Chubb (CB) 10-K risk factor changes: FY2019 vs FY2018

[removed: Insurance][added: Insurance]

[removed: Our] [added: Our] results of operations or financial condition could be adversely affected by the occurrence of natural and man-made [removed: disasters.][added: disasters.]

[removed: If] [added: If] actual claims exceed our loss reserves, our financial results could be adversely [removed: affected.][added: affected.]

At December 31, [removed: 2018,] [added: 2019,] gross A&E liabilities represented approximately [removed: 3.4] [added: 3.2] percent of our [added: gross] loss reserves.

[added: Accordingly, the ultimate] settlement of losses, arising from either latent or non-latent causes, may be significantly greater or less than the loss and loss expense reserves held at the balance sheet date.

In [removed: particular] [added: addition,] the amount and timing of the settlement of our P&C liabilities are uncertain and our actual payments could be higher than contemplated in our loss reserves owing to the impact of insurance, [removed: judicial decisions, and/or social inflation.]

[removed: The] [added: The] effects of emerging claim and coverage issues on our business are [removed: uncertain.][added: uncertain.]

[removed: The] [added: The] failure of any of the loss limitation methods we use could have an adverse effect on our results of operations and financial [removed: condition.][added: condition.]

[removed: We] [added: We] may be unable to purchase reinsurance, and/or if we successfully purchase reinsurance, we are subject to the possibility of [removed: non-payment.][added: non-payment.]

At December 31, [removed: 2018,] [added: 2019,] we had [removed: $16.2] [added: $15.4] billion of reinsurance recoverables, net of reserves for uncollectible recoverables.

At December 31, [removed: 2018,] [added: 2019,] the aggregate reinsurance balances ceded by our active subsidiaries to Century were approximately $1.5 billion.

Should Century's loss reserves experience adverse development in the future and should Century be placed into rehabilitation or liquidation, the reinsurance recoverables due from Century to [added: its affiliates would be payable only after the payment in full of third-party expenses and liabilities, including administrative expenses and direct policy liabilities.]

Thus, the intercompany reinsurance recoverables would be at risk to the extent of the [removed: shortage of assets remaining to pay these recoverables.]

[removed: Our] [added: Our] net income may be volatile because certain products sold by our Life Insurance business expose us to reserve and fair value liability changes that are directly affected by market and other factors and [removed: assumptions.][added: assumptions.]

[removed: Payment] [added: Payment] of obligations under surety bonds could have an adverse effect on our results of [removed: operations.][added: operations.]

[removed: Our] [added: Our] exposure to [removed: counterparties in] various [removed: industries,] [added: commercial and contractual counterparties,] our reliance on brokers, and certain of our policies may subject us to credit [removed: risk.][added: risk.]

We have exposure to counterparties through [removed: reinsurance] [added: a variety of commercial transactions] and [removed: in various industries,] [added: arrangements,] including [added: reinsurance transactions; agreements with] banks, hedge funds and other investment [removed: vehicles,] [added: vehicles;] and derivative [removed: transactions] [added: transactions,] that expose us to credit risk in the event our counterparty fails to perform its obligations.

[removed: We also have] [added: This includes] exposure to financial institutions in the form of secured and unsecured debt instruments and equity securities.

[removed: Since] [added: Since] we depend on a few distribution and bancassurance partners for a large portion of our revenues, loss of business provided by any one of them could adversely affect [removed: us.][added: us.]

[removed: Financial][added: Financial]

[removed: Our] [added: Our] investment performance may affect our financial results and our ability to conduct [removed: business.][added: business.]

Given the risk that London Interbank Offered Rate (LIBOR) [removed: may] [added: will] no longer be available, we are monitoring industry efforts via our external investment managers to transition away from LIBOR by the end of 2021.

However, a smaller portion of the portfolio, approximately [removed: 15] [added: 16] percent at December 31, [removed: 2018,] [added: 2019,] is invested in below investment-grade securities.

As a part of our ongoing analysis of our investment portfolio, we are required to assess whether the [removed: debt and equity securities] [added: fixed maturities] we hold for which we have recorded an unrealized loss have been “other-than-temporarily impaired” under GAAP, which implies an inability to recover the full economic benefits of these securities.

[removed: We] [added: We] may require additional capital or financing sources in the future, which may not be available or may be available only on unfavorable [removed: terms.][added: terms.]

Our future capital and financing requirements depend on many factors, including our ability to write new business successfully and to establish premium rates and reserves at levels sufficient to cover losses, as well as our investment performance and [added: capital expenditure obligations, including with respect to acquisitions.]

[removed: We may need to raise additional funds through financings] or access funds through existing or new credit facilities or through short-term repurchase agreements.

[removed: We] [added: We] may be required to post additional collateral because of changes in our reinsurance liabilities to regulated insurance companies, or because of regulatory changes that affect our [removed: companies.][added: companies.]

[removed: U.S.] [added: U.S.] and global economic and financial industry events and their consequences could harm our business, our liquidity and financial condition, and our stock [removed: price.][added: price.]

[removed: A] [added: A] decline in our financial strength ratings could affect our standing among distribution partners and customers and cause our premiums and earnings to decrease.

A decline in our debt ratings could increase our borrowing costs and impact our ability to access capital [removed: markets.][added: markets.]

[removed: Our] [added: Our] ability to pay dividends and/or to make payments on indebtedness may be constrained by our holding company [removed: structure.][added: structure.]

Chubb Limited is a holding company that owns shares of its operating insurance and reinsurance subsidiaries [removed: and does not itself have any significant operations or liquid assets.][added: along with several loans receivable from affiliates.]

[removed: Dividends] [added: Repayment of loans receivable, guarantee fees] and [added: dividends and] other permitted distributions from our insurance subsidiaries are [removed: a] [added: its] primary [removed: source] [added: sources] of funds to meet ongoing cash requirements, including any future debt service [removed: payments and] [added: payments,] other expenses, [added: repurchases of its shares,] and to pay dividends to our shareholders.

The inability of our insurance subsidiaries to pay dividends (or other intercompany amounts due, such as intercompany debt obligations) in an amount sufficient to enable us to meet our cash requirements at the holding company level could have an adverse effect on our operations and our ability to [added: repurchase shares and] pay dividends to our [removed: shareholders and/or meet our debt service obligations.][added: shareholders.]

[removed: Our] [added: Our] operating results and shareholders' equity may be adversely affected by currency [removed: fluctuations.][added: fluctuations.]

At December 31, [removed: 2018,] [added: 2019,] approximately [removed: 20.7] [added: 16.6] percent of our net assets were denominated in foreign currencies.

[added: We may experience] losses resulting from fluctuations in the values of non-U.S. currencies, which could adversely impact our results of operations and financial condition.

[removed: Operational][added: Operational]

[removed: The] [added: The] regulatory and political regimes under which we operate, and their volatility, could have an adverse effect on our [removed: business.][added: business.]

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judicial decisions, and/or social inflation.

For example, recently enacted "reviver" legislation in certain states does allow civil claims relating to molestation and abuse to be asserted against policyholders that would otherwise be barred by statutes of limitations.

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shortage of assets remaining to pay these recoverables.

Moreover, we paid deposits in connection with our pending acquisition of additional shares of Huatai Insurance Group Company Limited (Huatai Group), which exposes us to risk if the transactions are not completed.

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We may need to raise additional funds through financings

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Beyond this it does not itself have any significant operations or liquid assets.

Swiss law imposes certain restrictions on our ability to repurchase our shares.

Swiss law imposes certain withholding tax and other restrictions on a Swiss company’s ability to return earnings or capital to its shareholders, including through the repurchase of its own shares.

We may only repurchase shares to the extent that sufficient freely distributable reserves are available.

In addition, Swiss law requires that the total par value of Chubb's acquisition of treasury shares must not be in excess of 10 percent of its total share capital.

As a result, in order to maintain our share repurchase program, our shareholders must periodically authorize, through ballot item approval at our annual general meeting,

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a reduction in our share capital through the cancellation of designated blocks of repurchased shares held in treasury.

If our shareholders do not approve the cancellation of previously repurchased shares, we may be unable to return capital to shareholders through share repurchases in the future.

Furthermore, our current repurchase program relies on a Swiss tax ruling.

Any future revocation or loss of our Swiss tax ruling or the inability to conduct repurchases in accordance with the ruling could also jeopardize our ability to continue repurchasing our shares.

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information.

These laws and regulations are increasing in complexity and number, change frequently, sometimes conflict, and could expose Chubb to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions.

The U.K. ratified the withdrawal agreement and ceased to be a Member State of the EU (Brexit) on January 31, 2020.

The withdrawal agreement between the U.K. and the EU includes, following Brexit, a transition or implementation period to avoid a "cliff edge" Brexit, meaning that the U.K. remains subject to, and has the benefit of, all EU legislation, including passporting rights, until December 31, 2020.

This period is intended to enable the EU and the U.K. to negotiate a trade agreement for the post-Brexit relationship between the U.K. and the EU and can, pursuant to the withdrawal agreement, be extended beyond the end of 2020 with the consent of both the U.K. and the EU.

However, the U.K. government included a section in the European Union (United Kingdom Withdrawal Agreement) Act 2020 that has made it illegal for the U.K. Parliament to seek an extension of the transition or implementation period from the EU.

To the extent, therefore, that it proves impossible to negotiate a trade agreement between the U.K. and the EU by December 31, 2020, there remains a risk that a "cliff edge" Brexit may nevertheless arise, including the benefits of passporting rights.

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We use the modeled outputs and

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In addition to these considerations, changes in the frequency and severity of losses

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This may also apply to companies in which we acquire majority ownership.

The OECD has published a framework for taxation that in many respects is different than long standing international tax principles.

This framework is a proposal that we expect to develop further in 2020 as it is designed by the OECD Secretariat.

This framework is an alternative to digital services taxes that several countries have enacted or are considering.

These changes could redefine what income is taxed in which country and institute a global minimum tax.

These proposals may be completed

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The last several years saw a particularly significant set of catastrophes, principally in the form of Hurricanes Harvey, Irma, Maria, Florence, and Michael; the global cyber-attacks known as WannaCry and Petya; and significant California wildfires.

The historical incidence for events such as earthquakes, pandemics and cyber-attacks is infrequent and may not be representative of contemporary exposures and risks.

As an example, increases in the values and concentrations of insured property may increase the severity of these occurrences in the future.

Accordingly, the ultimate

its affiliates would be payable only after the payment in full of third party expenses and liabilities, including administrative expenses and direct policy liabilities.

capital expenditure obligations, including with respect to acquisitions.

We may experience

Fines and penalties in the U.S. in particular have been trending upwards.

We may not be able to comply fully with, or obtain appropriate exemptions from, applicable statutes and regulations and any changes thereto, which could have an adverse effect on our business.

Failure to comply with or obtain appropriate authorizations and/or exemptions under any applicable laws and regulations could result in restrictions on our ability to do business or undertake activities that are regulated in one or more of the jurisdictions in which we conduct business and could subject us to fines and other sanctions.

These laws and regulations are increasing in complexity and number, change frequently and sometimes conflict.

Among the requirements are the maintenance of a cybersecurity program with governance controls, risk-based minimum data security standards for technology systems, cyber breach preparedness and response requirements, including reporting obligations, vendor oversight, training, and program record keeping and certification obligations.

