8-K
CINCINNATI FINANCIAL CORP (CINF)
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: January 29, 2021
(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 <br>of incorporation) | (Commission <br>File Number) | (I.R.S. Employer <br>Identification No.) | |
| 6200 S. Gilmore Road | Fairfield, | Ohio | 45014‑5141 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (513) 870-2000
N/A
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock | CINF | Nasdaq Global Select Market |
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure
On January 29, 2021, Cincinnati Financial Corporation issued the attached news release “Cincinnati Financial Corporation Increases Regular Quarterly Cash Dividend.” The news release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. On February 1, 2021, Cincinnati Financial Corporation issued the attached news release "Cincinnati Financial Corporation Subsidiaries Announce Appointments and Promotions." The news release is furnished as Exhibit 99.2 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 foregoing information is being furnished pursuant to this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 – News release entitled, “Cincinnati Financial CorporationIncreasesRegular Quarterly Cash Dividend"
Exhibit 99.2 – News release entitled, “Cincinnati Financial CorporationSubsidiaries Announce Appointments and Promotions"
Exhibit 104 – The cover page from this Current Report on Form 8-K, formatted as Inline XBRL
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: February 1, 2021 | /S/ Michael J. Sewell |
| Michael J. Sewell, CPA | |
| Chief Financial Officer, Senior Vice President and Treasurer | |
| (Principal Accounting Officer) |
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| The Cincinnati Insurance Company n The Cincinnati Indemnity Company<br><br>The Cincinnati Casualty Company n The Cincinnati Specialty Underwriters Insurance Company<br><br>The Cincinnati Life Insurance Company n CFC Investment Company n CSU Producer Resources Inc.<br><br>Cincinnati Global Underwriting Ltd. n Cincinnati Global Underwriting Agency Ltd. |
|---|
Investor Contact: Dennis E. McDaniel, 513-870-2768
CINF-IR@cinfin.com
Media Contact: Betsy E. Ertel, 513-603-5323
Media_Inquiries@cinfin.com
Cincinnati Financial Corporation Increases Regular Quarterly Cash Dividend
Cincinnati, January 29, 2021 – Cincinnati Financial Corporation (Nasdaq: CINF) announced that at today’s regular meeting, the board of directors declared a 63-cents-per-share regular quarterly cash dividend, increasing from the previous 60-cents-per-share dividend paid on January 15, 2021. The dividend is payable April 15, 2021, to shareholders of record as of March 17, 2021.
Steven J. Johnston, chairman, president and chief executive officer, commented: “The company remains well positioned to reward shareholders in the near term and long term, thanks to our financial strength and the successes achieved by our outstanding independent agents and our talented associates who remained focused on our key growth and profitability initiatives.
“Cincinnati Financial shareholders have consistently benefited from increased dividends in each of the past 60 years, and this board action sets the stage for continuing that record for a 61st year. The board continues to favor regular dividends as the primary means of returning capital to shareholders.”
About Cincinnati Financial
Cincinnati Financial Corporation offers primarily business, home and auto insurance through The Cincinnati Insurance Company and its two standard market property casualty companies. The same local independent insurance agencies that market those policies may offer products of our other subsidiaries, including life insurance, fixed annuities and surplus lines property and casualty insurance. For additional information about the company, please visit 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 2019 Annual Report on Form 10-K, Item 1A, Risk Factors, Page 35 and Item 1A, Risk Factors in our subsequent Quarterly Reports on Form 10-Q.
