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, 2023:
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)
April 1 through April 30 134,824 $ 200.56 127,900 $ 1.17 billion
May 1 through May 31 2,341,407 $ 198.08 2,238,100 $ 726 million
June 1 through June 30 1,309,533 $ 194.96 1,308,300 —
Total 3,785,764 $ 197.09 3,674,300
(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) The aggregate value of shares purchased in the three months ended June 30, 2023 as part of the publicly announced plan was $724 million. Refer to Note 14 to the Consolidated Financial Statements for more information on the Chubb Limited securities repurchase authorizations.
(3) As of June 30, 2023, $474 million expired under the May 2022 $2.5 billion share repurchase authorization. In June 2023, the Board authorized the repurchase of up to $5.0 billion of Chubb's Common Shares effective July 1, 2023 with no expiration date.
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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 and restated
8-K 3.1 May 17, 2023
3.2
Organizational Regulations of the Company, as amended
10-K 3.2 February 24, 2023
4.1
Articles of Association of the Company, as amended and restated
8-K 4.1 May 17, 2023
4.2
Organizational Regulations of the Company, as amended
10-K 4.2 February 24, 2023
10.1 *
Form of Executive Management Non-Competition Agreement
X
22.1
Guaranteed Securities
10-Q 22.1 May 2, 2023
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, 2023, formatted in Inline XBRL:
(i) Consolidated Balance Sheets at June 30, 2023, and December 31, 2022; (ii) Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2023 and 2022; (iii) Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2023 and 2022; (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022; 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)
July 28, 2023 /s/ Evan G. Greenberg
Evan G. Greenberg
Chairman and Chief Executive Officer
July 28, 2023 /s/ Peter C. Enns
Peter C. Enns
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.