Sompo Holdings, Inc. (AHL) Earnings Call Transcript & Summary

This is Okumura speaking. Hello, everyone. Thank you very much for joining this IR session, although it was a short notice. I would like to provide explanation on the acquisition of Aspen Insurance Holdings. Please turn to Page 3. This is the executive summary including things on here and not only here, I would like to explain our purpose is for a future of health, well-being and financial protection, all of this strategy is to realize that this purpose. The external environment is rapidly changing and in order to achieve the purpose, enhancement of the resilience is extremely important. And also in order to fully leverage the capabilities of the group, we are to proceed with the capital recycling management and Sompo and well-being 2 Business Group has been established in April for that purpose. Since we acquired Endurance, it's been 8 years. And during that time, Sompo International have built a soft power. Market intelligence, talent and market network, these are powers that have been contributing to enhance the capability to pursue deals and execute and follow through on the deal. And during the 8 years, the governance of the overseas business have been strengthened and through them, we would like to certainly proceed with PMI. The positive impact to the Sompo Group includes enhancement of the top line or ROE or EPS. As a result, EPS growth will likely to accelerate. This future growth story the adjusted profit target of JPY 500 billion and market cap of JPY 6 trillion, those are targets, and this is an important first step to achieve them. The impact in the midterm plan period is that the likelihood of achieving the targets will be improved. The point of highlight of the acquisition, the details will be covered by [indiscernible] and [indiscernible] but the important point this time is that this time, JPY 520 billion or $3.48 billion will be the acquisition amount and the top line and bottom line will expand. And in the global presence will be strengthened. In the reinsurance area, we will join the top 10, and we can realize joining the Lloyd's market and also capital-light side car mobile using ACM can be acquired. And also above all product and cost synergy impact can be expected. Those are the highlights of the acquisition. Please turn to Page 5. Here, the history of the Sompo Group's growth is shown. This shows the transition of adjusted consolidated profit of the group in 2030 beyond the current midterm plan, JPY 500 billion of adjusted consolidated profit and market cap of JPY 6 trillion is the target. After the closing of this deal, more than JPY 45 billion of buildup of profit is expected. And in the future, we will be conscious of the global peer to achieve the scope -- expansion of the business scope, enhancement resilience and ROE DPS growth further. Please turn to Page 6. This is the impact to the group medium-term plan. We are targeting the EPS and growth and ROE growth. For EPS growth, the target has been CAGR of 12% or higher, but we have now a CAGR of 18% in sight and ROE, 1 point improvement of ROE through this acquisition is expected. So we would like to proceed strongly to the target of 13% to 15% ROE target. Please turn to Page 7. This focuses on the growth history of the examples overseas business. For overseas business from around 2010, we have started to proactively expand overseas business. In 2017, we acquired Endurance, and that has been the [epic] making event. And for top line, 19% growth were done by year and for the bottom, the adjusted profit was about 8% growth. And we have been focusing on stable portfolio. So we have been able to do both the growth and the stable profit. Please turn to Page 8. And for this portion, this is about qualitative matters. As was mentioned earlier, group as a whole, after acquisition of Endurance, we have reviewed the governance of the group as a whole and strengthen it group as a whole the transaction. And in order to do the M&As, we have strengthened EPA and various standards. And also not just figures and numbers, but we have strengthened talents, awareness as well as the market positioning. So in 8 years' time, we've been able to strengthen those. And Group as a whole disciplined management and activity have been focused from a stable asset. We have shifted to high growth, high profitable assets by selling the equity -- strategic equity holdings, et cetera. And those with risk appetite. For example, the Brazilian consumer assets, we have exited from that market. In M&A, we had in and out, meaning exits. We have had the discipline to work these progresses and optimum allocation of our assets for the group and building up effect, not just for Sompo P&C, but for Sompo wellbeing, we have been able to do such matters. And the last page for myself, please turn to Page 9. This is shareholder return. In current MTP, basic way of thinking of shareholder return, the philosophy has not changed. In one word, we will do whatever we've mentioned that is the stance. But through this deal this time, EPS growth and DPS growth will probably accelerate. So the -- with the profit growth, we will be able to strengthen shareholder return, and we will be able to realize that. As for the capital efficiency, ROE, management thinks that this is a very important indicator. And with this deal, ESR, for a certain period of time, will reduce by around 30 points. But with the profit accumulation and selling of the risk assets, we will be able to improve the ESR. So continuously, for M&A opportunity, we would like to seek for further opportunities. So that was the overview from myself. And from here, we would like to go more in detail about the acquisition itself and the deal. So I would like to hand the baton to Jim and Nick. So Jim, please.

