27 Equity

Share capital

As approved by the shareholders at the General Meeting of Swiss Life Holding (SLH) on 8 May 2008, a reduction in the par value of CHF 17 per registered SLH share was effected in 2008 (2007: CHF 7 per registered share). The payout took place at the end of July 2008 and led to a reduction in the share capital of SLH of CHF 596 million (2007: CHF 245 million).

In 2008, convertible bonds were converted into 124 115 SLH shares (2007: 1 184 170 SLH shares) with a corresponding increase in share capital totalling CHF 3 million (2007: CHF 49 million).

As at 31 December 2008, the share capital of SLH consisted of 35 084 554 fully-paid shares with a par value of CHF 17 each. In exercising voting rights, no shareholder can collect more than 10% of the total share capital directly or indirectly in respect of own shares or shares they represent. As at 31 December 2007, SLH had 34 960 439 registered shares with a par value of CHF 34 per share. Conditional share capital was CHF 40 109 562 as at 31 December 2008 (2007: CHF 84 439 034).

Share premium

Share premium comprises additional paid-in capital in excess of the par value (net of transaction costs), gains/losses on own equity instruments, equity compensation benefits and equity elements of convertible debt.

Due to the reduction in the par value of CHF 17 per registered SLH share in 2008 (2007: CHF 7 per registered SLH share), an amount of CHF 49 million was credited to share premium in respect of treasury shares (2007: CHF 11 million).

In 2008, convertible bonds were converted into 124 115 SLH shares (2007: 1 184 170 SLH shares) with a corresponding increase in share premium totalling CHF 20 million (2007: CHF 173 million).

Number of shares

The following table shows the development of SLH shares issued and treasury shares held by the Swiss Life Group during the period:

Number of shares  20082007
 
Shares issued 
Balance as at 1 January  34 960 43933 776 269
Conversion of convertible debt  124 1151 184 170
Balance as at 31 December  35 084 55434 960 439
 
Treasury shares 
Balance as at 1 January  2 153 802335 517
Purchases of treasury shares  3 083 5404 233 778
Sales of treasury shares  –576 630–2 415 493
Disposals of subsidiaries  –41 246
Balance as at 31 December  4 619 4662 153 802


Gains/losses recognised directly in equity

Gains/losses recognised directly in equity comprise fair value changes of available-for-sale investments, revaluation surpluses on the transfer of owner-occupied property to investment property and the effective portion of the gain or loss on hedging derivatives in qualifying cash flow hedges. These amounts are net of certain policyholder bonuses and other policyholder liabilities and deferred acquisition costs, deferred income taxes and minority interests.

Gains/losses recognised directly in equity for the year 2008


In CHF million

Notes 
Financial assets
available for sale

Cash flow hedges

Other

Total
 
Gross gains and losses 
Balance as at 1 January  –2 095–5–2 100
Gains/losses arising during the period  –3 727–3 727
Revaluation surplus on owner-occupied property transferred to investment property17   – – 8 8
Share of gains/losses of associates  00
Reclassification of financial assets available for sale  1 159–1 159
Gains/losses transferred to the income statement8  3 800803 880
Changes from discontinued operations  –252–252
Disposals of subsidiaries  410410
Foreign currency translation differences  51051
Balance as at 31 December12  –812–918–1 730
 
Adjustments for income tax and other items 
Balance as at 1 January  1 291
Income tax25  –79
Deferred acquisition costs and present value of future profits18  –151
Policyholder participation and insurance liabilities  332
Changes from discontinued operations  212
Disposals of subsidiaries  –279
Foreign currency translation differences  –44
Minority interest  3
Balance as at 31 December  1 285
 
Total gains/losses recognised directly in equity as at 31 December  –445


Gains/losses recognised directly in equity for the year 2007


In CHF million

Notes 
Financial assets
available for sale

Cash flow hedges

Other

Total
 
Gross gains and losses 
Balance as at 1 January  2 243–41462 385
Gains/losses arising during the period  –3 894–3 894
Revaluation surplus on owner-occupied property transferred to investment property   – – 4 4
Share of gains/losses of associates  00
Reclassification in respect of assets held for sale  318–2–316
Gains/losses transferred to the income statement8  292292
Changes from discontinued operations  –1 0786–1–1 073
Disposals of subsidiaries  159159
Foreign currency translation differences  24327
Balance as at 31 December12  –2 095–5–2 100
 
Adjustments for income tax and other items 
Balance as at 1 January  –2 080
Income tax25  322
Deferred acquisition costs and present value of future profits18  326
Policyholder participation and insurance liabilities  1 986
Changes from discontinued operations  916
Disposals of subsidiaries  –157
Foreign currency translation differences  –23
Minority interest  1
Balance as at 31 December  1 291
 
Total gains/losses recognised directly in equity as at 31 December  –809


Foreign currency translation differences

Foreign currency translation differences comprise the resulting differences arising on the translation of assets, liabilities, income and expenses of Group entities denominated in foreign currencies into Swiss francs.

Retained earnings

Retained earnings comprise accumulated retained earnings of the Group entities which have not been distributed to the shareholders. The distribution of profit is subject to restrictions in the various jurisdictions where the Group entities are located.

The Group’s insurance subsidiaries are subject to regulatory restrictions on the amount of dividends, cash loans and advances which can be remitted to the Group. Certain foreign jurisdictions have restrictions that allow the payment of dividends but may cause a delay in their remittance. Dividends payable are not accrued until they have been ratified at the General Meeting.

 
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