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
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
an Amendment Letter No. 4 (the "Fourth Amendment") to the Letter of Credit
Facility Agreement, dated
Bank of Nova Scotia as issuing lender. The Fourth Amendment and Annex A to the
Fourth Amendment amend Section 1.1 Expiration Date to
multiple references from the year 2022 to 2023; remove all references to LIBOR
and replace them with Term SOFR; amend the Benchmark Replacement language in
Section 3.6; add a Negative Covenant in Section 6.2.16; add definitions in
Section 1.1 to address the aforementioned changes; and make other edits in
Sections 2.4.3, 6.1.11, and Section 7 to reflect changes in Lloyd's procedures.
All other material terms and conditions of the Facility Agreement are unchanged
and remain in full force and effect. The Fourth 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
Amendment dated
and the Third Amendment dated
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 2021 Annual Report on Form 10-K, Item 1A, Risk Factors,
Page 32.
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 and continued supply chain disruptions that affect
our 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 (whether as a result of global climate change or otherwise),
environmental events, war or political unrest, terrorism incidents,
cyberattacks, civil unrest or other causes
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•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 or assumptions, or reliance on third-party data used for
critical accounting estimates
•Declines in overall stock market values negatively affecting our equity
portfolio and book value
•Prolonged low interest rate environment or other factors that limit our 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, such as
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 or director and officer policies written
for financial institutions or other insured entities
•Our inability to manage Cincinnati Global or other subsidiaries to produce
related business opportunities and growth prospects for our ongoing operations
•Recession, prolonged elevated inflation or other economic conditions resulting
in lower demand for insurance products or increased payment delinquencies
•Ineffective information technology systems or discontinuing to develop and
implement improvements in technology may impact our success and profitability
•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
•Difficulties with our operations and technology that may negatively impact our
ability to conduct business, including cloud-based data information storage,
data security, cyberattacks, remote working capabilities, and/or outsourcing
relationships and third-party operations and data security
•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
•Intense competition, and the impact of innovation, technological change and
changing customer preferences on the insurance industry and the markets in which
we operate, could harm our ability to maintain or increase our ability to
maintain or increase our business volumes and profitability
•Changing consumer insurance-buying habits and consolidation of independent
insurance agencies 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 our relationships with our
independent agencies and hamper opportunities to add new agencies, resulting in
limitations on our opportunities for growth, such as:
•Downgrades of our financial strength ratings
•Concerns that doing business with us is too difficult
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•Perceptions that our 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, including
effects of social inflation on the size of litigation awards
•Events or actions, including unauthorized intentional circumvention of
controls, that reduce our 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
•Our inability, or the inability of our independent agents, to attract and
retain personnel in a competitive labor market, impacting the customer
experience and altering our competitive advantages
•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, our 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. We also are subject to public and regulatory
initiatives that can affect the market value for our 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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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits Exhibit 10.1 - Amendment Letter No. 4 to the Letter of Credit Faci lity Agreement dated October 31 , 2022.
Exhibit 10.2 - Amendment Letter No. 3 to the Letter of Credit Facility
Agreement dated
the company's Current Re port on Fo
3 , 2021 , Exhibit 10.1 ).
Exhibit 10.3 - Amendment Letter No. 2 to the Letter of Credit Facility
Agreement dated
company's Current Report on Form 8-K dated
Exhibit 10.1).
Exhibit 10.4 - Amendment Letter No. 1 to the Letter of Credit Facility
Agreement dated
company's Current Report on Form 8-K dated
10.1).
Exhibit 10.5 - Letter of Credit Facility Agreement, dated
between
(incorporated herein by reference to the company's Current Report on Form 8-K
dated
Exhibit 104 - The cover page from this Current Report on Form 8-K, formatted as
Inline XBRL
Using life insurance riders to pay for long term care
New Financial Obligation – Form 8-K
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