8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 12, 2014

ALLEGHANY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-9371	51-0283071
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
7 Times Square Tower, 17th Floor, New York, New York		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 752-1356

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 7.01. Regulation FD Disclosure.

On February 12, 2014, at approximately 4:05 p.m. Eastern Time, Weston M. Hicks, President and chief executive officer of Alleghany Corporation (“Alleghany”), will present at the Bank of America Merrill Lynch 2014 Insurance Conference. The presentation will include an overview of Alleghany’s businesses, a discussion of its financial condition and its outlook going forward. A copy of the presentation materials is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

A live audio webcast and accompanying presentation materials will be available at http://www.veracast.com/webcasts/baml/insurance2014/id72113192632.cfm. A replay of the webcast will be available on the site beginning approximately one hour after conclusion of the live event and for 90 days thereafter.

The information hereunder shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

          99.1 Presentation, dated February 12, 2014

SIGNATURES

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

	ALLEGHANY CORPORATION
Date: February 12, 2014	By:	/s/ John L. Sennott, Jr.
		Name:	John L. Sennott, Jr.
		Title:	Senior Vice President and chief financial officer

2

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Presentation, dated February 12, 2014

EX-99.1

Alleghany

Exhibit 99.1

FORWARD-LOOKING STATEMENTS

This presentation contains “forward-looking statements”

within the meaning

of the Private Securities Litigation Reform Act of 1995. These forward-looking

statements are not historical facts but instead represent only Alleghany’s

belief regarding future events, many of which, by their nature, are inherently

uncertain and outside Alleghany’s control.  Except for Alleghany’s ongoing

obligation to disclose material information as required by federal securities

laws, Alleghany is not under any obligation (and expressly disclaims any

obligation) to update or alter any projections, goals, assumptions, or other

statements, whether written or oral, that may be made from time to time,

whether as a result of new information, future events or otherwise.  Factors

that could cause Alleghany’s actual results and experience to differ, possibly

materially, from those expressed in the forward-looking statements include

the factors set forth in Alleghany’s most recent Annual Report on Form 10-K

and Quarterly Reports on Form 10-Q filed with the United States Securities

and Exchange Commission.

**

**

Long Track Record of Stable Leadership

Otis & Mantis Van Sweringen (founders)

Robert Young (1937-1958) –

21 years

Allan Kirby (1958-1967) –

9 years

F.M. Kirby (1967-1992) –

25 years

John J. Burns, Jr. (1992-2004) –

12 years

Weston M. Hicks (2004-)

**

**

From Railroads to Financial Services

Nickel Plate Railroad

Chesapeake & Ohio Railroad

New York Central

MSL Industries

Jones Motor

World Minerals

Investors Diversified Services

Chicago Title & Trust

Sacramento Savings Bank

Underwriters Re

Railroads

Industrials

Financials

**

**

Lessons from Alleghany’s Past

1.

Acquisitions should be opportunistic –

buy

when seller has to sell

2.

Excess capital and holding company liquidity

are necessary to implement (1.)

3.

Long-term performance requires

preservation of capital in times of stress

“There’s nothing wrong with getting rich slowly”

-

John J. Burns, Jr.

**

**

The Alleghany Value Proposition

•

Underwriting subsidiaries compete with

“giants”

by being more nimble & creative

•

Holding company model frees operating

management to focus exclusively on their

business

•

Parent company sets incentives, allocates

capital, and adds value through investment

function

**

**

Alleghany focuses on the long-term

Those who built the great companies in our research

distinguished between share value

and share price, between

shareholders

and shareflippers, and recognized that their

responsibility lay in building shareholder value, not in

maximizing shareflipper price.