The NAIC model law is similar in many respects to the NYDFS Cybersecurity Regulation and has been adopted by a few states and is under consideration by others.

Any such events could potentially have an adverse impact on our business, financial condition or results of operations.

We operate in a number of countries outside of the U.S. whose laws may in some cases be more stringent than the requirements in the U.S. For example, European Union (EU) member countries have specific requirements relating to cross-border transfers of personal information to certain jurisdictions, including to the U.S. In addition, some countries provide stronger individual rights and have stricter consumer notice and/or consent requirements for the collection, use or sharing of personal information and more stringent requirements relating to organizations’ privacy programs.

Moreover, international privacy and data security regulations may become more complex and have greater consequences.

Our compliance with GDPR requires preparation, expenditures, and ongoing compliance efforts.

Further, enforcement priorities and interpretation of certain of the GDPR's provisions are still unclear.

Under the GDPR there are penalties for noncompliance which could result in a material fine for certain activities of up to 4 percent of a firm’s global annual revenue per violation.

The expected exit of the U.K. from the EU, or prolonged periods of uncertainty relating to such a possibility could result in significant macroeconomic deterioration including, but not limited to, decreases in global stock exchange indices, increased foreign exchange volatility (in particular a further weakening of the pound sterling and euro against other leading currencies), decreased GDP in the U.K., and a downgrade of the U.K.’s sovereign credit rating.

In addition, these events if sufficiently extreme could push the U.K., Eurozone, and/or United States into an economic recession any of which, were they to occur, would further destabilize the global financial markets and could have a material adverse effect on our business, financial condition, and results of operations.

As such, U.K. insurers (as well as EEA insurers operating as passported branches in the U.K., such as our French companies Chubb European Group SE and ACE Europe Life SE), are currently able to underwrite risks from the U.K. into EEA member states via a “passport”.

If the withdrawal agreement in its current form is entered into, the U.K. will withdraw from the EU Single Market, in which case our passporting rights would be lost.

In addition, there can be no assurance that there will be any agreement between the U.K. and the EU by the date on which the U.K. withdraws from the EU, by the end of any transitional period, or at all.

In particular, the terms of the U.K.'s exit from the EU and the framework for future discussions on the terms of the U.K.'s relationship with the EU is subject to approval by the U.K. Parliament, which may not be given.

As such, there is a possibility that the withdrawal agreement will not be approved by the U.K. Parliament, and that the U.K. will withdraw from the EU without any withdrawal agreement.

As an EEA authorized insurer, Chubb will be able to continue to underwrite local risks across the EU Single Market.

On July 24, 2018, the U.K. government legislated the Temporary Permissions Regime which allows U.K. branches of EEA authorized insurers to continue underwriting U.K. insurance business if the U.K. leaves the EU on March 29, 2019 without a withdrawal agreement, while the insurer seeks local authorization from the U.K. regulator, which might require local capital to be deposited.

We have commenced implementation of plans to ensure that following the date of the U.K.'s exit from the EU, our French companies, Chubb European Group SE and ACE Europe Life SE, will be able to underwrite risks across the EEA via a "passport", and the U.K. branches of these companies will have the benefit of the U.K.'s Temporary Permissions Regime, allowing them to continue to carry on insurance business in the U.K. for the period of up to three years following the date of the U.K.'s exit from the EU or until the relevant entity obtains branch authorization from the Prudential Regulatory Authority.

However, any change to the terms of the U.K.’s access to the EU Single Market following the withdrawal of the U.K. from the EU could still have a material adverse effect on our business, financial condition, and results of operations.

Chubb underwrites P&C business on a global basis through Lloyd's of London (Lloyd's).

Effective January 1, 2019, Lloyd's launched the Lloyd's Insurance Company which enables Lloyd's to continue to write insurance and reinsurance in EEA member states through an alternative entity in its group located in Brussels, following the U.K.'s withdrawal from the EU.

Lloyd's has announced its intention to transfer all existing EEA business from the U.K. entity to the Lloyd's Insurance Company through a regulatory process called a Part VII transfer.

the integrity and availability of the data we maintain, including that within our information systems, as well as data in and assets held through third-party service providers and systems.

In an effort to ensure the integrity of such data, we implement new security measures and systems, including the use of confidential intellectual property, and improve or upgrade our existing security measures and systems on a continuing basis.

The instances of major cyber incidents have continued to expand in recent years, as exemplified by the 2017 "Petya" and “WannaCry” ransomware attacks.

In some cases, such events may not be immediately detected.

Like other global companies, we have from time to time experienced Security Events, none of which had, individually or in the aggregate, an adverse impact on our business, results of operations, or financial condition.

The regulatory environment surrounding information security and privacy is increasingly demanding.

We are subject to numerous U.S. federal and state laws and regulations in jurisdictions outside the U.S. governing the protection of personal and confidential information of our clients or employees, including in relation to medical records, credit card data and financial information.

The following is a discussion of our results of operations, financial condition, and liquidity and capital resources as of and for the year ended December 31, [removed: 2018.][added: 2019.]

| [removed: MD&A Index] [added: MD&A Index] | Page |

[removed: | [Forward-Looking Statements](#sAB1D592C759427B564203B10CFD9A698) | [37](#sAB1D592C759427B564203B10CFD9A698) |][added: Forward-Looking Statements]

[removed: | [Overview](#s955C042FE6B6F16ECABA3B10CFFE59BB) | [39](#s955C042FE6B6F16ECABA3B10CFFE59BB) |][added: Overview]

| [Financial [removed: Highlights](#s632BE25BC29A1AAC7E573B10D04E035A)] [added: Highlights](#s403A25F73CF3503F8E6914CCE5AF032A)] | [removed: [39](#s632BE25BC29A1AAC7E573B10D04E035A)] [added: [38](#s403A25F73CF3503F8E6914CCE5AF032A)] |

[removed: | [Critical] [added: Critical] Accounting [removed: Estimates](#sAAD04C9CBD01FB9ED0383B10D0814C01) | [40](#sAAD04C9CBD01FB9ED0383B10D0814C01) |][added: Estimates]

| [Consolidated Operating [removed: Results](#s4EBC81AE8150644BA5053B10B2B09C28)] [added: Results](#s2277FF158C355CA783A70180835B2B99)] | [removed: [51](#s4EBC81AE8150644BA5053B10B2B09C28)] [added: [50](#s2277FF158C355CA783A70180835B2B99)] |

| [Segment Operating [removed: Results](#s32CD51958824298AF5FF3B10D45D6E9A)] [added: Results](#s1A2A9A316F995906903220F14917BDE3)] | [removed: [58](#s32CD51958824298AF5FF3B10D45D6E9A)] [added: [57](#s1A2A9A316F995906903220F14917BDE3)] |

[removed: | [Net] [added: Net] Investment [removed: Income](#s81E41AD24F1C77934F2B3B10B5008747) | [77](#s81E41AD24F1C77934F2B3B10B5008747) |][added: Income]

[removed: | [Net] [added: Net] Realized and Unrealized Gains [removed: (Losses)](#s3A71CEA63784008A4BCB3B1089208165) | [77](#s3A71CEA63784008A4BCB3B1089208165) |][added: (Losses)]

[removed: | [Amortization] [added: Amortization] of Purchased Intangibles and Other [removed: Amortization](#sC5E7B3383993E1B60C763B10B77F9C4E) | [78](#sC5E7B3383993E1B60C763B10B77F9C4E) |][added: Amortization]

[removed: | [Interest Expense](#s52916729C3BF0406974C3B10D7058ADB) | [79](#s52916729C3BF0406974C3B10D7058ADB) |][added: Interest Expense]

[removed: | [Investments](#s34C685A8289D5DD2D9163B10B24586AC) | [79](#s34C685A8289D5DD2D9163B10B24586AC) |][added: Investments]

[removed: | [Asbestos] [added: Asbestos] and Environmental [removed: (A&E)](#s86BEBDB357FB4A5B5C223B10C7E5352B) | [83](#s86BEBDB357FB4A5B5C223B10C7E5352B) |][added: (A&E)]

[removed: | [Catastrophe Management](#s6CBAB96DDABE7CB11A7F3B10D777ACBD) | [84](#s6CBAB96DDABE7CB11A7F3B10D777ACBD) |][added: Catastrophe Management]

[removed: | [Natural] [added: Natural] Catastrophe Property Reinsurance [removed: Program](#s1848BF12F61F72827AAB3B10D7DCADD1) | [84](#s1848BF12F61F72827AAB3B10D7DCADD1) |][added: Program]

[removed: | [Political] [added: Political] Risk and Credit [removed: Insurance](#s168CC31A655B349D714C3B10D80191C9) | [85](#s168CC31A655B349D714C3B10D80191C9) |][added: Insurance]

[removed: | [Crop Insurance](#s427A9F614145C9CB09363B10D824DDD5) | [86](#s427A9F614145C9CB09363B10D824DDD5) |][added: Crop Insurance]

[removed: | [Liquidity](#s9088938C85B3AE775A4B3B10D85064A6) | [87](#s9088938C85B3AE775A4B3B10D85064A6) |][added: Liquidity]

[removed: | [Capital Resources](#s2B47E063599277D72E0C3B10B50DC037) | [89](#s2B47E063599277D72E0C3B10B50DC037) |][added: Capital Resources]

[removed: | [Contractual] [added: Contractual] Obligations and [removed: Commitments](#sBB6B53D70E3EED339A023B10B2B6B75D) | [91](#sBB6B53D70E3EED339A023B10B2B6B75D) |][added: Commitments]

[removed: | [Credit Facilities](#s3B724E03223AF5ED9AAE3B10D8FC9F15) | [92](#s3B724E03223AF5ED9AAE3B10D8FC9F15) |][added: Credit Facilities]

[removed: | [Ratings](#s1793492E3242C26E61983B10D9198231) | [93](#s1793492E3242C26E61983B10D9198231) |][added: Ratings]

[removed: Forward-Looking Statements][added: | [Forward-Looking Statements](#s860B6500E2285FB180ECF679602AD52B) | [36](#s860B6500E2285FB180ECF679602AD52B) |]

[removed: The] [added: *The] words “believe,” “anticipate,” “estimate,” “project,” “should,” “plan,” “expect,” “intend,” “hope,” “feel,” “foresee,” “will likely result,” or “will continue,” and variations thereof and similar expressions, identify forward-looking statements.

