UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | |||
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FORM 8-K | |||
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CURRENT REPORT | |||
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Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 | |||
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Date of Report: August 15, 2008 (Date of earliest event reported) | |||
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CINCINNATI FINANCIAL CORPORATION | |||
(Exact name of registrant as specified in its charter) | |||
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Ohio | 0-4604 | 31-0746871 | |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
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6200 S. Gilmore Road, Fairfield, Ohio | 45014-5141 | ||
(Address of principal executive offices) | (Zip Code) | ||
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Registrants telephone number, including area code: (513) 870-2000 | |||
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N/A (Former name or former address, if changed since last report.) | |||
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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 240.13a-4(c)) |
Item 7.01 Regulation FD Disclosure.
On August 15, 2008, the Cincinnati Financial Corporation board of directors appointed Chief Executive Officer and President Kenneth W. Stecher to its executive and investment committees. Mr. Stecher was appointed to the board of directors on June 14, 2008.
On August 18, 2008, Cincinnati Financial Corporation issued the attached news release Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend. The news release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. This report should not be deemed an admission as to the materiality of any information contained in the news release.
The information furnished in Item 7.01 of this report shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 News Release dated August 18, 2007, Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| CINCINNATI FINANCIAL CORPORATION |
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Date: August 18, 2008 | /S/Steven J. Johnston |
| Steven J. Johnston , FCAS, MAAA, CFA |
| Chief Financial Officer, Secretary and Treasurer |
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CINCINNATI FINANCIAL CORPORATION
Investor Contact: Heather J. Wietzel
513-870-2768
CINF-IR@cinfin.com
Media Contact: Joan O. Shevchik
513-603-5323
Media_Inquiries@cinfin.com
Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend
Cincinnati, August 18, 2008 Cincinnati Financial Corporation (Nasdaq: CINF) today announced that the board of directors has declared a 39 cents per share regular quarterly cash dividend payable October 15, 2008, to shareholders of record as of September 19, 2008. The current dividend level reflects the 9.9 percent increase in the quarterly dividend rate announced by the board in February. That action set the stage for the 48th consecutive increase in the annual cash dividend.
Kenneth W. Stecher, president and chief executive officer, commented, The board declared another quarterly cash dividend at the level established in February. The board supports managements view that our solid insurance operations will continue to contribute to our earnings and that our investment operations can sustain our financial position. The board indicated that its intention remains to continue rewarding shareholders with cash dividends that rise consistently.
Our capital position and cash flow continue to support our current cash dividend payout. We expect the companys performance will allow these measures to remain at a level that provides our board the flexibility to consider future increases for our shareholders, Stecher said.
Cincinnati Financial Corporation offers property and casualty insurance, our main business, through our three standard market companies, The Cincinnati Insurance Company, The Cincinnati Indemnity Company and The Cincinnati Casualty Company. The Cincinnati Specialty Underwriters Insurance Company provides excess and surplus lines property and casualty insurance. The Cincinnati Life Insurance Company markets life and disability income insurance and annuities. CSU Producer Resources, Inc. is our excess and surplus lines brokerage, serving the same local independent agencies that offer our standard market policies. CFC Investment Company offers commercial leasing and financial services. CinFin Capital Management Company provides asset management services to institutions, corporations and nonprofit organizati ons. For additional information about the company, please visit www.cinfin.com. Mailing Address: Street Address: P.O. Box 145496 6200 South Gilmore Road Cincinnati, Ohio 45250-5496 Fairfield, Ohio 45014-5141 |
Safe Harbor Statement
This is our Safe Harbor statement under the Private Securities Litigation Reform Act of 1995. Our business is subject to certain risks and uncertainties that may cause actual results to differ materially from those suggested by the forward-looking statements in this report. Some of those risks and uncertainties are discussed in our 2007 Annual Report on Form 10-K, Item 1A, Risk Factors, Page 21. Although we often review and update our forward-looking statements when events warrant, we caution our readers that we undertake no obligation to do so.
