Accounting Rules
The 2018 Financial Statements were prepared in accordance with the provisions of Swiss accounting law (Title 32 of the Swiss Code of Obligations). Swiss Life Holding’s Financial Statements are presented in millions of Swiss francs (CHF), which is the presentation currency. Figures may not add up exactly due to rounding.
Explanations on the balance sheet and statement of income
Participations
Currency | Authorised
share capital in 1000 | Direct share | Currency | Authorised
share capital in 1000 | Direct share | |
31.12.2018 | 31.12.2017 | |||||
Swiss Life Ltd, Zürich | CHF | 587 350 | 100.00% | CHF | 587 350 | 100.00% |
Swiss Life Deutschland Holding GmbH, Hannover | EUR | 25 | 100.00% | EUR | 25 | 100.00% |
Swiss Life Intellectual Property Management AG, Zürich | CHF | 250 | 100.00% | CHF | 250 | 100.00% |
Swiss Life International Holding AG, Zürich | CHF | 1 000 | 100.00% | CHF | 1 000 | 100.00% |
Swiss Life Investment Management Holding AG, Zürich | CHF | 50 000 | 100.00% | CHF | 50 000 | 100.00% |
Swiss Life Schweiz Holding AG, Zürich | CHF | 250 | 100.00% | CHF | 250 | 100.00% |
A value adjustment totalling CHF –200 million was made to Swiss Life Deutschland Holding GmbH following the annual assessment of participations.
Loans to Group companiesCHF 721 million of the loans to Group companies is classified as subordinated.
Major shareholdersBlackRock Inc., 55 East 52nd Street, New York 10055, USA, reported in a publication of 6 May 2017 that it held through various companies a total of 5.28% of the voting rights for Swiss Life Holding.
Share capitalAs at 31 December 2018, the share capital of Swiss Life Holding (SLH) consisted of 34 223 106 fully-paid shares with a par value of CHF 5.10 each. In exercising voting rights, no shareholder can collect more than 10% of the total share capital directly or indirectly in respect of his own shares and those he represents. As at 31 December 2017, Swiss Life Holding had 34 223 106 registered shares outstanding with a par value of CHF 5.10 per share. Conditional share capital was CHF 19 675 534.80 as at 31 December 2018 (previous year: CHF 19 675 534.80).
Statutory capital reserveThe statutory capital reserve consists of the capital contribution reserve of CHF 263 million (previous year: CHF 724 million). The capital contribution reserve fell by CHF 13.50 per share or CHF 460 million due to the distribution of profit during the year under review. As at 31 December 2018, the capital contribution reserve came to CHF 263 million. Of this amount, CHF 86 million is recognised by the Federal Tax Administration, while the legal qualification of CHF 177 million is still open and is to be reassessed according to future legal developments.
Statutory retained earningsStatutory retained earnings comprise the general reserves.
Free reservesThis post comprises accumulated retained earnings which have not been distributed to the shareholders.
Issue of a convertible bond in 2013On 2 December 2013, Swiss Life Holding launched a bond issue in the amount of CHF 500 million with a coupon of 0%, maturing in 2020. The bonds may be converted into registered Swiss Life Holding shares.
In 2017, Swiss Life exercised its right to conclude an early buyback of the convertible bond issued in 2013 and due to mature in 2020. Almost all the bond holders exercised their right to convert their bonds into Swiss Life Holding shares. Bonds with a principal of CHF 499 160 000 were converted, which led in turn to the issue of 2 141 905 new shares in Swiss Life Holding from conditional capital. The remaining convertible bonds with a principal of CHF 805 000 were repurchased on 27 December 2017.
Issue of two senior bonds in 2013Two senior bonds for a total amount of CHF 425 million were issued on 21 June 2013, split into a tranche of CHF 225 million with a tenor of six years until 2019 (coupon of 1.125%) and a tranche of CHF 200 million with a tenor of ten years until 2023 (coupon of 1.875%).
Treasury sharesThe Swiss Life Group companies purchased a total of 110 000 treasury shares during the year under review at an average price of CHF 358.42. In the same period, they did not sell any shares. As at 31 December 2018, the Swiss Life Group held 191 199 treasury shares which are not part of the share buyback programme.