We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future events or [removed: otherwise.][added: otherwise.*]

[removed: Overview][added: | [Overview](#s6930FB820772508DB4828980AD681249) | [38](#s6930FB820772508DB4828980AD681249) |]

[removed: Financial] [added: Financial] Highlights for the Year [removed: Ended December] [added: Ended December] 31, [removed: 2018][added: 2019]

| • | P&C combined ratio was 90.6 percent [removed: compared with 94.7 percent] in [removed: 2017.] [added: both 2019 and 2018.] P&C current accident year combined ratio excluding catastrophe losses was [removed: 88.0] [added: 89.2] percent compared with [removed: 87.6] [added: 88.0] percent in [removed: 2017,] [added: 2018,] reflecting [removed: high loss activity] [added: the increase] in [removed: our] [added: the] North America [removed: property lines and elevated homeowners loss activity.] [added: Agricultural Insurance segment combined ratio noted above.] |

| • | Total pre-tax and after-tax catastrophe losses, including reinstatement premiums, were [removed: $1,626] [added: $1,187] million [removed: (5.9] [added: (4.1] percentage points of the combined ratio) and [removed: $1,354] [added: $966] million, respectively, compared with [removed: $2,746] [added: $1,626] million [removed: (10.2] [added: (5.9] percentage points of the combined ratio) and [removed: $2,171] [added: $1,354] million, respectively, in [removed: 2017.] [added: 2018. Refer to the Consolidated Operating Results section for additional information on our catastrophe losses.] |

| • | Total pre-tax and after-tax favorable prior period development were [removed: $896] [added: $792] million [removed: (3.3] [added: (2.7] percentage points of the combined ratio) and [removed: $706] [added: $624] million, respectively, compared with [removed: $829] [added: $896] million [removed: (3.1] [added: (3.3] percentage points of the combined ratio) and [removed: $634] [added: $706] million, respectively, in [removed: 2017.] [added: 2018. Pre-tax favorable prior period development in 2018 included favorable reinsurance settlements of $205 million related to legacy run-off exposures.] |

| • | Operating cash flow was [removed: $5,480] [added: $6,342] million compared with [removed: $4,503] [added: $5,480] million in [removed: 2017.] [added: 2018, an increase of $862 million primarily due to higher underwriting cash flow.] Refer to the Liquidity section for additional information on our cash flows. |

| • | Net investment income was [removed: $3,305] [added: $3,426] million compared with [removed: $3,125] [added: $3,305] million in [removed: 2017.] [added: 2018.] |

| • | Share repurchases totaled [removed: $1,021] [added: $1,531] million, or approximately [removed: 7.7] [added: 10.4] million shares for the [removed: year.] [added: year, at an average purchase price of $146.61 per share.] |

[removed: Outlook][added: Outlook]

There are [removed: a number of] [added: several] factors that impact the variability in investment income, including interest rates and private equity distributions.

Nevertheless, we expect our quarterly [added: pre-tax] net investment income in [removed: 2019] [added: 2020] to be in the range of [removed: $825] [added: $852] million to [removed: $835] [added: $862] million, including the expected amortization of the fair value adjustment on acquired invested assets, at current exchange rates, of approximately [removed: $55] [added: $33] million per quarter.

Excluding the amortization of the fair value adjustment on acquired invested assets, we expect quarterly [added: pre-tax] adjusted net investment income in [removed: 2019] [added: 2020] to be in the range of [removed: $880] [added: $885] million to [removed: $890] [added: $895] million.

[removed: Critical] [added: | [Critical] Accounting [removed: Estimates][added: Estimates](#s0A8AA3FE2B835005836796C4239B0CD6) | [39](#s0A8AA3FE2B835005836796C4239B0CD6) |]

| • | unpaid loss and loss expense reserves, including long-tail asbestos and environmental (A&E) [removed: reserves;] [added: reserves and non-A&E casualty exposures;] |

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| • | risks and uncertainties relating to our planned purchases of additional interests in Huatai Insurance Group Company Limited (Huatai Group), including our ability to receive Chinese insurance regulatory approval and complete the purchases; |

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| • | Net income was $4,454 million compared with $3,962 million in 2018. |

| • | Net premiums written were $32.3 billion, up 5.5 percent, or 7.0 percent on a constant-dollar basis. |

| • | The North America Agricultural Insurance segment combined ratio was 95.1 percent compared with 75.5 percent in 2018, or a decline of $296 million in underwriting income, principally due to the downward revision in the 2019 crop year margin estimate reflecting preventive planting claims due to the impact of wet weather conditions and crop yield shortfalls resulting from poor growing conditions. |

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

We completed 2019 with net premiums written growth of 5.5 percent, or 7.0 percent on a constant-dollar basis.

Premium growth accelerated globally with the current pricing and underwriting environment, which has continued to improve in more lines of business and more territories.

We plan to use our global presence to capitalize on these market conditions in the year ahead, while continuing to focus on our long-term strategic growth initiatives.

Our net investment income increased 3.6 percent in 2019, reflecting strong operating cash flow and a higher invested asset base.

During 2019, Chubb increased its ownership interest in Huatai Group and is committed to acquire additional interests with the goal of majority and beyond ownership.

To that end, Chubb entered into agreements to purchase an additional 22.4 percent ownership in Huatai Group through separate purchases of 15.3 percent and 7.1 percent, respectively, each contingent upon regulatory approvals and other important conditions.

At the completion of the 7.1 percent purchase, which is expected by the end of 2021, Chubb is expected to apply consolidation accounting.

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

Among some of these factors that might be considered are changes in business mix or

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

| Captives | | 2,647 | | | | 378 | | | | 20 | | |

| Total | | $ | 15,497 | | | $ | 11,668 | | | $ | 316 | |

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

| • | Net premiums written in our North America Commercial P&C Insurance segment increased $890 million (7.1 percent) in 2019, reflecting positive rate increases, new business written and strong retention across most retail lines, including property, financial lines, excess casualty, risk management, and commercial package, as well as in our wholesale and high excess Bermuda lines, and in our small commercial businesses. |

| • | Net premiums written in our North America Personal P&C Insurance segment increased $113 million (2.4 percent) in 2019, primarily due to strong retention and rate and exposure increases across most lines, partially offset by a $44 million benefit in 2018 related to the harmonization of our legacy premium registration systems, which unfavorably impacted growth by approximately 0.9 percentage points. |

| • | Net premiums written in our North America Agricultural Insurance segment increased $233 million (14.8 percent) in 2019, primarily due to growth in our MPCI business and growth in our Chubb Agribusiness. Growth in our MPCI premium was driven primarily by higher retention as a result of the premium sharing formulas under the U.S. government, as well as the non-renewal of a quota-share treaty effective with the current crop year and an increase in current year production. Under the MPCI premium sharing formula under the U.S. government, we cede additional premiums to the government during profitable years. In 2018, the program was more profitable which resulted in higher cessions compared to 2019. |

| • | Net premiums written in our Overseas General Insurance segment increased $360 million (4.0 percent) in 2019, or $722 million (8.4 percent) on a constant-dollar basis, reflecting growth across all regions and most lines of business. P&C lines growth was across all regions and was principally due to positive rate increases and new business in property, casualty, and financial lines. Personal lines growth was driven by new business principally in Latin America and Europe. Accident and health (A&H) lines growth was principally in Asia and Latin America driven by new business. |

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

| • | Net premiums written in our Global Reinsurance segment decreased $22 million (3.2 percent) in 2019, or $12 million (1.7 percent) on a constant-dollar basis, as an increase in new business written in property and marine lines was more than offset by an increase in ceded retrocessions, reductions in the international motor line, and higher reinstatement premiums collected in the prior year. |

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

| Commercial casualty | $ | 5,654 | | | $ | 5,204 | | | $ | 4,721 | | | $ | 5,154 | | | 9.7 | % |

| Workers' compensation | 2,098 | | | | 2,094 | | | | 2,067 | | | | 2,094 | | | | 0.1 | % |

| Personal automobile | 1,786 | | | | 1,695 | | | | 1,563 | | | | 1,685 | | | | 6.0 | % |

| Life | 1,149 | | | | 1,074 | | | | 1,021 | | | | 1,059 | | | | 8.5 | % |

On January 14, 2016, we acquired The Chubb Corporation (Chubb Corp) which impacted all segments excluding North America Agricultural Insurance.

The consolidated financial statements include results of acquired businesses from the acquisition dates.

| • | Net income was $3,962 million compared with $3,861 million in 2017, which included a tax benefit of $25 million and $450 million, respectively, related to the 2017 U.S. Tax Cuts and Jobs Act. |

| • | Total company and P&C net premiums written were $30.6 billion and $28.3 billion, respectively, up 4.6 percent and 4.4 percent, respectively. |

We completed 2018 with net income per share of $8.49, up 3.7 percent from 2017, and strong net premiums written of $30.6 billion, up 4.6 percent.

We are optimistic about the year ahead.

We have good momentum as we execute on business initiatives across the globe and take advantage of an improving pricing and underwriting environment.

| Captives | | 2,590 | | | | 383 | | | | 16 | | |

| Total | | $ | 16,316 | | | $ | 12,374 | | | $ | 323 | |

reinsurance contracts, we invest in derivative hedge instruments.

| 2019 | 3 | % |

We discuss financial measures on a "comparative basis" for 2016 throughout the Management's Discussion and Analysis section, which exclude the impact of the unearned premium reserves intangible amortization and the elimination of the historical policy acquisition costs as a result of purchase accounting related to the Chubb Corp acquisition.

The combined company (combined legacy ACE and legacy Chubb) results for the year ended December 31, 2016 are inclusive of the first 14 days of January 2016 (the Chubb Corp acquisition was completed on January 14, 2016).

We believe these measures provide visibility into our results, allow for comparability to our historical results and are consistent with how management evaluates results.

A reconciliation of "comparative basis" results as defined above is provided under the Non-GAAP Reconciliation section starting on page 73.

The increase is also due to the timing of the Chubb Corp acquisition in the prior year, which excluded approximately $855 million of production generated prior to the Chubb Corp acquisition close on January 14, 2016 (14-day stub period).

On a comparative basis, which includes the 14-day stub period, net premiums written increased $244 million.

This increase in premiums was partially offset by merger-related actions of $582 million.

Merger-related actions include the cancellation of certain portfolios or lines of business that do not meet our underwriting standards and the purchase of additional reinsurance due to the acquisition of Chubb Corp.

| • | Net premiums written in our North America Commercial P&C Insurance segment increased $279 million in 2017. On a comparative basis, which includes the 14-day stub period ($519 million), net premiums written decreased $240 million driven by merger-related actions ($278 million). Excluding these items, net premiums written increased $38 million (0.3 percent) as growth, primarily in our risk management and casualty business was offset by declines in property and select components of our financial lines businesses due to competitive market conditions. |

| • | Net premiums written in our North America Personal P&C Insurance segment increased $380 million in 2017. On a comparative basis, which includes the 14-day stub period ($100 million), net premiums written increased $280 million reflecting both growth across most lines as well as the non-renewal of a quota share treaty in 2017 covering the acquired Fireman's Fund homeowners and automobile businesses ($189 million). In addition, the prior year included a non-recurring unearned premium reserves (UPR) transfer ($128 million) related to the July 1, 2016 purchase of reinsurance for our homeowners and large limit valuable articles business written in the northeast United States which decreased net premiums written in the prior year. This reinsurance impacted 2017 growth ($126 million) as we had a full year of coverage in 2017 but only a partial year of coverage in 2016. |

| • | Net premiums written in our North America Agricultural Insurance segment increased $188 million in 2017, primarily due to an increase in MPCI production and growth in our Agriculture P&C products. The increase in MPCI premium was driven in part by higher policy count and the year-over-year impact of our update to the MPCI margin estimate which resulted in a smaller cession to the U.S. government in 2016. Under the government's crop insurance profit and loss calculation formulas, we retained more premiums in 2017 as losses were higher compared to 2016. |

| • | Net premiums written in our Overseas General Insurance segment increased $226 million in 2017, or $229 million (2.8 percent) on a constant-dollar basis. Excluding the favorable impact of the 14-day stub period ($215 million), unfavorable impact of merger-related accounting policy adjustments in 2016 to align the timing of premium recognition ($126 million) |

and merger-related actions ($131 million), net premiums written increased $271 million on a constant-dollar basis, driven by growth in personal lines business, primarily from new automobile business written in Latin America, as well as growth across most property and casualty (P&C) lines, primarily in Asia and Latin America.

| • | Net premiums written in our Global Reinsurance segment increased $9 million in 2017, or $14 million (2.2 percent) on a constant-dollar basis, primarily due to a $30 million increase in catastrophe reinstatement premiums and the favorable impact of the 14-day stub period ($20 million). These increases were negatively impacted by merger-related actions of $10 million, declining rates and increasing competition. |

| Commercial casualty | $ | 5,156 | | | $ | 4,721 | | | $ | 4,462 | | | $ | 4,749 | | | 8.6 | % |

| Workers' compensation | 2,150 | | | | 2,067 | | | | 2,006 | | | | 2,067 | | | | 4.0 | % |

| Personal automobile - North America | 831 | | | | 775 | | | | 698 | | | | 777 | | | | 7.0 | % |

| Personal automobile - International | 864 | | | | 788 | | | | 674 | | | | 786 | | | | 9.9 | % |

| Life | 1,074 | | | | 1,021 | | | | 1,071 | | | | 1,025 | | | | 4.9 | % |

The increase in net premiums written in 2018 reflects growth across most lines of business from positive rate increases, new business and strong renewals, partially offset by planned merger-related underwriting actions related to the Chubb Corp acquisition of $138 million.

