A.M. Best rating, insurance programs provided to FedEx ~~Ground~~ and programs provided to the ~~independent~~contracted service providers ~~under contract with FedEx Ground~~ are not necessarily dependent upon one another and, therefore, could be viewed as separate entities.

·●

The Company, through its Insurance Subsidiaries, requires collateral from its insureds covering the ~~insureds’~~insureds' obligations for self-insured retentions or deductibles related to policies of insurance provided. Should the Company, as surety, become responsible for such insured obligations, the collateral held may prove to be insufficient. In this regard, FedEx ~~Ground and certain of its subsidiaries and related entities,~~ utilizes significant self-insured retentions and deductibles under policies of insurance provided by the ~~Company’s insurance subsidiaries.~~Company's Insurance Subsidiaries. In the case of FedEx, ~~Ground,~~ the Company has determined that the financial strength of the customer is sufficient to allow for holding only partial collateral at this time. Should the Company become responsible for this ~~customer’s~~entire customer's self-insured retention and deductible obligations, the collateral held ~~could~~would be insufficient and the Company ~~could~~would sustain a significant operating loss.

·●

Given the ~~Company’s~~Company's significant interest-bearing investment portfolio, a material drop in interest rates ~~would~~could have an adverse impact on the ~~Company’s~~Company's earnings and, potentially, its financial position. Conversely, anbecause of the inverse relationship between interest rates and the market value of bonds, a material increase in interest rates could have a significant temporary negative impact on the market value of the ~~Company’s~~Company's fixed maturity investment portfolio. The functioning of the fixed income markets, the values of the investments the Company holds and the ~~Company’s~~Company's ability to liquidate them may be adversely affected if those markets are disrupted by a change in interest rates or otherwise affected by significant negative factors, including, without limitation: local, national, or international events, such as regulatory changes, wars, or terrorist attacks; a recession, depression, or other adverse developments in either the U.S. or other economies that adversely affects the value of securities held in the ~~Company’s~~Company's portfolio; financial weakness or failure of one or more financial institutions that play a prominent role in securities markets or act as a counterparty for various financial instruments, which could further disrupt the markets; inactive markets for specific kinds of securities, or for the securities of certain issuers or in certain sectors, which could result in decreased valuations and impact the ~~Company’s~~Company's ability to sell a specific security or a group of securities at a reasonable price when desired; a significant change in inflation expectations, or the onset of deflation or stagflation. If the fixed-income portfolio were to suffer a decrease in value to a substantial degree, the ~~Company’s~~Company's liquidity, financial position, and financial results could be materially adversely affected. Under these circumstances, the ~~Company’s~~Company's income from these investments could be materially reduced, and declines in the value of certain securities could further reduce the ~~Company’s~~Company's results of operations, equity, business and insurer financial strength.

·●

The Company has a large portfolio of equity securities and limited partnership investments which can fluctuate in value with a wide variety of market conditions. A decline in the aggregate value of the equity securities and limited partnership investments would result in a commensurate decline in the ~~Company’s~~Company's shareholders equity, either through the income statement or directly to ~~surplus.~~equity. The resultant decline could, at least temporarily, materially adversely affect the ~~Company’s~~Company's results of operations, equity, business and insurer financial strength ratings.

- 18 -

●

Technological advances, including those specific to the transportation industry, could present the Company with added competitive risks. An increase in accident prevention technologies and the growth of autonomous or partially autonomous vehicles could reduce the amount of accidents over time and shift the liability from the owner of the vehicle to the manufacturer, which would cause automobile insurance to become a smaller portion of the Company's overall Property and Casualty insurance book of business. Innovations in telematics and the increase in usage-based information have become more important and will likely change the way premiums are determined in the future. These advances in technology could materially change the way products in the transportation industry are designed, priced and underwritten and it will take time for the Company to adjust to these changes.

●

The Company's operations rely upon complex and expensive information technology systems for interacting with policyholders, brokers and employers. The Company's success involves providing customers with easy-to-use products and ensuring the Company's workforce has the technology to support the customer base. The pace at which information systems must be upgraded is continually increasing, requiring an ongoing commitment of significant resources to maintain or upgrade to current standards. The Company's success is reliant on developing and expanding the effectiveness of existing systems and continuing to enhance information systems that support the Company's operations in a cost effective manner.

●

The Company relies upon the information technology systems and other operational systems and on the integrity and timeliness of data to run the businesses and service the customers. These systems may fail to operate properly or become disabled as a result of events or circumstances wholly or partly beyond our control. Despite our implementation of a variety of security measures, the information technology and other systems could be subject to physical or electronic break-ins, unauthorized tampering or other cyber security breaches, resulting in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to customers, or in theft of intellectual property or proprietary information. A failure to maintain proper security, confidentiality or privacy of sensitive data residing on such systems could delay or disrupt the Company's ability to do business and service customers, harm the Company's reputation, subject the Company to litigation, regulatory fines, a loss of customers and revenues or otherwise adversely affect the business.

●

Changes in current accounting practices and future pronouncements may materially impact the Company's reported financial results. Developments in accounting practices may require the Company to incur considerable additional expenses to comply with such developments, particularly if the Company is required to prepare information relating to prior periods for comparative purposes or to apply the new requirements retroactively. The impact of changes in current accounting practices and future pronouncements cannot be predicted but may affect the calculation of net income, net equity and other historical financial statement line items that are important to users of the financial statements. Changes could also introduce significant volatility in the Company's results of operations, equity, business and insurer financial strength.

~~- 19 -~~

Item 2. PROPERTIES

The Company ~~leases~~owns its home office space at 1099 North Meridian Street, Indianapolis, Indiana. This building is located approximately one mile from downtown Indianapolis. The lease covers approximately 81,000 square feet and expires in August, 2013. In March, 2013, the Company purchased a building and the adjacent real estate in Carmel, Indiana, approximately 1314 miles from ~~its present leased premises, and will relocate all operations to this new building by the end of August, 2013.~~downtown Indianapolis. The ~~new~~home office building contains a total of ~~184,000~~181,000 usable square feet and the Company ~~intends to occupy~~currently occupies approximately ~~60%~~70% of this space with the remainder being leased to non-affiliated ~~entities.~~entities on relatively short-term leases.

The Company also owns a building and the adjacent real estate in Indianapolis, approximately ~~eleven~~nine miles from its main office ~~(nine miles from the new office headquarters~~ in ~~Carmel, Indiana).~~Carmel. The building contains approximately 15,000 square feet of usable space, and is used primarily for off-site data storage and as a contingent back up and disaster recovery site.

The Company's entire operations are conducted from these facilities. The current ~~and new~~ facilities are expected to be adequate for the Company's operations for the foreseeable future.

- 19 -

Item 3. LEGAL PROCEEDINGS

In the ordinary, regular and routine course of their business, the Company and its Insurance Subsidiaries are frequently involved in various matters of litigation relating principally to claims for insurance coverage provided. No currently pending matter is deemed by management to be material to the Company.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Nothing to report.

~~Space intentionally left blank~~

- 20 -

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The ~~Company’s~~Company's Class A and Class B common stocks are traded on The NASDAQ Stock Market® under the symbols BWINA and BWINB, respectively. The Class A and Class B common shares have identical rights and privileges except that Class B shares have no voting rights other than on matters for which Indiana law requires class voting. As of December 31, ~~2012,~~2015, there were approximately 400 record holders of Class A Common Stock and approximately 1,000 record holders of Class B Common Stock.

The table below sets forth the range of high and low sale prices for the Class A and Class B Common Stock for ~~2012~~2015 and ~~2011,~~2014, as reported by NASDAQ and published in the financial press. The quotations reflect interdealer prices without retail markup, markdown or commission and do not necessarily represent actual transactions.

									Cash										Cash
	Class A				Class B				Dividends		Class A				Class B				Dividends
	High		Low		High		Low		Declared		High		Low		High		Low		Declared

2012:
2015:
Fourth Quarter	$	24.41	$	22.01	$	24.50	$	21.36	$	.25	$	24.89	$	22.43	$	24.99	$	21.27	$	.25
Third Quarter		23.99		21.43		24.33		21.71		.25		24.40		21.04		23.69		21.85		.25
Second Quarter		25.80		20.51		23.50		20.41		.25		24.40		22.50		24.36		22.02		.25
First Quarter		24.99		21.12		23.58		20.37		.25		27.63		22.57		25.80		23.00		.25

2011:
2014:
Fourth Quarter		25.43		21.41		24.40		20.22		.25		24.80		23.25		27.44		24.19		.25
Third Quarter		26.50		23.00		25.58		20.02		.25		24.50		23.25		26.68		24.55		.25
Second Quarter		27.00		20.72		24.46		21.51		.25		25.20		22.89		26.94		24.36		.25
First Quarter		22.39		19.99		24.54		21.22		.25		24.88		22.06		27.24		23.40		.25

The Company has paid quarterly cash dividends continuously since 1974. The current regular quarterly dividend rate ~~is $.25~~has been increased to $.26 per ~~share.~~share, effective February 2016. The Company expects to continue its policy of paying regular cash dividends although there is no assurance as to future dividends because they are dependent on future earnings, capital requirements and financial conditions and are subject to regulatory restrictions. ~~At times, the Company has paid an extra cash dividend in recognition of the Company’s more than adequate capitalization and favorable earnings.~~ The Board intends to address the subject of dividends at each of its future meetings considering the ~~Company’s~~Company's earnings, returns on investments and its capital ~~needs; however, shareholders should not expect extra dividends, if any, in the future to follow any predetermined pattern.~~

needs.

- 21 -

Corporate Performance

The following graph shows a five year comparison of cumulative total return for the ~~Corporation’s~~Corporation's Class B common shares, the NASDAQ Insurance Stock Index and the Russell 2000 Index. The basis of comparison is a $100 investment at December 31, ~~2007,~~2010, in each of (i) Baldwin & Lyons, Inc., (ii) Nasdaq Insurance Stocks, and (iii) the Russell 2000 Index. All dividends are assumed to be reinvested.

	Period Ending
Index	12/31/10		12/31/11		12/31/12		12/31/13		12/31/14		12/31/15
Baldwin & Lyons, Inc.		100.00		96.80		110.86		132.22		129.80		126.28
NASDAQ Insurance Index		100.00		105.63		123.41		161.85		178.92		194.53
Russell 2000		100.00		95.82		111.49		154.78		162.35		155.18

Period Ending
Index 12/31/07 12/31/08 12/31/09 12/31/10 12/31/11 12/31/12
Baldwin & Lyons, Inc. 100.00 69.48 98.94 103.59 100.27 114.84
NASDAQ Insurance Index 100.00 90.40 93.38 110.31 116.52 136.14
Russell 2000 100.00 66.21 84.20 106.82 102.36 119.09

- 22 -

Item 6. SELECTED FINANCIAL DATA

Year Ended December 31
2012 2011 2010 2009 2008
(Dollars in thousands, except per share data)

Direct and assumed premiums written $ 341,286 $ 334,526 $ 295,802 $ 250,159 $ 221,942

Net premiums earned 237,461 244,570 214,738 181,300 182,299

Net investment income 9,930 10,729 11,335 13,971 17,063

Net gains (losses) on investments 9,011 (17,803 ) 16,485 30,816 (47,750 )

Losses and loss expenses incurred 138,088 215,555 145,952 99,351 115,752

Net income (loss) 31,919 (28,175 ) 25,015 44,802 (7,713 )

Earnings per share -- net income (loss) 1
2.15 (1.90 ) 1.69 3.04 (.51 )

Cash dividends per share 2
1.00 1.00 2.25 1.00 1.00

Investment portfolio 3
681,856 637,681 635,174 622,085 545,491

Total assets 983,024 905,294 837,946 851,315 777,743

Shareholders' equity 346,712 319,061 368,735 372,943 330,067

Cost of treasury shares purchased - - - 880 8,908

Book value per share 1
23.25 21.49 24.90 25.31 22.32

Underwriting ratios 4

   Losses and loss expenses 58.1 % 88.1 % 68.0 % 54.8 % 63.5 %

   Underwriting expenses 30.8 % 30.2 % 31.0 % 35.8 % 30.9 %

   Combined 88.9 % 118.3 % 99.0 % 90.6 % 94.4 %
The table below provides selected consolidated financial data of the Company.   The information has been derived from our consolidated financial statements for each of the years in the five year period ended December 31, 2015. You should read this selected consolidated financial data in conjunction with the audited consolidated financial statements and notes as of and for the year ended December 31, 2015 included in Part II, Item 8 "Financial Statements and Supplementary Data", and Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this Annual Report on Form 10-K.

