UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

Chubb INA Holdings Inc.
(Exact name of registrant as specified in its charter)

 
			
Delaware	 	58-2457246	
(State of incorporation or organization)	 	(I.R.S. Employer Identification No.)	
Chubb INA Holdings Inc.
436 Walnut Street
Philadelphia, PA 19106
(Address of principal executive offices and zip code)
Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
to be so registered	 	Name of each exchange on which
     each class is to be registered     	
1.550% Senior Notes due 2028
2.500% Senior Notes due 2038	 	The New York Stock Exchange
The New York Stock Exchange	

Chubb Limited
(Exact name of registrant as specified in its charter)

 
			
Switzerland	 	98-0091805	
(State of incorporation or organization)	 	(I.R.S. Employer Identification No.)	
Chubb Limited
Baerengasse 32
CH-8001 Zurich, Switzerland
(Address of principal executive offices and zip code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
to be so registered	 	Name of each exchange on which
     each class is to be registered     	
Guarantee by Chubb Limited with respect to
1.550% Chubb INA Holdings Inc. Senior Notes due 2028
Guarantee by Chubb Limited with respect to
2.500% Chubb INA Holdings Inc. Senior Notes due 2038	 	The New York Stock Exchange
The New York Stock Exchange	

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐
If this form relates to the registration of a class of securities concurrently with Regulation A offering, check the following box.  ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-207570
Securities to be registered pursuant to Section 12(g) of the Act:
None

 

Item 1.	Description of Registrant’s Securities to be Registered	
The securities to be registered hereby consist of: (i) €900,000,000 aggregate principal amount of 1.550% Senior Notes due 2028 of Chubb INA Holdings Inc., a Delaware corporation (“Chubb INA”) and €900,000,000 aggregate principal amount of 2.500% Senior Notes due 2038 of Chubb INA (collectively, the “Notes”); and (ii) the guarantees with respect thereto (the “Guarantees”) by Chubb Limited, a Swiss–incorporated holding company (“Chubb Limited”).
Chubb INA hereby incorporates by reference the description of its securities to be registered hereunder contained in the Prospectus dated October 23, 2015 under “General Description of the Offered Securities” and “Description of ACE INA Debt Securities and ACE Guarantee” and in the Prospectus Supplement dated March 1, 2018 under “Description of the Notes and Guarantee,” filed with the Securities and Exchange Commission (the “Commission”) on March 5, 2018 under Rule 424(b)(2) under the Securities Act of 1933, as amended (the “Act”), pursuant to a Registration Statement on Form S-3 (File No. 333-207570-03), previously filed with the Commission under the Act.
Chubb Limited hereby incorporates by reference the description of its securities to be registered hereunder contained in the Prospectus dated October 23, 2015 under “General Description of the Offered Securities” and “Description of ACE INA Debt Securities and ACE Guarantee” and in the Prospectus Supplement dated March 1, 2018 under “Description of the Notes and Guarantee,” filed with the Commission on March 5, 2018 under Rule 424(b)(2) under the Act, pursuant to a Registration Statement on Form S-3 (File No. 333-207570), previously filed with the Commission under the Act.
 
Item 2.	Exhibits	
The following exhibits are filed herewith and with the New York Stock Exchange, Inc.

Exhibit
No.	  	Description	
		
4.1	  	Indenture, dated as of August 1, 1999, among Chubb Limited (formerly known as ACE Limited), Chubb INA Holdings Inc. (formerly known as ACE INA Holdings Inc.) and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association and The First National Bank of Chicago), as trustee (incorporated by reference to Exhibit 4.4 to Chubb INA Holdings Inc.’s Registration Statement on Form S-3 (No. 333-207570) filed October 23, 2015 and also incorporated by reference to Exhibit 4.4 to Chubb Limited’s Registration Statement on Form S-3 (No. 333-207570) filed October 23, 2015).	
		
4.2	  	First Supplemental Indenture dated as of March 13, 2013 to the Indenture dated as of August 1, 1999 among Chubb INA Holdings, Inc. (formerly known as ACE INA Holdings Inc.), as Issuer, Chubb Limited (formerly known as ACE Limited), as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Successor Trustee (incorporated by reference to Exhibit 4.3 of Chubb Limited’s Current Report on Form 8-K filed March 13, 2013).	
		
4.3	  	Underwriting Agreement, dated as of March 1, 2018, from Chubb INA Holdings Inc. and Chubb Limited to the underwriters named in the related terms agreement (incorporated by reference to Exhibit 1.1 of Chubb Limited’s Current Report on Form 8-K filed March 6, 2018).	
		
4.4	  	Terms Agreement, dated as of March 1, 2018 among Chubb INA Holdings Inc., Chubb Limited, Merrill Lynch International, Barclays Bank PLC, Deutsche Bank AG, London Branch, MUFG Securities EMEA plc, Wells Fargo Securities International Limited, ANZ Securities, Inc., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, DBS Bank Ltd., HSBC Bank plc, ING Bank N.V., Belgian Branch, J.P. Morgan Securities plc, RBC Europe Limited, Scotiabank Europe plc and Standard Chartered Bank (incorporated by reference to Exhibit 1.2 of Chubb Limited’s Current Report on Form 8-K filed March 6, 2018).	
		
4.5	  	Form of Officer’s Certificate related to the 1.550% Senior Notes due 2028 and 2.500% Senior Notes due 2038 (incorporated by reference to Exhibit 4.1 of Chubb Limited’s Current Report on Form 8-K filed March 6, 2018).	
		
4.6	  	Form of 1.550% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 of Chubb Limited’s Current Report on Form 8-K filed March 6, 2018).	
		
4.7	  	Form of 2.500% Senior Notes due 2038 (incorporated by reference to Exhibit 4.3 of Chubb Limited’s Current Report on Form 8-K filed March 6, 2018).	

SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: March 6, 2018	 		 		
	 		 	Chubb INA Holdings Inc.	
				
	 		 	By:	 	/s/ Kenneth Koreyva	
	 		 	Name:	 	Kenneth Koreyva	
	 		 	Title:	 	Senior Vice President & Chief Financial Officer	
			
Date: March 6, 2018	 		 		
	 		 	Chubb Limited	
				
	 		 	By:	 	/s/ Joseph F. Wayland	
	 		 	Name:	 	Joseph F. Wayland	
	 		 	Title:	 	Executive Vice President, General Counsel & Secretary