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 (Date of earliest event reported)		February 5, 2005
CINCINNATI FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Ohio	0-4604		31-0746871
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer 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
(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:

¨
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))

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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 February 7, 2005, Cincinnati Financial Corporation issued the attached news releases: “Cincinnati Financial Corporation Announces Board Actions,” which reported that the board had named a slate of director nominees and reported annual review and approval of governance documents; and “Cincinnati Financial Corporation Increases Cash Dividend, Declares 5% Stock Dividend,” which described actions taken by the board at its regularly scheduled meeting on February 5, 2005; and “Cincinnati Financial Corporation’s Subsidiaries Announce Appointments,” which listed appointments of subsidiary directors and election of subsidiary officers and counsel by the subsidiary boards at their regularly scheduled meetings on February 5, 2005. The news releases are respectively furnished as Exhibits 99.1, 99.2, and 99.3 hereto and are incorporated herein by reference. This report should not be deemed an admission as to the materiality of any information contained in the news releases.

The information furnished under this Item 7.01 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  8.01 Other Events.

In other actions taken at the Cincinnati Financial Corporation board meeting on February 5, 2005, the board reduced the size of the board to 14 members from 15.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit 99.1 – News release dated February 7, 2005 titled “Cincinnati Financial Corporation Announces Board Actions”

Exhibit 99.2 – News release dated February 7, 2005 titled “Cincinnati Financial Corporation Increases Cash Dividend, Declares 5% Stock Dividend”

Exhibit 99.3 – News release dated February 7, 2005 titled “Cincinnati Financial Corporation’s Subsidiaries Announce Appointments”

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 9, 2005

/s/ Kenneth W. Stecher

Kenneth W. Stecher

Chief Financial Officer, Senior Vice President, Secretary and Treasurer

(Principal Accounting Officer)

EX-99

CINCINNATI  FINANCIAL  CORPORATION

Mailing Address:                  P.O. BOX 145496

CINCINNATI, OHIO  45250-5496

              (513) 870-2000

Investor Contact: Heather J. Wietzel

 (513) 870-2768

Media Contact: Joan O. Shevchik

(513) 603-5323

Cincinnati Financial Corporation Announces Board Actions

· Named slate of nominees, including new candidate, for election by shareholders on April 23

· Affirmed Codes of Conduct and Ethics, Committee Charters and Governance Guidelines

Cincinnati, February 7, 2005—Cincinnati Financial Corporation (Nasdaq:CINF)—The Cincinnati Financial board of directors, at its regular meeting on February 5, 2005, named a slate of nominees for election at the company’s annual meeting of shareholders on April 23, 2005. Directors standing for re-election for three-year terms to expire in 2008 are: Kenneth C. Lichtendahl, W. Rodney McMullen, Thomas R. Schiff and Larry R. Webb, CPCU. New candidate John F. Steele, Jr. will round out the slate. As previously announced, Frank J. Schultheis, a current director, will not stand for re-election.

Steele, 51, is chairman and chief executive officer of Hilltop Basic Resources, Inc. Hilltop is a third-generation, family-owned aggregates and ready-mix concrete supplier to the construction industry, focusing on core markets in Cincinnati, Northern Kentucky and areas along the Ohio River and its tributaries. He also is a director of William Powell Co., an industrial valve manufacturer, and of the National Stone, Sand & Gravel Association.

Chairman and Chief Executive Officer John J. Schiff, Jr., CPCU, commented, “Like many of our independent agent customers and their clientele, John has experience leading a family business as it evolves to meet new customer needs, balancing growth and profitability. His addition will strengthen our board of directors, supporting our shared goal to create value for shareholders by serving our independent agent customers and their clients.”

In other actions, the board approved the code of ethics for senior financial officers, the code of conduct for all company associates, board committee charters and corporate governance guidelines, which are reviewed annually by the nominating committee as stipulated in the governance guidelines.

Cincinnati Financial Corporation offers property and casualty insurance, its main business, through The Cincinnati Insurance Company, The Cincinnati Indemnity Company and The Cincinnati Casualty Company. The Cincinnati Life Insurance Company markets life and disability income insurance and annuities. CFC Investment Company offers commercial leasing and financing services. CinFin Capital Management Company provides asset management services to institutions, corporations and individuals. For additional information, please visit the company’s Web site at www.cinfin.com.  

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EX-99

CINCINNATI  FINANCIAL  CORPORATION

Mailing Address:                  P.O. BOX 145496

CINCINNATI, OHIO  45250-5496

              (513) 870-2000

Investor Contact: Heather J. Wietzel

 (513) 870-2768

Media Contact: Joan O. Shevchik

(513) 603-5323

Cincinnati Financial Corporation Increases Cash Dividend, Declares 5% Stock Dividend

· 15.0% rise in indicated annual cash dividend rate

· Board sets stage for 45^thconsecutive year of higher dividends

Cincinnati, February 7, 2005 -- Cincinnati Financial Corporation (Nasdaq: CINF) today announced that the board of directors voted at its regular meeting on February 5, 2005, to increase the regular quarterly cash dividend 10.9 percent to 30½ cents per share, payable April 15, 2005, to shareholders of record on March 25, 2005.

