Item 2. Unregistered Sales of Equity Securities
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities
Issuer’s Repurchases of Equity Securities
The following table provides information with respect to purchases by Chubb of its Common Shares during the three months ended September 30, 2020:
Period Total
Number of
Shares
Purchased (1)
Average Price
Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan (2)
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan (2)
July 1 through July 31 2,259 $ 126.65 — $ 1.12 billion
August 1 through August 31 2,649 $ 127.23 — $ 1.12 billion
September 1 through September 30 1,070 $ 125.09 — $ 1.12 billion
Total 5,978 $ 126.63 —
(1) This column represents open market share repurchases and the surrender to Chubb of Common Shares to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees and the exercising of options by employees. We did not engage in any share repurchase activity during the three months ended September 30, 2020.
(2) Refer to Note 9 to the Consolidated Financial Statements for more information on the Chubb Limited securities repurchase authorization. In November 2019, the Board authorized the repurchase of up to $1.5 billion of Chubb's Common Shares from November 21, 2019 through December 31, 2020. We suspended share repurchase activity during the second and third quarters of 2020, given the economic environment. Subsequently, we resumed share repurchases, and on October 29, 2020, we repurchased 52,500 Common Shares for a total of $7 million in a series of open market transactions. At October 29, 2020, $1.12 billion in share repurchase authorization remained through December 31, 2020.
93
Table of Contents
ITEM 6. Exhibits
Incorporated by Reference
Exhibit
Number Exhibit Description Form Original
Number Date Filed Filed
Herewith
3.1
Articles of Association of the Company, as amended
8-K 3.1 August 4, 2020
3.2
Organizational Regulations of the Company, as amended
8-K 3.1 November 21, 2016
4.1
Articles of Association of the Company, as amended
8-K 4.1 August 4, 2020
4.2
Organizational Regulations of the Company, as amended
8-K 3.1 November 21, 2016
4.3
Form of Officer's Certificate related to the 1.375% Senior Notes due 2030
8-K 4.1 September 17, 2020
4.4
Form of Global Note for the 1.375% Senior Notes due 2030
8-K 4.2 September 17, 2020
31.1
Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
X
31.2
Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
X
32.1
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
X
32.2
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
X
101.1 The following financial information from Chubb Limited’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 formatted in Inline XBRL:
(i) Consolidated Balance Sheets at September 30, 2020, and December 31, 2019; (ii) Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2020 and 2019; (iii) Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 2020 and 2019; (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019; and (v) Notes to Consolidated Financial Statements X
104.1 The Cover Page Interactive Data File formatted in Inline XBRL (The cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101.1)
94
Table of Contents
SIGNATURES
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 thereunto duly authorized.
CHUBB LIMITED
(Registrant)
October 30, 2020 /s/ Evan G. Greenberg
Evan G. Greenberg
Chairman, President and Chief Executive Officer
October 30, 2020 /s/ Philip V. Bancroft
Philip V. Bancroft
Executive Vice President and Chief Financial Officer
95
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.