SCHEDULE II

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED BALANCE SHEETS – PARENT COMPANY ONLY

AT DECEMBER 31, 2015 AND 2014



(U.S. dollars in thousands)	2015		2014
ASSETS
Cash and cash equivalents	$	11,557	$	22,443
Amounts due from subsidiaries	33,417		—
Investments in subsidiaries on an equity basis	11,648,673		10,195,445
Other assets	2,748		3,017
Total assets	$	11,696,395	$	10,220,905
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Amounts due to subsidiaries	$	—	$	166,782
Accounts payable and accrued liabilities	19,316		20,372
Total liabilities	$	19,316	$	187,154
Commitments and Contingencies
Shareholders’ Equity:
Class A ordinary shares, 999,990,000 authorized, par value $0.01; issued and outstanding: (2015: 294,745,045; 2014: 255,182,955)	$	2,947	$	2,552
Additional paid in capital	8,910,167		7,359,102
Accumulated other comprehensive income	686,616		1,484,458
Retained earnings (deficit)	2,077,349		1,187,639
Total shareholders’ equity	$	11,677,079	$	10,033,751
Total liabilities and shareholders’ equity	$	11,696,395	$	10,220,905

See accompanying Notes to Condensed Financial Information of Registrant

XL GROUP PLC

SCHEDULE II

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

STATEMENT OF INCOME AND COMPREHENSIVE INCOME – PARENT COMPANY ONLY

FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013



(U.S. dollars in thousands)	2015			2014			2013
Net investment income	$	169		$	275		$	24
Total revenues	$	169		$	275		$	24
Operating expenses	$	46,340		$	9,646		$	11,699
Foreign exchange (gains) losses	(345		)	127			243
Interest expense	11			5			2
Total expenses	$	46,006		$	9,778		$	11,944
Income (loss) before income tax	$	(45,837	)	$	(9,503	)	$	(11,920	)
Equity in net earnings (losses) of subsidiaries (dividends were: 2015: $764,277; 2014: $858,521; 2013: $617,719)	1,253,609			197,843			1,071,836
Provision for income tax	620			—			—
Net income (loss) attributable to ordinary shareholders	$	1,207,152		$	188,340		$	1,059,916
Net income (loss)	$	1,207,152		$	188,340		$	1,059,916
Change in net unrealized gains (losses) on investments - excluding Life Funds Withheld Assets, net of tax	(530,030		)	434,051			(750,755		)
Unrealized gains on held to maturity investment portfolio at time of transfer to available for sale, net of tax	—			424,861			—
Change in adjustments related to future policy benefit reserves, net of tax	170,688			(400,456		)	(44,660		)
Change in net unrealized gains (losses) on investments - Life Funds Withheld Assets, net of tax	(421,604		)	274,083			—
Change in net unrealized gains (losses) on affiliate and investments, net of tax	(6,074		)	35,143			26,637
Change in OTTI losses recognized in other comprehensive income, net of tax	18,545			13,143			32,181
Change in underfunded pension liability	(3,852		)	(7,550		)	7,653
Change in value of cash flow hedge	(200		)	255			439
Foreign currency translation adjustments	(25,315		)	(25,729		)	(54,858		)
Comprehensive income (loss)	$	409,310		$	936,141		$	276,553

See accompanying Notes to Condensed Financial Information of Registrant

XL GROUP PLC

SCHEDULE II

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

STATEMENT OF CASH FLOWS – PARENT COMPANY ONLY

FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013



(U.S. dollars in thousands)	2015			2014			2013
Net income (loss)	$	1,207,152		$	188,340		$	1,059,916
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in (earnings) loss of subsidiaries	(1,253,609		)	(197,843		)	(1,071,836		)
Share based compensation (1)	74,431			81,287			46,489
Amounts due to (from) subsidiaries	(200,199		)	(23,819		)	104,590
Dividends received from subsidiaries	764,277			858,521			617,719
Other	(30,584		)	(10,632		)	(16,570		)
Total adjustments	$	(645,684	)	$	707,514		$	(319,608	)
Net cash provided by (used in) operating activities	$	561,468		$	895,854		$	740,308
Cash flows provided by (used in) investing activities:
Purchase of Catlin Group Limited	$	(2,287,579	)	$	—		$	—
Proceeds from sale of subsidiary	2,317,699			—			—
Returns of capital from subsidiaries	65,037			79,086			84,589
Net cash provided by (used in) investing activities	$	95,157		$	79,086		$	84,589
Cash flows provided by (used in) financing activities:
Proceeds from issuance of ordinary shares and exercise of stock options	$	9,976		$	6,367		$	12,623
Dividends paid	(208,516		)	(169,620		)	(160,155		)
Buybacks of ordinary shares	(468,971		)	(801,953		)	(675,617		)
Net cash provided by (used in) financing activities	$	(667,511	)	$	(965,206	)	$	(823,149	)
Net change in cash and cash equivalents	(10,886		)	9,734			1,748
Cash and cash equivalents – beginning of period	22,443			12,709			10,961
Cash and cash equivalents – end of period	$	11,557		$	22,443		$	12,709

____________


(1)	Includes cash collected from subsidiaries in the amounts of $60.1 million, $59.2 million and $33.9 million, respectively, for the years ended December 31, 2015, 2014 and 2013.

See accompanying Notes to Condensed Financial Information of Registrant

XL GROUP PLC

SCHEDULE II

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

NOTES TO THE FINANCIAL STATEMENTS - PARENT COMPANY ONLY

FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

1. Presentation

The condensed financial information of XL Group plc reflects its directly wholly-owned subsidiaries using the equity method of accounting. To facilitate period-to-period comparisons, certain reclassifications have been made to prior year condensed financial statement amounts to conform to the current year presentation. There has been no effect on net income from this change in presentation.

2. Dividends and Returns of Capital

For the indicated years ended December 31, XL Group plc received dividends and/or returns of capital from XLIT Ltd. a wholly-owned subsidiary.



(U.S. dollars in million)	2015		2014		2013
Dividends and returns of capital	$	829	$	940	$	702

3. Commitments and Guarantees

See Item 8, Note 17, "Commitments and Contingencies," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.