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 June 30, 2022:
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 Plans (3)
April 1 through April 30 262,755 $ 210.48 259,000 $ 1.59 billion
May 1 through May 31 2,785,926 $ 207.66 2,708,200 $ 3.53 billion
June 1 through June 30 2,511,835 $ 204.00 2,509,100 $ 2.50 billion
Total 5,560,516 $ 206.14 5,476,300
(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) In July 2021, the Board had authorized a one-time incremental share repurchase program of up to $5.0 billion through June 30, 2022. The aggregate value of shares purchased in the three months ended June 30, 2022 as part of the publicly announced plan was $1.1 billion.
(3) In May 2022, the Board authorized the repurchase of up to $2.5 billion of Chubb's Common Shares effective through June 30, 2023. Shares were repurchased under the July 2021 $5.0 billion share repurchase authorization prior to utilizing the May 2022 $2.5 billion share repurchase authorization. As of June 30, 2022, $522 million expired under the July 2021 $5.0 billion share repurchase authorization. Refer to Note 8 to the Consolidated Financial Statements for more information on the Chubb Limited securities repurchase authorizations. For the period July 1, 2022 through July 28, 2022, we repurchased 1,513,728 Common Shares for a total of $281 million in a series of open market transactions. As of July 28, 2022, $2.22 billion in share repurchase authorization remained through June 30, 2023.
78
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 and restated
8-K 3.1 May 20, 2022
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 and restated
8-K 4.1 May 20, 2022
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 24, 2022
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 June 30, 2022 formatted in Inline XBRL:
(i) Consolidated Balance Sheets at June 30, 2022, and December 31, 2021; (ii) Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2022 and 2021; (iii) Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2022 and 2021; (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021; 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)
79
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)
July 29, 2022 /s/ Evan G. Greenberg
Evan G. Greenberg
Chairman and Chief Executive Officer
July 29, 2022 /s/ Peter C. Enns
Peter C. Enns
Executive Vice President and Chief Financial Officer
80
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.