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 the January 10, 2014 extraordinary general meeting, our shareholders approved a resolution to increase our quarterly dividend from $0.51 per share to $0.63 per share for the final two quarterly installments (made on January 31, 2014 and April 17, 2014) that had been earlier approved at our 2013 annual general meeting. The $0.12 per share increase for each installment was distributed from capital contribution reserves (Additional paid-in capital), a subaccount of legal reserves, and transferred to free reserves (Retained earnings) for payment, while the existing $0.51 per share was distributed by way of a par value reduction.

At our May 2014 annual general meeting, our shareholders approved an annual dividend for the following year of $2.60 per share, which was paid in four quarterly installments of $0.65 per share after the annual general meeting in the form of a distribution by way of a par value reduction.

At our May 2015 annual general meeting, our shareholders approved an annual dividend for the following year of up to $2.68 per share, which was paid in four quarterly installments of $0.67 per share at dates determined by the Board of Directors (Board) after the annual general meeting by way of a distribution from capital contribution reserves, transferred to free reserves for payment.

At our May 2016 annual general meeting, our shareholders approved an annual dividend for the following year of up to $2.76 per share, expected to be paid in four quarterly installments of $0.69 per share after the annual general meeting by way of distribution from capital contribution reserves, transferred to free reserves for payment. The Board will determine the record and payment dates at which the annual dividend may be paid, and is authorized to abstain from distributing a dividend in its discretion, until the date of the 2017 annual general meeting. The first three quarterly installments, each of $0.69 per share, have been distributed by the Board as expected.

Dividend distributions

Under Swiss corporate law, dividends, including distributions through a reduction in par value (par value reduction), must be stated in Swiss francs though dividend payments are made by Chubb in U.S. dollars. Dividend distributions following Chubb's redomestication to Switzerland have generally been made by way of par value reduction (under the methods approved by our shareholders at our annual general meetings) and had the effect of reducing par value per Common Share each time a dividend was distributed. We may also issue dividends without subjecting them to withholding tax by way of distributions from capital contribution reserves and payment out of free reserves. We employed this method of dividends to effect our dividend increase that was approved by our shareholders on January 10, 2014, and the annual dividends approved in May 2015 and 2016, as noted above.

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



	Year Ended December 31
		2016			2015			2014
	CHF	USD		CHF	USD		CHF	USD
Dividends - par value reduction	—	$	—	0.62	$	0.65	2.27	$	2.46
Dividends - distributed from capital contribution reserves	2.70	2.74		1.94	2.01		0.20	0.24
Total dividend distributions per common share	2.70	$	2.74	2.56	$	2.66	2.47	$	2.70

Par value reductions have been reflected as such through Common Shares in the Consolidated statements of shareholders' equity and had the effect of reducing par value per Common Share to CHF 24.15 at December 31, 2016.

b) Shares issued, outstanding, authorized, and conditional



	Year Ended December 31
	2016		2015		2014
Shares issued, beginning of year	342,832,412		342,832,412		342,832,412
Shares issued for Chubb Corp acquisition	136,951,452		—		—
Common Shares in treasury, end of year (at cost)	(13,815,148	)	(18,268,971	)	(14,172,726	)
Shares issued and outstanding, end of year	465,968,716		324,563,441		328,659,686
Common Shares issued to employee trust
Balance, beginning of year	(5,800	)	(9,467	)	(9,467	)
Shares redeemed	3,000		3,667		—
Balance, end of year	(2,800	)	(5,800	)	(9,467	)

Increases in Common Shares in treasury are due to open market repurchases of Common Shares and 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, and purchases under the Employee Stock Purchase Plan (ESPP).

Common Shares issued to employee trust are issued by Chubb to a rabbi trust for deferred compensation obligations as discussed in Note 11 e) below.

Authorized share capital for general purposes

The Board has shareholder-approved authority as set forth in the Articles of Association to increase for general purposes Chubb's share capital from time to time until May 19, 2018, by the issuance 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.

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, 2016) 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, 2016) in connection with the exercise of option rights granted to any employee of Chubb, and any consultant, 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. Our Board of Directors has authorized share repurchase programs as follows:


•	$2.0 billion of Chubb Common Shares from November 21, 2013 through December 31, 2014


•	$1.5 billion of Chubb Common Shares from January 1, 2015 through December 31, 2015


•	$1.0 billion of Chubb Common Shares from November 17, 2016 through December 31, 2017

Share repurchases may be in the open market, in privately negotiated transactions, block trades, accelerated repurchases and/or 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, 2017 through
(in millions of U.S. dollars, except share data)	2016		2015		2014		February 24, 2017
Number of shares repurchased	—		6,677,663		13,982,358		419,623
Cost of shares repurchased	$	—	$	734	$	1,449	$	55

At February 24, 2017, $945 million in share repurchase authorization remained through December 31, 2017.

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) Deferred compensation obligation

Chubb maintains rabbi trusts for deferred compensation plans principally for employees and former directors. The shares issued by Chubb to the rabbi trusts in connection with deferrals of share compensation are classified in shareholders' equity and accounted for at historical cost in a manner similar to Common Shares in treasury. Changes in the fair value of the shares underlying the obligations are recorded in Accounts payable, accrued expenses, and other liabilities in the Consolidated balance sheets and the related expense or income is recorded in Administrative expenses in the Consolidated statements of operations.

The rabbi trusts also hold other assets, such as fixed maturities, equity securities, and life insurance policies. The assets of the rabbi trusts are consolidated with Chubb's assets in the consolidated balance sheets. Assets held by the trust and the associated obligations are reported at fair value in Other investments and Accounts payable, accrued expenses, and other liabilities, respectively, in the consolidated balance sheets, with changes in fair value reflected as a corresponding increase or decrease to Other (income) expense in the Consolidated statements of operations. However, life insurance policies assets and obligations are reported at cash surrender value.