By mail:
By mail:
Cincinnati Financial Corporation
Shareholder ServicesAmerican Stock Transfer and Trust Company, LLC
P.O. Box 145496922 Cincinnati, Ohio 45250-5496Wall Street Station
New York, NY 10269-0560
Attn: Plan Administrator Department | | For overnight delivery: Cincinnati Financial Corporation
Shareholder ServicesAmerican Stock Transfer and Trust Company, LLC
6200 South Gilmore Rd6201 15th Avenue
Fairfield, OH 45014-5141Brooklyn, New York 10219
| | | | By telephone: 513-870-2639 | | By Fax: 513-870-2988 | 866-638-6443 | | | | | | By Email: help@astfinancial.com | | By Internet: shareholder_inquiries@cinfin.comwww.astfinancial.com |
24. What are the U.S. federal income tax consequences of participating in the plan? plan? The following is a brief summary of some of the principal U.S. federal income tax considerations applicable, as of the date of this prospectus,Prospectus, to participation in the plan. In general, participants in the plan have the same U.S. federal income tax consequences with respect to dividends as shareholders not participating in the plan. You are treated for U.S. federal income tax purposes as having received on each dividend payment date with respect to shares of Cincinnati Financial common stock held for you, a dividend equal to the full amount of the cash dividends payable on both the shares of our common stock registered in your own name and the Cincinnati Financial common stock held through the plan, even though the amount of dividends reinvested is not actually received in cash but is instead applied to the purchase of our common stock for your account under the plan. In addition, if at any point, Cincinnati Financial Corporation pays the Internal Revenue Service has ruled that the amount of brokerage commissions paid by uscommission on your behalf (where plan common stock isshares purchased onin the open market)market, the participant would realize earned income that is to be treated as a distribution to you which is subject to income tax in the same manner as dividends. The sum of those amounts becomes your cost basis for those shares of our common stock. Your statement of account under the plan shows the price per share to you of our common stock purchased with reinvested dividends. That price, which includes the brokerage commissions paid by us on your behalf on purchase
under the plan of shares of our common stock, is the federal income tax cost basis to you of shares of our common stock acquired under the plan. Your statement of account also shows the date on which the shares of common stock purchased under the plan were credited to your account. Your holding period for our common stock purchased under the plan generally begins on the date following the date on which those shares of our common stock are credited to your plan account. You receive an annual statement summarizing all the transactions in your account for that year. The year-end statement includes an Information Return summarizing dividenddividends paid (1099-DIV) to you during the year. If applicable, you also receive an Information Return summarizing proceeds from sales transactions during the prior year (1099-B) or an Information Return for dividends paid on non-U.S. accounts (1042-S). Shareholder ServicesAST must provide copies of these Information Returns to the U.S. Internal Revenue Service. Although the company makes efforts to assist plan participants by providing periodic statements and other reports, plan participants have the ultimate responsibility for maintaining your own records for tax and other purposes. Information forms (Forms 1099-DIV) are mailed to plan participants each year and set forth the taxable dividends and brokerage commissions reportable for U.S. federal income tax purposes. These dividends and brokerage commissions must be reported on your federal income tax return. Reinvested dividends are not subject to withholding unless (1) you fail to give your Social Security or tax identification number to us, (2) the Internal Revenue Service notifies us that you are subject to tax withholding, or (3) you fail to certify, under penalties of perjury, that you are not subject to backup withholding if such certification is required. If you are a shareholder whose dividends are subject to tax withholding, we apply toward the purchase of our common stock under the plan an amount equal to the dividends being reinvested less the amount of tax required to be withheld. Your statement of account under the plan indicates the amount of tax withheld. You do not recognize any taxable income upon receipt of a certificate for whole shares of common stock credited to your account under the plan, whether upon request for such a certificate, upon termination of your participation in the plan or upon termination of the plan. However, you may recognize a gain or loss upon receipt of a cash payment for whole shares of Cincinnati Financial common stock or a fractional common share credited to your account under the plan when that account is terminated by you, when shares of our common stock credited to your account under the plan are sold or when the plan is terminated. A gain or loss may also be recognized upon your disposition of the Cincinnati Financial common stock received from the plan. The amount of any such gain or loss is the difference between the amount received for the whole or fractional shares of our common stock and the cost basis of the Cincinnati Financial common stock. Generally, gain or loss recognized on the disposition of shares of our common stock acquired under the plan is treated for U.S. federal income tax purposes as a capital gain or loss and is long-term capital gain or loss if, as of the date of such disposition, the holding period with respect to the shares of Cincinnati Financial common stock sold exceeds one year. The discussion above is a summary of the important United States federal income tax consequences of your participation in the plan. The summary is based on the Internal Revenue Code of 1986, as amended, United States Treasury Regulations, administrative rulings and court decisions, in effect as of the date of this prospectus,Prospectus, all of which are subject to change at any time, possibly with retroactive effect. This summary is not a complete description of all of the tax consequences of your participation in the plan. For example, it does not address any state, local or foreign tax consequences of your participation. You should consult your own tax adviser about the tax consequences of your participation in the plan.
