UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
XL Capital Ltd
(Name of Issuer)
Class A Ordinary Shares, par value $.01
(Title of Class of Securities)
G98255105
(CUSIP Number)
December 31, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1. NAME OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Franklin Resources, Inc. (13-2670991)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,454,385/1/
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
12. TYPE OF REPORTING PERSON
HC (See Item 4)
/1/Includes 85,120 ordinary shares that would result upon the conversion of
320,000 Convertible Preferred (as computed under Rule 13(d)-3(d)(1)(i)).
1. NAME OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Charles B. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,454,385/1/
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
12. TYPE OF REPORTING PERSON
HC (See Item 4)
1. NAME OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Rupert H. Johnson, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,454,385/1/
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
12. TYPE OF REPORTING PERSON
HC (See Item 4)
1. NAME OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Templeton Global Advisors Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of the Bahamas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
7,774,026 (See Item 4)
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
7,775,296 (See Item 4)
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,775,296
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
12. TYPE OF REPORTING PERSON
IA
Item 1.
(a) Name of Issuer:
XL Capital Ltd
(b) Address of Issuer's Principal Executive Offices:
XL House
One Bermudiana Road
Hamilton, Bermuda HM 11
Item 2.
(a) Name of Person Filing:
(i): Franklin Resources, Inc.
(ii): Charles B. Johnson
(iii): Rupert H. Johnson, Jr.
(iv): Templeton Global Advisors Limited
(b) Address of Principal Business Office:
(i), (ii), (iii):
One Franklin Parkway
San Mateo, CA 94403
(iv):
Lyford Cay, P.O. Box N-7759
Nassau, Bahamas
(c) Place of Organization or Citizenship:
(i): Delaware
(ii) and (iii): USA
(iv): Commonwealth of the Bahamas
(d) Title of Class of Securities:
Class A Ordinary Shares, par value $.01
(e) CUSIP Number:
G98255105
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2 and the
persons filing are: Franklin Resources, Inc., a parent holding company in
accordance with Section 240.13d-1(b)1(ii)(G); Charles B. Johnson, a control
person in accordance with Section 240.13d-1(b)1(ii)(G); Rupert H. Johnson, Jr.,
a control person in accordance with Section 240.13d-1(b)1(ii)(G); and Templeton
Global Advisors Limited, an investment adviser in accordance with Section
240.13d-1(b)1(ii)(E). (Note: See Item 4)
Item 4. Ownership
The securities reported on herein are beneficially owned by one or more open or
closed-end investment companies or other managed accounts which are advised by
direct and indirect investment advisory subsidiaries, including any
subsidiary(ies) set forth in Item 7 below, (the "Adviser Subsidiaries") of
Franklin Resources, Inc. ("FRI"). Such advisory contracts grant to such Adviser
Subsidiaries all investment and/or voting power over the securities owned by
such advisory clients. Therefore, such Adviser Subsidiaries may be deemed to be,
for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "1934 Act") the beneficial owner of the securities covered by this
statement.
Beneficial ownership by investment advisory subsidiaries and other affiliates of
FRI is being reported in conformity with the guidelines articulated by the SEC
staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such
as FRI, where related entities exercise voting and investment powers over the
securities being reported independently from each other. The voting and
investment powers held by Franklin Mutual Advisers, LLC ("FMA"), formerly
Franklin Mutual Advisers, Inc., an indirect wholly owned investment advisory
subsidiary of FRI, are exercised independently from FRI and from all other
investment advisor subsidiaries of FRI (FRI, its affiliates and investment
advisor subsidiaries other than FMA are collectively referred to herein as "FRI
affiliates"). Furthermore, FMA and FRI internal policies and procedures
establish informational barriers that prevent the flow between FMA and the FRI
affiliates of information that relates to the voting and investment powers over
the securities owned by their respective advisory clients. Consequently, FMA and
the FRI affiliates are each reporting the securities over which they hold
investment and voting power separately from each other.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders")
each own in excess of 10% of the outstanding Common Stock of FRI and are the
principal shareholders of FRI. FRI and the Principal Shareholders may be deemed
to be, for purposes of Rule 13d-3 under the 1934 Act, the beneficial owner of
securities held by persons and entities advised by FRI subsidiaries. FRI, the
Principal Shareholders and each of the Adviser Subsidiaries disclaim any
economic interest or beneficial ownership in any of the securities covered by
this statement.
FRI, the Principal Shareholders, and each of the Adviser Subsidiaries are of the
view that they are not acting as a "group" for purposes of Section 13(d) under
the 1934 Act and that they are not otherwise required to attribute to each other
the "beneficial ownership" of securities held by any of them or by any persons
or entities advised by FRI subsidiaries.