	Year Ended December 31
	2015			2014			2013			2012			2011
	(Dollars in thousands, except per share data)

Direct and assumed premiums written	$	383,553		$	382,388		$	369,476		$	341,286		$	334,526

Net premiums earned		263,335			261,627			252,743			237,461			244,570

Net investment income		12,498			9,055			8,770			9,930			10,729

Net gains (losses) on investments		(1,261	)		14,930			23,515			9,011			(17,803	)

Losses and loss expenses incurred		155,750			159,596			150,701			138,088			215,555

Net income (loss)		23,283			29,717			36,588			31,919			(28,175	)

Earnings per share -- net income (loss) ¹		1.55			1.98			2.45			2.15			(1.90	)

Cash dividends per share		1.00			1.00			1.00			1.00			1.00

Investment portfolio ²		729,877			757,421			703,259			681,856			637,681

Total assets		1,085,771			1,144,247			1,072,270			983,024			905,294

Shareholders' equity		394,498			399,496			381,724			346,712			319,061

Book value per share ¹		26.25			26.67			25.57			23.25			21.49

Underwriting ratios ³

Losses and loss expenses		59.2	%		61.0	%		59.6	%		58.1	%		88.1	%

Underwriting expenses		32.2	%		32.0	%		32.4	%		30.8	%		30.2	%

Combined		91.4	%		93.0	%		92.0	%		88.9	%		118.3	%

¹ Earnings and book value per share are adjusted for the dilutive effect of stock options outstanding.

² Includes money market instruments classified with cash in the Consolidated Balance Sheets.

2	~~Includes extra dividend of $1.25 for 2010.~~

3	~~Includes money market instruments classified with cash in the Consolidated Balance Sheets.~~

4	³ Data is for all coverages combined, does not include fee income and is presented based upon U.S. generally accepted accounting principles.

- 23 -

~~During 2011 the Company sustained a net loss. Accordingly, the anti-dilutive effect of 19,983 shares was excluded from the calculation of the average shares outstanding.~~

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Note L - Concentrations of Credit Risk

The Company writes policies of excess insurance attaching above self-insured retentions ("SIR") and also writes policies that contain ~~large,~~ per-claim deductibles. Those losses and claims that fall within the SIR limits are obligations of the insured; however, the Company writes surety bonds in favor of various regulatory agencies guaranteeing the ~~insureds’~~insureds' payment of claims within the SIR. Further, specified portions of losses and claims incurred under large deductible policies, while obligations of the Company, are contractually reimbursable to the Company from the insureds. The Company requires collateral from its insureds to serve as a source of reimbursement if the Company is obligated to pay claims within the SIR by reason of an ~~insured’s~~insured's default or if the insured fails to reimburse the Company for deductible amounts paid by the Company.

Acceptable collateral may be provided in the form of letters of credit on Company approved banks, Company approved marketable securities or cash. At December 31, ~~2012,~~2015, the Company held collateral in the aggregate amount of ~~$197,978.~~

~~- 60 -~~

~~Note L - Concentrations of Credit Risk (Continued)~~

$248,637.

The amount of collateral required of an insured is determined by the financial condition of the insured, the type of obligations guaranteed by the Company, estimated reserves for incurred losses within the SIR or deductible that have been reported to the insured or the Company, estimated incurred but not reported losses, and estimates for losses that are expected to occur, within the SIR or deductible, prior to the next collateral adjustment date. In general, the Company attempts to hold collateral equal to 100% of the ultimate losses that would be paid by or due the Company in the event of an ~~insured’s~~insured's default. Periodic audits are conducted by the Company to evaluate its exposure and the collateral required. If a deficiency in collateral is noted as the result of an audit, additional collateral is requested immediately. Because collateral amounts contain numerous estimates of the ~~Company’s~~Company's exposure, are adjusted only periodically and are sometimes reduced based on the superior financial condition of the insured, the amount of collateral held by the Company at a given point in time may not be sufficient to fully reimburse the Company for all of its guarantees or amounts due in the event of an ~~insured’s~~insured's default. In that regard, the Company is not fully collateralized for the guarantees made for, or the deductible amounts that may be due from FedEx Ground and certain of its subsidiaries and related entities, and in the event of their default, such default may have a material adverse impact on the Company. The Company estimates its uncollateralized exposure related to this customer to be as much as ~~31%~~47% of shareholders' equity at December 31, ~~2012.~~2015.

~~In addition, the~~The Company's balance sheet includes paid and estimated unpaid amounts recoverable from reinsurers under various agreements totaling ~~$175,191~~$232,735 at December 31, ~~2012, as more fully discussed in Note D - Reinsurance.~~2015. These recoverables are ~~largely uncollateralized.~~only partially collateralized. The two largest ~~estimated amount~~amounts due from an individual ~~reinsurer was $51,493, for which the Company holds approximately $43,600 in collateral. The second largest estimated amount due was $21,753~~reinsurers, net of collateral and offsets, were $36,796 and $17,817 at December 31, ~~2012.~~2015.

Investments in limited partnerships include an aggregate of ~~$39,745~~$45,009 invested in ~~three~~two limited partnerships, New Vernon India Fund and New Vernon Global Opportunity ~~Fund and New Vernon Aegir~~ Fund which are managed by organizations in which ~~three~~four directors of the Company are executive officers, directors and owners.

Note M – Acquisition and related Goodwill and Intangibles

On October 31, 2008, the Company purchased ~~Transportation Specialty Insurance Agency, Inc., (“TIA”) of Toledo, Ohio~~a commercial lines specialty insurance agency for a cash purchase price of $3,500. TIA is a commercial lines specialty insurance agency primarily focusing on the needs of the transportation industry including trucking independent contractors as well as fleet trucking companies. TIAThe acquisition is part of the ~~Company’s~~Company's property and casualty insurance segment. As part of the purchase, the Company recorded goodwill of $3,152 and intangible assets related to customer relationships and employment agreements of $179 which are included in Other Assets in the consolidated balance sheets and ~~has~~have recorded amortization of intangible assets of ~~$28, $35~~$0, $4 and ~~$41~~$17 during ~~2012, 2011~~2015, 2014, and ~~2010,~~2013, respectively. Accumulated amortization onof intangible assets was ~~$158 and $130~~$179 as of December 31, ~~2012~~2015 and ~~2011, respectively.~~

~~Note N – Debt~~

~~The Company maintains a revolving line of credit with a $30,000 limit, with an expiration date of September 23,~~ 2014. Interest on this line of credit is referenced to LIBOR and can be fixed for periods of up to one year at the Company’s option. Outstanding drawings on this line of credit were $10,000 as of December 31, 2012 and 2011. At December 31, 2012, the effective interest rate was 1.11%. The Company has $20,000 remaining unused under the line of credit at December 31, 2012. The current outstanding borrowings were used principally for general corporate purchases.

- 61 -

Note ON – Fair Value

Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The carrying amounts reported in the consolidated balance sheets for cash, accounts receivables, reinsurance recoverable, notes receivable, accounts payable and accrued expenses, income taxes payable, short term borrowings and unearned income approximate fair value because of the short term nature of these items. The following tables summarize fair value measurements by level for assets measured at fair value on a recurring basis:

As of December 31, ~~2012:~~

Description Total Level 1 Level 2 Level 3

U.S. government obligations $ 70,742 $ 70,742 $ - $ -
Residential mortgage-backed securities 25,040 - 25,040 -
Commercial mortgage-backed securities 11,828 - 11,828 -
State and municipal obligations 194,865 - 194,865 -
Corporate securities 118,945 - 107,263 11,682
Options embedded in convertible securities 1,651 - 1,651 -
Foreign government obligations 22,598 - 22,598 -
Total fixed maturities 445,669 70,742 363,245 11,682
Equity securities 107,582 107,582 - -
Short term 4,201 4,201 - -
Cash equivalents 64,450 - 64,450 -
$ 621,902 $ 182,525 $ 427,695 $ 11,682
2015:

Description	Total		Level 1		Level 2		Level 3

Fixed maturities:
U.S. government obligations	$	103,245	$	-	$	103,245	$	-
Residential mortgage-backed securities		4,776		-		4,776		-
Commercial mortgage-backed securities		30,595		-		29,226		1,369
State and municipal obligations		110,578		-		110,578		-
Corporate securities		161,630		-		146,488		15,142
Options embedded in convertible securities		2,395		-		2,395		-
Foreign government obligations		23,965		-		23,683		282
Total fixed maturities		437,184		-		420,391		16,793
Equity securities:
Financial institutions		21,694		21,694		-		-
Industrial & miscellaneous		123,804		123,804		-		-
Total equity securities		145,498		145,498		-		-
Short term		2,220		2,220		-		-
Cash equivalents		69,517		-		69,517		-
Total	$	654,419	$	147,718	$	489,908	$	16,793

As of December 31, ~~2011:~~2014:

Description	Total		Level 1		Level 2		Level 3

Fixed maturities:
U.S. government obligations	$	101,094	$	-	$	101,094	$	-
Residential mortgage-backed securities		6,066		-		6,066		-
Commercial mortgage-backed securities		36,440		-		36,440		-
State and municipal obligations		113,777		-		113,777		-
Corporate securities		164,068		-		151,860		12,208
Options embedded in convertible securities		2,898		-		2,898		-
Foreign government obligations		27,466		-		27,466		-
Total fixed maturities		451,809		-		439,601		12,208
Equity securities:
Financial institutions		25,343		25,343		-		-
Industrial & miscellaneous		136,764		136,764		-		-
Total equity securities		162,107		162,107		-		-
Short term		2,966		2,966		-		-
Cash equivalents		59,309		-		59,309		-
Total	$	676,191	$	165,073	$	498,910	$	12,208

Description Total Level 1 Level 2 Level 3

U.S. government obligations $ 73,137 $ 73,137 $ - $ -
Government sponsored entities 349 - 349 -
Residential mortgage-backed securities 21,872 - 21,872 -
Commercial mortgage-backed securities 11,300 - 11,300 -
State and municipal obligations 190,035 - 190,035 -
Corporate securities 90,141 - 73,091 17,050
Options embedded in convertible securities 1,505 - 1,505 -
Foreign government obligations 21,121 - 21,121 -
Total fixed maturities 409,460 73,137 319,273 17,050
Equity securities 88,085 88,085 - -
Short term 3,675 2,982 693 -
Cash equivalents 81,756 - 81,756 -
$ 582,976 $ 164,204 $ 401,722 $ 17,050

- 62 -

Note ON – Fair Value (continued)

Level inputs, as defined by the FASB guidance, are as follows:

Level Input:		Input Definition:
Level 1		Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.
Level 2		Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date.
Level 3		Unobservable inputs that reflect ~~management’s~~management's best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The Level 3 assets consist of a portfolio of ~~insurance-linked securities.~~corporate convertible bonds, commercial mortgage-backed securities and a limited amount of foreign government obligations. The ~~insurance-linked securities~~assets are valued using ~~the average of estimated market quotes from multiple insurance-linked securities brokers. The broker quotes include Level 3~~various unobservable inputs ~~which are significant to the valuation of the insurance-linked securities. There were no Level 3 sales, no transfers~~including extrapolated data, proprietary models and indicative quotes. Transfers into Level 3 during 2015 and ~~no transfers out of~~2014 relate to securities previously classified as Level ~~3 during 2012 or 2011.~~2. A reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using Level 3 inputs is as follows for the years ended December 31:

	2012			2011			2015			2014
Beginning of period balance	$	17,050		$	17,242		$	12,208		$	-
Total gains or losses (realized or unrealized)
Total gains or losses (realized)
included in income		1,653			387			(104	)		-
Purchases		400			6,522			2,284			-
Settlements		(7,421	)		(7,101	)		(8,068	)		-
Transfers into Level 3								11,586			12,208
Transfers out of Level 3								(1,113	)		-
End of period balance	$	11,682		$	17,050		$	16,793		$	12,208

Quoted market prices are obtained whenever possible. Where quoted market prices are not available, fair values are estimated using present value or other valuation techniques. These techniques are significantly affected by our assumptions, including discount rates and estimates of future cash flows. Potential taxes and other transaction costs have not been considered in estimating fair values.

Transfers between levels, if any, are recorded as of the beginning of the reporting period. There were no significant transfers of assets between Level 1 and Level 2 during ~~2012, 2011 and 2010.~~

2015.

In addition to the preceding disclosures on assets recorded at fair value in the consolidated balance sheets, FASB guidance also requires the disclosure of fair values for certain other financial instruments for which it is practicable to estimate fair value, whether or not such values are recognized in the consolidated balance sheets.