Stock Dividends and Stock SplitsSplits.. Stock dividends or split shares issued by Cincinnati Financial on plan shares are credited to your account. Stock dividends or split shares issued with respect to your certificated or direct registration shares will also be added to your plan account and are handled in the same manner as for shareholders who are not participating in the plan. Cash dividends paid on the shares issued as stock dividends or stock splits are processed in accordance with the dividend reinvestment option then elected. If Shareholder ServicesAST receives, between the record date and payable date for a stock distribution, a request for plan termination or a request to sell plan shares, the request is not processed until the stock distribution is credited to your account.
Dividend and Voting RightsRights.. Dividend and voting rights of shares purchased under the plan commence upon settlement of the transaction, which normally is three business days after purchase. Shares purchased on or within two business days prior to a dividend record date are considered “ex-dividend” and therefore not entitled to payment of that dividend. Voting of Plan SharesShares.. Each shareholder entitled to vote at a meeting of shareholders is sent proxy materials before the meeting. You are encouraged to read the proxy statement carefully. You may vote online or by phone or by returning the signed, dated proxy material. The proxies will vote the shares in accordance with your instructions. Limitation of LiabilityLiability.. In administering the plan, neither Cincinnati Financial, Shareholder ServicesAST nor any broker/dealer selected by Shareholder ServicesAST to execute purchases and sales on behalf of plan participants will be liable for any good faith act or good faith omission to act, including but not limited to any claim of liability (1) arising out of the failure to terminate a participant’s account upon such participant’s death prior to receipt of a notice in writing of such death from a duly authorized representative of the estate, (2) with respect to the prices or times at which our common stock is purchased or sold, or (3) as to the value of the Cincinnati Financial common stock acquired for participants. Shareholder ServicesAST is acting solely as the agent of Cincinnati Financial and owes no duties, fiduciary or otherwise, to any other person by reason of the plan, and no implied duties, fiduciary or otherwise, will be read into the status of Shareholder ServicesAST under the plan. Shareholder ServicesAST undertakes to perform such duties and only such duties as are expressly described in this prospectusProspectus to be performed by it, and no implied covenants or obligations will be read into the plan against the Shareholder ServicesAST or Cincinnati Financial.
In the absence of negligence or willful misconduct on its part, Shareholder Services,AST, whether acting directly or through agents or attorneys, will not be liable for any action taken, suffered or omitted, or for any error of judgment made by it, in the performance of its duties under the plan. In no event will Shareholder ServicesAST be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profit), even if they have been advised of the likelihood of such loss or damage and regardless of the form of action. Shareholder ServicesAST will not be required to make and will make no representations and have no responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own. In addition, they will not be obligated to take any legal action under the plan that might, in its judgment, involve any expense or liability, unless it has been furnished with reasonable indemnity.
Shareholder ServicesAST will not be responsible or liable for any failure or delay in the performance of its obligations under the plan arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that they will use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
Shareholder ServicesAST is authorized to choose a registered broker/dealer, including a broker/dealer affiliated with the Cincinnati Financial, at its sole discretion to facilitate purchases and sales of our common stock by plan participants. Shareholder ServicesAST will furnish the name of the registered broker/dealer, including any affiliated broker/dealer utilized in common share transactions within a reasonable time upon written request from a plan participant.
Modification or Termination of the PlanPlan.. Cincinnati Financial can suspend, modify or terminate the plan at any time in whole or in part or with respect to participants in certain jurisdictions. Notice of any suspension, material modification or termination will be sent to all affected participants.
Denial or Termination of Participation by Cincinnati FinancialFinancial.. Shareholder Services AST may terminate your participation in the plan if you do not own at least one full share in your name or held through the plan or in the event that you have not elected to reinvest at least 10 percent of all dividends on your plan shares in common shares of the company. Cincinnati Financial also reserves the right to deny, modify, suspend or terminate participation in the plan by otherwise eligible persons to the extent Cincinnati Financial deems it advisable or necessary in its discretion to comply with applicable laws or to eliminate practices that are not consistent with the purposes of the plan.
