Notes to the Financial Statements
Accounting Rules
The 2022 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 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 31.12.2022 | 31.12.2021 | |||||||||||
| Swiss Life AG, 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% | ||||||
| Swiss Life Finance I AG, Ruggell LI | CHF | 100 | 100.00% | CHF | 100 | 100.00% | ||||||
Loans to Group companies
CHF 815 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 1 June 2021 that it held through various companies a total of 5.3% of the voting rights for Swiss Life Holding. At the same time, BlackRock Inc. held sales positions in the amount of 0.002% of the voting rights.
Share capital
As at 31 December 2022, the share capital of Swiss Life Holding (SLH) consisted of 30 825 887 fully-paid registered shares. (previous year: 31 528 567 registered shares) with a par value of CHF 0.10 each. Conditional share capital remained unchanged at CHF 385 794.80 as at 31 December 2022. 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 2022, the capital contribution reserve was unchanged at CHF 177 million. Regarding the compliance of this balance sheet item with commercial law, the Federal Tax Administration has not recognised it under tax law in respect of the capital contribution principle.
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 15 million was allocated to the free reserve. In addition, the free reserve was reduced by CHF 357 million due to the cancellation of 702 680 shares, which took place on 11 July 2022.
Issue of senior bonds
| Volume | Year of issue | Maturity | Coupon | |||
|---|---|---|---|---|---|---|
| CHF 200 millions | 2013 | 2023 | 1.875% | |||
| CHF 250 millions | 2019 | 2023 | 0.250% | |||
| CHF 250 millions | 2019 | 2025 | 0.000% | |||
| CHF 150 millions | 2019 | 2029 | 0.350% | |||
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%) which was repaid on 6 December 2021, a tranche of CHF 250 million with a tenor of 5.5 years and a coupon of 0% and a tranche of CHF150 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
As part of the share buyback programme (2021-2023), Swiss Life Holding purchased a total of 1 335 881 treasury shares in the year under review at an average price of CHF 524.59. In the same period, 702 680 shares were cancelled.
Outside the share buyback programme, the companies in the Swiss Life Group purchased 50 000 treasury shares at an average price of CHF 504.20. As at 31 December 2022, the Swiss Life Group held 138 331 treasury shares which are not part of the share buyback programme.
As at 31 December 2022, the Swiss Life Group held a total of 1 262 131 treasury shares.
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 3.2 billion 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 1.1 billion to Swiss Life Ltd, CHF 1.3 billion for Swiss Life Finance I, CHF 128 million to Swiss Life Products as well as CHF 6 million to Swiss Life Liechtenstein.
In addition, under drawn credit lines Swiss Life Holding held liabilities totalling CHF 54 million for Corpus Sireo companies.
Financial assets pledged as collateral
As at 31 December 2022, debt securities totalling CHF 43 million were reserved for the liquidity-shortage financing facility (SNB EFF).
Statement of changes in equity for the years ended 31 December
| In CHF million | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Share capital | ||||
| Balance as at 1 January | 3 | 3 | ||
| Cancellation of treasury shares | 0 | 0 | ||
| Total share capital | 3 | 3 | ||
| Statutory capital reserve | ||||
| Balance as at 1 January | 177 | 181 | ||
| Capital contribution reserve reduction due to treasury share cancellation | – | –4 | ||
| Total statutory capital reserve | 177 | 177 | ||
| Statutory retained earnings | ||||
| General reserves | ||||
| Balance as at 1 January | 33 | 33 | ||
| Change | – | – | ||
| Total general reserves | 33 | 33 | ||
| Total statutory retained earnings | 33 | 33 | ||
| Voluntary retained earnings | ||||
| Free reserves | ||||
| Balance as at 1 January | 3 628 | 3 756 | ||
| Allocation to free reserves | 15 | 73 | ||
| Distribution of profit from free reserves | – | – | ||
| Cancellation of treasury shares | –357 | –201 | ||
| Total free reserves | 3 286 | 3 628 | ||
| Profit shown in the balance sheet | ||||
| Balance as at 1 January | 803 | 746 | ||
| Allocation to free reserves | –15 | –73 | ||
| Dividend | –764 | –654 | ||
| Annual profit | 880 | 784 | ||
| Total profit shown in the balance sheet | 904 | 803 | ||
| Total voluntary retained earnings | 4 190 | 4 431 | ||
| Own capital shares | ||||
| Balance as at 1 January | –276 | –69 | ||
| Change in own capital shares | –355 | –207 | ||
| Total own capital shares | –631 | –276 | ||
| Total equity | 3 772 | 4 368 | ||
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 2022
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 2022 financial year is provided on pages 59 to 81.
