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Notes to the Financial Statements

Accounting Rules

The 2020 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
31.12.202031.12.2019
Swiss Life AG, ZürichCHF587 350100.00%CHF587 350100.00%
Swiss Life Deutschland
Holding GmbH, Hannover
EUR25100.00%EUR25100.00%
Swiss Life Intellectual Property Management AG, ZürichCHF250100.00%CHF250100.00%
Swiss Life International
Holding AG, Zürich
CHF1 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%
Swiss Life Finance I, Ruggell LICHF100100.00%
Loans to Group companies

CHF 713 million of the loans to Group companies is classified as subordinated.

Provisions

The provision of CHF 70 million was formed in relation to the expected resolution with the US Department of Justice (DOJ) inquiry concerning prior business with US clients. The discussions with the DOJ are not concluded and, as a result, the final number could be somewhat higher.

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.

Share capital

As at 31 December 2020, the share capital of Swiss Life Holding (SLH) consisted of 32 014 391 fully-paid shares. As at 31 December 2019, Swiss Life Holding had 33 594 606 registered shares outstanding with a par value of CHF 5.10 per share. In accordance with a public deed, the par value was reduced to CHF 0.10 per share on 15 July 2020. Conditional share capital was CHF 385 794.80 as at 31 December 2020 (previous year: CHF 19 675 534.80). 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.

Statutory capital reserve

The statutory capital reserve consists of the capital contribution reserve. As at 31 December 2020, the capital contribution reserve was unchanged at CHF 181 million. Of this amount, CHF 4 million is recognised by the Federal Tax Administration, while the qualification of CHF 177 million for tax purposes is still pending and is to be reassessed according to future legal developments.

Statutory retained earnings

Statutory retained earnings comprise the general reserves.

Free reserves

This item comprises accumulated retained earnings which have not been distributed to the shareholders. In the year under review, CHF 254 million was allocated to the free reserve. In addition, the free reserve was reduced by CHF 740 million due to the cancellation of 1 580 215 shares, which took place on 15 July 2020.

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

In the year under review, the companies in the Swiss Life Group purchased 45 000 Swiss Life Holding shares at an average price of CHF 319.05. As at 31 December 2020, the Swiss Life Group held 139 808 treasury shares which are not part of the share buyback programme.

As part of the second share buyback programme, Swiss Life Holding purchased a total of 79 324 treasury shares at an average price of CHF 363.13. Over the same period, 1 580 215 shares were cancelled in the first share cancellation programme. The Swiss Life Group therefore held total 219 132 treasury shares as at 31 December 2020.

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 4133 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 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 31 million for Swiss Life Products and credit lines totalling CHF 25 million for Corpus Sireo companies.

Financial assets pledged as collateral

Debt securities of CHF 45 million were pledged on the balance sheet date as part of a repurchase agreement (repo transactions). In this connection, additional debt securities totalling CHF 46 million were reserved for the liquidity-shortage financing facility (SNB EFF).

Statement of changes in equity for the years ended 31 December

In CHF million20202019
   
SHARE CAPITAL
Balance as at 1 January171175
Reduction in par value (incl. cancellation of treasury shares)–168–3
TOTAL SHARE CAPITAL3171
  
STATUTORY CAPITAL RESERVE
Balance as at 1 January181263
Distribution of profit from the capital contribution reserve–83
Changes due to conversion of the convertible bond
TOTAL STATUTORY CAPITAL RESERVE181181
  
STATUTORY RETAINED EARNINGS
General reserves
Balance as at 1 January3333
Change
Total general reserves3333
TOTAL STATUTORY RETAINED EARNINGS3333
  
VOLUNTARY RETAINED EARNINGS
Free reserves
Balance as at 1 January4 2424 494
Allocation to free reserves254
Distribution of profit from free reserves–3
cancellation of treasury shares–740–249
Total free reserves3 7564 242
Profit shown in the balance sheet
Balance as at 1 January758461
Allocation to free reserves–254
Dividend–477–461
Annual profit719758
Total profit shown in the balance sheet746758
TOTAL VOLUNTARY RETAINED EARNINGS4 5025 000
 
OWN CAPITAL SHARES
Balance as at 1 January–787–140
Change in own capital shares718–647
TOTAL OWN CAPITAL SHARES–69–787
 
TOTAL EQUITY4 6504 598
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 2020

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. 663bb is CO. Swiss Life’s compensation report for the 2020 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 2020

As at 31 December 2020, 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
31.12.2020
Rolf Dörig, Chairman of the Board of Directors32 056
Frank Schnewlin5 904
Thomas Buess25 987
Adrienne Corboud Fumagalli906
Ueli Dietiker1 339
Damir Filipovic1 889
Frank W. Keuper1 126
Stefan Loacker1 015
Henry Peter13 548
Martin Schmid486
Franziska Tschudi Sauber3 343
Klaus Tschütscher1 164
TOTAL BOARD OF DIRECTORS88 763


Corporate Executive Board

 SLH shares
31.12.2020
Patrick Frost, Group CEO26 143
Matthias Aellig4 043
Jörg Arnold1 617
Nils Frowein3 428
Markus Leibundgut7 314
Stefan Mächler6 316
Charles Relecom1 764
TOTAL CORPORATE EXECUTIVE BOARD50 625


 Restricted Share Units (RSUs)
31.12.20201
Patrick Frost, Group CEO7 843
Matthias Aellig3 840
Jörg Arnold3 739
Nils Frowein3 893
Markus Leibundgut4 601
Stefan Mächler4 270
Charles Relecom4 151
TOTAL CORPORATE EXECUTIVE BOARD32 337
Share ownership/participation rights as at 31 December 2019

As at 31 December 2019, 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 Buess124 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