The year-over-year increase in large structured transactions written contributed $195 million to the increase in commercial casualty business in 2018.

The increase in commercial casualty was partially offset by planned merger-related underwriting actions.

On a constant dollar basis, professional liability was adversely impacted by planned portfolio management.

The growth in workers' compensation was partially offset by planned merger-related underwriting actions.

Property and other short-tail lines grew internationally due to new business and strong renewals.

Our personal lines net premiums written increased due to new

business in our automobile line in Mexico, new business growth in homeowners and complementary products, and the non-renewal of a quota share treaty in 2017, partially offset by the addition of California to the homeowners quota share treaty effective October 1, 2018.

Approximately $391 million of premiums earned in the 14-day stub period were excluded from 2016.

On a comparative constant-dollar basis, which includes the 14-day stub period, net premiums earned decreased $159 million as growth was more than offset by merger-related actions.

[removed: Market] [added: Market] Sensitive Instruments and Risk [removed: Management][added: Management]

At December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] our notional exposure to derivative instruments was [removed: $9.1] [added: $4.9] billion and [removed: $4.8] [added: $9.1] billion, respectively.

The following is a discussion of our primary market risk exposures at December 31, [removed: 2018.][added: 2019.]

Our policies to address these risks in [removed: 2018] [added: 2019] were not materially different from [removed: 2017.][added: 2018.]

[removed: Interest] [added: Interest] rate risk – fixed income portfolio and debt [removed: obligations][added: obligations]

The following table presents the impact at December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] on the fair value of our fixed income portfolio of a hypothetical increase in interest rates of 100 bps applied instantly across the U.S. yield curve (an immediate time horizon was used as this presents the worst case scenario):

| (in billions of U.S. dollars, except for percentages) | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | |

| Fair value of fixed income portfolio | | [removed: $] [added: $] | [removed: 94.7] [added: 102.8] | | | $ | [removed: 97.0] [added: 94.7] | |

| | Decrease in dollars | [removed: $] [added: $] | [removed: 3.5] [added: 3.9] | | | $ | [removed: 4.1] [added: 3.5] | |

| | As a percentage of total fixed income portfolio at fair value | [removed: 3.7] [added: 3.8] | | [removed: %] [added: %] | | [removed: 4.2] [added: 3.7] | | % |

The following table presents the impact at December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] on the fair value of our debt obligations of a hypothetical decrease in interest rates of 100 bps applied instantly across the U.S. yield curve (an immediate time horizon was used as this presents the worst case scenario):

| (in millions of U.S. dollars, except for percentages) | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | |

| Fair value of debt obligations, including repurchase agreements | | [removed: $] [added: $] | [removed: 14,524] [added: 18,238] | | | $ | [removed: 15,221] [added: 14,524] | |

| | Increase in dollars | [removed: $] [added: $] | [removed: 1,201] [added: 1,570] | | | $ | [removed: 1,144] [added: 1,201] | |

| | As a percentage of total debt obligations at fair value | [removed: 8.3] [added: 8.6] | | [removed: %] [added: %] | | [removed: 7.5] [added: 8.3] | | % |

[removed: Foreign] [added: Foreign] currency [removed: management][added: management]

The following table summarizes the net assets in non-U.S. currencies at December 31, [removed: 2018] [added: 2019] and [removed: 2017:][added: 2018:]

| | | | | | | [removed: 2018] [added: 2019] | | | | | | | [removed: 2017] [added: 2018] | | | [removed: 2018] [added: 2019] vs. [removed: 2017] [added: 2018] % change in exchange rate per USD | |

| (in millions of U.S. dollars, except for percentages) | | [removed: Value of Net Assets] [added: Value of Net Assets] | | | | [removed: Exchange rate per USD] [added: Exchange rate per USD] | | | Value of Net Assets | | | | Exchange rate per USD | | | | |

| Canadian dollar (CAD) | | [removed: $] [added: $] | [removed: 2,114] [added: 2,220] | | | [removed: 0.7333] [added: 0.7698] | | | $ | [removed: 2,289] [added: 2,114] | | | [removed: 0.7955] [added: 0.7333] | | | [removed: (7.8] [added: 5.0] | [removed: )%] [added: %] |

| British pound sterling (GBP) | | [removed: 1,901] [added: 2,024] | | | | [removed: 1.2754] [added: 1.3257] | | | [removed: 2,696] [added: 1,901] | | | | [removed: 1.3513] [added: 1.2754] | | | [removed: (5.6] [added: 3.9] | [removed: )%] [added: %] |

| Euro (EUR) | | [removed: 1,896] [added: 1,675] | | | | [removed: 1.1467] [added: 1.1213] | | | [removed: 1,846] [added: 1,896] | | | | [removed: 1.2005] [added: 1.1467] | | | [removed: (4.5] [added: (2.2] | )% |

| Australian dollar (AUD) | | [removed: 1,149] [added: 1,100] | | | | [removed: 0.7049] [added: 0.7021] | | | [removed: 1,283] [added: 1,149] | | | | [removed: 0.7809] [added: 0.7049] | | | [removed: (9.7] [added: (0.4] | )% |

| Brazilian real (BRL) | | [removed: 938] [added: 990] | | | | [removed: 0.2577] [added: 0.2485] | | | [removed: 1,524] [added: 938] | | | | [removed: 0.3019] [added: 0.2577] | | | [removed: (14.6] [added: (3.6] | )% |

| Mexican peso (MXN) | | [removed: 729] [added: 942] | | | | [removed: 0.0509] [added: 0.0528] | | | [removed: 815] [added: 729] | | | | 0.0509 | | | [removed: —] [added: 3.7] | [added: %] |

| Korean won (KRW) (x100) | | [removed: 726] [added: 788] | | | | [removed: 0.0900] [added: 0.0865] | | | [removed: 674] [added: 726] | | | | [removed: 0.0937] [added: 0.0900] | | | (3.9 | )% |

| Thai baht (THB) | | [removed: 459] [added: 606] | | | | [removed: 0.0309] [added: 0.0337] | | | [removed: 513] [added: 459] | | | | [removed: 0.0307] [added: 0.0309] | | | [removed: 0.7] [added: 9.1] | % |

| Hong Kong dollar (HKD) | | [removed: 362] [added: 653] | | | | [removed: 0.1277] [added: 0.1284] | | | [removed: 400] [added: 362] | | | | [removed: 0.1280] [added: 0.1277] | | | [removed: (0.2] [added: 0.5] | [removed: )%] [added: %] |

| Euro denominated debt (1) | | [removed: (2,016] [added: (4,804] | | [removed: )] [added: )] | | [removed: 1.1467] [added: 1.1213] | | | [added: (2,016] | | [added: )] | | [added: 1.1467] | | | [added: (2.2] | [added: )%] |

| Other foreign currencies | | [removed: 1,791] [added: 2,474] | | | | [removed: various] [added: various] | | | [removed: 1,644] [added: 2,106] | | | | various | | | NM | |

| Value of net assets denominated in foreign currencies (2) | | [removed: $] [added: $] | [removed: 10,392] [added: 9,157] | | | | | | $ | [removed: 14,149] [added: 10,392] | | | | | | | |

| As a percentage of total net assets | | [removed: 20.7] [added: 16.6] | | [removed: %] [added: %] | | | | | [removed: 27.7] [added: 20.7] | | % | | | | | | |

| Pre-tax decrease to Shareholders' equity of a hypothetical 10 percent strengthening of the U.S. dollar | | [removed: $] [added: $] | [removed: 945] [added: 832] | | | | | | $ | [removed: 1,285] [added: 945] | | | | | | | |

| (1) | Refer to Note [removed: 8] [added: 9] to the Consolidated Financial Statements for additional information. |

| (2) | At December 31, [removed: 2018,] [added: 2019,] net assets denominated in foreign currencies comprised approximately [removed: 22] [added: 6] percent tangible assets and [removed: 78] [added: 94] percent intangible assets, primarily goodwill. |

Our net assets denominated in the Argentine Peso [removed: represent] [added: represented] less than 0.1 percent of consolidated shareholders’ equity.

[removed: Reinsurance] [added: Reinsurance] of GMDB and GLB [removed: guarantees][added: guarantees]

The tables below are estimates of the sensitivities to instantaneous changes in economic inputs (e.g., equity shock, interest rate shock, etc.) or actuarial assumptions at December 31, [removed: 2018] [added: 2019] of the FVL and of the fair value of specific derivative instruments held (hedge value) to partially offset the risk in the variable annuity guarantee reinsurance portfolio.

| • | No changes to the benefit ratio used to establish benefit reserves at December 31, [removed: 2018.] [added: 2019.] |

| • | Our liabilities are also sensitive to global interest rates at various points on the yield curve, mainly the U.S. Treasury curve in the following proportions: [removed: up to 10] [added: 5 percent—15] percent short-term rates (maturing in less than 5 years), 25 percent—35 percent medium-term rates (maturing between 5 years and 10 years, inclusive), and 55 percent—65 percent long-term rates (maturing beyond 10 years). |

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

| Chilean peso (CLP) (x100) | | 489 | | | | 0.1328 | | | 28 | | | | 0.1441 | | | (7.8 | )% |

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

| • | The hedge sensitivity is from December 31, 2019 market levels and only applicable to the equity and interest rate sensitivities table below. |

