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:  November 18, 2011

(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  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

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:

¨       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))

Item 7.01 Regulation FD Disclosure

On November 21, 2011, Cincinnati Financial Corporation issued the attached news release “Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend.” The news release is furnished as Exhibit 99.1 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 information furnished in Item 7.01 of this report 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 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit 99.1– News release dated November 21, 2011, titled “Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend”

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:  November 21, 2011	/S/ Michael J. Sewell
	Michael J. Sewell, CPA
	Chief Financial Officer, Senior Vice President, and Treasurer

EX-99.1

Investor Contact: Dennis E. McDaniel, 513-870-2768

CINF-IR@cinfin.com

Media Contact: Joan O. Shevchik, 513-603-5323

Media_Inquiries@cinfin.com

Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend

Cincinnati, November 21, 2011 – Cincinnati Financial Corporation (Nasdaq: CINF) today announced that at its regular meeting on November 18, 2011, the board of directors declared a 40.25-cents-per-share regular quarterly cash dividend, payable January 17, 2012, to shareholders of record as of December 21, 2011.

Steven J. Johnston, president and chief executive officer, commented, “The dividend just declared matches the one paid in October, which marked the 51st consecutive year the company has increased its annual cash dividend. The board of directors favors regular dividends as the primary means of returning capital to shareholders, and maintaining the dividend reflects confidence that our operating performance will continue to improve. Furthermore, our capital strength continues to support future opportunities to profitably grow our insurance business and increase shareholder value over time.”

Cincinnati Financial Corporation offers business, home and auto insurance, our main business, 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 and disability income insurance, annuities and surplus lines property and casualty insurance. For additional information about the company, please visit www.cinfin.com.

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 2010 Annual Report on Form 10-K, Item 1A, Risk Factors, Page 24.

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

·   Declines in overall stock market values negatively affecting the company’s equity portfolio and book value

·   Events, such as the credit crisis, followed by prolonged periods of economic instability or recession, 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 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

·   Increased competition that could result in a significant reduction in the company’s premium volume

·   Delays in adoption and implementation of underwriting and pricing methods that could increase our pricing accuracy, underwriting profit and competitiveness

·   Changing consumer insurance-buying habits and consolidation of independent insurance agencies that could alter our competitive advantages

·   Inability 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

·   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

·   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:

o   Downgrades of the company’s financial strength ratings

o   Concerns that doing business with the company is too difficult

o   Perceptions that the company’s 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   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   Increase our provision for federal income taxes due to changes in tax law

o   Increase our other expenses

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 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

·   Difficulties with technology or data security breaches that could negatively affect our ability to conduct business and our relationships with agents, policyholders and others

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 measures affecting corporate financial reporting and governance. The ultimate changes and eventual effects, if any, of these initiatives are uncertain.

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