Shareholders' equity note

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Shareholders' equity

Shareholders’ equity

a) Common Shares

All of Chubb’s Common Shares are authorized under Swiss corporate law. Though the par value of Common Shares is stated in Swiss francs, Chubb continues to use U.S. dollars as its reporting currency for preparing the Consolidated Financial Statements. Under Swiss corporate law, we are generally prohibited from issuing Common Shares below their par value. If there were a need to raise common equity at a time when the trading price of Chubb's Common Shares is below par value, we would need in advance to obtain shareholder approval to decrease the par value of the Common Shares.

Dividend approval

At our May 2022 annual general meeting, our shareholders approved an annual dividend for the following year of up to $3.32 per share, expected to be paid in four quarterly installments of $0.83 per share after the annual general meeting by way of distribution from capital contribution reserves, transferred to free reserves for payment. The Board of Directors (Board) will determine the record and payment dates at which the annual dividend may be paid until the date of the 2023 annual general meeting, and is authorized to abstain from distributing a dividend at its discretion. The first three quarterly installments each of $0.83 per share, have been distributed by the Board as expected.

At our May 2021 and 2020 annual general meetings, our shareholders approved annual dividends for the following year of up to $3.20 per share and $3.12 per share, respectively, which were paid in four quarterly installments of $0.80 per share and $0.78 per share, respectively, at dates determined by the Board after the annual general meeting by way of a distribution from capital contribution reserves, transferred to free reserves for payment.

Dividend distributions

Under Swiss corporate law, dividends must be stated in Swiss francs though dividend payments are made by Chubb in U.S. dollars. We issue dividends without subjecting them to withholding tax by way of distributions from capital contribution reserves and payment out of free reserves.

The following table presents dividend distributions per Common Share in Swiss francs (CHF) and U.S. dollars (USD):

	Year Ended December 31
		2022			2021			2020
	CHF	USD		CHF	USD		CHF	USD
Total dividend distributions per common share	3.11	$	3.29	2.88	$	3.18	2.89	$	3.09

b) Shares issued, outstanding, authorized, and conditional

	Year Ended December 31
	2022	2021	2020
Common Shares authorized and issued, beginning of year	474,021,114	477,605,264	479,783,864
Cancellation of treasury shares	(27,644,500)	(3,584,150)	(2,178,600)
Common Shares authorized and issued, end of year	446,376,614	474,021,114	477,605,264
Common Shares in treasury, beginning of year (at cost)	(47,448,502)	(26,872,639)	(27,812,297)
Net shares issued under employee share-based compensation plans	2,947,272	3,484,487	2,345,208
Shares repurchased	(14,925,028)	(27,644,500)	(3,584,150)
Cancellation of treasury shares	27,644,500	3,584,150	2,178,600
Common Shares in treasury, end of year (at cost)	(31,781,758)	(47,448,502)	(26,872,639)
Common Shares outstanding, end of year	414,594,856	426,572,612	450,732,625

Increases in Common Shares in treasury are due to open market repurchases of Common Shares, the surrender of Common Shares to satisfy tax withholding obligations in connection with the vesting of restricted stock, and the forfeiture of unvested restricted stock. Decreases in Common Shares in treasury are principally due to grants of restricted stock, exercises of stock options, purchases under the Employee Stock Purchase Plan (ESPP), and share cancellations. At our May 2022 annual general meeting, our shareholders approved the cancellation of 13,179,100 shares purchased under our share repurchase program during the last six months of 2021. The capital reduction by cancellation of shares was subject to publication requirements and

a two-month waiting period in accordance with Swiss law and became effective on August 4, 2022. At the Chubb Limited Extraordinary General Meeting of Shareholders, held on November 3, 2021, shareholders approved the cancellation of 14,465,400 shares repurchased under our share repurchase program during the first six months of 2021. The capital reduction by cancellation of shares was subject to publication requirements and a two-month waiting period in accordance with Swiss law and became effective on January 17, 2022.

At our May 2021 annual general meeting, our shareholders approved the cancellation of 3,584,150 shares purchased under our share repurchase program during 2020. The capital reduction by cancellation of shares was subject to publication requirements and a two-month waiting period in accordance with Swiss law and became effective on August 4, 2021. At our May 2020 annual general meeting, our shareholders approved the cancellation of 2,178,600 shares purchased under our share repurchase program during the period beginning September 23, 2019 and ending December 31, 2019. The capital reduction by cancellation of shares was subject to publication requirements and a two-month waiting period in accordance with Swiss law and became effective on August 3, 2020.

Authorized share capital for general purposes under Swiss law

In accordance with Swiss law, the Board has shareholder-approved authority as set forth in the Articles of Association to increase Chubb's share capital from time to time until May 19, 2024, by the issuance for general purposes of up to 200,000,000 fully paid up Common Shares, with a par value equal to the par value of Chubb's Common Shares as set forth in the Articles of Association at the time of any such issuance. Any such increases would be subject to Swiss rules and procedure.

Conditional share capital for bonds and similar debt instruments

Chubb's share capital may be increased through the issuance of a maximum of 33,000,000 fully paid up Common Shares (with a par value of CHF 24.15 as of December 31, 2022) through the exercise of conversion and/or option or warrant rights granted in connection with bonds, notes, or similar instruments, issued or to be issued by Chubb, including convertible debt instruments.

