8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 12, 2011

XL GROUP

Public Limited Company

(Exact name of registrant as specified in its charter)

Ireland	1-10804	98-0665416
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

No. 1 Hatch Street Upper, 4th Floor, Dublin, Ireland	2
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +353 (1) 405-2033

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02. Unregistered Sales of Equity Securities.

XL Group plc issued a press release on October 14, 2011 pertaining to the issuance on October 15, 2011 by its wholly-owned subsidiary, XL Group Ltd., of Series D Preference Ordinary Shares (the “Series D Preferred Shares”) to Stoneheath Re. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The issuance of the Series D Preferred Shares is not subject to registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on (i) Regulation S under the Securities Act, and (ii) Stoneheath Re’s representation that it will not offer, sell, pledge, distribute or otherwise dispose of the Series D Preferred Shares, except in a transaction that complies with or is exempt from the registration requirements of the Securities Act. Stoneheath Re will distribute the Series D Preferred Shares in payment of the redemption price of its preferred securities in a transaction that does not constitute a “sale” within the meaning of the Securities Act. Appropriate legends were affixed to the certificate representing the Series D Preferred Shares to the effect that they may not be transferred except in a transaction that complies with the registration requirements of the Securities Act or an exemption from the registration requirements thereof.

Item 8.01. Other Events.

XL Group plc issued a press release on October 12, 2011, a copy of which is attached as Exhibit 99.1. Exhibit 99.1 and Exhibit 99.2, referred to above, are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit No.	Description
99.1	Press Release (“XL Group plc Announces Preliminary Loss Estimates for Third Quarter 2011 Catastrophes”) dated October 12, 2011.
99.2	Press Release (“XL Announces Distribution of Series D Preference Ordinary Shares on November 16, 2011 as a Result of Termination of Stoneheath Re Facility”) dated October 14, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 17, 2011

XL Group plc (Registrant)
By:	/s/ Kirstin R. Gould
	Name:	Kirstin R. Gould
	Title:	General Counsel & Secretary

EX-99.1

Exhibit 99.1

	XL House One Bermudiana Road
	Hamilton HM 08
	PO Box HM 2245
	Hamilton HM JX
	Bermuda
	Phone	+1 441 292 8515
	Fax	+1 441 292 5280
	xlgroup.com

Press Release
Contact:	David Radulski	Carol Parker Trott
	Investor Relations	Media Relations
	(441) 294-7460	(441) 294-7290

XL GROUP PLC ANNOUNCES PRELIMINARY LOSS ESTIMATES FOR THIRD QUARTER 2011 CATASTROPHES

Hamilton, Bermuda – October 12, 2011 - XL Group plc (“XL” or the “Company”) (NYSE: XL) today announced preliminary net loss estimates related to catastrophe loss events in the third quarter of 2011, including Hurricane Irene, Tropical Storm Lee, the September Texas Wildfires and the July Danish Floods. The Company’s preliminary loss estimates, pretax and net of reinsurance and reinstatement premiums, range from approximately $90 million to $120 million. Approximately three quarters of these losses relate to the Company’s Insurance segment.

The Company’s estimates are based on its review of individual treaties and policies expected to be impacted along with available client data. The Company’s loss estimates involve the exercise of considerable judgment and are accordingly subject to revision as additional information becomes available. Actual losses may differ materially from these preliminary estimates.

About XL Group plc

XL Group plc, through its subsidiaries, is a global insurance and reinsurance company providing property, casualty and specialty products to industrial, commercial and professional firms, insurance companies and other enterprises throughout the world. XL is the company clients look to for answers to their most complex risks and to help move their world forward. Its principal offices are located at No.1 Hatch Street Upper, 4^th Floor, Dublin2, Ireland. To learn more, visit www.xlgroup.com

This press release contains forward-looking statements about the estimated impact of the catastrophe losses incurred in the third quarter of 2011, including Hurricane Irene, Tropical Storm Lee, the September Texas Wildfires and the July Danish Floods (the “Catastrophe Loss Events”). Statements that are not historical facts, including statements about XL’s beliefs, plans or expectations, are forward-looking statements. These statements are based on current plans, estimates, and expectations, all of which involve risk and uncertainty. Actual results may differ materially from those included in such forward-looking statements and therefore you should not place undue reliance on them. A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements include the preliminary nature of reports and estimates of loss related to the Catastrophe Loss Events and the other factors set forth in XL’s reports on Form 10-K, Form 10-Q and other documents on file with the Securities and Exchange Commission. XL undertakes no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future developments or otherwise.