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

| Sensitivities to equity and interest rate movements | | | | | | | | | | | | | | | | | | | | | | | | |

| +100 bps | (Increase)/decrease in Gross FVL | $ | 343 | | | $ | 207 | | | $ | 49 | | | $ | (138 | ) | | $ | (357 | ) | | $ | (604 | ) |

| | Increase/(decrease) in net income | $ | 280 | | | $ | 207 | | | $ | 112 | | | $ | (13 | ) | | $ | (169 | ) | | $ | (354 | ) |

| Flat | (Increase)/decrease in Gross FVL | $ | 156 | | | $ | — | | | $ | (182 | ) | | $ | (394 | ) | | $ | (636 | ) | | $ | (904 | ) |

| | Increase/(decrease) in net income | $ | 93 | | | $ | — | | | $ | (119 | ) | | $ | (269 | ) | | $ | (448 | ) | | $ | (654 | ) |

| \-100 bps | (Increase)/decrease in Gross FVL | $ | (74 | ) | | $ | (249 | ) | | $ | (451 | ) | | $ | (681 | ) | | $ | (936 | ) | | $ | (1,215 | ) |

| | Increase/(decrease) in net income | $ | (137 | ) | | $ | (249 | ) | | $ | (388 | ) | | $ | (556 | ) | | $ | (748 | ) | | $ | (965 | ) |

| Increase/(decrease) in net income | | | | | | | | | | $ | (498 | ) | | $ | (264 | ) | | $ | 298 | | | $ | 585 | |

| GMDB net amount at risk | $ | 271 | | | $ | 256 | | | $ | 442 | | | $ | 797 | | | $ | 817 | | | $ | 696 | |

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

| GLB net amount at risk | $ | 724 | | | $ | 1,095 | | | $ | 1,738 | | | $ | 2,516 | | | $ | 3,021 | | | $ | 3,387 | |

| GLB net amount at risk | 305 | | | | 415 | | | | 560 | | | | 723 | | | | 888 | | | | 985 | | |

| Japanese yen (JPY) | | 343 | | | | 0.0091 | | | 465 | | | | 0.0089 | | | 2.2 | % |

| • | The hedge sensitivity is from December 31, 2018 market levels. |

| +100 bps | (Increase)/decrease in Gross FVL | $ | 326 | | | $ | 196 | | | $ | 47 | | | $ | (124 | ) | | $ | (317 | ) | | $ | (527 | ) |

| \-100 bps | (Increase)/decrease in Gross FVL | $ | (77 | ) | | $ | (245 | ) | | $ | (435 | ) | | $ | (646 | ) | | $ | (873 | ) | | $ | (1,105 | ) |

| (Increase)/decrease in Gross FVL | | | | | | | | | | $ | (498 | ) | | $ | (264 | ) | | $ | 300 | | | $ | 548 | |

| GMDB net amount at risk | $ | 275 | | | $ | 408 | | | $ | 772 | | | $ | 923 | | | $ | 868 | | | $ | 736 | |

| GLB net amount at risk | $ | 794 | | | $ | 1,233 | | | $ | 1,952 | | | $ | 2,672 | | | $ | 3,083 | | | $ | 3,388 | |

| GLB net amount at risk | 381 | | | | 517 | | | | 689 | | | | 878 | | | | 1,069 | | | | 1,195 | | |

[removed: General][added: General]

At December 31, [removed: 2018,] [added: 2019,] we had total assets of [removed: $168] [added: $177] billion and shareholders’ equity of [removed: $50] [added: $55] billion.

We have grown our business through increased premium volume, expansion of product offerings and geographic reach, and the acquisition of other [removed: companies, including The Chubb Corporation (Chubb Corp),] [added: companies] to become a global property and casualty (P&C) leader.

At December 31, [removed: 2018,] [added: 2019,] we employed approximately [removed: 32,700] [added: 33,000] people.

Also available through our website (under Investor Relations / Corporate Governance) are our Corporate Governance Guidelines, Code of Conduct, and Charters for the Committees of [removed: our] [added: the] Board of Directors (the Board).

[removed: Customers][added: Customers]

An insurance broker acts as an agent for the insureds, offering advice on the types and amount of insurance to [removed: purchase] [added: purchase,] and [removed: also assisting] [added: assists] in the negotiation of price and terms and conditions.

[removed: Competition][added: Competition]

[removed: Trademarks] [added: Trademarks] and Trade [removed: Names][added: Names]

[removed: Segment Information][added: Segment Information]

Additional financial information about our segments, including net premiums earned by geographic region, is included in [added: Note 15 to the Consolidated Financial Statements.]

[removed: North] [added: North] America Commercial P&C Insurance [removed: (42 percent of 2018 Consolidated NPE)][added: (41 percent of 2019 Consolidated NPE)]

[removed: Overview][added: Overview]

| • | Major Accounts, [removed: a] [added: the] retail division focused on large institutional organizations and corporate companies |

[removed: Products] [added: Products] and [removed: Distribution][added: Distribution]

Products and services offered include property, professional liability, cyber risk, excess casualty, [added: workers’ compensation, general liability, automobile liability,] commercial marine, surety, environmental, construction, medical risk, inland marine, A&H coverages, as well as claims and risk management products and services.

The Major Accounts operations, which represented approximately 40 percent of North America Commercial P&C Insurance’s net premiums earned in [removed: 2018,] [added: 2019,] are organized into the following distinct business units, each offering specialized products and services targeted at specific markets:

| • | Chubb Global Casualty offers a range of customized risk management primary casualty products designed to help large insureds, including national accounts, address the significant costs of financing and managing risk for workers’ compensation, general liability and automobile liability [removed: coverages.] [added: coverages as well as offering casualty insurance solutions for commercial real estate.] Chubb Global Casualty also provides products which insure specific global operating risks of U.S.-based multinational companies and include deductible programs, captive programs, and paid or incurred loss retrospective plans. Within Chubb Global Casualty, Chubb Alternative Risk Solutions Group underwrites contractual indemnification policies which provides prospective coverage for loss events within the insured’s policy retention [removed: levels,] [added: levels] and underwrites assumed loss portfolio transfer (LPT) contracts in which insured loss events have occurred prior to the inception of the contract. |

The Commercial Insurance operations, which include Small Commercial, represented approximately 40 percent of North America Commercial P&C Insurance’s net premiums earned in [removed: 2018.][added: 2019.]

Commercial Insurance provides a broad range of P&C, [removed: professional] [added: financial] lines, and A&H products targeted to U.S and Canadian-based middle market customers in a variety of [removed: industries][added: industries, while the Small Commercial operations provide a broad range of property and casualty, workers' compensation, small commercial management and professional liability for small businesses based in the U.S.]

| • | Commercial Insurance products and services offered include traditional property and casualty lines of business, including Package, which combines property and general liability, workers' compensation, automobile, umbrella; financial lines of business, including professional liability, management liability and cyber risk coverage; and other lines including environmental, A&H, and international coverages. Commercial Insurance distributes its insurance products through a North American network of independent retail agents, [removed: regional brokers,] and [added: regional,] multinational and digital brokers. Generally, our customers purchase insurance through a single retail agent or broker, do not employ a risk management department, and do not retain significant risk through self-insured retentions. The majority of our customers purchase a Package product or a [removed: Portfolio product,] [added: portfolio of products,] which is a collection of insurance offerings designed to cover various needs. |

| • | Small Commercial Insurance products and services offered include property and casualty lines of business, including a business owner policy which contains property and general liability; financial lines, including professional liability, management liability, cyber risk; and other lines including workers’ compensation, automobile liability, and international coverages. Products are generally offered through a North American network of independent agents and brokers, as well as eTraditional, which are digital platforms where we electronically quote, bind, and issue for agents and brokers. An example of this is [removed: our North America Small Commercial] [added: the Chubb] Marketplace. |

Wholesale and Specialty, which represented approximately 20 percent of North America Commercial P&C Insurance’s net premiums earned in [removed: 2018,] [added: 2019,] comprises Westchester and Chubb Bermuda.

| • | Westchester serves the market for business risks that tend to be hard to place or not easily covered by traditional policies due to unique or complex [removed: exposures. Products offered include wholesale excess] [added: exposures] and [removed: surplus lines] [added: provides specialty products for] property, casualty, environmental, professional liability, inland marine, [removed: and] product [removed: recall] [added: recall, small business, binding and program] coverages in the U.S., Canada, and Bermuda. [added: Products are offered through the wholesale distribution channel.] |

| • | Chubb Bermuda provides commercial insurance products on an excess basis including excess liability, D&O, professional liability, property, and political risk, the latter being written by Sovereign Risk Insurance Ltd., a wholly-owned managing agent. Chubb Bermuda focuses on Fortune 1000 companies and targets risks that are generally low in frequency and high in severity. [removed: Chubb Bermuda offers its products] [added: Products are offered] primarily through the Bermuda offices of major, internationally recognized insurance brokers. |

[removed: Competitive Environment][added: Competitive Environment]

Major Accounts competes against a number of large, [removed: national] [added: global] carriers as well as regional competitors and other entities offering risk alternatives such as self-insured retentions and captive programs.

The Commercial Insurance [removed: and Small Commercial Insurance] operations compete against numerous insurance companies ranging from large national carriers to small and mid-size insurers who provide specialty coverages and standard P&C products.

[removed: North] [added: North] America Personal P&C Insurance [removed: (15 percent of 2018 Consolidated NPE)][added: (15 percent of 2019 Consolidated NPE)]

[removed: Overview][added: Overview]

Our homeowners business, including valuable articles, represented 68 percent of North America Personal P&C Insurance’s net premiums earned in [removed: 2018.][added: 2019.]

[removed: Products] [added: Products] and [removed: Distribution][added: Distribution]

[removed: Competitive Environment][added: Competitive Environment]

[removed: North] [added: North] America Agricultural Insurance [removed: (5 percent of 2018 Consolidated NPE)][added: (6 percent of 2019 Consolidated NPE)]

[removed: Overview][added: Overview]

[removed: Products] [added: Products] and [removed: Distribution][added: Distribution]

[removed: Competitive Environment][added: Competitive Environment]

[removed: Overseas] [added: Overseas] General Insurance [removed: (29 percent of 2018 Consolidated NPE)][added: (28 percent of 2019 Consolidated NPE)]

[removed: Overview][added: Overview]

Syndicate 2488 has an underwriting capacity of [removed: £405] [added: £480] million for the Lloyd’s [removed: 2019] [added: 2020] account year.

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

In 2019, consolidated net premiums earned was $31,290 million.

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

Asia Pacific also utilizes similar eTraditional platforms to quote, bind,

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

and issue policies.

Chubb International’s presence in China also includes its 30.9 percent ownership interest in Huatai Insurance Group Company Limited (Huatai Group).

Huatai Group wholly owns Huatai Property & Casualty Insurance Co., Ltd. (Huatai P&C).

Therefore, Chubb owns an approximately 30.9 percent indirect ownership interest in Huatai P&C, which provides a range of commercial and personal P&C products in China, including property, professional liability, product liability, employer liability, business interruption, marine cargo, personal accident and specialty risk.

These products are marketed through a variety of distribution channels including over 200 licensed sales locations in 28 Chinese provinces.

Chubb is in the process of increasing its ownership interest in Huatai Group.

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

As of December 31, 2019, Chubb had a 45 percent direct and indirect ownership interest in Huatai Life Insurance Co., Ltd. (Huatai Life), comprising a 20 percent direct ownership interest as well as a 25 percent indirect ownership interest through Huatai Group, the parent company of Huatai Life.

Huatai Life offers a broad portfolio of insurance products including whole life, universal life, medical and health, personal accident and disability.

Chubb is in the process of increasing its ownership interest in Huatai Group.

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

The next in-person College is scheduled for September 2020 in Philadelphia, Pennsylvania.

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

applicable to Chubb's U.S. operations and businesses.

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

to meet its required solvency margins.

In 2018, the EU’s General Data Protection Regulation (GDPR) came into effect.