Non-financial instruments such as real estate, property and equipment, other assets, deferred income taxes and intangible assets, and certain financial instruments such as policy reserve liabilities are excluded from the fair value disclosures. Therefore, the fair value amounts cannot be aggregated to determine the underlying economic value to the Company.

The carrying amounts reported in the consolidated balance sheets for cash, accounts receivables, reinsurance recoverable, notes receivable, accounts payable and accrued expenses, income taxes payable, short term borrowings and unearned income approximate fair value because of the short term nature of these items. These assets and liabilities are not included in the table below.

- 63 -

Note ON – Fair Value (continued)

The following methods, assumptions and inputs were used to estimate the fair value of each class of financial instrument:

Limited partnerships: The Company accounts for investments in limited partnerships using the equity method of accounting, which requires an investor in a limited partnership to carry the investment at its proportionate share of the limited ~~partnership’s~~partnership's equity. The underlying assets of the ~~Company’s~~Company's investments in limited partnerships are carried primarily at fair value, and, therefore, the ~~Company’s~~Company's carrying value of limited partnerships approximates fair value. As these investments are not actively traded and the corresponding inputs are based on data provided by the investees, they are classified as Level ~~III.~~

Short-term borrowings: The fair value of our short-term borrowings is based on quoted market prices for the same or similar debt, or, if no quoted market prices are available, on the current market interest rates available to us for debt of similar terms and remaining maturities.

A summary of the carrying value and fair value by level of financial instruments not recorded at fair value on the ~~Company’s~~Company's consolidated balance sheet at December 31, ~~2012~~2015 and 2014 is as follows:

Carrying Fair Value
Value Level 1 Level II Level III Total
Assets:
Limited partnerships $ 59,954 $ - $ - $ 59,954 $ 59,954

Liabilities:
Short-term borrowings 10,000 - 10,000 - 10,000

~~A summary of the carrying value and fair value by level of financial instruments not recorded at fair value on the Company’s consolidated balance sheet at December 31, 2011 is as follows:~~

2015:	Carrying		Fair Value
	Value		Level 1		Level 2		Level 3		Total
Assets:
Limited partnerships	$	75,458	$	-	$	-	$	75,458	$	75,458

Liabilities:
Short-term borrowings		20,000		-		20,000		-		20,000

2014:
Assets:
Limited partnerships	$	81,230	$	-	$	-	$	81,230	$	81,230

Liabilities:
Short-term borrowings		20,000		-		20,000		-		20,000

Carrying Fair
Value Value
Assets:
Limited partnerships $ 54,705 $ 54,705

Liabilities:
Short-term borrowings 10,000 10,000

Note O - Quarterly Results of Operations (Unaudited)

Quarterly results of operations are as follows:
												Results by Quarter
			2015												2014
	1st		2nd			3rd			4th				1st		2nd		3rd		4th

Net premiums earned	$	66,446	$	65,449		$	65,445		$	65,995			$	63,842	$	62,905	$	65,947	$	68,933
Net investment income		2,815		2,898			3,014			3,771				2,294		2,090		2,073		2,599
Net gains (losses) on investments		3,743		(1,166	)		(2,086	)		(1,753	)			4,070		8,089		658		2,113
Losses and loss expenses incurred		41,646		37,031			35,212			41,860				39,289		40,282		38,693		41,332

Net income		6,243		5,718			7,780			3,541				6,361		9,340		5,770		8,246

Net income per share - diluted	$	.42	$	.38		$	.52		$	.24			$	.42	$	.62	$	.39	$	.55

Note P - Quarterly Results of Operations (Unaudited)

Quarterly results of operations are as follows:
Results by Quarter
2012 2011
1st 2nd 3rd 4th 1st 2nd 3rd 4th

Net premiums earned $ 61,551 $ 59,655 $ 54,853 $ 61,402 $ 57,601 $ 62,344 $ 60,429 $ 64,196
Net investment income 2,422 2,431 2,343 2,734 2,653 2,644 2,779 2,652
Net gains (losses) on investments 5,381 (5,453 ) 8,781 302 (1,469 ) (1,963 ) (17,460 ) 3,088
Losses and loss expenses incurred 34,904 33,739 30,477 38,970 65,673 55,166 48,637 46,079

Net income (loss) 11,506 4,050 11,687 4,676 (15,198 ) (5,504 ) (12,971 ) 5,498

Net income (loss) per share - diluted $ .78 $ .27 $ .78 $ .31 $ (1.02 ) $ (.38 ) $ (.87 ) $ .37

- 64 -

Note QP - Statutory

Net income ~~(loss)~~ of the insurance subsidiaries, all of which are wholly owned, as determined in accordance with statutory accounting practices, was ~~$29,262, ($19,120)~~$25,627, $27,143 and ~~$12,542~~$30,886 for ~~2012, 2011~~2015, 2014 and ~~2010,~~2013, respectively. Consolidated statutory capital and surplus for these subsidiaries was ~~$338,857~~$390,823 and ~~$313,705~~$398,762 at December 31, ~~2012~~2015 and ~~2011,~~2014, respectively, of which ~~$55,192~~$62,539 may be transferred by dividend or loan to the parent company during calendar year ~~2013~~2016 with proper notification to, but without approval from, regulatory authorities. An additional ~~$196,234~~$239,249 of ~~shareholders’~~shareholders' equity of such insurance subsidiaries could, under existing regulations, be advanced or loaned to the parent company with prior notification to and approval from regulatory authorities, although it is unlikely that transfers of this size would be practical.

~~Minimum~~State regulatory authorities prescribe calculations of the minimum amount of statutory capital and surplus necessary for each insurance company to remain authorized. These computations are referred to as Risk Based Capital ("RBC") requirements and are based on a number of complex factors taking into consideration the quality and nature of assets, the historical adequacy of recorded liabilities and the specific nature of business conducted. At December 31, 2015 the minimum statutory capital and surplus requirements of the insurance subsidiaries ~~to satisfy~~was $87,688. Actual consolidated statutory ~~risk based~~ capital ~~requirements was $86,060~~and surplus at December 31, ~~2012.~~

2015 exceeded this requirement by $303,135, which equals to 346% of minimum RBC.

Note RQ - Leases

The Company leases ~~office space and~~ certain computer and related equipment using noncancelable operating leases. Lease expense for ~~2012, 2011~~2015, 2014 and ~~2010~~2013 was ~~$1,506 $1,483~~$175, $330 and ~~$1,386,~~$1,324, respectively. At December 31, ~~2012,~~2015, future lease payments for operating leases with initial or remaining noncancelable terms of one year or more consisted of the following:

2013 $ 998
2014 49
2015 15
2016 -
2017 -
Thereafter -
Total minimum payments required $ 1,062

2016	$	148
2017		116
2018 & thereafter		-
Total minimum payments required	$	264

Note SR – Accumulated Other Comprehensive Income

A reconciliation of the components of accumulated other comprehensive income at December 31 is as follows:

	2015			2014
Investments:
Total unrealized gain before federal income taxes	$	59,883		$	79,753
Deferred tax liability		(20,959	)		(27,913	)
Net unrealized gains on investments		38,924			51,840

Foreign exchange adjustment:
Total unrealized gains (losses)		(1,640	)		600
Deferred tax benefit (liability)		574			(210	)
Net unrealized gains (losses) on foreign exchange adjustment		(1,066	)		390

Accumulated other comprehensive income	$	37,858		$	52,230

2012 2011
Investments:
    Total unrealized gain before federal income taxes $ 54,565 $ 40,911
    Deferred tax liability (19,098 ) (14,319 )
Net unrealized gains on investments 35,467 26,592

Foreign exchange adjustment:
    Gross unrealized gains 3,039 2,706
    Deferred tax liability (1,063 ) (947 )
Net unrealized gains on foreign exchange adjustment 1,976 1,759

Accumulated other comprehensive income $ 37,443 $ 28,351

- 65 -

Note SR – Accumulated Other Comprehensive Income (continued)

~~Other comprehensive income (loss) reclassification adjustments~~Details of changes in net unrealized gains on investments for the years ended December 31 are as follows:

2012 2011 2010
Investments:
    Pre-tax holding gains (losses) on debt and equity
      securities arising during period $ 15,612 $ (7,146 ) $ 11,369
    Applicable federal income taxes (credits) 5,464 (2,501 ) 3,979
10,148 (4,645 ) 7,390

    Pre-tax gains (losses) on debt and equity securities
      included in net income (loss) during period 1,959 4,088 8,280
    Applicable federal income taxes (credits) 686 1,431 2,898
1,273 2,657 5,382

Change in unrealized gains (losses) on investments $ 8,875 $ (7,302 ) $ 2,008

	2015			2014		2013
Investments:
Pre-tax holding gains (losses) on debt and equity
securities arising during period	$	(19,445	)	$	12,055	$	36,477
Less: applicable federal income taxes		(6,806	)		4,220		12,766
		(12,639	)		7,835		23,711

Pre-tax gains on debt and equity securities
included in net income during period		426			7,823		15,520
Less: applicable federal income taxes		149			2,739		5,431
		277			5,084		10,089

Change in unrealized gains on investments	$	(12,916	)	$	2,751	$	13,622

Reconciliation of accumulated other comprehensive income and retained earnings for the years ended December 31 are as follows:

	2012			2011			2010			2015			2014			2013

Beginning accumulated other comprehensive income	$	28,351		$	35,883		$	33,434		$	52,230		$	50,490		$	37,443
Change in foreign exchange adjustment		217			(230	)		441			(1,456	)		(1,011	)		(575	)
Change in unrealized net gains (losses) on investments		8,875			(7,302	)		2,008
Change in unrealized net gains on investments											(12,916	)		2,751			13,622
Ending accumulated other comprehensive income	$	37,443		$	28,351		$	35,883		$	37,858		$	52,230		$	50,490


		2012			2011			2010			2015			2014			2013

Beginning retained earnings	$	241,325		$	284,346		$	292,543		$	294,773		$	280,003		$	258,358
Net income (loss)		31,919			(28,175	)		25,015
Net income											23,283			29,717			36,588
Dividends		(14,886	)		(14,846	)		(33,212	)		(15,003	)		(14,947	)		(14,943	)
Ending retained earnings	$	258,358		$	241,325		$	284,346		$	303,053		$	294,773		$	280,003

Note ~~T - Subsequent Events~~S – Debt

~~We have evaluated subsequent events~~The Company maintains a revolving line of credit with a $40,000 limit and an expiration date of September 23, 2018. Interest on this line of credit is referenced to LIBOR and can be fixed for ~~recognition or disclosure in~~periods of up to one year at the ~~consolidated financial statements filed~~Company's option. Outstanding drawings on ~~Form 10-K with~~this line of credit were $20,000 as of December 31, 2015 and 2014, respectively. At December 31, 2015, the ~~U.S. Securities and Exchange Commission and no events have occurred during this period which require recognition or disclosure in this document.~~

effective interest rate was 1.52%. The Company has $20,000 remaining unused under the line of credit at December 31, 2015. The current outstanding borrowings were used for general corporate purposes.

- 66 -

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

No response to this item is required.

Item 9A. CONTROLS AND PROCEDURES

The ~~Company’s management,~~Company carried out an evaluation as of December 31, 2015, under the ~~direction~~supervision and with the participation of ~~our~~management, including the Chief Executive Officer ~~(“CEO”)~~ and Chief Financial Officer, ~~(“CFO”), has performed an evaluation~~ of ~~its~~the effectiveness of the design and operation of the disclosure controls and procedures ~~(as~~as defined byin Rule 13a-15(e) of the Securities Exchange Act ~~rules 13a-15(e) and 15d-15(e))~~of 1934, as ofamended, or the ~~end of the period covered by this report.~~Exchange Act. Based ~~on this~~upon that evaluation, the ~~Company's CEO~~Chief Executive Officer and ~~CFO have~~Chief Financial Officer concluded that the ~~Company’s~~disclosure controls and procedures are effective in timely alerting the Company to material information required to be disclosed in reports under the Exchange Act. In addition, based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective in ensuring that information required to be disclosed byin reports that the ~~company~~Company files or submits under the Exchange Act is ~~recorded, processed, summarized,~~accumulated and ~~reported within~~communicated to management, including the ~~time periods specified in the SEC's rules~~Chief Executive Officer and ~~forms. In addition, there have not been any significant changes~~Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. The Company noted no change in internal ~~controls~~control over financial reporting that occurred during the last fiscal quarter that materially affected, or ~~other factors that could significantly~~reasonably likely to materially affect, the internal ~~controls subsequent to the date of the Company's most recent evaluation.~~control over financial reporting.

