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Notes to the Financial Statements

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

 CurrencyAuthorised share capital
in 1000
Direct shareCurrencyAuthorised share capital
in 1000
Direct share
31.12.201931.12.2018
Swiss Life Ltd, ZürichCHF587 350100.00%CHF587 350100.00%
Swiss Life Deutschland Holding GmbH, HannoverEUR25100.00%EUR25100.00%
Swiss Life Intellectual Property Management AG, ZürichCHF250100.00%CHF250100.00%
Swiss Life International Holding AG, ZürichCHF1 000100.00%CHF1 000100.00%
Swiss Life Investment Management Holding AG, ZürichCHF50 000100.00%CHF50 000100.00%
Swiss Life Schweiz Holding AG, ZürichCHF250100.00%CHF250100.00%
Loans to Group companies

CHF 703 million of the loans to Group companies is classified as subordinated.

Major shareholders

BlackRock 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.

In publications dated 23 April 2019, 20 July 2019, 6 August 2019 and 28 November 2019 in the context of a share buyback programme on a scale of around CHF 1 billion (CHF 999 995 716.25) launched at the end of 2018 and completed on 5 December 2019, Swiss Life Holding Ltd, General Guisan-Quai 40, 8002 Zurich, Switzerland, reported several instances in which figures exceeded or fell short of thresholds. According to the last report dated 28 November 2019, at this point in time Swiss Life Holding Ltd held 1 685 005 treasury shares, corresponding to 5.02% of voting rights. As at 31 December 2019, Swiss Life Holding Ltd held a total of 1 721 351 treasury shares, corresponding to 5.12% of voting rights.

Share capital

As at 31 December 2019, the share capital of Swiss Life Holding (SLH) consisted of 33 594 606 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 2018, 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 2019 (previous year: CHF 19 675 534.80).

Statutory capital reserve

The statutory capital reserve consists of the capital contribution reserve of CHF 181 million (previous year: CHF 263 million). The capital contribution reserve fell by CHF 2.50 per share or CHF 83 million due to the distribution of profit during the year under review. As at 31 December 2019, the capital contribution reserve came to CHF 181 million. Of this amount, CHF 4 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 earnings

Statutory retained earnings comprise the general reserves.

Free reserves

This post comprises accumulated retained earnings which have not been distributed to the shareholders. In order to pay the ordinary dividend of CHF 464 million, CHF 3 million was withdrawn from the free reserve in the year under review. In addition, the free reserve was reduced by CHF 249 million due to the cancellation of 628 500 shares, which took place on 15 July 2019.

Issue of senior bonds

VolumeYear of issueMaturityCoupon
CHF 200 millions201320231.875%
CHF 250 millions201920230.250%
CHF 200 millions20192021variable
CHF 250 millions201920250.000%
CHF 150 millions201920290.350%
Issue of two senior bonds in 2013

Two 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 which was repaid on 21 June 2019 (coupon of 1.125%) and a tranche of CHF 200 million with a tenor of ten years until 2023 (coupon of 1.875%).

Issue of four senior bonds in 2019

On 6 December 2019, Swiss Life Holding placed three senior green bond tranches totalling CHF 600 million: a tranche of CHF 200 million with a tenor of two years and variable coupon (floor at 0.00%, cap at 0.05%), a tranche of CHF 250 million with a tenor of 5.5 years and a coupon of 0% and a tranche of CHF 150 million with a tenor of 9.25 years and a coupon of 0.35% p.a.

On 13 March 2019, Swiss Life Holding placed a senior bond amounting to CHF 250 million. The bond has a tenor of 4.6 years and a coupon of 0.25% p.a.

Treasury shares

The Swiss Life Group companies did not purchase any treasury shares during the year under review. In the same period, they did not sell any shares. As at 31 December 2019, the Swiss Life Group held 141 136 treasury shares which are not part of the share buyback programme.

As part of the share buyback programme, the year under review saw Swiss Life Holding purchase a total of 1 981 015 treasury shares at an average price of CHF 461.02. Over the same period, 628 500 shares were cancelled in the first share cancellation programme. The Swiss Life Group therefore held 1 580 215 treasury shares as at 31 December 2019.

Contingent liabilities

Swiss 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 4139 million at the balance sheet date. The guarantees are classified as subordinated at Swiss Life Holding.