Factors that could cause or contribute to such differences include, but are not limited to:
•Effects of the COVID-19 pandemic that could affect results for reasons such as:
◦Securities market disruption or volatility and related effects such as decreased economic activity that affect the company’s investment portfolio and book value
◦An unusually high level of claims in our insurance or reinsurance operations that increase litigation-related expenses
◦An unusually high level of insurance losses, including risk of legislation or court decisions extending business interruption insurance in commercial property coverage forms to cover claims for pure economic loss related to the COVID-19 pandemic
◦Decreased premium revenue and cash flow from disruption to our distribution channel of independent agents, consumer self-isolation, travel limitations, business restrictions and decreased economic activity
◦Inability of our workforce, agencies or vendors to perform necessary business functions
•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 or development of claims that are unforeseen at the time of policy issuance
•Inadequate estimates, assumptions or reliance on third-party data used for critical accounting estimates
•Declines in overall stock market values negatively affecting the company’s equity portfolio and book value
•Prolonged low interest rate environment or other factors that limit the company’s 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
•Domestic and global events resulting in capital market or credit market uncertainty, followed by prolonged periods of economic instability or recession, that lead to:
◦Significant or prolonged decline in the fair value of a particular security or group of securities and impairment of the asset(s)
◦Significant decline in investment income due to reduced or eliminated dividend payouts from a particular security or group of securities
◦Significant rise in losses from surety and director and officer policies written for financial institutions or other insured entities
•Our inability to integrate Cincinnati Global and its subsidiaries into our on-going operations, or disruptions to our on-going operations due to such integration
•Recession or other economic conditions resulting in lower demand for insurance products or increased payment delinquencies
•Difficulties with technology or data security breaches, including cyberattacks, that could negatively affect our ability to conduct business; disrupt our relationships with agents, policyholders and others; cause reputational damage, mitigation expenses and data loss and expose us to liability under federal and state laws
•Disruption of the insurance market caused by technology innovations such as driverless cars that could decrease consumer demand for insurance products
•Delays, inadequate data developed internally or from third parties, or performance inadequacies from ongoing development and implementation of underwriting and pricing methods, including telematics and other usage-based insurance methods, or technology projects and enhancements expected to increase our pricing accuracy, underwriting profit and competitiveness
•Increased competition that could result in a significant reduction in the company’s premium volume
•Changing consumer insurance-buying habits and consolidation of independent insurance agencies that could alter our competitive advantages
•Inability to obtain adequate ceded reinsurance on acceptable terms, amount of reinsurance coverage purchased, financial strength of reinsurers and the potential for nonpayment or delay in payment by reinsurers
•Inability to defer policy acquisition costs for any business segment if pricing and loss trends would lead management to conclude that segment could not achieve sustainable profitability
•Inability of our subsidiaries to pay dividends consistent with current or past levels
•Events or conditions that could weaken or harm the company’s relationships with its independent agencies and hamper opportunities to add new agencies, resulting in limitations on the company’s opportunities for growth, such as:
◦Downgrades of the company’s financial strength ratings
◦Concerns that doing business with the company is too difficult
◦Perceptions that the company’s level of service, particularly claims service, is no longer a distinguishing characteristic in the marketplace
◦Inability or unwillingness to nimbly develop and introduce coverage product updates and innovations that our competitors offer and consumers expect to find in the marketplace
•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:
◦Impose new obligations on us that increase our expenses or change the assumptions underlying our critical accounting estimates
◦Place the insurance industry under greater regulatory scrutiny or result in new statutes, rules and regulations
◦Restrict our ability to exit or reduce writings of unprofitable coverages or lines of business
◦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
◦Increase our provision for federal income taxes due to changes in tax law
◦Increase our other expenses
◦Limit our ability to set fair, adequate and reasonable rates
◦Place us at a disadvantage in the marketplace
◦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 company’s 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 company’s insurance businesses are subject to the effects of changing social, global, 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 measures affecting corporate financial reporting and governance. The ultimate changes and eventual effects, if any, of these initiatives are uncertain.