-

Jim Collins, How The Mighty Fall

**

**

Major Insurance Transactions

(2012)

(2007)

(2006-2013)

(2003-2008)

(2003)

(2002)

**

**

Alleghany Transformed: 2002-2013

2002

09/13

Change

Capitol Companies

$    0.2

$   0.3

$    0.1

TransRe

-

4.4

4.4

RSUI

-

1.6

1.6

Other

0.3

0.2

(0.1)

Operating subsidiaries

$    0.5

$   6.5 

$    6.0

Parent investments

$    1.0

$   0.9

$   (0.1)

Parent debt, other

(0.1)

(0.7)

(0.6)

Parent, net

$    0.9

$   0.2

$   (0.7)

Stockholders’

equity

$    1.4

$   6.7

$    5.3

Book value per share

$ 162.75

$ 400.60

$ 237.85

Parent company balance sheet ($ billions)

**

**

Minimal Goodwill & Intangibles

As % of Stockholders’

Equity (9/30/13)

**

**

•

Acquired March 6, 2012 for $3.5 billion in cash

and stock

•

Leading specialty professional reinsurer with

highly diversified business

•

Over $500 million of underwriting profits from

acquisition date through 3Q/13; on track for

record underwriting profits

•

Successful 1/1 renewal season –

new business

exceeded expiring by 11%

****

•

Acquired July 1, 2003 from Royal & Sun

Alliance; initial investment $626 million

•

Cumulative underwriting profits of almost

$1.2 billion (through 3Q/13) under Alleghany

ownership

•

Stockholder’s equity $1.6 billion at the end of

3Q/13

•

Long-term average combined ratio of 81%

including

Katrina

and

Sandy

RSUI’s Combined Ratio

60%

86%

122%

71%

69%

80%

70%

73%

82%

99%

80%

**

**

•

Regional binding authority + strong

commercial surety business

•

Binding authority business has low loss ratio,

but expense ratio is too high

•

Surety has excellent long-term underwriting

record, averaging a combined ratio of 85%

•

Stephen Sills new CEO in 2013; plans in place

to grow into expense structure

****

•

Jan Frank has had a busy first year as CEO

•

New chief underwriting officer, new chief

actuary and new head of claims

•

Annualized premium has grown from $25 mm

at end of 2012 to close to $48 mm at end of

2013

•

Reducing writings in LA basin and establishing

new distribution partners

Investment Organization

Roundwood Asset

Management LLC

Alleghany Capital

Corporation

•

Manages public equity

portfolios of TransRe,

RSUI, and Capitol

Companies

•

$ 2 billion of AUM

•

7 investment

professionals

•

Buyouts of family-owned,

non-financial businesses

and growth capital

investments

•

~$200 mm invested

•

4 investment

professionals

**

**

World Class Outside Managers

Manages fixed income

securities for RSUI, Capitol,

and PacificComp

Manages fixed income

securities for TransRe

$ 1 billion allocation to

CLOs, High Yield, and other

credit strategies

**

**

Roundwood Asset Management LLC

•

2013 outperformed S&P 500 by ~240 basis

points with below-average market risk

•

Invest in strong businesses at reasonable

prices based on proprietary fundamental

research

•

Expect <25 positions with 10-15% turnover

•

Headed by F. Jack Liebau

**

**

Largest Positions

As of December 31, 2013

**

**

Alleghany Capital Corporation

•

Major investments include Stranded Oil

Resources Corporation (“SORC”), Bourn &

Koch, and Kentucky Trailer

•

Expect to make 1-2 acquisitions per year in

the $50-$100 mm enterprise value range

•

Goal is to have a portfolio of non-insurance

businesses producing steady stream of cash

flow to holding company

**

**

ACC Major Investments

Developing first oil recovery project

in Fredonia, Kansas

Successful year in 2013, with results

in line with acquisition expectations

Now 80% owned following 1/14

completion of 2-stage transaction

Two major oil companies are

developing subsalt exploration plays

**

**

Opportunities

•

Better underlying economy = exposure growth

•

Improving pricing in casualty lines

•

Standard market price increases = E&S

opportunity

•

Growth initiatives at Capitol and potential

turnaround at PacificComp

•

ACC investments

•

Share repurchases at discount to book value

**

**

Challenges

•

Low interest rates reduce nominal ROE potential

of all insurance businesses

•

Property market seeing increased competition

•

New non-traditional entrants to property

reinsurance market and falling demand from

large clients

•

Observed increase in frequency of severe

weather events

•

Relentless claims inflation in California workers’

compensation

**

**

Rolling 5-Year Cumulative Returns

Y Book Value “beta”

= 0.24

**

**

S&P 500 Returns with Less Risk

8.5%

7.4%

7.7%

Annualized returns; 2003=100

**

**

Alleghany

*****

*****

*****

*****