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EX-99.2

Exhibit 99.2

	XL House One Bermudiana Road
	Hamilton HM 08
	PO Box HM 2245
	Hamilton HM JX
	Bermuda
	Phone	+1 441 292 8515
	Fax	+1 441 292 5280
	xlgroup.com

Press Release
Contact:	David Radulski	Carol Parker Trott
	Investor Relations	Media Relations
	(441) 294-7460	(441) 294-7290

XL ANNOUNCES DISTRIBUTION OF SERIES D PREFERENCE ORDINARY SHARES ON NOVEMBER 16, 2011 AS A RESULT OF TERMINATION OF STONEHEATH RE FACILITY

HAMILTON, Bermuda, October 14, 2011 – XL Group plc (NYSE: XL) (“XL”) announced today that its wholly-owned subsidiary, XL Group Ltd. (“XL-Cayman”), will issue $350,000,000 of its Series D Preference Ordinary Shares (the “Series D Preferred Shares”) for consideration of cash and liquid investments which are being held in a trust account that was part of the Stoneheath Re facility. Holders of the non-cumulative perpetual preferred securities (“Stoneheath Securities”) issued by Stoneheath Re in December 2006 will receive one Series D Preferred Share in exchange for each Stoneheath Security. This distribution will occur on November 16, 2011. XL-Cayman intends to use the consideration it will receive as partial funding for the repayment at maturity of the outstanding $600 million 6.5% Guaranteed Senior Notes due 2012 of XL Capital Finance (Europe) plc, a wholly-owned subsidiary of XL, with the balance available for general corporate purposes.

Dividends on the Series D Preferred Shares will be declared and paid automatically on a non-cumulative basis on January 15, April 15, July 15 and October 15 of each year at a floating rate of three-month LIBOR plus 3.120% on the liquidation preference, accruing from October 15, 2011.

XL-Cayman is issuing the Series D Preferred Shares because Stoneheath Re issued the redemption notice, effective October 15, 2011, required by the terms of the Stoneheath Securities and related agreements. The redemption notice was issued because an asset swap agreement covering the assets held in the trust account is terminating in accordance with its terms.

The Stoneheath Securities were originally sold in a non-United States offering pursuant to Regulation S under the U.S. Securities Act of 1933, as amended. The gross proceeds of the Stoneheath offering were deposited in the trust account and had been available to satisfy Stoneheath Re’s obligation to ceding insurers under a reinsurance agreement.

About XL Group plc

XL Group plc, through its subsidiaries, is a global insurance and reinsurance company providing property, casualty and specialty products to industrial, commercial and professional firms, insurance companies and other enterprises throughout the world. XL is the company clients look to for answers to their most complex risks and to help move their world forward. Its principal executive offices are located at No. 1 Hatch Street Upper, 4th Floor, Dublin 2, Ireland. To learn more, visit www.xlgroup.com

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Series D Preferred Shares or any other securities, nor will there be any sale of the Series D Preferred Shares or any other securities in any state or jurisdiction in which such offer, solicitation or sale is not permitted.

This press release contains forward-looking statements. Such statements involve inherent risks and uncertainties. Statements that are not historical facts, including statements about XL’s beliefs or expectations, are forward-looking statements. These statements are based on current plans, estimates and expectations, all of which involve risk and uncertainty. Actual results may differ materially from those projected in such forward-looking statements and therefore you should not place undue reliance on them. A non-exclusive list of the important factors that could cause actual events or results to differ materially from those in such forward-looking statements is set forth in XL’s most recent annual report on Form 10-K, quarterly report on Form 10-Q and XL’s other documents on file with the Securities and Exchange Commission. XL undertakes no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future developments or otherwise.

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