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, 2021:
Period Total Number of
Shares Purchased (1)
Average Price
Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans (2)
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans (3)
July 1 through July 31 590,360 $ 168.69 588,000 $ 4.97 billion
August 1 through August 31 5,914,269 $ 180.77 5,908,300 $ 3.90 billion
September 1 through September 30 1,918,069 $ 182.08 1,915,700 $ 3.55 billion
Total 8,422,698 $ 180.22 8,412,000
(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 September 30, 2021 as part of the publicly announced plans was $1.52 billion.
(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. On July 19, 2021, the Board authorized a one-time incremental share repurchase program of up to $5.0 billion through June 30, 2022. The $2.5 billion share repurchase authorization was used prior to the $5.0 billion share repurchase authorization. For the period October 1, 2021 through October 27, 2021, we repurchased 167,700 Common Shares for a total of $29 million in a series of open market transactions. At October 27, 2021, $3.52 billion in share repurchase authorization remained. Refer to Note 8 to the Consolidated Financial Statements for more information on the Chubb Limited securities repurchase authorizations.
84
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 6, 2021
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 6, 2021
4.2
Organizational Regulations of the Company, as amended
8-K 3.1 November 21, 2016
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 September 30, 2021 formatted in Inline XBRL:
(i) Consolidated Balance Sheets at September 30, 2021, and December 31, 2020; (ii) Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2021 and 2020; (iii) Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 2021 and 2020; (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 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)
85
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 28, 2021 /s/ Evan G. Greenberg
Evan G. Greenberg
Chairman and Chief Executive Officer
October 28, 2021 /s/ Peter C. Enns
Peter C. Enns
Executive Vice President and Chief Financial Officer
86
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.