As part of the share buyback programme, Swiss Life Holding purchased a total of 227 700 treasury shares at an average price of CHF 380.84. As at 31 December 2018, therefore, the Swiss Life Group held a total of 418 899 treasury shares.
Contingent liabilitiesSwiss Life Holding acts as warrantor for all Swiss Life Ltd liabilities with regard to the various tranches of the subordinated perpetual step-up loans (hybrid debt), which amounted to an equivalent value of CHF 4220 million at the balance sheet date.
Swiss Life Holding further provides capital guarantees for a maximum net asset value of CHF 1100 million to Swiss Life Ltd, CHF 146 million to Swiss Life Products, CHF 6 million to Swiss Life Liechtenstein, CHF 24 million to Corpus Sireo and CHF 100 million to cover regulatory requirements at the level of subsidiaries.
In addition, Swiss Life Holding grants lines of credit totalling CHF 64 million to Swiss Life Products, a line of credit in the amount of CHF 6 million to Swiss Life Schweiz Holding, a line of credit of CHF 10 million to Pierre Capitale and lines of credit totalling CHF 236 million to companies of Corpus Sireo.
Financial assets pledged as collateralIn the year under review, Swiss Life Holding pledged no liquid assets as margin cover for currency forward transactions. Debt securities of CHF 105 million were pledged on the balance sheet date as part of a repurchase agreement.
Statement of changes in equity for the years ended 31 December
In CHF million | 2018 | 2017 |
SHARE CAPITAL | ||
Balance as at 1 January | 175 | 164 |
Change | – | 11 |
TOTAL SHARE CAPITAL | 175 | 175 |
STATUTORY CAPITAL RESERVE | ||
Balance as at 1 January | 724 | 591 |
Distribution of profit from the capital contribution reserve | –460 | –356 |
Changes due to conversion of the convertible bond | – | 488 |
TOTAL STATUTORY CAPITAL RESERVE | 263 | 724 |
STATUTORY RETAINED EARNINGS | ||
General reserves | ||
Balance as at 1 January | 33 | 33 |
Change | – | 0 |
Total general reserves | 33 | 33 |
TOTAL STATUTORY RETAINED EARNINGS | 33 | 33 |
VOLUNTARY RETAINED EARNINGS | ||
Free reserves | ||
Balance as at 1 January | 4 181 | 3 822 |
Allocation to free reserves | 313 | 359 |
Total free reserves | 4 494 | 4 181 |
Profit shown in the balance sheet | ||
Balance as at 1 January | 314 | 359 |
Allocation to free reserves | –313 | –359 |
Annual profit | 460 | 314 |
Total profit shown in the balance sheet | 461 | 314 |
TOTAL VOLUNTARY RETAINED EARNINGS | 4 955 | 4 495 |
OWN CAPITAL SHARES | ||
Balance as at 1 January | –26 | –37 |
Change in own capital shares | –114 | 12 |
TOTAL OWN CAPITAL SHARES | –140 | –26 |
TOTAL EQUITY | 5 286 | 5 400 |
As in the previous year, the number of full-time positions is not above 50 employees on average over the year.
Disclosure of compensation to the Board of Directors and the Corporate Executive Board in accordance with Art. 663bbis of the Swiss Code of Obligations (CO) and Art. 14–16 of the Federal Ordinance against Excessive Compensation in Listed Stock Companies, and disclosure of the shareholdings of members of the Board of Directors and the Corporate Executive Board in accordance with Art. 663c of the CO
Compensation in 2018The Board of Directors is responsible for drawing up a written compensation report each year to include the information required by Articles 14–16 of the Federal Ordinance against Excessive Compensation in Listed Stock Companies (Compensation Ordinance). This compensation report supersedes the details in the notes to the balance sheet according to Art. 663bbis CO. Swiss Life’s compensation report for the 2018 financial year is provided in the section "Swiss Life Compensation Report for the Financial Year 2018".
The following tables contain information on the share ownership and participation rights of members of the Board of Directors and the Corporate Executive Board in accordance with Art. 663c CO.
