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 March 31, 2021:
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 (3)
January 1 through January 31 2,503 $ 154.44 — $ 2.50 billion
February 1 through February 28 2,390,214 $ 165.83 2,208,000 $ 2.14 billion
March 1 through March 31 1,116,522 $ 168.26 902,000 $ 1.98 billion
Total 3,509,239 $ 166.59 3,110,000
(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 to cover the cost of the exercise of options by employees through stock swaps.
(2) The aggregate value of shares purchased in the three months ended March 31, 2021 as part of the publicly announced plan was $519 million.
(3) In November 2020, the Board authorized the repurchase of up to $1.5 billion of Chubb's Common Shares from November 19, 2020 through December 31, 2021. In February 2021, the Board approved an increase to the November 2020 share repurchase program of $1.0 billion to a total of $2.5 billion, effective through December 31, 2021. For the period April 1, 2021 through April 29, 2021, we repurchased 450,000 Common Shares for a total of $76 million in a series of open market transactions. At April 29, 2021, $1.91 billion in share repurchase authorization remained through December 31, 2021. Refer to Note 8 to the Consolidated Financial Statements for more information on the Chubb Limited securities repurchase authorization.
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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
10.1 *
Form of Performance Based Restricted Stock Award Terms under the Chubb Limited 2016 Long-Term Incentive Plan for Swiss Executive Management
10-K 10.82 February 25, 2021
10.2 *
Form of Performance Based Restricted Stock Award Terms under the Chubb Limited 2016 Long-Term Incentive Plan for Executive Officers
10-K 10.83 February 25, 2021
22.1
Guaranteed Securities
10-K 22.1 February 25, 2021
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 March 31, 2021 formatted in Inline XBRL:
(i) Consolidated Balance Sheets at March 31, 2021, and December 31, 2020; (ii) Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2021 and 2020; (iii) Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2021 and 2020; (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020; 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)
* Management contract, compensatory plan or arrangement
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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)
April 30, 2021 /s/ Evan G. Greenberg
Evan G. Greenberg
Chairman and Chief Executive Officer
April 30, 2021 /s/ Philip V. Bancroft
Philip V. Bancroft
Executive Vice President and Chief Financial Officer
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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.