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 2022
As at 31 December 2022, 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 | ||
|---|---|---|
| 31.12.2022 | ||
| Rolf Dörig, Chairman of the Board of Directors | 33 511 | |
| Thomas Buess | 24 519 | |
| Monika Bütler | 66 | |
| Adrienne Corboud Fumagalli | 1 077 | |
| Ueli Dietiker | 1 619 | |
| Damir Filipovic | 2 060 | |
| Frank W. Keuper | 1 297 | |
| Stefan Loacker | 1 287 | |
| Henry Peter | 13 751 | |
| Martin Schmid | 677 | |
| Franziska Tschudi Sauber | 3 514 | |
| Klaus Tschütscher | 1 548 | |
| Total Board of Directors | 84 926 | |
Corporate Executive Board
| SLH shares | ||
|---|---|---|
| 31.12.2022 | ||
| Patrick Frost, Group CEO | 33 500 | |
| Matthias Aellig | 6 557 | |
| Jörg Arnold | 3 990 | |
| Nils Frowein | 1 008 | |
| Markus Leibundgut | 6 584 | |
| Stefan Mächler | 6 367 | |
| Tanguy Polet | 4 490 | |
| Total Corporate Executive Board | 62 496 | |
| Restricted Share Units (RSUs) | ||
|---|---|---|
| 31.12.2022 1 | ||
| Patrick Frost, Group CEO | 6 900 | |
| Matthias Aellig | 3 925 | |
| Jörg Arnold | 3 855 | |
| Nils Frowein | 3 606 | |
| Markus Leibundgut | 4 519 | |
| Stefan Mächler | 4 208 | |
| Tanguy Polet | 2 931 | |
| Total Corporate Executive Board | 29 944 | |
|
1 Total number of RSUs allocated in the years 2020, 2021 and 2022 in connection with the relevant equity compensation plan. The RSUs represent future subscription rights that entitle the individuals concerned to receive Swiss Life Holding shares after a period of three years, provided that the relevant conditions are met at that point.
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Share ownership/participation rights as at 31 December 2021
As at 31 December 2021, 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 | ||
|---|---|---|
| 31.12.2021 | ||
| Rolf Dörig, Chairman of the Board of Directors | 32 772 | |
| Thomas Buess | 23 118 | |
| Adrienne Corboud Fumagalli | 990 | |
| Ueli Dietiker | 1 477 | |
| Damir Filipovic | 1 973 | |
| Frank W. Keuper | 1 210 | |
| Stefan Loacker | 1 141 | |
| Henry Peter | 13 656 | |
| Martin Schmid | 578 | |
| Franziska Tschudi Sauber | 3 427 | |
| Klaus Tschütscher | 1 332 | |
| Total Board of Directors | 81 674 | |
Corporate Executive Board
| SLH shares | ||
|---|---|---|
| 31.12.2021 | ||
| Patrick Frost, Group CEO | 27 965 | |
| Matthias Aellig | 5 374 | |
| Jörg Arnold | 2 807 | |
| Nils Frowein | 4 825 | |
| Markus Leibundgut | 7 578 | |
| Stefan Mächler | 5 000 | |
| Tanguy Polet | 3 478 | |
| Total Corporate Executive Board | 57 027 | |
| Restricted Share Units (RSUs) | ||
|---|---|---|
| 31.12.2021 1 | ||
| Patrick Frost, Group CEO | 7 424 | |
| Matthias Aellig | 3 904 | |
| Jörg Arnold | 3 855 | |
| Nils Frowein | 3 751 | |
| Markus Leibundgut | 4 596 | |
| Stefan Mächler | 4 246 | |
| Tanguy Polet | 3 009 | |
| Total Corporate Executive Board | 30 785 | |
|
1 Total number of RSUs allocated in the years 2019, 2020 and 2021 in connection with the relevant equity compensation plan. The RSUs represent future subscription rights that entitle the individuals concerned to receive Swiss Life Holding shares after a period of three years, provided that the relevant conditions are met at that point. In addition to the reported shareholding, Thomas Buess held a total of 1314 RSUs as at the balance sheet date of 31 December 2021, which were allocated to him in 2019 in the context of his former function as Group CFO and Member of the Corporate Executive Board of Swiss Life.
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