The GDPR is a privacy regulation with protection for the personal data of EU residents on a global basis.

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

Information about our Executive Officers

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

Mr. Ortega previously served as Senior Vice President, Chubb Group and Regional President of Latin America since 2016 and Regional President of Asia Pacific from 2013 to 2016.

Mr. Ortega's previous roles at Chubb also include Senior Vice President, Accident & Health, for the Asia Pacific region from 2011 to 2013 and Senior Vice President and Regional Head of Accident & Health for the Latin America region from 2008 to 2010.

Mr. Ortega joined Chubb in 1999 and advanced through a series of accident and health and credit insurance management positions in Miami, Puerto Rico and Mexico, before being named Country President of Chile in 2005.

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

The following table presents net premiums earned (NPE) by segment:

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| Years Ended December 31 (in millions of U.S. dollars, except for percentages) | 2018 Net Premiums Earned | | | | % of Total | | | 2017 Net Premiums Earned | | | | % of Total | | | 2016 Net Premiums Earned | | | | % of Total | |

| North America Commercial P&C Insurance | $ | 12,402 | | | 42 | % | | $ | 12,191 | | | 42 | % | | $ | 12,217 | | | 43 | % |

| North America Personal P&C Insurance | 4,593 | | | | 15 | % | | 4,399 | | | | 15 | % | | 4,319 | | | | 15 | % |

| North America Agricultural Insurance | 1,569 | | | | 5 | % | | 1,508 | | | | 6 | % | | 1,316 | | | | 5 | % |

| Overseas General Insurance | 8,612 | | | | 29 | % | | 8,131 | | | | 28 | % | | 8,132 | | | | 28 | % |

| Global Reinsurance | 670 | | | | 2 | % | | 704 | | | | 2 | % | | 710 | | | | 2 | % |

| Life Insurance | 2,218 | | | | 7 | % | | 2,101 | | | | 7 | % | | 2,055 | | | | 7 | % |

| Total | $ | 30,064 | | | 100 | % | | $ | 29,034 | | | 100 | % | | $ | 28,749 | | | 100 | % |

The results of operations of Chubb Corp are included from the acquisition date forward (i.e., after January 14, 2016).

Note 14 to the Consolidated Financial Statements.

with annual revenues generally greater than $30 million, while the Small Commercial operations provide a broad range of property and casualty, workers' compensation, small commercial management and professional liability for small businesses based in the U.S., targeted to customers with annual revenues up to $30 million.

This leadership position allows CGM to set the policy terms and conditions of many of the policies written.

Examples include proportional property where the reinsurer shares a proportional part of the premiums and losses of the ceding company, together with casualty (catastrophe workers' compensation) and specialty lines (assumed retrocessional catastrophe business and terrorism).

Global

Insurance, North America Personal P&C Insurance, and Overseas General Insurance segments, all of which have credit management units evaluating the captive's credit quality and that of their parent company.

In July 2017, the College convened its first interim College teleconference and the next such interim College teleconference is tentatively scheduled for July 2019.

the terms of an order issued by the Insurance Commissioner of Pennsylvania.

Effective January 1, 2016, Bermuda implemented a new solvency and risk management regime which has been deemed equivalent to the European Union's (EU) Solvency II regime.

The Bermuda domiciled subsidiaries submitted their first annual filings under the EBS framework in April 2017.

The BSCR framework

Paris is the principal

office for our Continental European operations.

We have a significant investment there in both financial and human resources, as well as a large portfolio of commercial and consumer insurance business throughout France.

The EU’s General Data Protection Regulation (GDPR) came into effect on May 25, 2018, and requires businesses operating in the EU or foreign business offering goods and services to or monitoring the behavior of customers in the EU, to comply with onerous accountability obligations and significantly enhanced conditions to processing personal data.

For example, the GDPR has more rigorous rules for obtaining consent on the use of personal data and more stringent guidelines to demonstrate compliance.

The GDPR also has specific requirements regarding the transfer of data out of the EU, including only transfers to countries deemed to have adequate data protection laws.

The EU’s executive body, the European Commission, implemented new capital adequacy and risk management regulations for the European insurance industry, known as Solvency II, which aims to establish a revised set of EU-wide capital requirements and risk management standards that replaced the Solvency I requirements.

The Solvency II requirements were effective January 1, 2016 for our European operations.

Our capital management strategies, results of operations, and financial condition were not materially affected by the Solvency II requirements.

reports to our Chief Risk Officer.

EXECUTIVE OFFICERS OF THE REGISTRANT

Juan C.

Mr. Andrade joined Chubb in December 2010 to lead the global personal lines and small commercial property & casualty insurance businesses.

In January 2013, he became the Chief Operating Officer for Overseas General Insurance.

Prior to joining Chubb, Mr. Andrade was President and Chief Operating Officer of property & casualty operations for The Hartford Financial Services Group.

He joined The Hartford in 2006 as head of the property & casualty claims organization.

The information required with respect to Item 3 is included in Note [removed: 9] [added: 10] h) to the Consolidated Financial Statements, which is hereby incorporated herein by reference.

[removed: UNITED] [added: UNITED] STATES SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: FORM 10-K][added: FORM 10-K]

[removed: þ] [added: | ☑ |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [added: |]

For the fiscal year ended December 31, [removed: 2018][added: 2019]

[removed: ¨] [added: | ☐ |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [added: |]

Commission File No. 1-11778 [added: CHUBB LIMITED]

[removed: CHUBB] [added: CHUBB] LIMITED [added: INDEX TO 10-K]

| [removed: Switzerland] [added: Switzerland] | | [removed: 98-0091805] [added: 98-0091805] |

[removed: Baerengasse 32][added: Baerengasse 32]

| [removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:] [added: Act:] | | | [added: |]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Name] [added: Trading Symbol(s) | Name] of each [removed: exchange on] [added: exchange on] which [removed: registered] [added: registered] |

| Common Shares, par value CHF 24.15 per share | | [added: CB |] New York Stock Exchange |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

[removed: YES þ NO ¨][added: Yes ☑ No ☐]

[removed: YES ¨ NO þ][added: Yes ☐ No ☑]

[removed: YES þ NO ¨][added: Yes ☑ No ☐]

[removed: YES þ NO ¨][added: Yes ☑ No ☐]

| Large accelerated filer [removed: þ] | [removed: | |] [added: ☑] | | | Accelerated filer [removed: ¨] | [added: ☐ |]

| Non-accelerated filer [removed: ¨] | [removed: | |] [added: ☐] | | | Smaller reporting company [removed: ¨] | [added: ☐ |]

| | | | | [removed: | |] Emerging growth company [removed: ¨] | [added: ☐ |]

[removed: YES ¨ NO þ][added: Yes ☐ No ☑]

The aggregate market value of voting stock held by non-affiliates as of June [removed: 29, 2018] [added: 28, 2019] (the last business day of the registrant's most recently completed second fiscal quarter), was approximately [removed: $59] [added: $67] billion.

As of February [removed: 14, 2019] [added: 13, 2020] there were [removed: 458,380,937] [added: 451,907,796] Common Shares par value CHF 24.15 of the registrant outstanding.

| [removed: Documents] [added: Documents] Incorporated by [removed: Reference] [added: Reference] | | | | |

Certain portions of the registrant's definitive proxy statement relating to its [removed: 2019] [added: 2020] Annual General Meeting of Shareholders are incorporated by reference into Part III of this report.

| [removed: PART I] [added: PART I] | | | Page |

| ITEM 1. | [removed: [Business](#s5570FB05D0354C1645573B10CAF70588)] [added: [Business](#sF8A991A62A2D56D48472D88F444776AF)] | | [removed: [2](#s5570FB05D0354C1645573B10CAF70588)] [added: [2](#sF8A991A62A2D56D48472D88F444776AF)] |

| ITEM 1A. | [removed: [Risk Factors](#s9B51D6457A442FFDB1F53B10CE60815D)] [added: [Risk Factors](#s4677ED6772BF502DA2A479CE44654117)] | | [removed: [19](#s9B51D6457A442FFDB1F53B10CE60815D)] [added: [19](#s4677ED6772BF502DA2A479CE44654117)] |

| ITEM 1B. | [removed: [Unresolved] [added: [Unresolved] Staff [removed: Comments](#sB1ACE6CE6B704EF08AF03B10CE9E68B0)] [added: Comments](#s0080B8ECB523591991CF9E39313C3E85)] | | [removed: [32](#sB1ACE6CE6B704EF08AF03B10CE9E68B0)] [added: [31](#s0080B8ECB523591991CF9E39313C3E85)] |

| ITEM 2. | [removed: [Properties](#s660C7A80632D9AA2774C3B10CEB4A94F)] [added: [Properties](#sE639F784DD37550995972B3DC4A5EB5A)] | | [removed: [32](#s660C7A80632D9AA2774C3B10CEB4A94F)] [added: [31](#sE639F784DD37550995972B3DC4A5EB5A)] |

| ITEM 3. | [removed: [Legal Proceedings](#sDB4658C4A1112C9D31613B10CEE59B69)] [added: [Legal Proceedings](#sDEA476274EC4597F9FBF37FFBC5018BA)] | | [removed: [32](#sDB4658C4A1112C9D31613B10CEE59B69)] [added: [31](#sDEA476274EC4597F9FBF37FFBC5018BA)] |

| ITEM 4. | [removed: [Mine] [added: [Mine] Safety [removed: Disclosure](#s621C85A629A0F78A85143B10CF03495C)s] [added: Disclosures](#s22618895E34357E28DCE9BAE934A9FC6)] | | [removed: [32](#s621C85A629A0F78A85143B10CF03495C)] [added: [31](#s22618895E34357E28DCE9BAE934A9FC6)] |

| [removed: PART II] [added: PART II] | | | |

| ITEM 5. | [removed: [Market] [added: [Market] for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sC25D36E07DD9ABBB41A23B10B794CC3F)] [added: Securities](#s8F52122605615717900A5A5C239D9545)] | | [removed: [33](#sC25D36E07DD9ABBB41A23B10B794CC3F)] [added: [32](#s8F52122605615717900A5A5C239D9545)] |

| ITEM 6. | [removed: [Selected] [added: [Selected] Financial [removed: Data](#s6F4F906717D51535BC273B10B2EBEABA)] [added: Data](#sE1FB30F30A225116AAFF0C8500FD1DA2)] | | [removed: [35](#s6F4F906717D51535BC273B10B2EBEABA)] [added: [34](#sE1FB30F30A225116AAFF0C8500FD1DA2)] |

| ITEM 7. | [removed: [Management’s] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s5CA47DDE87BE7DC7AF973B10CFB8814F)] [added: Operations](#sD0BD214BB4135FD9A179C278340F61D6)] | | [removed: [36](#s5CA47DDE87BE7DC7AF973B10CFB8814F)] [added: [35](#sD0BD214BB4135FD9A179C278340F61D6)] |

| ITEM 7A. | [removed: [Quantitative] [added: [Quantitative] and Qualitative Disclosures About Market [removed: Risk](#sD9A6904F11598E5C224D3B10B20F1933)] [added: Risk](#s381548ADE0FC51CFABD6C12305F9AC17)] | | [removed: [93](#sD9A6904F11598E5C224D3B10B20F1933)] [added: [90](#s381548ADE0FC51CFABD6C12305F9AC17)] |

| ITEM 8. | [removed: [Financial] [added: [Financial] Statements and Supplementary [removed: Data](#s7E6A3C6CAA68108B93123B10D9A9F020)] [added: Data](#s490B1EC4BDCE5667A5C8D13ED46D0F5E)] | | [removed: [98](#s7E6A3C6CAA68108B93123B10D9A9F020)] [added: [95](#s490B1EC4BDCE5667A5C8D13ED46D0F5E)] |

| ITEM 9. | [removed: [Changes] [added: [Changes] in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#s362991545F1D3F023AEE3B10D9BD1CAD)] [added: Disclosure](#s6EE97DCB785B59E9B7F45FCEB2B00D43)] | | [removed: [98](#s362991545F1D3F023AEE3B10D9BD1CAD)] [added: [95](#s6EE97DCB785B59E9B7F45FCEB2B00D43)] |

| ITEM 9A. | [removed: [Controls] [added: [Controls] and [removed: Procedures](#s30AF6BEA63E09ED2B1C73B10D9DA110F)] [added: Procedures](#sDBCC2F9C46845B44A4492339822C2FCF)] | | [removed: [98](#s30AF6BEA63E09ED2B1C73B10D9DA110F)] [added: [95](#sDBCC2F9C46845B44A4492339822C2FCF)] |