Management's Responsibility ~~For~~for Financial Statements

Management is responsible for the preparation of the ~~Company’s~~Company's consolidated financial statements and related information appearing in this report. Management believes that the consolidated financial statements fairly reflect the form and substance of transactions and that the financial statements reasonably present the ~~Company’s~~Company's financial position and results of operations in conformity with U.S. generally accepted accounting principles. Management has included in the ~~Company’s~~Company's financial statements amounts that are based upon estimates and judgments which it believes are reasonable under the circumstances.

Ernst & Young LLP, an independent registered public accounting firm, audits the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board and provides an objective, independent review of the fairness of reported operating results and financial position.

The Board of Directors of the Company has an Audit Committee composed of four non-management Directors. The committee meets periodically with financial management, the internal auditors and the independent registered public accounting firm to review accounting, control, auditing and financial reporting matters.

Management's Report on Internal Control Over Financial Reporting

The ~~Company’s~~Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of management, including the ~~chief executive officer~~Chief Executive Officer and the ~~chief financial officer,~~Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway ~~Commission.~~Commission (2013 Framework). Based on our evaluation under this framework, management concluded that the ~~Company’s~~Company's internal control over financial reporting was effective as of December 31, ~~2012.~~2015. The effectiveness of the Company's internal control over financial reporting as of December 31, ~~2012~~2015 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

- 67 -

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Baldwin & Lyons, Inc.

We have audited Baldwin & Lyons, Inc. and ~~subsidiaries’~~subsidiaries' (the ~~Company’s)~~Company) internal control over financial reporting as of December 31, ~~2012,~~2015, based on criteria established in Internal ~~Control—~~Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). The ~~Company’s~~Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying ~~Management’s~~Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the ~~Company’s~~Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A ~~company’s~~company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A ~~company’s~~company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the ~~company’s~~company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Baldwin & Lyons, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2012,~~2015, based on the COSO criteria.

We have also ~~have~~ audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Baldwin & Lyons, Inc. and subsidiaries as of December 31, ~~2012~~2015 and ~~2011,~~2014, and the related consolidated statements of operations, comprehensive income, ~~(loss), shareholders’~~shareholders' equity and cash flows for each of the three years in the period ended December 31, ~~2012~~2015 and our report dated March ~~8, 2013~~4, 2016 expressed an unqualified opinion thereon.

/s/ ~~ERNST~~Ernst & ~~YOUNG~~Young LLP

Indianapolis, IN

March ~~8, 2013~~4, 2016

- 68 -

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information with respect to the directors of the Registrant to be provided under this item is omitted from this Report because the Registrant will file with the Commission a definitive proxy statement pursuant to Regulation 14A involving the election of directors not later than 120 days after the close of its fiscal year.

The information required by Item 10 of this Report with respect to directors which will appear in the definitive proxy statement is incorporated by reference herein.

The executive officers of the Company ~~will~~are expected to serve until the next annual meeting of the Board of Directors ~~and~~or until their respective successors are elected and qualified. Except as otherwise indicated, the occupation of each officer during the past five years has been in his current position with the Company.

The following summary sets forth certain information concerning the Company's executive officers as of December 31, ~~2012:~~2015:

Name	Age		Title	Served in Such Capacity Since
~~Gary W. Miller~~		72	~~Executive Chairman~~		~~1997 (1)~~
Joseph J. DeVito		6164	CEO, President and COO		~~2007~~2010 (1)
Steven A. Shapiro		51	Executive Chairman		2015 (2)
Gary W. Miller		75	Deputy Chairman		2015 (3)
G. Patrick Corydon		6467	Executive Vice President and CFO		~~1979 (3)~~2008 (4)
~~Mark L. Bonini~~William R. Birchfield		5352	Executive Vice President		~~2001 (4)~~2014 (5)
~~Craig C. Morfas~~Michael J. Case		5346	~~Executive~~Senior Vice President and Secretary		~~2008 (5)~~2015 (6)

(1) Mr. DeVito was elected Chief Executive Officer in December, 2010. He previously served as President and Chief Operating Officer from 2007 until 2010 and has served in various capacities since 1981.

(2) Mr. Shapiro was elected Executive Chairman in October, 2015. He has been lead director since 2010 and has served on the Board since 2007.

(3) Mr. Miller was appointed Deputy Chairman in October, 2015. He served as Chairman of the Board from 1997 until 2015. Mr. Miller has served in various capacities since 1965.

(4) Mr. Corydon was elected Executive Vice President in 2008 and has served as CFO since 1979.

(5) Mr. Birchfield was elected Executive Vice President in April, 2014. He previously served as Vice President of the Company from 2013 until 2014.

(6) Mr. Case was elected Senior Vice President in May, 2015. He has served in various capacities since July, 2003.

~~(1) Mr. Miller was elected Executive Chairman in December, 2010. He was elected Chairman and CEO in 1997 and has served in various capacities since 1965.~~

Code of Conduct

The Board of Directors has adopted a Code of Business Conduct (the Code) as our code of ethics document which is applicable to all directors, officers at the vice president level and above as well as certain other employees with control over accounting data. The Code incorporates our guidelines designed to deter wrongdoing and to promote honest and ethical conduct and compliance with applicable laws and regulations. The Code also incorporates our expectations of our employees that enable us to comply with applicable laws, rules and regulations and to provide accurate and timely disclosure in our filings with the SEC and other public communications.

The Code is available on the Corporation's website at www.baldwinandlyons.com. The Board of Directors reviews the Code annually and approves any amendments necessary to update the Code. Any amendments are properly posted. Copies can also be obtained by contacting our investor relations at pcorydon@baldwinandlyons.com or by written request to Baldwin & Lyons, Inc., Attention: Investor Relations, 111 Congressional Blvd., Suite 500, Carmel, Indiana 46032.

(2) Mr. DeVito was elected Chief Executive Officer in December, 2010. He was elected President and Chief Operating Officer in 2007, Executive Vice President in 2001 and has served in various capacities since 1981.

- 69 -

~~(3) Mr. Corydon was elected Executive Vice President in 2008 and previously served as Senior Vice President from 1997 and has been CFO since 1979.~~

~~(4) Mr. Bonini was elected Executive Vice President in February, 2011. He was elected Vice President of the Company in 2001.~~

(5) Mr. Morfas was elected Executive Vice President in February, 2012. He was elected Senior Vice President in February, 2011 and previously was Vice President and Secretary of the Company since 2008.

Item 11. EXECUTIVE COMPENSATION *

~~Item 11.~~ ~~EXECUTIVE COMPENSATION~~ *

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT *

Item 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE *

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES *

* The information to be provided under Items 11, 12, 13 and 14 is omitted from this Report because the Registrant will file with the Commission a definitive proxy statement pursuant to Regulation 14A involving the election of directors not later than 120 days after the close of its fiscal year. The information required by these items of this Report which will appear in the definitive proxy statement is incorporated by reference herein.

~~- 69 -~~

~~PART IV~~

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)

1. List of Financial Statements--The following consolidated financial statements of the registrant and its subsidiaries (including the Report of Independent Registered Public Accounting Firm) are submitted in Item 8 of this report.

Consolidated Balance Sheets - December 31, ~~2012~~2015 and ~~2011~~2014

Consolidated Statements of Operations - Years ended December 31, ~~2012, 2011~~2015, 2014 and ~~2010~~2013

Consolidated Statements of Comprehensive Income – Years ended December 31, 2015, 2014 and 2013

Consolidated Statements of ~~Shareholders’~~Shareholders' Equity - Years ended December 31, ~~2012, 2011~~2015, 2014 and ~~2010~~2013

Consolidated Statements of Cash Flows - Years ended December 31, ~~2012, 2011~~2015, 2014 and ~~2010~~2013

Notes to Consolidated Financial Statements

List of Financial Statement Schedules--The following consolidated financial statement schedules of Baldwin & Lyons, Inc. and subsidiaries are included in Item 15(d):

Pursuant to Article 7:

Schedule I -- Summary of Investments--Other than Investments in Related Parties

Schedule II -- Condensed Financial Information of the Registrant

Schedule III -- Supplementary Insurance Information

Schedule IV -- Reinsurance

Schedule VI -- Supplemental Information Concerning Property/Casualty Insurance

Operations

All other schedules to the consolidated financial statements required by Article 7 and Article 5 of Regulation S-X are not required under the related instructions or are inapplicable and therefore have been omitted.

- 70 -

3.Listing of Exhibits:

Number & Caption from Exhibit Table of Item 601 of Regulation S-K	Exhibit Number and Description
(3) (Articles of Incorporation & By Laws)	EXHIBIT 3(i) – Articles of Incorporation of Baldwin & Lyons, Inc., as amended (Incorporated as an exhibit by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 1986)
	EXHIBIT 3(ii)-- By-Laws of Baldwin & Lyons, Inc., as restated ~~(Incorporated as an exhibit by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated May 4, 2004)~~
(10) (Material Contracts)	EXHIBIT 10(a)-- 1981 Employee Stock Purchase Plan (Incorporated as an exhibit by reference to Exhibit A to the Company's definitive Proxy Statement for its Annual Meeting held May 5, 1981)
	EXHIBIT ~~10(b)--~~ Baldwin & Lyons, Inc. Employee Discounted Stock Option Plan (Incorporated as an exhibit by reference to Appendix A to the Company’s definitive Proxy Statement for its Annual Meeting held May 2, 1989)
	~~EXHIBIT 10(c)--~~ ~~Baldwin & Lyons, Inc. Deferred Directors Fee Option Plan (Incorporated as an exhibit by reference to Exhibit 10(f) to the Company's Annual Report on Form 10-K for the year ended December 31, 1989)~~
	~~EXHIBIT 10(d)--~~ Baldwin & Lyons, Inc. Amended Employee Discounted Stock Option Plan (Incorporated as an exhibit by reference to Exhibit 10(f) to the Company's Annual Report on Form 10-K for the year ended December 31, 1992)
	~~EXHIBIT 10(e)--~~ Baldwin & Lyons, Inc. Restated Employee Discounted Stock Option Plan. (Incorporated as an exhibit by reference to Exhibit 10(f) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997)
	~~EXHIBIT~~ 10(f)-- Baldwin & Lyons, Inc. Executive Incentive Bonus Plan (Incorporated as an exhibit by reference to the Company's definitive Proxy Statement for its Annual Meeting held May ~~5, 2009)~~4, 2010)
	~~EXHIBIT 10(g)--~~ ~~Baldwin & Lyons, Inc. Managing General Agency Agreement with Paladin Catastrophe Management LLC~~
~~Number & Caption from~~ ~~Exhibit Table of~~ ~~Item 601 of Regulation S-K~~	~~Exhibit Number and Description~~
~~(14) (Code of ethics)~~	~~EXHIBIT 14--~~ ~~Code of Business Conduct of Baldwin & Lyons, Inc. (Incorporated as an exhibit by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)~~
(21) (Subsidiaries of the registrant)	EXHIBIT ~~21--~~21-- Subsidiaries of Baldwin & Lyons, Inc.

(23) (Consents of experts and counsel)	EXHIBIT 23-- Consent of Ernst & Young LLP
(24) (Powers of Attorney)	EXHIBIT 24-- Powers of Attorney for certain Officers and Directors
(31) (Certification)	EXHIBIT 31.1-- Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act
	EXHIBIT 31.2-- Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act

- 71 -

Number & Caption from

Exhibit Table of

Item 601 of Regulation S-K

Exhibit Number and Description

(32) (Certification)

EXHIBIT 32--

Certification of CEO and CFO pursuant to Section 906 of the

~~Certification of CEO and CFO pursuant to Section 906 of the~~ Sarbanes-Oxley Act and 18 U.S.C. 1350

(b)	A report on Form 8-K was filed by the Company in the fourth quarter of ~~2012~~2015 to announce its third quarter earnings press release.

(c)	Exhibits. The response to this portion of Item 15 is submitted as a separate section of this report.

(d)	Financial Statement Schedules. The response to this portion of Item 15 is submitted on pages 7273 through 7879 of this report.

