Annual Report 2012 - Swiss Life

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As % of total share capital 31.12.2012 31.12.2011 230 Swiss Life Holding Financial Statements Notes to the Financial Statements Accounting Rules Assets and liabilities are stated in the balance sheet in accordance with the provisions of the Swiss Code of Obligations (CO). The 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 Authorised Authorised share capital share capital Currency in 1000 Direct share Currency in 1000 Direct share 31.12.2012 31.12.2011 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% – – – LOANS TO GROUP COMPANIES CHF 331 million of the loans to Group companies is classified as subordinated. MAJOR SHAREHOLDERS The following shareholders hold over 5% of Swiss Life Holding’s share capital: Talanx AG 9.27% 9.27% SHARE CAPITAL As at 31 December 2012, the share capital of Swiss Life Holding consisted of 32 081 054 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 2011, Swiss Life Holding had 32 081 054 registered shares outstanding with a par value of CHF 5.10 per share. Conditional share capital was CHF 12 032 868.60 as at 31 December 2012 (2011: CHF 12 032 868.60). LEGAL RESERVES Legal reserves comprise the general reserves (plus the additional paid-in capital in excess of the par value, net of transaction costs), the reserve for treasury shares (equivalent in value to own Swiss Life Holding shares held by the Swiss Life Group) and the capital contribution reserve of CHF 1389 million. Following the distribution of CHF 4.50 per share, the capital contribution reserve was reduced by CHF 144 million during the year under review from CHF 1533 million to CHF 1389 million as at 31 December 2012. Of this amount CHF 1219 million is recognised by the Federal Tax Administration, while the legal qualification of CHF 170 million is still open and is to be reassessed according to future legal developments. Swiss Life – Annual Report 2012
231 Swiss Life Holding Financial Statements FREE RESERVES AND RETAINED EARNINGS Free reserves and retained earnings comprise accumulated retained earnings which have not been distributed to the shareholders, or which have not been allocated to the reserve for treasury shares. TREASURY SHARES In the year under review the companies in the Swiss Life Group purchased a total of 10 000 Swiss Life Holding shares at an average price of CHF 122.62. In the same period, they sold 10 000 shares at an average price of CHF 123.95. As at 31 December 2012, the Swiss Life Group held 150 352 treasury shares. PERSONNEL EXPENSES No direct personnel expenses are included under operating expenses. CONTINGENCIES Swiss Life Holding acts as warrantor for all Swiss Life Ltd liabilities with regard to the various tranches of the subordinated perpetual step-up loan (hybrid debt), which amounted to an equivalent value of CHF 3078 million at the balance sheet date. Swiss Life Holding further gives several capital guarantees for a maximum net asset value of CHF 1100 million to Swiss Life Ltd, CHF 150 million to Swiss Life Funds, CHF 150 million to Swiss Life Funds (Lux) Management Company and CHF 97 million to Swiss Life Products. In addition, Swiss Life Holding grants a credit line of CHF 18 million to Swiss Life Products. Swiss Life – Annual Report 2012
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Swiss Life Group annual report 2012
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4 Facts & Figures The Swiss Life
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6 Shareholder’s Letter Dear Share
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8 Summary of Group results Summary
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Amounts in CHF million 2012 2011 +/
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12 Segment Reporting Segment Report
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14 Segment Reporting New products l
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28 Corporate Governance Talanx AG,
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34 Corporate Governance FRANK SCHNE
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36 Corporate Governance HENRY PETER
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42 Corporate Governance Management
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44 Corporate Governance MEMBERS OF
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58 Corporate Governance HIGHEST TOT
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60 Corporate Governance Shareholder
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62 Corporate Governance SUPERVISORY
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64 Risk Management Risk Management
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66 Market Consistent Embedded Value
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104 Consolidated Financial Statemen
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In CHF million 31.12.2012 31.12.201
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Annual Report 2012 - Swiss Life

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