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| | |

| Guarantee of Chubb INA Holdings Inc. 0.30% Senior Notes due 2024 | | CB/24A | New York Stock Exchange |

| Guarantee of Chubb INA Holdings Inc. 0.875% Senior Notes due 2027 | | CB/27 | New York Stock Exchange |

| Guarantee of Chubb INA Holdings Inc. 1.55% Senior Notes due 2028 | | CB/28 | New York Stock Exchange |

| Guarantee of Chubb INA Holdings Inc. 0.875% Senior Notes due 2029 | | CB/29A | New York Stock Exchange |

| Guarantee of Chubb INA Holdings Inc. 1.40% Senior Notes due 2031 | | CB/31 | New York Stock Exchange |

| Guarantee of Chubb INA Holdings Inc. 2.50% Senior Notes due 2038 | | CB/38A | New York Stock Exchange |

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[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

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[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

10-K 1 cb-12312018x10k.htm 10-K

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| | | |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference into Part III of this Form 10-K or any amendment to this Form 10-K.

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CHUBB LIMITED INDEX TO 10-K

[removed: PART II][added: PART II]

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

[removed: Our] [added: In 2019 and 2018, our] annual dividends [removed: are] [added: were] paid by way of a distribution from capital contribution reserves (Additional paid-in capital) through the transfer of dividends from Additional paid-in capital to Retained earnings (free reserves) as approved by our [removed: shareholders in 2018 and 2017.][added: shareholders.]

Chubb Limited is a holding company whose principal sources of income are [added: dividends and] investment income [removed: and dividends] from its operating subsidiaries.

The number of record holders of Common Shares as of February [removed: 14, 2019] [added: 13, 2020] was [removed: 7,440.][added: 6,902.]

[removed: Issuer's] [added: Issuer's] Repurchases of Equity Securities for the Three Months Ended December 31, [removed: 2018][added: 2019]

| Period | | Total Number of Shares [removed: Purchased(1)] [added: Purchased (1)] | | | Average Price Paid per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced [removed: Plans(2)] [added: Plans (2)] | | | Approximate Dollar Value of Shares that May Yet be Purchased Under Publicly Announced [removed: Plans(3) |] [added: Plans (3)] | | |

| (1) | This 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 the [removed: exercising] [added: exercise] of options by employees. |

| (2) | The aggregate value of shares purchased in the three months ended December 31, [removed: 2018] [added: 2019] as part of the publicly announced plans was [removed: $318] [added: $310] million. |

| (3) | Refer to Note [removed: 10] [added: 11] to the Consolidated Financial Statements for more information on the Chubb Limited securities repurchase authorizations. In [removed: December 2017, our] [added: November 2019, the] Board authorized the repurchase of up to [removed: $1.0] [added: $1.5] billion of [removed: Chubb’s] [added: Chubb's] Common Shares from [removed: January 1, 2018] [added: November 21, 2019] through December 31, [removed: 2018. In December 2018, our Board authorized the repurchase of up to] [added: 2020. The] $1.5 billion [removed: of Chubb’s Common Shares from] December [removed: 1,] 2018 [added: Board authorization remained effective] through December 31, [removed: 2019. This authorization replaced the previous authorization made by the Board that] [added: 2019, and] was [removed: fully utilized.] [added: used in advance of the $1.5 billion share repurchase authorized in November 2019.] For the period January 1, [removed: 2019] [added: 2020] through February [removed: 27, 2019,] [added: 26, 2020,] we repurchased [removed: 1,328,754] [added: 947,400] Common Shares for a total of [removed: $174] [added: $151] million in a series of open market transactions. As of February [removed: 27, 2019,] [added: 26, 2020,] $1.30 billion in share repurchase authorization remained through December 31, [removed: 2019.] [added: 2020.] |

[removed: Performance Graph][added: Performance Graph]

Set forth below is a line graph comparing the dollar change in the cumulative total shareholder return on Chubb's Common Shares from December 31, [removed: 2013,] [added: 2014,] through December 31, [removed: 2018,] [added: 2019,] as compared to the cumulative total return of the Standard & Poor's 500 Stock Index and the cumulative total return of the Standard & Poor's Property-Casualty Insurance Index.

The chart depicts the value on December 31, [removed: 2014,] 2015, 2016, 2017, [removed: and] 2018, [added: and 2019,] of a $100 investment made on December 31, [removed: 2013,] [added: 2014,] with all dividends reinvested.

[removed: ][added: ]

| | [removed: 12/31/2013 |] 12/31/2014 | 12/31/2015 | 12/31/2016 | 12/31/2017 | 12/31/2018 | [added: 12/31/2019 |]

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| October 1 through October 31 | | 703,138 | | | $ | 153.65 | | | 700,900 | | | $ | 151 | million |

| November 1 through November 30 | | 677,640 | | | $ | 151.41 | | | 670,000 | | | $ | 1.55 | billion |

| December 1 through December 31 | | 654,352 | | | $ | 153.84 | | | 653,500 | | | $ | 1.45 | billion |

| Total | | 2,035,130 | | | $ | 152.97 | | | 2,024,400 | | | | | |

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

| Chubb Limited | $100 | $104 | $120 | $136 | $123 | $151 |

| S&P 500 Index | $100 | $101 | $114 | $138 | $132 | $174 |

| S&P 500 P&C Index | $100 | $110 | $127 | $155 | $148 | $186 |

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

| | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | |

| October 1 through October 31 | | 853,823 | | | $ | 125.70 | | | 850,000 | | | $ | 190 | million | |

| November 1 through November 30 | | 681,561 | | | $ | 129.75 | | | 675,000 | | | $ | 102 | million | |

| December 1 through December 31 | | 1,106,982 | | | $ | 127.71 | | | 968,873 | | | $ | 1.48 | billion | (4) |

| Total | | 2,642,366 | | | $ | 127.59 | | | 2,493,873 | | | | | | |

| | |

| --- | --- |

| (4) | The $1.0 billion December 2017 Board authorization remained effective through December 31, 2018, and was fully utilized before the $1.5 billion December 1, 2018 to December 31, 2019 authorization began being utilized. |

| Chubb Limited | $100 | $114 | $119 | $138 | $156 | $141 |

| S&P 500 Index | $100 | $114 | $115 | $129 | $157 | $150 |

| S&P 500 P&C Index | $100 | $116 | $127 | $147 | $180 | $171 |

The results of operations of Chubb Corp are included in our results from the acquisition date forward (i.e., after January 14, 2016 and only in the 2016, 2017, [removed: and] 2018 [added: and 2019] columns) within the table below.

| (in [removed: millions,] [added: millions of U.S. dollars,] except per share data and ratios) | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| [removed: Operations data:] [added: Operations data:] | | | | | | | | | | | | | | | | | | | |

| Net premiums earned – excluding Life Insurance segment | [removed: $] [added: $] | [removed: 27,846] [added: 28,947] | | | $ | [removed: 26,933] [added: 27,846] | | | $ | [removed: 26,694] [added: 26,933] | | | $ | [removed: 15,266] [added: 26,694] | | | $ | [removed: 15,464] [added: 15,266] | |

| Net premiums earned – Life Insurance segment | [removed: 2,218] [added: 2,343] | | | | [removed: 2,101] [added: 2,218] | | | | [removed: 2,055] [added: 2,101] | | | | [removed: 1,947] [added: 2,055] | | | | [removed: 1,962] [added: 1,947] | | |

| Total net premiums earned | [removed: 30,064] [added: 31,290] | | | | [removed: 29,034] [added: 30,064] | | | | [removed: 28,749] [added: 29,034] | | | | [removed: 17,213] [added: 28,749] | | | | [removed: 17,426] [added: 17,213] | | |

| Net investment income | [removed: 3,305] [added: 3,426] | | | | [removed: 3,125] [added: 3,305] | | | | [removed: 2,865] [added: 3,125] | | | | [removed: 2,194] [added: 2,865] | | | | [removed: 2,252] [added: 2,194] | | |

| Losses and loss expenses | [removed: 18,067] [added: 18,730] | | | | [removed: 18,454] [added: 18,067] | | | | [removed: 16,052] [added: 18,454] | | | | [removed: 9,484] [added: 16,052] | | | | [removed: 9,649] [added: 9,484] | | |

| Policy benefits | [removed: 590] [added: 740] | | | | [removed: 676] [added: 590] | | | | [removed: 588] [added: 676] | | | | [removed: 543] [added: 588] | | | | [removed: 517] [added: 543] | | |

| Policy acquisition costs and administrative expenses | [removed: 8,798] [added: 9,183] | | | | [removed: 8,614] [added: 8,798] | | | | [removed: 8,985] [added: 8,614] | | | | [removed: 5,211] [added: 8,985] | | | | [removed: 5,320] [added: 5,211] | | |

| Net income | [removed: 3,962] [added: 4,454] | | | | [removed: 3,861] [added: 3,962] | | | | [removed: 4,135] [added: 3,861] | | | | [removed: 2,834] [added: 4,135] | | | | [removed: 2,853] [added: 2,834] | | |

| Weighted-average shares outstanding – diluted | [removed: 467] [added: 459] | | | | [removed: 471] [added: 467] | | | | [removed: 466] [added: 471] | | | | [removed: 329] [added: 466] | | | | [removed: 339] [added: 329] | | |

| Diluted earnings per share | [removed: $] [added: $] | [removed: 8.49] [added: 9.71] | | | $ | [removed: 8.19] [added: 8.49] | | | $ | [removed: 8.87] [added: 8.19] | | | $ | [removed: 8.62] [added: 8.87] | | | $ | [removed: 8.42] [added: 8.62] | |

| [removed: Balance] [added: Balance] sheet data (at end of [removed: period):] [added: period):] | | | | | | | | | | | | | | | | | | | |

| Total investments | [removed: $] [added: $] | [removed: 100,968] [added: 109,234] | | | $ | [removed: 102,444] [added: 100,968] | | | $ | [removed: 99,094] [added: 102,444] | | | $ | [removed: 66,251] [added: 99,094] | | | $ | [removed: 62,904] [added: 66,251] | |