~~- 71 -~~

SCHEDULE I -- SUMMARY OF INVESTMENTS-
OTHER THAN INVESTMENTS IN RELATED PARTIES

Form 10-K - Year Ended December 31, 2012

Baldwin & Lyons, Inc. and Subsidiaries
(Dollars in thousands)

Column A Column B Column C Column D

Amount At
Which Shown
Fair In The Balance
Type of Investment Cost Value Sheet (A)

Fixed Maturities:
  Bonds:
    U.S. government obligations 70,720 70,742 70,742
    Mortgage-backed securities 34,960 36,868 36,868
    State and municipal obligations 194,258 194,865 194,865
    Foreign government obligations 22,047 22,598 22,598
    Corporate securities 118,574 120,596 120,596
          Total fixed maturities 440,559 445,669 445,669

Equity Securities:
  Common Stocks:
    Industrial, miscellaneous and all other 58,127 107,582 107,582
         Total equity securities 58,127 107,582 107,582

Limited partnerships 59,954 59,954 59,954

Short-term:
  Certificates of deposit 4,201 4,201 4,201
      Total short-term and other 4,201 4,201 4,201

         Total investments $ 562,841 $ 617,406 $ 617,406

(A)  Investments presented above do not include $64,450 of money market funds classified with cash and
       cash equivalents in the balance sheet.

- 72 -

SCHEDULE I -- SUMMARY OF INVESTMENTS-
OTHER THAN INVESTMENTS IN RELATED PARTIES

Form 10-K - Year Ended December 31, 2015

Baldwin & Lyons, Inc. and Subsidiaries
(Dollars in thousands)


Column A	Column B			Column C			Column D

							Amount At
							Which Shown
				Fair			In The Balance
Type of Investment	Cost			Value			Sheet (A)

Fixed Maturities:
Bonds:
U.S. government obligations			103,448			103,245			103,245
Mortgage-backed securities			35,645			35,371			35,371
State and municipal obligations			109,932			110,578			110,578
Foreign government obligations			25,416			23,965			23,965
Corporate securities			168,137			164,025			164,025
Total fixed maturities			442,578			437,184			437,184

Equity Securities:
Common Stocks:
Industrial, miscellaneous and all other			80,221			145,498			145,498
Total equity securities			80,221			145,498			145,498

Limited partnerships			30,449			30,449			30,449

Short-term:
Certificates of deposit			2,220			2,220			2,220
Total short-term and other			2,220			2,220			2,220

Total investments		$	555,468		$	615,351		$	615,351

(A) Investments presented above do not include $69,517 of money market funds classified with cash and
cash equivalents in the balance sheet.

SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Form 10-K

Baldwin & Lyons, Inc.
(Dollars in thousands)

Condensed Balance Sheets
December 31
2012 2011
Assets
Investment in subsidiaries $ 362,450 $ 334,328
Due from affiliates 2,719 5,282
Investments other than subsidiaries:
   Fixed maturities 11,073 11,353
   Limited partnerships 255 291
11,328 11,644
Cash and cash equivalents 12,134 5,690
Accounts receivable 8,033 5,890
Other assets 7,225 7,694
Total assets $ 403,889 $ 370,528
Liabilities and shareholders' equity

Liabilities:
   Premiums payable $ 29,652 $ 26,367
   Deposits from insureds 15,489 13,682
   Notes payable to bank 10,000 10,000
   Current payable federal income taxes - 368
   Other liabilities 2,036 1,050
57,177 51,467
Shareholders' equity:
   Common stock:
      Class A 112 112
      Class B 524 522
      Additional paid-in capital 50,275 48,751
      Unrealized net gains on investments 35,467 26,592
      Retained earnings 260,334 243,084
346,712 319,061

Total liabilities and shareholders' equity $ 403,889 $ 370,528

See notes to condensed financial statements

- 73 -

SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Form 10-K

Baldwin & Lyons, Inc.
(Dollars in thousands)

Condensed Statements of Operations
Year Ended December 31
2012 2011 2010
Revenue:
   Commissions and service fees $ 20,753 $ 20,974 $ 21,913
   Dividends from subsidiaries 14,000 14,000 15,000
   Net investment income 48 100 135
   Net realized gains (losses) on investments (49 ) 67 (100 )
   Other 24 98 284
34,776 35,239 37,232
Expenses:
   Salary and related items 15,410 12,281 12,869
   Other 7,098 5,550 5,615
22,508 17,831 18,484
Income before federal income taxes
and equity in undistributed
income of subsidiaries 12,268 17,408 18,748
Federal income tax (benefit) (629 ) 1,004 1,195
12,897 16,404 17,553
Equity in undistributed income (loss)
   of subsidiaries 19,022 (44,579 ) 7,462

Net income (loss) $ 31,919 $ (28,175 ) $ 25,015

SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Form 10-K

Baldwin & Lyons, Inc.
(Dollars in thousands)

Condensed Balance Sheets
	December 31
	2015			2014
Assets
Investment in subsidiaries	$	405,192		$	415,304
Due from affiliates		2,945			2,762
Investments other than subsidiaries:
Fixed maturities		12,181			11,924
Limited partnerships		208			233
		12,389			12,157
Cash and cash equivalents		17,934			16,615
Accounts receivable		6,418			5,157
Other assets		21,067			17,905
Total assets	$	465,945		$	469,900
Liabilities and shareholders' equity

Liabilities:
Premiums payable	$	21,672		$	27,850
Deposits from insureds		23,484			18,303
Notes payable to bank		20,000			20,000
Other liabilities		6,291			4,251
		71,447			70,404
Shareholders' equity:
Common stock:
Class A		112			112
Class B		529			527
Additional paid-in capital		52,946			51,854
Unrealized net gains on investments		38,924			51,840
Foreign exchange adjustment		(1,066	)		390
Retained earnings		303,053			294,773
		394,498			399,496

Total liabilities and shareholders' equity	$	465,945		$	469,900

- 74 -

SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Form 10-K

Baldwin & Lyons, Inc.
(Dollars in thousands)

Condensed Statements of Cash Flows
Year Ended December 31
2012 2011 2010

Net cash provided by operating activities $20,735 $13,255 $32,296

Investing activities:
   Purchases of long-term investments (8,944) (10,025) (10,889)
   Sales or maturities of long-term investments 8,902 9,704 9,910
   Decrease in notes receivable from employees 1,252 106 611
   Distributions from limited partnerships - 444 23
   Net disposals (purchases) of property and equipment (834) (622) 413
   Other 228 128 212
Net cash provided by (used in) investing activities 604 (265) 280

Financing activities:
   Dividends paid to shareholders (14,886) (14,846) (33,212)
   Drawing on line of credit - - 8,000
   Repayment on line of credit - (5,000) (3,000)
Net cash used in financing activities (14,886) (19,846) (28,212)
Increase (decrease) in cash and cash equivalents 6,453 (6,856) 4,364
Cash and cash equivalents at beginning of year 5,690 12,546 8,182
Cash and cash equivalents at end of year $12,143 $5,690 $12,546

See notes to condensed financial statements



~~Note to Condensed Financial Statements--Basis of Presentation~~The Company's investment in subsidiaries is stated at cost plus equity in the undistributed earnings of subsidiaries since the date of acquisition. The Company's share of net income of its subsidiaries is included in income using the equity method. These financial statements should be read in conjunction with the Company's consolidated financial statements.

SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Form 10-K

Baldwin & Lyons, Inc.
(Dollars in thousands)

Condensed Statements of Operations
	Year Ended December 31
	2015			2014			2013
Revenue:
Commissions and service fees	$	23,523		$	22,153		$	21,597
Cash dividends from subsidiaries		20,000			15,000			15,000
Net investment income		120			102			54
Net realized losses on investments		(22	)		(27	)		(11	)
Other		(17	)		126			41
		43,604			37,354			36,681
Expenses:
Salary and related items		17,616			15,543			15,965
Other		7,297			7,978			6,633
		24,913			23,521			22,598
Income before federal income taxes
and equity in undistributed
income of subsidiaries		18,691			13,833			14,083
Federal income tax benefit		(350	)		(294	)		(348	)
		19,041			14,127			14,431
Equity in undistributed income
of subsidiaries		4,242			15,590			22,157

Net income	$	23,283		$	29,717		$	36,588

- 75 -

SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Form 10-K

Baldwin & Lyons, Inc.
(Dollars in thousands)

Condensed Statements of Cash Flows
	Year Ended December 31
	2015			2014			2013

Net cash provided by operating activities	$	21,841		$	19,719		$	15,125

Investing activities:
Purchases of long-term investments		(4,792	)		(6,398	)		(10,322	)
Sales or maturities of long-term investments		4,194			5,253			9,982
Distributions from limited partnerships		-			13			-
Net purchases of property and equipment		(4,921	)		(6,873	)		(1,775	)
Other		-			-			(362	)
Net cash used in investing activities		(5,519	)		(8,005	)		(2,477	)

Financing activities:
Dividends paid to shareholders		(15,003	)		(14,947	)		(14,943	)
Drawings on line of credit		-			10,000			-
Net cash used in financing activities		(15,003	)		(4,947	)		(14,943	)
Increase (decrease) in cash and cash equivalents		1,319			6,767			(2,295	)
Cash and cash equivalents at beginning of year		16,615			9,848			12,143
Cash and cash equivalents at end of year	$	17,934		$	16,615		$	9,848

Note to Condensed Financial Statements -- Basis of Presentation

The Company's investment in subsidiaries is stated at cost plus equity in the undistributed earnings of subsidiaries since the date of acquisition. The Company's share of net income of its subsidiaries is included in income using the equity method. These financial statements should be read in conjunction with the Company's consolidated financial statements.

- 76 -

SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION

Form 10-K

Baldwin & Lyons, Inc. and Subsidiaries

(Dollars in thousands)

Column A Column B Column C Column D Column E Column F Column G Column H Column I Column J Column K

As of December 31
Year Ended December 31
Reserves
for Unpaid Other Benefits, Amortization
Deferred Claims Policy Claims, of Deferred
Policy and Claim Claims and Net Net Losses and Policy Other Net
Acquisition Acquisition Unearned Benefits Premium Investment Settlement Acquisition Operating Premiums
Segment Costs Expenses Premiums Payable Earned Income Expenses Costs Expenses Written
(A) (A) (A)  (B)
Property/Casualty
Insurance

2012 $ 3,091 $ 455,454 $ 37,273      --- $ 237,461 $ 9,930 $ 138,088 $ 41,957 $ 12,057 $ 233,678

2011 4,578 421,556 39,919      --- 244,570 10,729 215,555 40,712 13,786 248,483

2010 4,826 344,520 29,819       --- 214,738 11,335 145,952 34,048 13,813 218,645

SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION

Form 10-K

Baldwin & Lyons, Inc. and Subsidiaries

(Dollars in thousands)


Column A	Column B		Column C		Column D		Column E		Column F		Column G		Column H		Column I		Column J		Column K


	As of December 31								Year Ended December 31
			Reserves
			for Unpaid				Other						Benefits,		Amortization
	Deferred		Claims				Policy						Claims,		of Deferred
	Policy		and Claim				Claims and		Net		Net		Losses and		Policy		Other		Net
	Acquisition		Acquisition		Unearned		Benefits		Premium		Investment		Settlement		Acquisition		Operating		Premiums
Segment	Costs		Expenses		Premiums		Payable		Earned		Income		Expenses		Costs		Expenses		Written
											(C)		(A)				(B) (C)
Property/Casualty
Insurance

2015	$	1,443	$	464,305	$	18,579		---	$	242,364	$	12,498	$	142,258	$	50,270	$	13,682	$	238,330

2014		2,263		449,133		23,659		---		224,683		9,055		139,308		48,872		14,033		224,258

2013		2,319		408,469		26,303		---		202,785		8,770		133,005		47,414		14,459		201,817

Reinsurance

2015		---	$	49,291	$	6,712		---	$	20,971	$	12,498	$	13,492		---	$	13,682	$	16,323

2014		---		56,969		11,360		---		36,944		9,055		20,288		---		14,033		37,913

2013		---		66,001		10,390		---		49,958		8,770		17,696		---		14,459		51,867

(A) Allocations of certain expenses have been made to investment income, settlement expenses and other operating expenses and are based on a number of assumptions and estimates. Results ~~amont~~among these ~~catagories~~categories would change if different methods were applied.

(B) ~~Commissions paid to the Parent Company have been eliminated for this presentation.~~ Commission allowances relating to reinsurance ceded are offset against other operating expenses.

