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: August 5, 2009
(Date of earliest event reported)
CINCINNATI FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Ohio
|
|
0-4604
|
|
31-0746871 |
(State or other jurisdiction
|
|
(Commission
|
|
(I.R.S. Employer |
of incorporation)
|
|
File Number)
|
|
Identification No.) |
|
|
|
6200 S. Gilmore Road, Fairfield, Ohio
|
|
45014-5141 |
(Address of principal executive offices)
|
|
(Zip Code) |
Registrants telephone number, including area code: (513) 870-2000
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
o |
|
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 5, 2009, Cincinnati Financial Corporation posted presentation slides in PDF format on
www.cinfin.com/investors that will be used in investor presentations beginning that date. Exhibit
99.1 is a copy of the slides. The slides are being furnished pursuant to Item 7.01, and the
information contained therein shall not be deemed filed for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that
section. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be
incorporated by reference into the filings of the company under the Securities Act of 1933, as
amended. This report should not be deemed an admission as to the materiality of any information
contained in the news release.
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 2008 Annual Report on
Form 10-K, Item 1A, Risk Factors, Page 25. Although we often review or 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:
|
|
Unusually high levels of catastrophe losses due to risk concentrations, changes in
weather patterns, environmental events, terrorism incidents or other causes |
|
|
Increased frequency and/or severity of claims |
|
|
Inadequate estimates or assumptions used for critical accounting estimates |
|
|
Recession or other economic conditions resulting in lower demand for insurance
products or increased payment delinquencies |
|
|
Delays in adoption and implementation of underwriting and pricing methods that could
increase our pricing accuracy, underwriting profit and competitiveness |
|
|
Inability to defer policy acquisition costs for our personal lines segment if
pricing and loss trends would lead management to conclude this segment could not
achieve sustainable profitability |
|
|
Declines in overall stock market values negatively affecting the companys equity
portfolio and book value |
|
|
Events, such as the credit crisis, followed by prolonged periods of economic
instability, that lead to: |
|
o |
|
Significant or prolonged decline in the value of a particular security or group
of securities and impairment of the asset(s) |
|
|
o |
|
Significant decline in investment income due to reduced or eliminated dividend
payouts from a particular security or group of securities |
|
|
o |
|
Significant rise in losses from surety and director and officer policies written for financial institutions |
|
|
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, including declines in accounts in which we hold bank-owned life insurance contract assets |
|
|
Increased competition that could result in a significant reduction in the companys premium volume |
|
|
Changing consumer insurance-buying habits and consolidation of independent insurance agencies that could alter our competitive advantages |
|
|
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 |
|
|
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: |
|
o |
|
Multi-notch downgrades of the companys financial strength ratings |
|
|
o |
|
Concerns that doing business with the company is too difficult |
|
|
o |
|
Perceptions that the companys level of service, particularly claims service, is
no longer a distinguishing characteristic in the marketplace |
|
|
o |
|
Delays or inadequacies in the development, implementation, performance and
benefits of technology projects and enhancements |
|
|
Actions of insurance departments, state attorneys general or other regulatory agencies, including a change to a federal system of
regulation from a state-based system, that: |
|
o |
|
Restrict our ability to exit or reduce writings of unprofitable coverages or lines of business |
|
|
o |
|
Place the insurance industry under greater regulatory scrutiny or result in new statutes, rules and regulations |
|
|
o |
|
Increase our expenses |
|
|
o |
|
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 |
|
o |
|
Limit our ability to set fair, adequate and reasonable rates |
|
|
o |
|
Place us at a disadvantage in the marketplace |
|
|
o |
|
Restrict our ability to execute our business model, including the way we compensate agents |
|
|
Adverse outcomes from litigation or administrative proceedings |
|
|
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 |
|
|
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 |
|
|
Events, such as an epidemic, natural catastrophe or terrorism, 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.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 Investor presentation slides
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.
|
|
|
|
|
|
|
CINCINNATI FINANCIAL CORPORATION |
|
|
|
|
|
|
|
Date: August 5, 2009
|
|
/S/ Eric N. Mathews |
|
|
|
|
Eric N. Mathews, CPCU, AIAF
|
|
|
|
|
Vice President, Assistant Secretary and Assistant Treasurer |
|
|
|
|
(Principal Accounting Officer) |
|
|