| Total assets | [removed: 167,771] [added: 176,943] | | | | [removed: 167,022] [added: 167,771] | | | | [removed: 159,786] [added: 167,022] | | | | [removed: 102,306] [added: 159,786] | | | | [removed: 98,223] [added: 102,306] | | |

| Net unpaid losses and loss expenses | [removed: 48,271] [added: 48,509] | | | | [removed: 49,165] [added: 48,271] | | | | [removed: 47,832] [added: 49,165] | | | | [removed: 26,562] [added: 47,832] | | | | [removed: 27,008] [added: 26,562] | | |

| Net future policy benefits | [removed: 5,304] [added: 5,617] | | | | [removed: 5,137] [added: 5,304] | | | | [removed: 4,854] [added: 5,137] | | | | [removed: 4,620] [added: 4,854] | | | | [removed: 4,537] [added: 4,620] | | |

| Long-term debt | [removed: 12,087] [added: 13,559] | | | | [removed: 11,556] [added: 12,087] | | | | [removed: 12,610] [added: 11,556] | | | | [removed: 9,389] [added: 12,610] | | | | [removed: 3,334] [added: 9,389] | | |

| Trust preferred securities | [removed: 308] [added: 308] | | | | 308 | | | | 308 | | | | [removed: 307] [added: 308] | | | | 307 | | |

| Total liabilities | [removed: 117,459] [added: 121,612] | | | | [removed: 115,850] [added: 117,459] | | | | [removed: 111,511] [added: 115,850] | | | | [removed: 73,171] [added: 111,511] | | | | [removed: 68,636] [added: 73,171] | | |

| Shareholders' equity | [removed: 50,312] [added: 55,331] | | | | [removed: 51,172] [added: 50,312] | | | | [removed: 48,275] [added: 51,172] | | | | [removed: 29,135] [added: 48,275] | | | | [removed: 29,587] [added: 29,135] | | |

| Book value per share | [removed: $] [added: $] | [removed: 109.56] [added: 122.42] | | | $ | [removed: 110.32] [added: 109.56] | | | $ | [removed: 103.60] [added: 110.32] | | | $ | [removed: 89.77] [added: 103.60] | | | $ | [removed: 90.02] [added: 89.77] | |

| [removed: Selected data:] [added: Selected data:] | | | | | | | | | | | | | | | | | | | |

| Loss and loss expense ratio (1) | [removed: 62.1] [added: 62.1] | | [removed: %] [added: %] | | [removed: 65.8] [added: 62.1] | | % | | [removed: 57.7] [added: 65.8] | | % | | [removed: 58.1] [added: 57.7] | | % | | [removed: 58.7] [added: 58.1] | | % |

| Underwriting and administrative expense ratio (2) | [removed: 28.5] [added: 28.5] | | [removed: %] [added: %] | | [removed: 28.9] [added: 28.5] | | % | | [removed: 30.6] [added: 28.9] | | % | | [removed: 29.2] [added: 30.6] | | % | | [removed: 29.4] [added: 29.2] | | % |

| Combined ratio (3) | [removed: 90.6] [added: 90.6] | | [removed: %] [added: %] | | [removed: 94.7] [added: 90.6] | | % | | [removed: 88.3] [added: 94.7] | | % | | [removed: 87.3] [added: 88.3] | | % | | [removed: 88.1] [added: 87.3] | | % |

| Cash dividends per share [removed: (4)] | [removed: $] [added: $] | [removed: 2.90] [added: 2.98] | | | $ | [removed: 2.82] [added: 2.90] | | | $ | [removed: 2.74] [added: 2.82] | | | $ | [removed: 2.66] [added: 2.74] | | | $ | [removed: 2.70] [added: 2.66] | |

| (1) | The Loss and loss expense ratio is calculated by dividing losses and loss expenses, excluding the Life Insurance segment, by Net premiums earned – excluding Life Insurance segment. Losses and loss expenses for the Life Insurance segment were [added: $757 million,] $766 million, $739 million, $663 million, [removed: $601 million,] and [removed: $589] [added: $601] million for the years ended December 31, [added: 2019,] 2018, 2017, 2016, [removed: 2015,] and [removed: 2014,] [added: 2015,] respectively. |

| (2) | The Underwriting and administrative expense ratio is calculated by dividing the policy acquisition costs and administrative expenses, excluding the Life Insurance segment, by Net premiums earned – excluding Life Insurance segment. Policy acquisition costs and administrative expenses for the Life Insurance segment were [added: $943 million,] $867 million, $833 million, $816 million, [removed: $767 million,] and [removed: $763] [added: $767] million for the years ended December 31, [added: 2019,] 2018, 2017, 2016, [removed: 2015,] and [removed: 2014,] [added: 2015,] respectively. |

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

| | |

| --- | --- |

| (4) | Cash dividends per share in 2014 include a $0.12 per share increase related to the fourth quarter 2013, approved by our shareholders on January 10, 2014. |

Chubb’s management, with the participation of Chubb’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of Chubb’s disclosure controls and procedures as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 as of December 31, [removed: 2018.][added: 2019.]

For the year ended December 31, [removed: 2018,] [added: 2019,] we continued to integrate the information technology environments of the two companies.

There were no other changes to Chubb's internal controls over financial reporting for the year ended December 31, [removed: 2018] [added: 2019] that have materially affected, or are reasonably likely to materially affect, Chubb's internal controls over financial reporting.

Chubb's management report on internal control over financial reporting is included on page F-3 and PricewaterhouseCoopers LLP's audit report is included on [removed: page F-4.][added: pages F-4, F-5, and F-6.]

[removed: PART III][added: PART III]

Item not applicable.

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

Disclosure of Certain Activities Under Section 13(r) of the Securities Exchange Act of 1934

Section 13(r) of the Securities Exchange Act of 1934, as amended, requires an issuer to disclose in its annual or quarterly reports whether it or an affiliate knowingly engaged in certain activities described in that section, including certain activities related to Iran during the period covered by the report.

Chubb, through certain of its non-U.S. subsidiaries, provides insurance and reinsurance coverage relating to marine risks for policyholders with global operations.

As a result of the modification of U.S. and European sanctions on Iran in 2016, several marine policyholders have informed us that they are shipping cargo to and from Iran, including transporting crude oil, petrochemicals and refined petroleum products.

As the activities of our insureds and reinsureds are permitted under applicable laws and regulations, including U. S. Department of Treasury General License H, Chubb intends for its non-U.S. subsidiaries to continue providing such coverage to its insureds and reinsureds to the extent permitted by applicable law.

Since these policies insure multiple voyages and fleets containing multiple ships, we are unable to attribute gross revenues and net profits from such marine policies to these activities involving Iran.

Information pertaining to this item is incorporated by reference to the sections entitled “Agenda Item 5 - Election of the Board of Directors”, “Corporate Governance - The Board of Directors - Director Nomination Process”, [added: and] “Corporate Governance - The Committees of the Board - Audit [removed: Committee”, and “Corporate Governance - Did Our Officers and Directors Comply with Section 16(a) Beneficial Ownership Reporting in 2018?”] [added: Committee”] of the definitive proxy statement for the [removed: 2019] [added: 2020] Annual General Meeting of Shareholders which will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A.

Also incorporated herein by reference is the text under the caption [removed: “Executive Officers of the Registrant”] [added: “Information about our Executive Officers”] appearing at the end of Part I Item 1 of the Annual Report on Form 10-K.

[removed: Code] [added: Code] of [removed: Ethics][added: Ethics]

This item is incorporated by reference to the sections entitled “Executive Compensation”, “Compensation Committee Report” and “Director Compensation” of the definitive proxy statement for the [removed: 2019] [added: 2020] Annual General Meeting of Shareholders which will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A.

| Equity compensation plans [added: not] approved by security holders [removed: (1)] [added: (2)] | | [removed: 11,965,165] [added: 27,914] | | | [removed: $] | [removed: 108.26] | | | [removed: 16,205,809] | |

| Equity compensation plans [removed: not] approved by security holders [removed: (2)] [added: (1)] | | [removed: 34,521] [added: 11,801,420] | | | [added: $] | [added: 116.79] | | | [added: 12,575,263] | |

As of December 31, [removed: 2018,] [added: 2019,] a total of [removed: 3,340,842] [added: 5,288,553] option awards and [removed: 481,357] [added: 706,535] restricted stock unit awards are outstanding, and [removed: 14,100,867] [added: 10,789,285] shares remain available for future issuance under this plan.

As of December 31, [removed: 2018,] [added: 2019,] a total of [removed: 7,159,680] [added: 5,496,523] option awards and [removed: 210,121] [added: 72,075] restricted stock unit awards are outstanding.

As of December 31, [removed: 2018,] [added: 2019,] a total of [removed: 506,778] [added: 99,759] option awards, [removed: 72,077] [added: 3,433] restricted stock unit awards, nil performance unit awards (representing 100% of the aggregate target in accordance with the Chubb Corp. merger agreement) and [removed: 151,171] [added: 83,173] deferred stock unit awards are outstanding.

As of December 31, [removed: 2018, 2,104,942] [added: 2019, 1,785,978] shares remain available for future issuance under this plan.

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

This item is incorporated by reference to the sections entitled “Corporate Governance - What Is Our Related Party Transactions Approval Policy And What Procedures Do We Use To Implement It?”, “Corporate Governance - What Related Party Transactions Do We Have?”, and “Corporate Governance - The Board of Directors - Director Independence” of the definitive proxy statement for the [removed: 2019] [added: 2020] Annual General Meeting of Shareholders which will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A.

This item is incorporated by reference to the section entitled “Agenda Item 4 – Election of Auditors – 4.2 – Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting” of the definitive proxy statement for the [removed: 2019] [added: 2020] Annual General Meeting of Shareholders which will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A.

[removed: PART IV][added: PART IV]

[Table of Contents](#s7C454D468CD65E088F5E6591B62864F8)

[removed: (a)Financial] [added: (a)Financial] Statements, Schedules, and [removed: Exhibits][added: Exhibits]

| – | [removed: [Management's] [added: [Management's] Responsibility for Financial Statements and Internal Control over Financial [removed: Reporting](#s470CB3C6BEE11594F4183B10DC06C33C)] [added: Reporting](#s7AA524354AE954BC957AEB62EB7D20BA)] | [removed: [F-3](#s470CB3C6BEE11594F4183B10DC06C33C)] [added: [F-3](#s7AA524354AE954BC957AEB62EB7D20BA)] |

| – | [removed: [Report] [added: [Report] of Independent Registered Public Accounting [removed: Firm](#s11557A5E1AA2437A65003B10DC506FB9)] [added: Firm](#s4E1E068B33F550968AE81D40B8AC1444)] | [removed: [F-4](#s11557A5E1AA2437A65003B10DC506FB9)] [added: [F-4](#s4E1E068B33F550968AE81D40B8AC1444)] |

| – | [removed: [Consolidated] [added: [Consolidated] Balance Sheets at December 31, [removed: 2018] [added: 2019] and [removed: 2017](#s4D7ACAA84E301F8D09BB3B10892309C4)] [added: 2018](#s2CC39A07CEA9579C83C6D98087CD85EC)] | [removed: [F-6](#s4D7ACAA84E301F8D09BB3B10892309C4)] [added: [F-7](#s2CC39A07CEA9579C83C6D98087CD85EC)] |