- 7677 -

SCHEDULE IV -- REINSURANCE

Form 10-K

Baldwin & Lyons, Inc. and Subsidiaries

(Dollars in thousands)

Column A	Column B		Column C		Column D		Column E		Column F

									% of
			Ceded		Assumed				Amount
	Direct		to Other		from Other		Net		Assumed to
	Premiums		Companies		Companies		Amount		Net

Premiums Earned -
Property/casualty insurance:

Years Ended December 31:

2015	$	370,499	$	128,697	$	21,533	$	263,335		8.0

2014		342,656		119,248		38,219		261,627		14.1

2013		313,842		113,882		52,783		252,743		19.8

SCHEDULE IV -- REINSURANCE

Form 10-K

Baldwin & Lyons, Inc. and Subsidiaries

(Dollars in thousands)

Column A Column B Column C Column D Column E Column F

% of
Ceded Assumed Amount
Direct to Other from Other Net Assumed to
Premiums Companies Companies Amount Net

Premiums Earned -
Property/casualty insurance:

Years Ended December 31:

2012 $ 287,982 $ 103,712 $ 53,191 $ 237,461 21.4

2011 270,002 85,493 60,061 244,570 23.8

2010 245,912 73,119 41,945 214,738 19.0

Note: Included in Ceded to Other Companies is ~~$2,316, $1,913~~$562, $1,275 and ~~$1,250~~$2,825 for ~~2012, 2011~~2015, 2014 and ~~2010,~~2013, respectively, relating to retrocessions associated with premiums assumed from other companies. Amount Assumed to Net percentage above considers the impact of this retrocession.

- 7778 -

SCHEDULE VI--SUPPLEMENTAL INFORMATION

CONCERNING PROPERTY/CASUALTY INSURANCE OPERATIONS

Form 10-K

Baldwin & Lyons, Inc. and Subsidiaries

(Dollars in thousands)

Column A

Column B

Column C

Column D

Column E

Column F

Column G

Column H

Column I

Column J

Column K

As of December 31

Year Ended December 31

Claims and Claim

Amortiza-

Adjustment Expenses

tion of

Incurred Related to

Deferred

Paid Claims

AFFILIATION

Deferred Policy

Reserves for Unpaid Claims

Discount, if any

(1)

(2)

Policy

and Claim

Net

WITH

Policy Acquisition

and Claim Adjustment

Deducted in

Unearned

Earned

Net Investment

Current

Prior

Acquisition

Adjustment

Premiums

REGISTRANT

Costs

Expenses

Column C

Premiums

Income

Year

Years

Costs

Expenses

Written

Consolidated Property/Casualty Subsidiaries:

(A)

2015

$1,443

$513,596

$2,110

$25,291

$263,335

$12,498

$165,812

$(10,062)

$50,270

$149,580

$254,653

2014

2,263

506,102

3,129

35,019

261,627

9,055

169,950

(10,354)

48,872

152,101

262,171

2013

2,319

474,470

5,885

36,693

252,743

8,770

156,264

(5,563)

47,414

151,849

253,684

SCHEDULE VI--SUPPLEMENTAL INFORMATION
CONCERNING PROPERTY/CASUALTY INSURANCE OPERATIONS

Form 10-K

Baldwin & Lyons, Inc. and Subsidiaries

        (Dollars in thousands)

Column A Column B Column C Column D Column E Column F Column G        Column H Column I Column J Column K

As of December 31 Year Ended December 31

Reserves    Claims and Claim Amortiza-
for Unpaid Discount,   Adjustment Expenses tion of
Deferred Claims if any Incurred Related to Deferred Paid Claims
AFFILIATION Policy and Claim Deducted Net (1) (2) Policy and Claim Net
WITH Acquisi- Adjustment in Unearned Earned Investment Current Prior Acquisition Adjustment Premiums
REGISTRANT tion Costs Expenses Column C Premiums Premiums Income Year Years Costs Expenses Written

Consolidated Property/Casualty Subsidiaries: (A)
2012 $3,091 $455,454 $6,118 $37,273 $237,461 $9,930 $147,964 $(9,875) $41,957 $138,945 $233,678
2011 4,578 421,556 6,642 39,919 244,570 10,729 225,251 (9,696) 40,712 144,092 248,483
2010 4,826 344,520 6,463 29,819 214,738 11,335 154,775 (8,823) 34,048 130,576 218,645

(A) Loss reserves on certain reinsurance assumed and permanent total disability worker's compensation claims have been discounted to present value using pretax interest rates not exceeding 3.5%.

- 7879 -

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BALDWIN & LYONS, INC.

March ~~8, 2013~~4, 2016	By~~_/s/~~ /s/ Joseph J. DeVito
		Joseph J. DeVito, Director, Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

March ~~8, 2013~~4, 2016	By By_//s/ ~~Gary W. Miller_______________~~Steven A. Shapiro
		~~Gary W. Miller,~~Steven A. Shapiro, ~~Director and~~ Executive Chairman

March ~~8, 2013~~4, 2016	By By_//s/ G. Patrick Corydon~~_______________________~~
		G. Patrick Corydon, Executive Vice President and CFO (Principal Financial and Accounting Officer)

March 4, 2016 March 4, 2016	By /s/ Stuart D. Bilton Stuart D. Bilton, Director By /s/ Jeffrey S. Cohen
		Jeffrey S. Cohen, Director

March ~~8, 2013~~4, 2016	By By_//s/ Joseph J. DeVito~~__________________________~~
		Joseph J. DeVito, Director, Chief Executive Officer and President

March ~~8, 2013~~4, 2016	By By~~_/s/ Stuart D. Bilton~~ ~~_______________________(*)~~
		~~Stuart D. Bilton,~~ ~~Director~~

~~March 8, 2013~~	By_//s/ Otto N. Frenzel IV~~_____________________(*)~~
		Otto N. Frenzel IV, Director

March ~~8, 2013~~		4, 2016 By By_//s/ ~~John M. O'Mara_______________________(*)~~Gary W. Miller
	Gary W. Miller, Deputy Chairman

- 80 -

SIGNATURES (continued)

March 4, 2016 March 4, 2016	By /s/ Philip V. Moyles Jr. Philip V. Moyles Jr., Director By /s/ John M. O'Mara John M. O'Mara, Director

~~- 79 -~~

~~SIGNATURES (CONTINUED)~~

March ~~8, 2013~~4, 2016	By By_//s/ Thomas H. Patrick ~~_____________________(*)~~
		Thomas H. Patrick, Director

March ~~8, 2013~~4, 2016	By By_//s/ John A. Pigott~~___________________________(*)~~
		John A. Pigott, Director

March ~~8, 2013~~4, 2016	By By_//s/ Kenneth D. Sacks~~______________________(*)~~
		Kenneth D. Sacks, Director

March ~~8, 2013~~4, 2016	By By_//s/ Nathan Shapiro~~________________________(*)~~
		Nathan Shapiro, Director

March ~~8, 2013~~4, 2016	By By_//s/ Norton Shapiro~~________________________(*)~~
		Norton Shapiro, Director

March ~~8, 2013~~4, 2016	By By_//s/ Robert Shapiro ~~________________________(*)~~
		Robert Shapiro, Director

March ~~8, 2013~~4, 2016	By By_//s/ ~~Steven A. Shapiro______________________(*)~~Arshad R. Zakaria
		~~Steven A. Shapiro,~~Arshad R. Zakaria, Director

~~March 8, 2013~~	By~~_/s/ John D. Weil__________________________(*)~~
		~~John D. Weil,~~ ~~Director~~

~~(*) By Craig C. Morfas, Attorney-in-Fact~~

- 8081 -

ANNUAL REPORT ON FORM 10-K

ITEM 15(c)--CERTAIN EXHIBITS

YEAR ENDED DECEMBER 31, ~~2012~~2015

BALDWIN & LYONS, INC.

~~INDIANAPOLIS,~~CARMEL, INDIANA

- 8182 -

BALDWIN & LYONS, INC.

Form 10-K for the Fiscal Year

Ended December 31, ~~2012~~2015

INDEX TO EXHIBITS

Exhibit No.	Begins on sequential page number of Form 10-K
EXHIBIT 3(i)-- Articles of Incorporation of Baldwin & Lyons, Inc. as amended (Incorporated as an exhibit by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 1986)	N/A
EXHIBIT 3(ii)-- By-Laws of Baldwin & Lyons, Inc., as restated ~~(Incorporated as an exhibit by~~ ~~reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated May 4, 2004)~~	N/A
EXHIBIT 10(a)-- 1981 Employees Stock Purchase Plan (Incorporated as an exhibit by reference to Exhibit A to the Company's definitive Proxy Statement for its Annual Meeting held May 5, 1981)	N/A
~~EXHIBIT 10(b)--~~ ~~Baldwin & Lyons, Inc. Employee Discounted Stock Option Plan (Incorporated as an exhibit by reference to Appendix A to the Company's definitive Proxy Statement for its Annual Meeting held May 2, 1989)~~	~~N/A~~
~~EXHIBIT 10(c)--~~ ~~Baldwin & Lyons, Inc. Deferred Directors Fee Option Plan (Incorporated as an exhibit by reference to Exhibit 10(f) to the Company's Annual Report on Form 10-K~~ ~~for the year ended December 31, 1989)~~	~~N/A~~
~~EXHIBIT 10(d)--~~ Baldwin & Lyons, Inc. Amended Employee Discounted Stock Option Plan (Incorporated as an exhibit by reference to Exhibit 10(f) to the Company's Annual Report on Form 10-K for the year ended December 31, 1989)	~~N/A~~
~~EXHIBIT 10(e)--~~ Baldwin & Lyons, Inc. Restated Employee Discounted Stock Option Plan (Incorporated as an exhibit by reference to Exhibit 10(f) to the Company's Annual Report on Form 10-K for the year ended December 31, 1997)	~~N/A~~
EXHIBIT 10(f)-- Baldwin & Lyons, Inc. Executive Incentive Bonus Plan (Incorporated as an exhibit by reference to the Company's definitive Proxy Statement for its Annual Meeting held May ~~5, 2009)~~4, 2010)	~~N/A~~
~~EXHIBIT 10(g)--~~ ~~Baldwin & Lyons, Inc. Managing General Agency Agreement with Paladin Catastrophe Management LLC~~	~~N/A~~

~~- 82 -~~

~~INDEX TO EXHIBITS (CONTINUED)~~
~~Exhibit No.~~	~~Begins on sequential page number~~ ~~of Form 10-K~~
~~EXHIBIT 14--~~ ~~Code of Business Conduct, as amended May 3, 2005 (Incorporated as an exhibit by~~ ~~reference to Exhibit 14 to the Company's Annual Report on Form 10-K for the year~~ ~~ended December 31, 2005)~~	N/A
EXHIBIT 21-- Subsidiaries of Baldwin & Lyons, Inc.	84
EXHIBIT 23-- Consent of Ernst & Young LLP	85

EXHIBIT 24-- Powers of Attorney for certain Officers and Directors	86 - 88
EXHIBIT 31.1-- Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	89 ~~and~~- 90
EXHIBIT 31.2-- Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	91 ~~and~~- 92
EXHIBIT 32.1-- Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	93

- 83 -

Indiana (State or other jurisdiction of Incorporation or organization)	35-0160330 (I.R.S. Employer Identification No.)
~~1099 North Meridian Street, Indianapolis,~~111 Congressional Boulevard, Carmel, Indiana (Address of principal executive offices)	~~46204~~46032 (Zip Code)

Years in Which Losses Were Incurred	Reserve at December 31, 2014		(Savings) Deficiency Recorded During 2015			% (Savings) Deficiency

2014	$	110,124	$	(1,085	)		(1.0	%)
2013		65,165		(6,281	)		(9.6	%)
2012		37,335		5,530			14.8	%
2011		28,343		(4,666	)		(16.5	%)
2010		10,285		2,685			26.1	%
2009 & prior		44,331		(6,245	)		(14.1	%)

	$	295,583	$	(10,062	)		(3.4	%)

Years in Which Losses Were Incurred	Reserve at December 31, 2011		(Savings) Deficiency Recorded During 2011			% (Savings) Deficiency

2011	$	153,552	$	(5,084	)		(3.3	%)
2010		45,733		6,221			13.6	%
2009		22,976		(2,648	)		(11.5	%)
2008		15,385		(3,583	)		(23.3	%)
2007		6,085		(277	)		(4.6	%)
2006 & prior		46,361		(4,504	)		(9.7	%)

	$	290,092	$	(9,875	)		(3.4	%)

	2006 & Prior			2007			2008			2009			2010			2011			2009 & Prior			2010			2011			2012			2013			2014

