Notes Payable and Debt and Financing Arrangements

(a) Notes Payable and Debt

The following table presents the Company's outstanding notes payable and debt at March 31, 2018 and December 31, 2017:



(U.S. dollars in thousands)	March 31, 2018		December 31, 2017
(U.S. dollars in thousands)	Outstanding (1)		Outstanding (1)
Debt Issuance:
$300 million, 2.30% Senior Notes due December 2018	$	299,525	$	299,357
$400 million, 5.75% Senior Notes due October 2021	398,492		398,384
$350 million, 6.375% Senior Notes due November 2024	349,275		349,248
$500 million, 4.45% Subordinated Notes due March 2025	494,340		494,138
$325 million, 6.25% Senior Notes due May 2027	323,571		323,531
$300 million, 5.25% Senior Notes due December 2043	296,593		296,560
$500 million, 5.5% Subordinated Notes due March 2045 (2)	472,928		472,832
€500 million, 3.25% Subordinated Notes due June 2047 (3)	605,737		586,719
Total debt carrying value	$	3,240,461	$	3,220,769

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(1)	"Outstanding" data represent March 31, 2018 and December 31, 2017 accreted values.


(2)	On July 7, 2017, the Company repurchased and canceled $16.7 million of the original debt issuance. See below for further details.


(3)	This issuance carries a fixed coupon of 3.25% for a period of ten years, then a floating rate of three-month EURIBOR plus 2.90% from (and including) June 29, 2027 through maturity. The outstanding amount is subject to movement due to foreign exchange.

All outstanding debt of the Company at March 31, 2018 and December 31, 2017, which is identified in the table above, was issued by XLIT, a 100% owned subsidiary of XL Group. XLIT's outstanding debt, other than the Senior Notes due 2024 and due 2027, are listed on the NYSE and are fully and unconditionally guaranteed by XL Group. See Note 16, "Guarantor Financial Information," for condensed comparative financial information of XL Group and XLIT for the periods ended March 31, 2018 and December 31, 2017.

The ability of XLIT, like that of the Company, to obtain funds from its subsidiaries to satisfy any of its obligations, including under guarantees, is subject to certain contractual restrictions, applicable laws and statutory requirements of the various countries in which the subsidiaries operate, including, among others, Bermuda, the United States, Ireland, Switzerland and the United Kingdom. For details of the required statutory capital and surplus for the principal operating subsidiaries of the Company, see Item 8, Note 24, "Statutory Financial Data," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.

On June 29, 2017, XLIT issued €500 million ($568.8 million) of fixed to floating rate subordinated notes due June 2047, with a fixed coupon of 3.25% for a period of ten years, then a floating rate of three-month EURIBOR plus 2.90% thereafter. The notes were issued at 99.054% of the face amount and net proceeds were $558.3 million. Related expenses of the offering amounted to approximately $10.5 million. These costs were deferred and are being amortized over the expected life of the subordinated notes.

XLIT and the Company were in compliance with all covenants at March 31, 2018, and XLIT and the Company currently remain in compliance with all covenants.

For details regarding the rest of the Company's facilities, see Item 8, Note 14(a), "Notes Payable and Debt and Financing Arrangements - Notes Payable and Debt," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.

(b) Letter of Credit ("LOC") Facilities and Other Sources of Collateral

The Company has several credit facilities provided on both syndicated and bilateral bases from commercial banks. The Company may utilize these credit facilities to issue LOCs in support of non-admitted insurance and reinsurance operations in the U.S. and to meet capital requirements at Lloyd's. Alternatively, under certain of the credit facilities, the Company instead may elect to utilize a stated portion of such facilities' capacity for revolving loans to support other operating or financing needs, which would reduce the amount available for LOCs. XL Group and several of its wholly-owned subsidiaries provide guarantees, on a joint and several basis, for obligations of the Company under certain of these facilities.

The following table presents the Company's ten letter of credit facilities and revolving credit facilities at March 31, 2018 and December 31, 2017:



(U.S. dollars in thousands)	March 31, 2018					December 31, 2017
Facility Name:	Commitment		In Use/ Outstanding			Commitment		In Use/ Outstanding
2016 Credit Agricole Facility I	125,000		125,000			125,000		125,000
2016 Credit Agricole Facility II	125,000		125,000			125,000		125,000
2017 Commonwealth Bank Facility	215,000		215,000			215,000		215,000
2017 Credit Suisse Facility	100,000		100,000			100,000		100,000
FAL Facility I	125,000		125,000			125,000		125,000
FAL Facility II	125,000		125,000			125,000		125,000
FAL Facility III	125,000		125,000			125,000		125,000
FAL Facility IV	125,000		125,000			125,000		125,000
Syndicated Unsecured Facility	750,000		105,655			750,000		2,000
2017 Commerzbank Facility	100,000		100,000			100,000		100,000
Total unsecured LOC facilities	$	1,915,000	$	1,270,655		$	1,915,000	$	1,167,000
Facilities collateralized by certain investment assets	1,552,841		1,536,556			1,477,986		1,382,226
Total LOC facilities	$	3,467,841	$	2,807,211		$	3,392,986	$	2,549,226

Percentage of facilities collateralized by certain investment assets			54.7		%			54.2		%

Certain credit facilities permit the Company to utilize up to $750.0 million as of March 31, 2018 and December 31, 2017, respectively, for revolving loans to support general operating and financing needs. At March 31, 2018 and December 31, 2017, $105.7 million and $2.0 million, respectively, were utilized under these facilities to issue letters of credit, leaving $644.3 million and $748.0 million, respectively, available to support other operating and financing needs.

For details regarding the Company's facilities, see Item 8, Note 14(b), "Notes Payable and Debt and Financing Arrangements - Letter of Credit Facilities ("LOC") and Other Sources of Collateral," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.