Share ownership/participation rights as at 31 December 2018As at 31 December 2018, acting members of the Board of Directors and the Corporate Executive Board (including closely linked parties) held the following number of registered Swiss Life Holding shares and future subscription rights to Swiss Life Holding shares in the form of Restricted Share Units (RSUs).
Board of Directors
SLH shares | |
31.12.2018 | |
Rolf Dörig, Chairman of the Board of Directors | 35 365 |
Frank Schnewlin | 5 410 |
Adrienne Corboud Fumagalli | 707 |
Ueli Dietiker | 1 013 |
Damir Filipovic | 1 690 |
Frank W. Keuper | 927 |
Stefan Loacker | 728 |
Henry Peter | 11 682 |
Martin Schmid | 287 |
Franziska Tschudi Sauber | 3 179 |
Klaus Tschütscher | 937 |
TOTAL BOARD OF DIRECTORS | 61 925 |
Corporate Executive Board
SLH shares | |
31.12.2018 | |
Patrick Frost, Group CEO | 18 593 |
Jörg Arnold | 250 |
Thomas Buess | 22 002 |
Nils Frowein | 2 842 |
Markus Leibundgut | 4 866 |
Stefan Mächler | 3 091 |
Charles Relecom | 1 644 |
TOTAL CORPORATE EXECUTIVE BOARD | 53 288 |
Restricted Share Units (RSUs) | |
31.12.2018 1 | |
Patrick Frost, Group CEO | 9 323 |
Jörg Arnold | 2 557 |
Thomas Buess | 5 355 |
Nils Frowein | 4 533 |
Markus Leibundgut | 4 812 |
Stefan Mächler | 4 656 |
Charles Relecom | 4 540 |
TOTAL CORPORATE EXECUTIVE BOARD | 35 776 |
1 Total number of RSUs allocated in the years 2016, 2017 and 2018 in connection with the relevant equity compensation plan. The RSUs represent future subscription rights that entitle the individuals concerned to receive SLH shares after a period of three years, provided that the relevant conditions are met at that point. |
As at 31 December 2017, acting members of the Board of Directors and the Corporate Executive Board (including closely linked parties) held the following number of registered Swiss Life Holding shares and future subscription rights to Swiss Life Holding shares in the form of Restricted Share Units (RSUs).
Board of Directors
SLH shares | |
31.12.2017 | |
Rolf Dörig, Chairman of the Board of Directors | 34 364 |
Gerold Bührer | 7 465 |
Frank Schnewlin | 5 118 |
Adrienne Corboud Fumagalli | 589 |
Ueli Dietiker | 841 |
Damir Filipovic | 1 572 |
Frank W. Keuper | 809 |
Stefan Loacker | 600 |
Henry Peter | 9 995 |
Franziska Tschudi Sauber | 3 061 |
Klaus Tschütscher | 809 |
TOTAL BOARD OF DIRECTORS | 65 223 |
Corporate Executive Board
SLH shares | |
31.12.2017 | |
Patrick Frost, Group CEO | 10 949 |
Jörg Arnold | 250 |
Thomas Buess | 19 743 |
Nils Frowein | 1 020 |
Markus Leibundgut | 4 544 |
Stefan Mächler | 1 500 |
Charles Relecom | 1 431 |
TOTAL CORPORATE EXECUTIVE BOARD | 39 437 |
Restricted Share Units (RSUs) | ||
31.12.2017 1 | ||
Patrick Frost, Group CEO | 10 139 | |
Jörg Arnold | 1 367 | |
Thomas Buess | 6 067 | |
Nils Frowein | 4 958 | |
Markus Leibundgut | 5 070 | |
Stefan Mächler | 4 816 | |
Charles Relecom | 4 756 | |
TOTAL CORPORATE EXECUTIVE BOARD | 37 173 | |
1 Total number of RSUs allocated in the years 2015, 2016 and 2017 in connection with the relevant equity compensation plan. The RSUs represent future subscription rights that entitle the individuals concerned to receive SLH shares after a period of three years, provided that the relevant conditions are met at that point. |