Participants whose participation in the plan is terminated will have your full plan shares converted to direct registration and will receive a check less any service fees and broker commissions for any fractional plan share.
Where You Can Find More Information
Registration Statement We have filed an amendeda registration statement on Form S-3/AS-3 to register with the Securities and Exchange CommissionSEC the shares of our common stock to be offered for purchase by plan participants. This prospectusProspectus is part of that registration statement. The registration statement, including the exhibits to the registration statement, contains additional relevant information about us and our common stock. As allowed by SEC rules, this prospectusProspectus does not contain all of the information you can find in the registration statement or the exhibits to the registration statement.
Cincinnati Financial’s SEC Filings We file annual, quarterly and current reports, proxy statements and other information with the SEC. These reports and other information can be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are available to the public over the Internet via the Investors section of the Cincinnati Financial website at www.cinfin.comcinfin.com and at the SEC’s website at www.sec.govsec.gov. You can also read and copy any document we file with the SEC at its public reference facilities at 450 Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on the operation of the Public Reference Room.
Information Incorporated by Reference The SEC allows us to “incorporate by reference” into this prospectusProspectus information that we file with the SEC. This means that we can satisfy our disclosure obligations to you by referring you to SEC documents that contain this information. Information contained in a document that is incorporated by reference is considered part of this prospectus.Prospectus. Information contained in documents that we file with the SEC after the date of this prospectusProspectus may update or supersede information in this prospectusProspectus and information in documents incorporated by reference. This prospectusProspectus incorporates by reference the Cincinnati Financial SEC documents (or portions of them) set forth below (other than current reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated). All of the documents were filed under SEC File No. 1-4171.0-4604. Annual Report on Form 10-K for the year-ended December 31, 2016; Quarterly Reports on Form 10-Q for the quarters-ended March 31, 2017, June 30, 2017, and September 30, 2017; and Current Reports on Form 8-K filed with the SEC on January, 30, 2017, May 10, 2017, and September 15, 2017 (Amendment to Form 8-K filed on May 10, 2017). All other documents filed by the company pursuant to Sections 13(a), 13(c) 14, or 15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated in those documents) (i) subsequent to the date of the initial registration statement and prior to the effectiveness of the registration statement, and (ii) subsequent to the date of the effectiveness of this Prospectus and prior to the filing of a post-effective amendment which indicates that all securities offered through this plan have been sold or which deregisters all securities then remaining unsold shall be deemed to be a part of this plan document from the dates of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this plan document shall be deemed to be modified or suspended for purposes of the registration statement or this Prospectus to the extent that a statement contained in any subsequent prospectus or Prospectus or in any document subsequently filed with the SEC which also is or is deemed to be incorporated by reference in this document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the registration statement or this Prospectus. All documents incorporated by reference into the Form S-3 of which this Prospectus is a part are also incorporated by reference, unless the information in them is superseded by a later filing.
· | Annual Report on Form 10-K for the year ended December 31, 2010, |
· | Quarterly Reports on Form 10-Q for the quarters ended September 30, 2011, June 30, 2011 and March 31, 2011, |
· | Current Reports on Form 8-K filed with the Securities and Exchange Commission on November 21, 2011 and November 4, 2011, and |
· | All other documents filed by the company pursuant to Sections 13(a), 13(c) 14, or 15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated in those document) subsequent to the date of this prospectus and prior to the filing of a post-effective amendment which indicates that all securities offered through this plan have been sold or which deregisters all securities then remaining unsold shall be deemed to be a part of this plan document from the dates of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this plan document shall be deemed to be modified or suspended for purposes of the registration statement or this prospectus to the extent that a statement contained in any subsequent prospectus or prospectus supplement or in any document subsequently filed with the SEC which also is or is deemed to be incorporated by reference in this document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the registration statement or this prospectus. All documents incorporated by reference into the Form S-3 of which this prospectus is a part are also incorporated by reference, unless the information in them is superseded by a later filing. |
Documents Available Without Charge fromFrom Cincinnati Financial Cincinnati Financial will provide, without charge, copies of any report incorporated by reference into this prospectus,Prospectus, excluding exhibits other than those that are specifically incorporated by reference in this prospectus.Prospectus. You can obtain a copy of any document incorporated by reference by writing or calling Cincinnati Financial as follows: Cincinnati Financial Corporation Investor Relations P.O. Box 145496 Cincinnati, Ohio 45250-5496 Information on the Internet website of Cincinnati Financial or any subsidiary of Cincinnati Financial is not part of this prospectus,Prospectus, and you should not rely on that information in making your investment decision unless that information is also in this prospectusProspectus or has been expressly incorporated by reference into this prospectus.Prospectus.