Swiss Life Holding further provides capital guarantees for a maximum net asset value of CHF 1100 million to Swiss Life Ltd, CHF 141 million to Swiss Life Products, CHF 6 million to Swiss Life Liechtenstein, CHF 9 million to Corpus Sireo and CHF 100 million to cover regulatory requirements at the level of subsidiaries.

In addition, under drawn credit lines Swiss Life Holding held liabilities totalling CHF 25 million for Swiss Life Products and credit lines totalling CHF 63 million for Corpus Sireo companies.

Financial assets pledged as collateral

Debt securities of CHF 190 million were pledged on the balance sheet date as part of a repurchase agreement (repo transactions).

Statement of changes in equity for the years ended 31 December

In CHF million20192018
   
SHARE CAPITAL
Balance as at 1 January175175
cancellation of treasury shares–3
TOTAL SHARE CAPITAL171175
   
STATUTORY CAPITAL RESERVE
Balance as at 1 January263724
Distribution of profit from the capital contribution reserve–83–460
Changes due to conversion of the convertible bond
TOTAL STATUTORY CAPITAL RESERVE181263
   
STATUTORY RETAINED EARNINGS
General reserves
Balance as at 1 January3333
Change0
Total general reserves3333
TOTAL STATUTORY RETAINED EARNINGS3333
   
VOLUNTARY RETAINED EARNINGS
Free reserves
Balance as at 1 January4 4944 181
Allocation to free reserves313
Distribution of profit from free reserves–3
cancellation of treasury shares–249
Total free reserves4 2424 494
Profit shown in the balance sheet
Balance as at 1 January461314
Allocation to free reserves–313
Dividend–461
Annual profit758460
Total profit shown in the balance sheet758461
TOTAL VOLUNTARY RETAINED EARNINGS5 0004 955
   
OWN CAPITAL SHARES
Balance as at 1 January–140–26
Change in own capital shares–647–114
TOTAL OWN CAPITAL SHARES–787–140
 
TOTAL EQUITY4 5985 286
Number of full-time positions

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 2019

The 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 here.

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 2019

As 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
31.12.2019
Rolf Dörig, Chairman of the Board of Directors31 108
Frank Schnewlin5 627
Thomas Buess 124 224
Adrienne Corboud Fumagalli794
Ueli Dietiker1 156
Damir Filipovic1 777
Frank W. Keuper1 014
Stefan Loacker848
Henry Peter12 405
Martin Schmid374
Franziska Tschudi Sauber3 231
Klaus Tschütscher1 037
TOTAL BOARD OF DIRECTORS83 595


Corporate Executive Board

 SLH shares
31.12.2019
Patrick Frost, Group CEO22 071
Matthias Aellig2 623
Jörg Arnold250
Nils Frowein2 008
Markus Leibundgut5 805
Stefan Mächler4 807
Charles Relecom1 644
TOTAL CORPORATE EXECUTIVE BOARD39 208


 Restricted Share Units (RSUs)
31.12.20191
Patrick Frost, Group CEO8 341
Matthias Aellig3 934
Jörg Arnold3 740
Nils Frowein4 000
Markus Leibundgut4 479
Stefan Mächler4 307
Charles Relecom4 205
TOTAL CORPORATE EXECUTIVE BOARD33 006
Share ownership/participation rights as at 31 December 2018

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
31.12.2018
Rolf Dörig, Chairman of the Board of Directors35 365
Frank Schnewlin5 410
Adrienne Corboud Fumagalli707
Ueli Dietiker1 013
Damir Filipovic1 690
Frank W. Keuper927
Stefan Loacker728
Henry Peter11 682
Martin Schmid287
Franziska Tschudi Sauber3 179
Klaus Tschütscher937
TOTAL BOARD OF DIRECTORS61 925


Corporate Executive Board

 SLH shares
31.12.2018
Patrick Frost, Group CEO18 593
Jörg Arnold250
Thomas Buess22 002
Nils Frowein2 842
Markus Leibundgut4 866
Stefan Mächler3 091
Charles Relecom1 644
TOTAL CORPORATE EXECUTIVE BOARD53 288


 Restricted Share Units (RSUs)
31.12.2018 1
Patrick Frost, Group CEO9 323
Jörg Arnold2 557
Thomas Buess5 355
Nils Frowein4 533
Markus Leibundgut4 812
Stefan Mächler4 656
Charles Relecom4 540
TOTAL CORPORATE EXECUTIVE BOARD35 776