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Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

6K characters. Original on sec.gov ·

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Cincinnati Financial Corporation had approximately 150,000 shareholders of record as of December 31, 2018. While approximately 13,000 shareholders are registered, the majority of shareholders are beneficial owners whose shares are held in “street name” by brokers and institutional accounts. We believe many of our independent agent representatives and most of the 4,999 associates of our subsidiaries own the company’s common stock. Our common shares are traded under the symbol CINF on Nasdaq.

We discuss the factors that affect our ability to pay cash dividends and repurchase shares in Item 7, Liquidity and Capital Resources. Regulatory restrictions on dividends our insurance subsidiary can pay to the parent company are discussed in Item 8, Note 9 of the Consolidated Financial Statements.

The following summarizes securities authorized for issuance under our equity compensation plans as of December 31, 2018:

Plan categoryNumber of securities to be issued upon exercise of outstanding options, warrants and rights at December 31, 2018Weighted-average exercise price of outstanding options, warrants and rightsNumber of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a)) at December 31, 2018
(a)(b)(c)
Equity compensation plans approved by security holders3,273,815$56.089,709,209
Equity compensation plans not approved by security holders———
Total3,273,815$56.089,709,209

The number of securities remaining available for future issuance includes: 8,570,563 shares available for issuance under the Cincinnati Financial Corporation 2016 Stock Compensation Plan (the 2016 Plan), 838,646 shares available for issuance under the Cincinnati Financial Corporation 2012 Stock Compensation Plan (the 2012 Plan), and 300,000 shares available for issuance of share grants under the Director’s Stock Plan of 2018. The number of securities remaining available for future issuance assumes the number of securities to be issued from performance-based awards are issued at the target-level performance level. Both the 2016 Plan and 2012 Plan allow for issuance of stock options, service-based or performance-based restricted stock units, stock appreciation rights or other equity-based grants. Awards other than stock options granted from the 2016 and 2012 plans are counted as three shares against the plan for each one share of common stock actually issued. Additional information about share-based associate compensation granted under our equity compensation plans is available in Item 8, Note 17 of the Consolidated Financial Statements.

Cincinnati Financial Corporation - 2018 10-K - Page 44

The following summarizes shares purchased under our repurchase programs:

PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programsMaximum number of shares that may yet be purchased under the plans or programs
October 1-31, 2018—$——15,476,785
November 1-30, 2018———15,476,785
December 1-31, 2018———15,476,785
Totals———

We did not sell any of our shares that were not registered under the Securities Act during 2018. Our repurchase program was expanded on October 22, 2007, to increase our repurchase authorization to approximately 13 million shares. Our repurchase program does not have an expiration date. On January 26, 2018, an additional 15 million shares were authorized, resulting in 15,476,785 shares available for purchase under our program at December 31, 2018.

Cincinnati Financial Corporation - 2018 10-K - Page 45

Cumulative Total Return

As depicted in the graph below, the five-year total return on a $100 investment made December 31, 2013, assuming the reinvestment of all dividends, was 74.6 percent for Cincinnati Financial Corporation’s common stock compared with 71.2 percent for the S&P Composite 1500 Property & Casualty Insurance Index and 50.3 percent for the S&P 500 Index.

The S&P Composite 1500 Property & Casualty Insurance Index included 26 companies at year-end 2018: The Allstate Corporation, Ambac Financial Group Inc., AMERISAFE Inc., Aspen Insurance Holdings Limited, Chubb Limited, Cincinnati Financial Corporation, Employers Holdings Inc., First American Financial Corporation, The Hanover Insurance Group Inc., HCI Group Inc., James River Group Holdings Ltd., Kemper Corporation, Mercury General Corporation, The Navigators Group Inc., Old Republic International Corporation, ProAssurance Corporation, The Progressive Corporation, RLI Corp., Safety Insurance Group Inc., Selective Insurance Group Inc., Stewart Information Services Corporation, The Travelers Companies Inc., United Fire Group Inc., United Insurance Holdings Corp., Universal Insurance Holdings Inc. and W. R. Berkley Corporation.

The S&P 500 Index includes a representative sample of 500 leading companies in a cross section of industries of the U.S. economy. Although this index focuses on the large capitalization segment of the market, it is widely viewed as a proxy for the total market.

The following graph depicts $100 invested on December 31, 2013, in stock or index, including reinvestment of dividends. The years shown represent each respective fiscal year ending December 31.

Comparison of Five-Year Cumulative Total Returncomparison5yeartotalreturn24.jpg

Cincinnati Financial Corporation - 2018 10-K - Page 46

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