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Document
| The Cincinnati Insurance Company n The Cincinnati Indemnity Company<br><br>The Cincinnati Casualty Company n The Cincinnati Specialty Underwriters Insurance Company<br><br>The Cincinnati Life Insurance Company n CFC Investment Company n CSU Producer Resources Inc.<br><br>Cincinnati Global Underwriting Ltd. n Cincinnati Global Underwriting Agency Ltd. |
|---|
Investor Contact: Dennis E. McDaniel, 513-870-2768
CINF-IR@cinfin.com
Media Contact: Betsy E. Ertel, 513-603-5323
Media_Inquiries@cinfin.com
Cincinnati Financial Corporation Subsidiaries Announce Appointments and Promotions
•Subsidiary Directors, Officers and Counsel
Cincinnati, February 1, 2021 – Cincinnati Financial Corporation (Nasdaq: CINF) announced today that on January 29, 2021, boards of its subsidiary companies held their regular meetings and appointed directors, officers and counsel, including the following promotions and new appointments:
Property Casualty Insurance – Standard Market:
The Cincinnati Insurance Company
The Cincinnati Casualty Company
The Cincinnati Indemnity Company
Promotion to Chief Claims Officer and Senior Vice President:
Marc J. Schambow, CPCU, AIM, ASLI – Headquarters Claims
Promotions to Vice President:
Benedict P. Aten, CPCU, AIC, AIM – Field Claims
Jennifer S. Baker, CPCU, AIM, ARM, AU, CXAP – Commercial Lines
Mathew R. Burrows, CPCU, AU, AMIM, ARe – Commercial Lines
Carolyn A. MacDonald, PMP – Commercial Lines
Kevin D. Oleckniche, CPCU, ARM, CSP – Machinery & Equipment Specialties
Ryan M. Osborn – Information Technology
Susanne M. Roberts, CPCU, AIM, API – Personal Lines
Andrew M. Schnell, CPCU, CPA, AINS – Corporate Finance
Elizabeth G. Stephens, AIM – Commercial Lines
Sean P. Sweeney, CPCU, PMP – Information Technology
Promotions to Assistant Vice President:
Daniel R. Brewer, CPCU, AIC, AIM, AIS – Headquarters Claims
Gregory S. Depew, CFA, CPCU – Investments
Edwin J. Hehn, AFSB – Management Liability & Surety
Kenneth P. Mikkelson, CPCU, ALCM – Loss Control
Mark T. Rutherford, CPCU – Commercial Lines
Michael J. Salerno, ACAS – Personal Lines
Scott A. Schuler – Personal Lines
Tore K. Swanson, CPCU, AIM, SCLA – Headquarters Claims
Rajesh C. Thurairatnam, FCAS, MAAA – Planning Analytics & Risk Management
Promotions to Secretary:
Anne E. Balfour, CPCU, AIC – Headquarters Claims
Roger A. Barbe, CPCU – Information Technology
Daniel T. Driscoll, PMP – Internal Audit
Michael F. Fox, CPCU, AIM – Headquarters Claims
Scott N. Kusel – Information Technology
William P. Loftis – Investments
Toby R. Nunn – Information Technology
John P. O'Hara, Jr., AIC – Headquarters Claims
Traci D. Onkst – Information Technology
Robert L. Schlosser, Jr. – Information Technology
Damian R. Stark, AIAF, AIM, API, ARe, ARM, AU – Commercial Lines
Michael L. Telarico, CPCU, CIC, API, AU – Sales & Marketing
Brian L. White, CFE, CIFI, FCLS – Special Investigations Unit
Promotions (New Appointments) to Assistant Secretary:
Nikki S. Allen – Information Technology
Robert E. Appiarius – Information Technology
Eric J. Englert, AINS, AIT – Information Technology
Mark D. Grile – Commercial Lines
Steven G. Horsley, AIC, AIM – Headquarters Claims
Frank U. Krell – Personal Lines
Shane F. McCullough – Information Technology
H. Scott Meisenbach, CISA – Information Technology
Nathan P. Prather – Purchasing/Fleet
Ryan C. Rhoads – Commercial Lines
Avinash Sawant, CPCU, AIDA – Information Technology
Steven J. Wilsbacher, CPCU, AIC, AIM – Field Claims
Promotion (New Appointment) to Assistant Treasurer:
Quimberly S. Winstead – Corporate Finance
Promotion to Senior Associate Counsel:
David J. Heinlein, Esq. – Legal Litigation
Property Casualty Insurance – Excess & Surplus Lines:
The Cincinnati Specialty Underwriters Insurance Company
Promotion to Assistant Vice President:
Richard D. Hill, AIC – Excess & Surplus Lines
Promotion (New Appointments) to Assistant Secretary:
Sheri L. Bugher, AIC – Excess & Surplus Lines
Michael S. Leininger, AFSB, APA, ARM, ASLI, AU, CIC – Excess & Surplus Lines
Life Insurance:
The Cincinnati Life Insurance Company
Promotions to Vice President:
Ryan M. Osborn*
Sean P. Sweeney*
Michael T. Tiernan, FSA, MAAA – Life Actuarial
Promotions to Secretary:
Roger A. Barbe*
Daniel T. Driscoll*
Scott N. Kusel*
William P. Loftis*
Toby R. Nunn* Traci D. Onkst*
Robert L. Schlosser, Jr.*
Promotions (New Appointments) to Assistant Secretary:
Nikki S. Allen*
Robert E. Appiarius*
Eric J. Englert*
Shane F. McCullough*
Sean P. McKinley, CLU – Life Sales Field
Henry S. Meisenbach*
Nathan P. Prather*
Avinach Sawant*
Kevin M. Yuenger, CLU, ChFC, LUTCF, CPCU, CIC – Life Sales Field
Promotion (New Appointment) to Assistant Treasurer:
Quimberly S. Winstead*
Promotion to Senior Associate Counsel:
David J. Heinlein, Esq.*
*Title as listed above
About Cincinnati Financial
Cincinnati Financial Corporation offers primarily business, home and auto insurance through The Cincinnati Insurance Company and its two standard market property casualty companies. The same local independent insurance agencies that market those policies may offer products of our other subsidiaries, including life insurance, fixed annuities and surplus lines property and casualty insurance. For additional information about the company, please visit cinfin.com.
Mailing Address: Street Address:
P.O. Box 145496 6200 South Gilmore Road
Cincinnati, Ohio 45250-5496 Fairfield, Ohio 45014-5141
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