Use of Proceeds We receive proceeds from purchases of our common stock through the plan only if the purchases are made directly from us rather than by the broker/dealer in the open market. We use any such proceeds for general corporate purposes.
Certain Legal Matters The validity of the common stock offered by this prospectusProspectus has been passed upon for us by Dinsmore & Shohl LLP, Cincinnati, Ohio.
Experts The consolidated financial statements and the related financial statement schedules incorporated in this Prospectus by reference from Cincinnati Financial Corporation’s Annual Report on Form 10-K for the year endedyear-ended December 31, 2010,2016, and the effectiveness of Cincinnati Financial Corporation’s internal control over financial reporting, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, (which report (1) expresses an unqualified opinion on the consolidated financial statements and the related financial statement schedules and includes an explanatory paragraph relating to the company’s change in method of accounting for the recognition and presentation of other-than-temporary impairments in 2009, and (2) expresses an unqualified opinion on the effectiveness of internal control of financial reporting), which is incorporated herein by reference. Such consolidated financial statements and financial statement schedules have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
Information Not Required Inin Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses expected to be incurred by the company in connection with the offering described in this registration statement. All amounts are estimated, except for the SEC registration fee. | | SEC registration fee | | $ | 0 | | | $ | — |
| Accountants’ fees and expenses | | $ | 9,500 | | | Accountants' fees and expenses | | | 9,500 |
| Legal fees and expenses | | $ | 5,000 | | | 5,000 |
| Printing | | $ | 500 | | | — |
| Miscellaneous expenses | | $ | 1,000 | | | — |
| Total | | $ | 16,000 | | | $ | 14,500 |
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Item 15. Indemnification of Directors and Officers.
Section 1701.13(E) of the Ohio Revised Code gives a corporation incorporated under the laws of Ohio authority to indemnify or agree to indemnify any person who is or was a director, officer, employee or agent of that corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, non-profit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by that person in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, to which the person was, is or may be made a party because of being or having been such director, officer or employee, provided, in connection with that position, that such person is determined to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, if that person had no reasonable cause to believe his or her conduct was unlawful, that, in the case of an action or suit by or in the right of the corporation, (i) no negligence or misconduct in the performance of duty to the corporation shall have been adjudged unless, and only to the extent that, a court determines, upon application, that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity, and (ii) the action or suit is not one in which the only liability asserted against a director is pursuant to Section 1701.95 of the Ohio Revised Code, which relates to unlawful loans, dividends and distributions of assets.
Section 1701.13(E) further provides that to the extent that such person has been successful on the merits or otherwise in defense of any such action, suit, or proceeding, or in defense of any claim, issue or matter therein, that person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with that role. Section 1701.13(E) further provides that unless at the time of a director’s act or omission, the articles of incorporation or the code of regulations of a corporation state by specific reference to Section 1701.13(E) that Section 1701.13(E) does not apply to the corporation, and unless the only liability asserted against a director is pursuant to Section 1701.95 of the Ohio Revised Code, expenses, including attorney’s fees, incurred by a director in defending such an action, suit or proceeding shall be paid by the corporation as they are incurred, in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director in which he or she agrees to (i) repay such amounts if it is proved by clear and convincing evidence in a court of competent jurisdiction that such director’s action, or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation and (ii) reasonably to cooperate with the corporation concerning said action, suit or proceeding. Section 1701.13(E) also provides that the indemnification permitted by that section shall not be exclusive, and shall be in addition to, any other rights that directors, officers or employees may have, including rights under insurance purchased by the corporation. Cincinnati Financial’s Amended and Restated Articles of Incorporation provides for the indemnification of directors and officers of Cincinnati Financial to the fullest extent permitted by law.
The above is a general summary of certain provisions of Cincinnati Financial’s Amended and Restated Articles of Incorporation and of the Ohio Revised Code and is subject in all respects to the specific and detailed provisions of Cincinnati Financial’s Amended and Restated Articles of Incorporation and the Ohio Revised Code. Cincinnati Financial maintains insurance policies insuring its directors and officers against certain obligations that may be incurred by them.
The Securities and Exchange CommissionSEC has taken the position that insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted by a company to its directors and officers, such indemnification is against public policy as expressed in such Act and is therefore unenforceable.