Losses and allocated loss expenses developed on cases known to exist at December 31, 2011	$	391		$	11		$	(1,162	)	$	1,386		$	2,228		$	(453	)
Losses and allocated loss expenses reported on cases unknown at December 31, 2011		418			89			544			624			1,349			8,253
Losses and allocated loss expenses developed on cases known to exist at December 31, 2014																			$	1,240		$	(301	)	$	(4,529	)	$	8,829		$	14,858		$	17,220
Losses and allocated loss expenses reported on cases unknown at December 31, 2014																				432			44			1,147			400			1,348			16,886
Unallocated loss expenses paid		471			148			123			717			887			2,942			193			57			245			832			758			1,363
Change in reserves for incurred but not reported losses and allocated and unallocated loss expenses		(3,034	)		(384	)		(1,533	)		(4,363	)		(2,423	)		(15,878	)		(7,892	)		(1,168	)		1,167			(9,202	)		(21,650	)		(32,565	)
Net (savings) deficiency on losses from directly-produced business		(1,754	)		(136	)		(2,028	)		(1,636	)		2,041			(5,136	)		(6,027	)		(1,368	)		(1,970	)		859			(4,686	)		2,904

(Savings) deficiency reported under voluntary reinsurance assumption agreements and residual markets		(2,750	)		(141	)		(1,555	)		(1,012	)		4,180			52			(218	)		4,053			(2,696	)		4,671			(1,595	)		(3,989	)

Net (savings) deficiency	$	(4,504	)	$	(277	)	$	(3,583	)	$	(2,648	)	$	6,221		$	(5,084	)	$	(6,245	)	$	2,685		$	(4,666	)	$	5,530		$	(6,281	)	$	(1,085	)

	2015			2014
Fleet transportation		55.7	%		58.8	%
All other		96.4			93.9
All lines		59.2			61.0

RECONCILIATION OF LIABILITY FOR LOSSES AND LOSS ADJUSTMENT
EXPENSES (GAAP BASIS)

	Year Ended December 31
	2015			2014			2013
NET OF REINSURANCE RECOVERABLE:	(in thousands)
Liability for losses and LAE at the
Beginning of the year	$	295,583		$	288,088		$	289,236

Provision for losses and LAE:
Claims occurring during the current year		165,812			169,950			156,264
Claims occurring during prior years		(10,062	)		(10,354	)		(5,563	)
		155,750			159,596			150,701
Payments of losses and LAE:
Claims occurring during the current year		56,710			59,826			47,908
Claims occurring during prior years		92,870			92,275			103,941
		149,580			152,101			151,849


Liability for losses and LAE at end of year		301,753			295,583			288,088

Reinsurance recoverable on unpaid losses
at end of the year		211,843			210,519			186,382

Liability for losses and LAE, gross of
reinsurance recoverable, at end of the year	$	513,596		$	506,102		$	474,470

	Period Ending
Index	12/31/07		12/31/08		12/31/09		12/31/10		12/31/11		12/31/12
Baldwin & Lyons, Inc.		100.00		69.48		98.94		103.59		100.27		114.84
NASDAQ Insurance Index		100.00		90.40		93.38		110.31		116.52		136.14
Russell 2000		100.00		66.21		84.20		106.82		102.36		119.09

	Direct and Assumed				Net				Gross				Net
Line of Business (Segment)	2012		2011		2012		2011		2015		2014		2015		2014

Property and casualty insurance	$	373,667	$	330,683	$	221,569	$	199,219	$	464,305	$	449,133	$	254,299	$	241,215
Reinsurance		81,787		90,873		67,667		90,873		49,291		56,969		47,454		54,369

	$	455,454	$	421,556	$	289,236	$	290,092	$	513,596	$	506,102	$	301,753	$	295,584

	10 Point Increase	10 Point Decrease	20 Point Increase	20 Point Decrease
Gross reserves	$~~39.4~~64.6 million	~~$39.1~~($42.3) million	$~~78.8~~129.1 million	~~$60.0~~($76.7) million
Net reserves	$~~17.6~~26.2 million	~~$17.7~~($18.9) million	$~~32.2~~48.0 million	~~$28.1~~($30.6) million

			Increase (Decrease)								Increase (Decrease)
	Fair		Interest			Equity			Fair		Interest			Equity
	Value		Rate Risk			Risk			Value		Rate Risk			Risk
2012:
2015:
Fixed maturities
U.S. government obligations	$	70,742	$	(1,094	)	$	-		$	103,245	$	(1,430	)	$	-
Residential mortgage-backed securities		25,040		(1,455	)		-			4,776		(103	)		-
Commercial mortgage-backed securities		11,828		(687	)		-			30,595		(655	)		-
State and municipal obligations		194,865		(2,379	)		-			110,578		(3,326	)		-
Corporate securities		120,596		(2,954	)		-			164,025		(5,030	)		-
Foreign government obligations		22,598		(679	)		-			23,965		(531	)		-
Total fixed maturities		445,669		(9,248	)		-			437,184		(11,075	)		-
Equity securities:
Financial institutions		12,394		-			(1,239	)		21,694		-			(2,169	)
Industrial & miscellaneous		95,188		-			(9,519	)		123,804		-			(12,380	)
Total equity securities		107,582		-			(10,758	)		145,498		-			(14,549	)
Limited partnerships		59,954		-			(4,050	)		75,458		-			(5,349	)
Short-term		4,201		-			-			2,220		-			-
Total fixed maturities and other investments	$	617,406	$	(9,248	)	$	(14,808	)
Total									$	660,360	$	(11,075	)	$	(19,898	)


2011:
2014:
Fixed maturities
U.S. government obligations	$	73,137	$	(1,000	)	$	-		$	101,094	$	(1,208	)	$	-
Government sponsored entities		349		(3	)		-
Residential mortgage-backed securities		21,872		(542	)		-			6,066		(198	)		-
Commercial mortgage-backed securities		11,300		(280	)		-			36,440		(1,183	)		-
State and municipal obligations		190,035		(2,983	)		-			113,777		(3,224	)		-
Corporate securities		91,646		(1,785	)		-			166,966		(5,646	)		-
Foreign government obligations		21,121		(652	)		-			27,466		(922	)		-
Total fixed maturities		409,460		(7,245	)		-			451,809		(12,381	)		-
Equity securities:
Financial institutions		9,428		-			(943	)		25,343		-			(2,534	)
Industrial & miscellaneous		78,657		-			(7,866	)		136,764		-			(13,676	)
Total equity securities		88,085		-			(8,809	)		162,107		-			(16,210	)
Limited partnerships		54,705		-			(3,747	)		81,230		-			(5,450	)
Short-term		3,675		-			-			2,966		-			-
Total fixed maturities and other investments	$	555,925	$	(7,245	)	$	(12,556	)
Total									$	698,112	$	(12,381	)	$	(21,660	)

	Payments Due by Period										Payments Due by Period
	Total		Less than 1 year		1 - 3 Years		3 - 5 Years		More Than 5 Years		Total		Less than 1 year		1 - 3 Years		3 - 5 Years		More Than 5 Years
	(dollars in millions)										(dollars in millions)
Loss and loss expense reserves	$	455.5	$	157.1	$	130.7	$	53.3	$	114.4	$	513.6	$	174.6	$	174.6	$	63.7	$	100.7

Investment commitments		7.8		7.8		-		-		-		17.5		17.5		-		-		-

Operating leases		1.1		1.0		0.1		-		-		0.3		0.2		0.1		-		-

Borrowings		10.0		10.0		-		-		-		20.0		20.0		-		-		-

Total	$	474.4	$	175.9	$	130.8	$	53.3	$	114.4	$	551.4	$	212.3	$	174.7	$	63.7	$	100.7

Consolidated Balance Sheets
Baldwin & Lyons, Inc. and Subsidiaries

		December 31
		2012		2011
		(dollars in thousands)
Assets
Investments:
Fixed maturities		$	445,669	$	409,460
Equity securities			107,582		88,085
Limited partnerships			59,954		54,705
Short-term and other			4,201		3,675
			617,406		555,925

Cash and cash equivalents			71,549		89,726
Accounts receivable--less allowance (2012, $538; 2011, $659)			83,400		74,094
Accrued investment income			4,387		4,337
Reinsurance recoverable			175,191		138,404
Prepaid reinsurance premiums			2,679		3,059
Deferred policy acquisition costs			3,091		4,578
Property and equipment--less accumulated depreciation
	(2012, $15,184; 2011, $13,486)		12,257		12,991
Other assets			9,818		11,707
Current federal income taxes recoverable			3,246		3,354
Deferred federal income taxes			-		7,119
		$	983,024	$	905,294

Liabilities and Shareholders' Equity
Reserves:
Losses and loss expenses		$	455,454	$	421,556
Unearned premiums			37,273		39,919
			492,727		461,475

Reinsurance payable			32,798		28,330
Short-term borrowings			10,000		10,000
Depository liabilities			42,503		36,436
Accounts payable and other liabilities			49,706		49,992
Deferred federal income taxes			8,578		-
			636,312		586,233
Shareholders' equity:
Common stock, no par value:
Class A voting -- authorized 3,000,000 shares;
outstanding -- 2012 - 2,623,109; 2011 - 2,623,109 shares			112		112
Class B non-voting -- authorized 20,000,000 shares;
outstanding -- 2012 - 12,290,035; 2011 - 12,225,348 shares			524		522
Additional paid-in capital			50,275		48,751
Unrealized net gains on investments			35,467		26,592
Foreign exchange adjustment			1,976		1,759
Retained earnings			258,358		241,325
			346,712		319,061
		$	983,024	$	905,294

Consolidated Statements of Operations
Baldwin & Lyons, Inc. and Subsidiaries


	Year Ended December 31									Year Ended December 31
	2012			2011			2010			2015			2014			2013
	(dollars in thousands, except per share data)									(dollars in thousands, except per share data)
Revenue:
Net premiums earned	$	237,461		$	244,570		$	214,738		$	263,335		$	261,627		$	252,743
Net investment income		9,930			10,729			11,335			12,498			9,055			8,770
Commissions and other income		5,722			6,098			6,911			5,703			6,430			5,944
Net realized gains (losses) on investments, excluding
Net realized gains on investments, excluding
impairment losses		9,899			(15,897	)		16,527			6,439			15,619			24,257
Total other-than-temporary impairment losses on investments		(894	)		(1,987	)		(42	)		(7,700	)		(689	)		(744	)
Portion of other-than-temporary impairment losses
recognized in other comprehensive income		6			81			-			-			-			2
Net realized gains (losses) on investments		9,011			(17,803	)		16,485			(1,261	)		14,930			23,515
		262,124			243,594			249,469			280,275			292,042			290,972
Expenses:
Losses and loss expenses incurred		138,088			215,555			145,952			155,750			159,596			150,701
Other operating expenses		77,430			73,328			68,704			90,573			88,048			85,361
		215,518			288,883			214,656			246,323			247,644			236,062
Income (loss) before federal income taxes		46,606			(45,289	)		34,813
Income before federal income taxes											33,952			44,398			54,910

Federal income taxes (benefits)		14,687			(17,114	)		9,798
Net income (loss)	$	31,919		$	(28,175	)	$	25,015
Federal income taxes											10,669			14,681			18,322
Net income										$	23,283		$	29,717		$	36,588

Per share data:
Basic and diluted earnings (losses)	$	2.15		$	(1.90	)	$	1.69

Cash dividends paid	$	1.00		$	1.00		$	2.25
Basic and diluted earnings										$	1.55		$	1.98		$	2.45

Consolidated Statements of Shareholders' Equity
Baldwin & Lyons, Inc. and Subsidiaries



	2012			2011			2010			2015			2014			2013
	(dollars in thousands)									(dollars in thousands)

Shareholders' equity at beginning of year	$	319,061		$	368,735		$	372,943		$	399,496		$	381,724		$	346,712

Net income (loss)		31,919			(28,175	)		25,015
Net income											23,283			29,717			36,588

Other comprehensive income (loss)		9,092			(7,532	)		2,449			(14,372	)		1,740			13,047

Cash dividends paid to shareholders		(14,886	)		(14,846	)		(33,212	)		(15,003	)		(14,947	)		(14,943	)

Issuance of common stock		1,526			879			1,540			1,094			1,262			320

Shareholders' equity at end of year:	$	346,712		$	319,061		$	368,735		$	394,498		$	399,496		$	381,724

