CINCINNATI FINANCIAL CORP FILES (8-K) Disclosing Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits - Insurance News | InsuranceNewsNet

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November 3, 2021 Newswires
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CINCINNATI FINANCIAL CORP FILES (8-K) Disclosing Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

Edgar Glimpses

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.

On November 2, 2021, Cincinnati Financial Corporation as borrower, entered into
an Amendment Letter No. 3 (the "Third Amendment") to the Letter of Credit
Facility Agreement, dated February 25, 2019 (the "Facility Agreement") with The
Bank of Nova Scotia as issuing lender. The Third Amendment amends Section 1.1
Expiration Date to February 28, 2026, changes multiple references from the year
2021 to 2022, and replaces Section 3.6 with a new Benchmark Replacement
provision.

All other terms and conditions of the Facility Agreement are unchanged and
remain in full force and effect. The Third Amendment filed as Exhibit 10.1
hereto and the description set forth above is qualified in its entirety by the
full terms of the Facility Agreement dated February 25, 2019, the First
Amendment dated November 4, 2019, and the Second Amendment dated October 30,
2020
.


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 2020 Annual Report on Form 10-K, Item 1A, Risk Factors,
Page 34.
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
•Ongoing developments concerning business interruption insurance claims and
litigation related to the COVID-19 pandemic that affect our estimates of losses
and loss adjustment expenses or our ability to reasonably estimate such losses,
such as:
•The continuing duration of the pandemic and governmental actions to limit the
spread of the virus that may produce additional economic losses
•The number of policyholders that will ultimately submit claims or file lawsuits
•The lack of submitted proofs of loss for allegedly covered claims
•Judicial rulings in similar litigation involving other companies in the
insurance industry
•Differences in state laws and developing case law
•Litigation trends, including varying legal theories advanced by policyholders
•Whether and to what degree any class of policyholders may be certified
•The inherent unpredictability of litigation
•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, due to inflationary trends or other
causes
•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
ongoing operations, or disruptions to our ongoing 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 or our agents' 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 insurance­related 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 or
work effectively in a remote environment
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.



--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit 10.1 - Amendment Letter No. 3 to the Letter of Credit
Facility Agreement dated November 2, 2021.

Exhibit 10.2 - Amendment Letter No. 2 to the Letter of Credit Facility
Agreement dated October 30, 2020 (incorporated herein by reference to the
company's Current Report on Form 8-K dated November 2, 2020).Exhibit 10.1).

Exhibit 10.3 - Amendment Letter No. 1 to the Letter of Credit Facility
Agreement dated November 4, 2019 (incorporated herein by reference to the
company's Current Report on Form 8-K dated November 5, 2019, Exhibit 10.1).

Exhibit 10.4 - Letter of Credit Facility Agreement, dated February 25, 2019,
between Cincinnati Financial Corporation and The Bank of Nova Scotia
(incorporated herein by reference to the company's Current Report on Form 8-K
dated February 28, 2019, Exhibit 10.1).

Exhibit 104 - The cover page from this Current Report on Form 8-K, formatted as
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