Factors that could cause or contribute to such differences include, but are not limited to:
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Unusually high levels of catastrophe losses due to risk concentrations, changes in weather patterns, environmental events, terrorism incidents or other causes
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Events or conditions that could weaken or harm the companys relationships with its independent agencies and hamper opportunities to add new agencies, resulting in limitations on the companys opportunities for growth, such as:
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Multi-notch downgrades of the companys financial strength ratings
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Concerns that doing business with the company is too difficult or
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Perceptions that the companys level of service, particularly claims service, is no longer a distinguishing characteristic in the marketplace
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Further decline in overall stock market values negatively affecting the companys equity portfolio and book value; in particular further declines in the market value of financial sector stocks, including Fifth Third Bancorp (NASDAQ:FITB)
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Securities laws that could limit the manner, timing and volume of our investment transactions
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Events, such as the credit crisis triggered by subprime mortgage lending practices, that lead to:
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Significant decline in the value of a particular security or group of securities, such as our financial sector holdings, and impairment of the asset(s)
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Significant decline in investment income due to reduced or eliminated dividend payouts from a particular security or group of securities
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Significant rise in losses from surety and director and officer policies written for financial institutions
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Recession or other economic conditions or regulatory, accounting or tax changes resulting in lower demand for insurance products
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Prolonged low interest rate environment or other factors that limit the companys ability to generate growth in investment income or interest rate fluctuations that result in declining values of fixed-maturity investments
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Inaccurate estimates or assumptions used for critical accounting estimates
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Events or actions, including unauthorized intentional circumvention of controls, that reduce the companys future ability to maintain effective internal control over financial reporting under the Sarbanes-Oxley Act of 2002
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Changing consumer buying habits and consolidation of independent insurance agencies that could alter our competitive advantages
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Increased frequency and/or severity of claims
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Delays or inadequacies in the development, implementation, performance and benefits of technology projects and enhancements
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Ability to obtain adequate reinsurance on acceptable terms, amount of reinsurance purchased, financial strength of reinsurers and the potential for non-payment or delay in payment by reinsurers
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Increased competition that could result in a significant reduction in the companys premium growth rate
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Underwriting and pricing methods adopted by competitors that could allow them to identify and flexibly price risks, which could decrease our competitive advantages
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Personal lines pricing and loss trends that lead management to conclude that this segment could not attain sustainable profitability, which could prevent the capitalization of policy acquisition costs
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Actions of insurance departments, state attorneys general or other regulatory agencies that:
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Restrict our ability to exit or reduce writings of unprofitable coverages or lines of business
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Place the insurance industry under greater regulatory scrutiny or result in new statutes, rules and regulations
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Increase our expenses
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Add assessments for guaranty funds, other insurance related assessments or mandatory reinsurance arrangements; or that impair our ability to recover such assessments through future surcharges or other rate changes
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Limit our ability to set fair, adequate and reasonable rates
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Place us at a disadvantage in the marketplace or
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Restrict our ability to execute our business model, including the way we compensate agents
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Adverse outcomes from litigation or administrative proceedings
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Unforeseen departure of certain executive officers or other key employees due to retirement, health or other causes that could interrupt progress toward important strategic goals or diminish the effectiveness of certain longstanding relationships with insurance agents and others
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Investment activities or market value fluctuations that trigger restrictions applicable to the parent company under the Investment Company Act of 1940
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Events, such as an epidemic, natural catastrophe, terrorism or construction delays, that could hamper our ability to assemble our workforce at our headquarters location
Further, the companys insurance businesses are subject to the effects of changing social, economic and regulatory environments. Public and regulatory initiatives have included efforts to adversely influence and restrict premium rates, restrict the ability to cancel policies, impose underwriting standards and expand overall regulation. The company also is subject to public and regulatory initiatives that can affect the market value for its common stock, such as recent measures affecting corporate financial reporting and governance. The ultimate changes and eventual effects, if any, of these initiatives are uncertain.
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