In an additional action, the board declared a 5 percent stock dividend to be distributed April 26, 2005, on shares outstanding and of record on April 6, 2005. This is the 29^th stock dividend or split declared over the past 48 years. After the stock dividend, one Cincinnati Insurance share purchased in 1950 will have grown to 2,146 Cincinnati Financial shares, with stock dividends retained and cash dividends not reinvested.

The board currently intends to continue the new 30½ cent per share quarterly dividend throughout 2005 on the higher number of shares outstanding following the stock dividend. After taking into account the 2005 stock dividend, the indicated annual dividend rate for this year will be $1.20½ per share. Adjusted for the 2005 stock dividend, cash dividends declared in 2004 were $1.05 per share, up from 90½ cents in 2003.

Chairman and Chief Executive Officer John J. Schiff, Jr., CPCU, commented, “Cincinnati Financial reported outstanding results for 2004, with net income rising 56.0 percent to a record $584 million. These results reflected the favorable market trends of the past several years, careful attention to underwriting and the sustained efforts of our independent agents and associates. The board of directors has long believed in following a dividend policy that rewards shareholders with steadily increasing cash dividends and stock splits and dividends. Today's actions signal the board’s continuing confidence in the company's future.”

Cincinnati Financial's common stock total return to shareholders over the five years ended December 31, 2004, was a positive 10.8 percent annually compared with a negative 2.3 percent annual total return for the Standard & Poor's 500 Index.

Cincinnati Financial Corporation offers property and casualty insurance, its main business, through The Cincinnati Insurance Company, The Cincinnati Indemnity Company and The Cincinnati Casualty Company. The Cincinnati Life Insurance Company markets life and disability income insurance and annuities. CFC Investment Company offers commercial leasing and financing services. CinFin Capital Management Company provides asset management services to institutions, corporations and individuals. For additional information, please visit the company’s Web site at www.cinfin.com.

This is a “Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995. Certain forward-looking statements contained herein involve potential risks and uncertainties. The company’s future results could differ materially from those discussed. Factors that could cause or contribute to such differences include, but are not limited to:

·

unusually high levels of catastrophe losses due to changes in weather patterns, environmental events, terrorism incidents or other causes

·

ability to obtain adequate reinsurance on acceptable terms, amount of reinsurance purchased and financial strength of reinsurers

·

increased frequency and/or severity of claims

·

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:

·

downgrade of the company’s financial strength ratings,

·

concerns that doing business with the company is too difficult or

·

perceptions that the company’s level of service, particularly claims service, is no longer a distinguishing characteristic in the marketplace

·

insurance regulatory actions, legislation or court decisions or legal actions that increase expenses or place us at a disadvantage in the marketplace

·

delays in the development, implementation, performance and benefits of technology projects and enhancements

·

inaccurate estimates or assumptions used for critical accounting estimates, including loss reserves

·

results and timely completion of assessment and remediation of internal controls for financial reporting under the Sarbanes-Oxley Act of 2002

·

recession or other economic conditions or regulatory, accounting or tax changes resulting in lower demand for insurance products

·

sustained decline in overall stock market values negatively affecting the company’s equity portfolio, in particular a sustained decline in the market value of Fifth Third Bancorp shares, a significant equity holding

·

events that lead to a significant decline in the market value of a particular security and impairment of the asset

·

prolonged low interest rate environment or other factors that limit the company’s ability to generate growth in investment income

·

adverse outcomes from litigation or administrative proceedings

·

effect on the insurance industry as a whole, and thus on the company’s business, of the suit brought by the Attorney General of the State of New York against participants in the insurance industry, as well as any increased regulatory oversight that might result from the suit

·

limited flexibility in conducting investment activities if the restrictions imposed by the Investment Company Act of 1940 become applicable to us

Further, the company’s 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.

Readers are cautioned that the company undertakes no obligation to review or update the forward-looking statements included herein.

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EX-99

CINCINNATI  FINANCIAL  CORPORATION

Mailing Address:                  P.O. BOX 145496

CINCINNATI, OHIO  45250-5496

              (513) 870-2000

Investor Contact: Heather J. Wietzel

 (513) 870-2768

Media Contact: Joan O. Shevchik

(513) 603-5323

Cincinnati Financial Corporation’s Subsidiaries Announce Appointments

·

Directors, Officers and Counsel

Cincinnati, February 7, 2005—Cincinnati Financial Corporation (Nasdaq:CINF)—Cincinnati Financial Corporation announced today that the boards of its subsidiary companies appointed directors, officers and counsel at their regular meetings on February 5, 2005.