Consolidated Statements of Cash Flows
Baldwin & Lyons, Inc. and Subsidiaries

	2015			2014			2013
	(dollars in thousands)
Operating activities
Net income	$	23,283		$	29,717		$	36,588
Adjustments to reconcile net income to net cash
provided by operating activities:
Change in accounts receivable and unearned premium		22,939			3,230			(16,488	)
Change in accrued investment income		(307	)		(234	)		939
Change in reinsurance recoverable on paid losses		4,458			(2,785	)		(1,618	)
Change in losses and loss expenses reserves net of reinsurance		6,325			7,545			(1,264	)
Change in other assets, other liabilities and current income taxes		(28,299	)		(4,847	)		29,892
Amortization of net policy acquisition costs		21,314			25,075			26,592
Net policy acquisition costs deferred		(20,495	)		(25,019	)		(25,819	)
Provision for deferred income taxes (benefits)		(1,819	)		1,640			939
Bond amortization		3,388			4,235			5,068
(Gain) loss on sale of property		18			474			(27	)
Depreciation		5,037			4,797			4,300
Net realized (gains) losses on investments		1,261			(14,930	)		(23,515	)
Compensation expense related to restricted stock		1,094			1,262			320
Net cash provided by operating activities		38,197			30,160			35,907

Investing activities
Purchases of fixed maturities and equity securities		(342,592	)		(288,283	)		(369,259	)
Purchases of limited partnership interests		(409	)		(6,886	)		(3,568	)
Distributions from limited partnerships		4,494			1,752			2,528
Proceeds from maturities		161,706			98,714			129,113
Proceeds from sales of fixed maturities		117,338			167,406			207,723
Proceeds from sales of equity securities		53,270			19,263			29,858
Net sales (purchases) of short-term investments		746			1,925			(690	)
Purchases of property and equipment		(7,662	)		(13,451	)		(28,607	)
Proceeds from disposals of property and equipment		277			693			261
Net cash used in investing activities		(12,832	)		(18,867	)		(32,641	)

Financing activities
Dividends paid to shareholders		(15,003	)		(14,947	)		(14,943	)
Drawings on line of credit		-			10,000			-
Net cash used in financing activities		(15,003	)		(4,947	)		(14,943	)

Effect of foreign exchange rates on cash and cash equivalents		(1,456	)		(1,011	)		(575	)

Increase (decrease) in cash and cash equivalents		8,906			5,335			(12,252	)
Cash and cash equivalents at beginning of year		64,632			59,297			71,549
Cash and cash equivalents at end of year	$	73,538		$	64,632		$	59,297

Note B - Investments

The following is a summary of available for sale securities at December 31:

										Net
			Cost or		Gross		Gross			Unrealized
	Fair		Amortized		Unrealized		Unrealized			Gains
	Value		Cost		Gains		Losses			(Losses)
2012:
U.S. government obligations	$	70,742	$	70,720	$	43	$	(21	)	$	22
Residential mortgage-backed securities		25,040		23,954		1,218		(132	)		1,086
Commercial mortgage-backed securities		11,828		11,006		849		(27	)		822
State and municipal obligations		194,865		194,258		757		(150	)		607
Corporate securities		120,596		118,574		2,923		(901	)		2,022
Foreign government obligations		22,598		22,047		602		(51	)		551
Total fixed maturities		445,669		440,559		6,392		(1,282	)		5,110
Equity securities:
Financial institutions		12,394		5,925		6,542		(73	)		6,469
Industrial & miscellaneous		95,188		52,202		44,568		(1,582	)		42,986
Total equity securities		107,582		58,127		51,110		(1,655	)		49,455
Total available-for-sale securities	$	553,251	$	498,686	$	57,502	$	(2,937	)		54,565

							Applicable federal income taxes				(19,098	)

							Net unrealized gains - net of tax			$	35,467

2011:
U.S. government obligations	$	73,137	$	73,009	$	139	$	(11	)	$	128
Government sponsored entities		349		345		4		-			4
Residential mortgage-backed securities		21,872		21,778		619		(525	)		94
Commercial mortgage-backed securities		11,300		11,388		116		(204	)		(88	)
State and municipal obligations		190,035		188,991		1,275		(231	)		1,044
Corporate securities		91,646		91,949		1,429		(1,732	)		(303	)
Foreign government obligations		21,121		21,483		168		(530	)		(362	)
Total fixed maturities		409,460		408,943		3,750		(3,233	)		517
Equity securities:
Financial institutions		9,428		4,955		4,778		(305	)		4,473
Industrial & miscellaneous		78,657		42,736		36,921		(1,000	)		35,921
Total equity securities		88,085		47,691		41,699		(1,305	)		40,394
Total available-for-sale securities	$	497,545	$	456,634	$	45,449	$	(4,538	)		40,911

							Applicable federal income taxes				(14,319	)

							Net unrealized gains - net of tax			$	26,592

	2015							2014
	Number of Securities		Fair Value		Gross Unrealized Loss			Number of Securities		Fair Value		Gross Unrealized Loss
Fixed maturity securities:
12 months or less		328	$	205,475	$	(5,070	)		591	$	176,756	$	(6,083	)
Greater than 12 months		168		108,043		(4,444	)		140		27,667		(1,407	)
Total fixed maturities		496		313,518		(9,514	)		731		204,423		(7,490	)
Equity securities:
12 months or less		73		26,517		(5,130	)		33		13,538		(2,170	)
Greater than 12 months		-		-		-			3		686		(64	)
Total equity securities		73		26,517		(5,130	)		36		14,224		(2,234	)
Total		569	$	340,035	$	(14,644	)		767	$	218,647	$	(9,724	)

	Fair Value				Cost or Amortized Cost				Fair Value				Cost or Amortized Cost

One year or less	$	152,034	34.1	%	$	151,687	34.4	%	$	74,187	17.0	%	$	75,854	17.1	%
Excess of one year to five years		222,173	49.9			220,010	49.9			242,713	55.5			244,033	55.1
Excess of five years to ten years		21,492	4.8			21,122	4.8			36,452	8.3			37,269	8.4
Excess of ten years		3,137	0.7			3,044	0.7			3,218	0.8			2,901	0.7
Total maturities		398,836	89.5			395,863	89.8			356,570	81.6			360,057	81.3
Asset-backed securities		46,833	10.5			44,696	10.2			80,614	18.4			82,521	18.7
	$	445,669	100.0	%	$	440,559	100.0	%	$	437,184	100.0	%	$	442,578	100.0	%

The major components of the developments shown above are as follows for the years ended December 31:

	2015			2014			2013

Property and casualty insurance	$	(10,289	)	$	(5,423	)	$	(1,725	)
Reinsurance		227			(4,931	)		(3,838	)
Totals	$	(10,062	)	$	(10,354	)	$	(5,563	)

	Premiums Written									Premiums Earned
	2015			2014			2013			2015			2014			2013
Direct	$	366,668		$	343,200		$	314,784		$	370,499		$	342,656		$	313,842
Ceded on direct		(128,338	)		(118,942	)		(112,967	)		(128,135	)		(117,973	)		(111,057	)
Net direct		238,330			224,258			201,817			242,364			224,683			202,785

Assumed		16,885			39,188			54,692			21,533			38,219			52,783
Ceded on assumed		(562	)		(1,275	)		(2,825	)		(562	)		(1,275	)		(2,825	)
Net assumed		16,323			37,913			51,867			20,971			36,944			49,958

Net	$	254,653		$	262,171		$	253,684		$	263,335		$	261,627		$	252,743

	2015		2014
Case unpaid losses, net of valuation allowance	$	120,320	$	143,403
Incurred but not reported unpaid losses and loss expenses		90,578		66,325
Paid losses and loss expenses		2,452		6,910
Unearned premiums		2,538		3,583
	$	215,888	$	220,221

Federal income tax expense (benefit) consists of the following:
	2012		2011			2010
Taxes (credits) on pre-tax income (loss):
Current	$	10,819	$	(8,205	)	$	9,752
Deferred		3,868		(8,909	)		46
	$	14,687	$	(17,114	)	$	9,798

Federal income tax expense consists of the following:
	2015			2014		2013
Taxes (benefit) on pre-tax income:
Current	$	12,488		$	13,041	$	17,383
Deferred		(1,819	)		1,640		939
	$	10,669		$	14,681	$	18,322

The components of the provision for deferred federal income taxes (credits) are as follows:
The components of the provision for deferred federal income taxes are as follows:											The components of the provision for deferred federal income taxes are as follows:

		2012			2011			2010				2015			2014			2013
Limited partnerships		$	3,013		$	(7,196	)	$	485			$	(2,865	)	$	2,025		$	1,058
Discounts of loss and loss expense reserves			(57	)		(2,546	)		(107	)			1,526			113			313
Unearned premium discount			265			(30	)		(517	)			608			(38	)		(65	)
Deferred compensation			112			499			(735	)			(127	)		(685	)		(146	)
Other-than-temporary investment declines			169			(240	)		571				(1,416	)		(19	)		680
Deferred acquisitions costs and ceding commission			(520	)		(87	)		(27	)			(287	)		(20	)		(271	)
Other			886			691			376				742			264			(630	)
	Provision for deferred federal income tax (credits)	$	3,868		$	(8,909	)	$	46
Provision for deferred federal income tax												$	(1,819	)	$	1,640		$	939

	2012			2011
Balance at January 1	$	6,000		$	6,000
Reductions for tax positions of the current year		-			-
Reductions for tax positions of prior years		(6,000	)		-
Balance at December 31	$	-		$	6,000

Note F - Shareholders' Equity

Changes in common stock outstanding and additional paid-in capital are as follows:	Changes in common stock outstanding and additional paid-in capital are as follows:													Changes in common stock outstanding and additional paid-in capital are as follows:
												Additional													Additional
				Class A					Class B			Paid-in					Class A					Class B			Paid-in
		Shares			Amount		Shares			Amount		Capital			Shares			Amount		Shares			Amount		Capital
Balance at January 1, 2010			2,623,109		$	112		12,109,878		$	517	$	46,337
Balance at January 1, 2013																2,623,109		$	112		12,290,035		$	524	$	50,275
Restricted stock grants			-			-		77,131			3		1,537			-			-		14,156			1		319
Balance at December 31, 2010			2,623,109			112		12,187,009			520		47,874
Balance at December 31, 2013																2,623,109			112		12,304,191			525		50,594
Restricted stock grants			-			-		38,339			2		877			-			-		52,198			2		1,260
Balance at December 31, 2011			2,623,109			112		12,225,348			522		48,751
Balance at December 31, 2014																2,623,109			112		12,356,389			527		51,854
Restricted stock grants			-			-		64,687			2		1,524			-			-		46,552			2		1,092
Balance at December 31, 2012			2,623,109		$	112		12,290,035		$	524	$	50,275
Balance at December 31, 2015																2,623,109		$	112		12,402,941		$	529	$	52,946

Note G - Other Operating Expenses

Details of other operating expenses for the years ended December 31:

		2012			2011			2010
Amortization of gross deferred policy acquisition costs		$	41,957		$	40,712		$	34,048
Other underwriting expenses			27,242			25,290			23,894
Expense allowances from reinsurers			(15,185	)		(11,503	)		(10,081	)
	Total underwriting expenses		54,014			54,499			47,861

Operating expenses of non-insurance companies			23,416			18,829			20,843
	Total other operating expenses	$	77,430		$	73,328		$	68,704

Effective	Number of Shares		Vesting		Value
Date	Issued		Date	Period	Per Share

6/11/2009		20,900	5/5/2010	7/1/2009 - 6/30/2010	$	21.05

5/4/2010		17,754	5/4/2011	7/1/2010 - 6/30/2011	$	24.78

5/10/2011		19,558	5/10/2012	7/1/2011 - 6/30/2012	$	22.50

5/8/2012		20,119	5/8/2013	7/1/2012 - 6/30/2013	$	21.87

SCHEDULE I -- SUMMARY OF INVESTMENTS-
OTHER THAN INVESTMENTS IN RELATED PARTIES

Form 10-K - Year Ended December 31, 2012

Baldwin & Lyons, Inc. and Subsidiaries
(Dollars in thousands)


Column A	Column B		Column C		Column D

					Amount At
					Which Shown
			Fair		In The Balance
Type of Investment	Cost		Value		Sheet (A)

Fixed Maturities:
Bonds:
U.S. government obligations		70,720		70,742		70,742
Mortgage-backed securities		34,960		36,868		36,868
State and municipal obligations		194,258		194,865		194,865
Foreign government obligations		22,047		22,598		22,598
Corporate securities		118,574		120,596		120,596
Total fixed maturities		440,559		445,669		445,669

Equity Securities:
Common Stocks:
Industrial, miscellaneous and all other		58,127		107,582		107,582
Total equity securities		58,127		107,582		107,582

Limited partnerships		59,954		59,954		59,954

Short-term:
Certificates of deposit		4,201		4,201		4,201
Total short-term and other		4,201		4,201		4,201

Total investments	$	562,841	$	617,406	$	617,406

(A) Investments presented above do not include $64,450 of money market funds classified with cash and
cash equivalents in the balance sheet.