Conditional share capital for employee benefit plans

Chubb's share capital may be increased through the issuance of a maximum of 25,410,929 fully paid up Common Shares (with a par value of CHF 24.15 as of December 31, 2022) in connection with the exercise of option rights granted to any employee of Chubb, director or other person providing services to Chubb.

c) Chubb Limited securities repurchases

From time to time, we repurchase shares as part of our capital management program and to partially offset potential dilution from the exercise of stock options and the granting of restricted stock under share-based compensation plans. The Board has authorized share repurchase programs as follows:

•$1.5 billion of Chubb Common Shares from November 21, 2019 through December 31, 2020;

•$1.5 billion of Chubb Common Shares from November 19, 2020 through December 31, 2021;

•$1.0 billion increase to the November 2020 share repurchase program to a total of $2.5 billion in February 2021, effective through December 31, 2021;

•One-time incremental share repurchase program of $5.0 billion of Chubb Common Shares from July 19, 2021 through June 30, 2022; and

•$2.5 billion of Chubb Common Shares from May 19, 2022 through June 30, 2023.

Share repurchases may be in the open market, in privately negotiated transactions, block trades, accelerated repurchases and through option or other forward transactions. The following table presents repurchases of Chubb's Common Shares conducted in a series of open market transactions under the Board authorizations:

	Year Ended December 31						January 1, 2023 through
(in millions of U.S. dollars, except share data)	2022		2021		2020		February 23, 2023
Number of shares repurchased	14,925,028		27,644,500		3,584,150		1,633,300
Cost of shares repurchased	$	3,014	$	4,861	$	516	$	347

d) General restrictions

The holders of the Common Shares are entitled to receive dividends as approved by the shareholders. Holders of Common Shares are allowed one vote per share provided that, if the controlled shares of any shareholder constitute ten percent or more of the outstanding Common Shares of Chubb, only a fraction of the vote will be allowed so as not to exceed ten percent in aggregate. Entry of acquirers of Common Shares as shareholders with voting rights in the share register may be refused if it would confer voting rights with respect to ten percent or more of the registered share capital recorded in the commercial register.

e) Accumulated other comprehensive income (loss)

The following table presents changes in accumulated other comprehensive income (loss):

	Year Ended December 31
(in millions of U.S. dollars)	2022		2021		2020
Accumulated other comprehensive income (loss) (AOCI)
Net unrealized appreciation (depreciation) on investments
Balance – beginning of year, net of tax	$	2,256	$	4,673	$	2,543
Change in year, before reclassification from AOCI (before tax)	(11,627)		(2,935)		2,311
Amounts reclassified from AOCI (before tax)	1,049		(3)		281
Change in year, before tax	(10,578)		(2,938)		2,592
Income tax (expense) benefit	1,043		521		(462)
Balance – end of year, net of tax	(7,279)		2,256		4,673
Cumulative foreign currency translation adjustment
Balance – beginning of year, net of tax	(2,146)		(1,637)		(1,939)
Change in year, before reclassification from AOCI (before tax)	(982)		(530)		306
Amounts reclassified from AOCI (before tax)	(4)		—		—
Change in year, before tax	(986)		(530)		306
Income tax (expense) benefit	59		21		(4)
Balance – end of year, net of tax	(3,073)		(2,146)		(1,637)
Fair value hedging instruments
Balance – beginning of year, net of tax	—		—		—
Change in year, before reclassification from AOCI (before tax)	17		—		—
Amounts reclassified from AOCI (before tax)	(100)		—		—
Change in year, before tax	(83)		—		—
Income tax benefit	17		—		—
Balance – end of year, net of tax	(66)		—		—
Postretirement benefit liability adjustment
Balance – beginning of year, net of tax	240		(167)		15
Change in year, before tax	(17)		522		(232)
Income tax (expense) benefit	2		(115)		50
Balance – end of year, net of tax	225		240		(167)
Accumulated other comprehensive income (loss)	$	(10,193)	$	350	$	2,869

The following table presents reclassifications from accumulated other comprehensive income (loss) to the consolidated statements of operations:

							Consolidated Statement of Operations Location
	Year Ended December 31
(in millions of U.S. dollars)	2022		2021		2020
Fixed maturities available for sale	$	(1,049)	$	3	$	(281)	Net realized gains (losses)
Income tax benefit	170		6		36		Income tax expense
	$	(879)	$	9	$	(245)	Net income
Cumulative foreign currency translation adjustment
Cross-currency swaps	$	4	$	—	$	—	Interest Expense
Income tax expense	(1)		—		—		Income tax expense
	$	3	$	—	$	—	Net income
Net gains (losses) of fair value hedging instruments
Cross-currency swaps	$	105	$	—	$	—	Net realized gains (losses)
Cross-currency swaps	(5)		—		—		Interest Expense
Income tax expense	(21)		—		—		Income tax expense
	$	79	$	—	$	—	Net income
Total amounts reclassified from AOCI	$	(797)	$	9	$	(245)