(a) Amount Beneficially Owned:
11,454,385/1/
(b) Percent of Class:
8.3%
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Templeton Global Advisors Limited: 7,774,026
Templeton Investment Counsel, LLC: 2,573,973
Franklin Templeton Investment Management Limited: 255,463
Franklin Templeton Portfolio Advisors, Inc./2/: 342,035
Franklin Templeton Investments Corp.: 160,200
Franklin Advisers, Inc.: 85,120
Fiduciary Trust Company International: 30,733
Franklin Templeton Alternative Strategies, Inc.: 16,349
Templeton Asset Management, Ltd.: 14,198
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Templeton Global Advisors Limited: 7,775,296
Templeton Investment Counsel, LLC: 2,686,203
Franklin Templeton Investment Management Limited: 344,251
Franklin Templeton Portfolio Advisors, Inc.: 342,035
Franklin Templeton Investments Corp.: 160,200
Franklin Advisers, Inc.: 85,120
Fiduciary Trust Company International: 30,733
Franklin Templeton Alternative Strategies, Inc.: 16,349
Templeton Asset Management, Ltd.: 14,198
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class If this statement is being
filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of
securities, check the following [].
Not Applicable
/2/Franklin Templeton Portfolio Advisors, Inc. (FTPA) may hold some or all of
such shares under various "wrap fee" investment management arrangements. Under
these arrangements, the underlying clients may, from time to time, either
retain, delegate to FTPA entirely, or delegate on a client-by-client basis, the
power to vote the shares beneficially held by FTPA. To the extent any underlying
clients retain voting power of any shares, FTPA disclaims sole power to vote or
direct the vote for such shares.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
The clients of the Adviser Subsidiaries, including investment companies
registered under the Investment Company Act of 1940 and other managed accounts,
have the right to receive or power to direct the receipt of dividends from, as
well as the proceeds from the sale of, such securities reported on in this
statement.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control
Person
Templeton Global Advisors Limited Item 3 classification: 3(e)
Templeton Investment Counsel, LLC Item 3 classification: 3(e)
Franklin Templeton Investment Management
Limited Item 3 classification: 3(e)
Franklin Templeton Portfolio Advisors, Inc. Item 3 classification: 3(e)
Franklin Templeton Investments Corp. Item 3 classification: 3(e)
Franklin Advisers, Inc. Item 3 classification: 3(e)
Fiduciary Trust Company International Item 3 classification: 3(b)
Franklin Templeton Alternative Strategies,
Inc. Item 3 classification: 3(e)
Templeton Asset Management, Ltd. Item 3 classification: 3(e)
(See also Item 4)
Item 8. Identification and Classification of Members of the Group
Not Applicable (See also Item 4)
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below we certify that, to the best of our knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purposes or effect.
This report shall not be construed as an admission by the persons filing the
report that they are the beneficial owner of any securities covered by this
report.
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2005
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
By: /s/BARBARA J. GREEN
-----------------------
Barbara J. Green
Vice President, Deputy General Counsel,
and Secretary of Franklin Resources, Inc.
Attorney-in-Fact for Charles B. Johnson pursuant to Power of Attorney
attached to this Schedule 13G
Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
attached to this Schedule 13G
Templeton Global Advisors Limited
By: /s/GREGORY E. MCGOWAN
-------------------------
Gregory E. McGowan
Executive Vice President and Secretary of
Templeton Global Advisors Limited
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing with each other of the
attached statement on Schedule 13G and to all amendments to such statement and
that such statement and all amendments to such statement are made on behalf of
each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement on February
11, 2005.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
By: /s/BARBARA J. GREEN
-----------------------
Barbara J. Green
Vice President, Deputy General Counsel,
and Secretary of Franklin Resources, Inc.
Attorney-in-Fact for Charles B. Johnson pursuant to Power of Attorney
attached to this Schedule 13G
Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
attached to this Schedule 13G
Templeton Global Advisors Limited
By: /s/GREGORY E. MCGOWAN
-------------------------
Gregory E. McGowan
Executive Vice President and Secretary of
Templeton Global Advisors Limited
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints BARBARA J. GREEN his true and lawful
attorney-in-fact and agent to execute and file with the Securities and Exchange
Commission any Schedule 13G or 13D, any amendments thereto or any related
documentation which may be required to be filed in his individual capacity as a
result of his position as an officer, director or shareholder of Franklin
Resources, Inc. and, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing which he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, may lawfully do or cause to be done by virtue hereof.
Date: 9-11-03 /s/Charles B. Johnson
------- ---------------------
Charles B. Johnson
POWER OF ATTORNEY
RUPERT H. JOHNSON hereby appoints BARBARA J. GREEN his true and lawful attorney-
in-fact and agent to execute and file with the Securities and Exchange
Commission any Schedule 13G or 13D, any amendments thereto or any related
documentation which may be required to be filed in his individual capacity as a
result of his position as an officer, director or shareholder of Franklin
Resources, Inc. and, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing which he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, may lawfully do or cause to be done by virtue hereof.
Date: Sept 4, 2003 /s/Rupert H. Johnson, Jr.
------------ -------------------------
Rupert H. Johnson