New appointments to boards of all three property casualty insurance subsidiaries and the life insurance subsidiary included three current directors of the parent company: William F. Bahl, CFA, chairman of Bahl & Gaynor, Inc.; W. Rodney McMullen, vice chairman of The Kroger Co.; and E. Anthony Woods, chairman of Deaconess Associations, Inc. Also appointed to the board of The Cincinnati Life Insurance Company was Glenn D. Nicholson, LLIF, senior vice president and senior marketing officer of the life insurance subsidiary. The president of CinFin Capital Management Company, Kenneth S. Miller, CLU, ChFC, was appointed to the board of the asset management subsidiary. He also serves as chief investment officer and vice president of the parent company.

Boards of subsidiary companies also met and made the following promotions and new or additional appointments of officers and counsel:

Property Casualty Insurance Subsidiaries:

The Cincinnati Insurance Company

The Cincinnati Casualty Company

The Cincinnati Indemnity Company

Carl C. Gaede, CPCU, AFSB, Vice President—Bond & Executive Risk

Martin F. Hollenbeck, CFA, Vice President—Investments

Robert L. Laymon, Vice President—Bond & Executive Risk

Richard L. Mathews, CPCU, Vice President—Information Technology

Michael A. Rouse, Vice President—Commercial Lines

Scott K. Smith, CPCU, ARM, AIM, Vice President—Commercial Lines

Steven A. Soloria, CFA, Vice President—Investments

Charles P. Stoneburner II, CPCU, Vice President—Field Claims

Heather J. Wietzel, Vice President—Investor Relations

Jeffrey M. Barnes, AIM, Assistant Vice President—Commercial Lines

Bradley N. DeLaney, CPCU, AIM, Assistant Vice President—Education & Training

William J. Geier, CPCU, CLU, ChFC, FLMI, AIM, HIAA, Assistant Vice President—Information Technology

Allen J. Matheny, CFE, FCLS, CIFI, Assistant Vice President—Headquarters Claims

David E. McKinney, AIM, Assistant Vice President—Commercial Lines

Michael K. O’Connor, CFA, AFSB, Assistant Vice President—Investments

Debra K. Smith, Assistant Vice President—Commercial Lines

Michael B. Wedig, CPA, Assistant Vice President—Corporate Accounting

Brian K. Wood, CPCU, AIM, Assistant Vice President—Personnel

Michael K. Dockery, Secretary—Information Security

Ted W. Doughman, CPCU, RPLU, AFSB, Secretary—Bond & Executive Risk

Philip T. Kramer, CIC, Secretary—Sales & Marketing

Gregory J. Schloemer, Secretary—Bond & Executive Risk

Charlotte A. Tungate, AIC, Secretary—Headquarters Claims

Matthew R. Barton, CPCU, AIM, ARe, AU, ARM, Assistant Secretary—Commercial Lines

Robert E. Bernard, CPCU, AIM, Assistant Secretary—Personal Lines

Jason B. Couch, RPLU, AFSB, Assistant Secretary—Bond & Executive Risk

Scott M. Donovan, Assistant Secretary—Bond & Executive Risk

Anthony W. Dunn, CPA, Assistant Secretary—Internal Audit

Karen L. Hock, Assistant Secretary—Meetings & Travel

Michelle L. Kyle, Assistant Secretary—Information Technology

Blake D. Slater, Assistant Treasurer—Corporate Accounting

Stephen M. Spray, Assistant Secretary—Sales & Marketing

Stephen G. Stockwell, CPCU, AMIM, Assistant Secretary—Commercial Lines

Patrick S. Corrigan, Associate Counsel

Robert J. Janes, Associate Counsel

Helen Kyrios, Associate Counsel

Mary S. Peterson, Associate Counsel

The Cincinnati Life Insurance Company:

Brad E. Behringer, Senior Vice President and Chief Underwriter

Martin F. Hollenbeck*

Richard L. Mathews*

Steven A. Soloria*

William J. Geier*

Michael K. O’Connor*

Brian K. Wood*

Michael K. Dockery*

Anthony W. Dunn*

Michelle L. Kyle*

Kevin C. Smith, Assistant Treasurer—Corporate Accounting

Patrick S. Corrigan*

Robert J. Janes*

Helen Kyrios*

Mary S. Peterson*

CFC Investment Company:

Blake D. Slater*

*Title as listed above

Cincinnati Financial Corporation offers property and casualty insurance, its main business, through The Cincinnati Insurance Company, The Cincinnati Indemnity Company and The Cincinnati Casualty Company. The Cincinnati Life Insurance Company markets life and disability income insurance and annuities. CFC Investment Company offers commercial leasing and financing services. CinFin Capital Management Company provides asset management services to institutions, corporations and individuals. For additional information, please visit the company’s Web site at www.cinfin.com.

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