Item 16. Exhibits.
Exhibit | | | Number | | Description of Exhibit | 3.1 | | Amended and Restated Articles of Incorporation of Cincinnati Financial Corporation (incorporated by reference to Exhibit 3.1 by reference to the company’s 2010 Annual Report on Form 10-K dated February 25, 2011. | 3.2 | | Regulations of Cincinnati Financial Corporation, as amended through May 1, 2010 (incorporated by reference to Exhibit 3.2 to the company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010) | 5 | | Opinion of Dinsmore & Shohl LLP (filed herewith) | 23(a) | | Consent of Deloitte & Touche LLP (filed herewith) | 23(b) | | Consent of Dinsmore & Shohl LLP (please see Exhibit 5) | 24 | | Power of Attorney (included on signature page) | The exhibits listed on the Exhibit Index of this Registration Statement are filed herewith or are incorporated herein by reference to other filings.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to hebe the initial bona tidefide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant the foregoing provisions described above under Item 15 or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suitor proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Signatures Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fairfield, State of Ohio, on this 18th17th day of November, 2011.2017. CINCINNATI FINANCIAL CORPORATION Power of Attorney
By: /s/ Steven J. Johnston Steven J. Johnston President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven J. Johnston, his or her attorney-in-fact, for him or her in any and all capacities, to sign any further amendments to the Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. | | CINCINNATI FINANCIAL CORPORATION | | Signature | Title | Date | | | | | | By: | /s/ Steven J. Johnston | | | | Steven J. Johnston | | | | President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | | Title | | Date | | | | | | /s/ Steven J. Johnston | | | | | Steven J. Johnston | | President and Chief Executive Officer; Director (Principal (Principal Executive Officer)
| | November 18, 201117, 2017 | | | | | | | /s/ Michael J. Sewell | | | | | Michael J. Sewell | | Chief Financial Officer, Senior Vice President and Treasurer (Principal FinancialAccounting Officer) | | November 18, 201117, 2017 | | | | | | /s/ Eric N. Mathews | | | | | Eric N. Matthews | | Vice President, Assistant Secretary, Assistant Treasurer
(Principal Accounting Officer)
| | November 18, 2011 | | | | | | /s/ Kenneth W. Stecher | | | | | Kenneth W. Stecher | | Chairman of the Board; Director | | November 18, 201117, 2017 | | | | | | | | | | | /s/ William F. Bahl | | | | | William F. Bahl | | Director | | November 18, 201117, 2017 | | | | | | | | | | | /s/ Gregory T. Bier | | | | | Gregory T. Bier | | Director | | November 18, 201117, 2017 | | | | | | | /s/ Linda W. Clement-Holmes | | | | | Linda W. Clement-Holmes | Director | November 17, 2017 |
| | | | Signature | Title | Date | | | | | | | /s/ Dirk J. Debbink | | | Dirk J. Debbink | Director | November 17, 2017 | | November 18, 2011 | |
| | | /s/ Kenneth C. Lichtendahl | | | | | Kenneth C. Lichtendahl | | Director | | November 18, 201117, 2017 | | | | | | | /s/ W. Rodney McMullen | | | | | W. Rodney McMullen | | Director | | November 18, 201117, 2017 | | | | | | | /s/ David P. Osborn | | | David P. Osborn | Director | November 17, 2017 | | | | | | | /s/ Gretchen W. Price | | | | | Gretchen W. Price | | Director | | November 18, 201117, 2017 | | | | | | /s/ John J. Schiff, Jr. | | | | | John J. Schiff, Jr. | | Director, Chairman of the Executive Committee | | November 18, 2011 | | | | | | /s/ Thomas R. Schiff | | | | | Thomas R. Schiff | | Director | | November 18, 201117, 2017 | | | | | | | /s/ Douglas S. Skidmore | | | | | Douglas S. Skidmore | | Director | | November 18, 201117, 2017 | | | | | | | /s/ John F. Steele, Jr. | | | | | John F. Steele, Jr. | | Director | | November 18, 201117, 2017 | | | | | | | /s/ Larry R. Webb | | | | | Larry R. Webb | | Director | | November 18, 201117, 2017 | | | | | | /s/ E. Anthony Woods | | | | | E. Anthony Woods | | Director | | November 18, 2011 |
Exhibit Index | | | | Exhibit No. | | | Number | | Exhibit Description of Exhibit | 3.1 | | | 3.2 | | | 5 | | | 23(a) | | | 23(b) | | | 24 | | |
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