[indiscernible] and good afternoon, everybody. I am joined by Nicolas Burnet, who is Deputy CFO of Sompo Holdings Group and CFO of Sompo International. He will speak after to go through some of the financials of this specifics of the deal. So I'm very excited to speak with you today about the announcement that was made yesterday. Consistent with our strategy to expand our business outside of Japan, we have very pleased to announce the acquisition, the planned acquisition of Aspen Insurance Holdings, which we expect to close sometime in the first half of 2026. We find this business to be very -- both complementary and expands our product services and geographical footprint. It gives us an opportunity to reenter the Lloyd's market with a market-leading syndicate and a performance that has justified its ranking within Lloyd's. It gives us access to over 80 other markets. And in many other presentations, I've talked about countries that we -- end markets that we have yet to enter. And so this gives us the opportunity to accelerate the entrance into those markets on a selective basis. And Nick will talk more about Aspen Capital Markets. And it will also double our top line business in the insurance portfolios of the United States, the United Kingdom and as well as our reinsurance portfolio globally. It brings our group -- Sompo International Group GWP to over $20 billion annually. We were attracted by the strong underwriting culture of Aspen, which mirrors that of Sompo International, and we find it very complementary. The 1,100 employees of Aspen are currently located approximately just over half in the U.K., the United States and then approximately 70 people in Bermuda and other parts of the world, some small representation. We're very excited about the next steps and the opportunities that this will bring not only to Sompo International but to Sompo Group, but also to all of the stakeholders, our customers, the employees and the opportunity that that's going to bring. So at this point, to go over some of the specifics and the numbers of the deal, I will turn it over to Nicolas Burnet. Thank you.

Thank you, Jim. And as Jim said, we're extremely excited about the transaction and Aspen's strategic fit with Sompo. We purchased Aspen on financially attractive terms and conditions. And furthermore, we expect when integrated into our platform we will be able to unlock substantial value. As Okamura-san said, we paid approximately $3.48 billion for 100% of the common shares or $37.50 per fully diluted shares. The $3.48 billion does not include each series of preference shares of Aspen. These preference shares will remain outstanding post the transaction. This purchase price equates to 1.32x tangible book value and is less than 8x forward earnings. Additionally, we received written consent from affiliates of Apollo Global Management for the approval of the transaction. And as Jim said, we anticipate closing in the first half of 2026. If we go to the next slide, Slide 12. This transaction further confirms Sompo's status as a global P&C insurer and reinsurer. This transaction makes us a top 10 global reinsurer -- provides us with a complementary insurance business and provides us access to a well-diversified top-tier Lloyd's operation. And excitingly, it provides Sompo with a multi-platform underwriting model through Aspen Capital Markets, which will allow us to leverage third-party capital while providing balance sheet flexibility. As Okamura-san said, this is financially attractive for us, and we expect to be immediately accretive to ROE. The capital should benefit from the potential ratings uplift to Sompo's A+ rating and the comparable business model should allow us to achieve significant operating synergies Aspen's loss portfolio transfer provides additional balance sheet support to Aspen. And finally, both Sompo International and our parent will remain well capitalized even after the transaction which provides us with the financial flexibility to continue to drive our growth strategy. If we go to the next slide, Slide 13. We have shared with you at prior meetings, our strategic vision and our growth strategy outlined on the left side of this slide, and we believe this transaction closely aligns to our vision. The transaction supports our growth strategy and provides us with a platform that generated $4.6 billion of GWP in 2024. But also, the Aspen Capital Markets platform allows us to generate fee-based income, which is capital-light and reduces earnings volatility. We have contemplated a third-party capital platform, and this provides us with one of the best platforms, which originated in 2013. The transaction increases our relevance and supports our growth strategy accelerating our growth initiatives in 2 of our targeted markets, North America and growth in the domestic U.K. market. This also allows us to access untapped markets through Aspen's top-tier Lloyd platform, while further simplifying streamlining capital deployment and driving additional vertical integration and operating leverage while implementing synergy opportunities. Finally, this provides us with a broader global offering to meet our brokers' and clients' needs. If we go to the next slide. Aspen has a diverse product offering by geography and product lines, as shown on the right-hand side of the slide. After the acquisition of Aspen in 2019, the management has done a great job to turn the business to its current state. Aspen has exited unprofitable lines of business. It has reduced cat exposure as evidence through its net probable loss calculation as a percentage of shareholders' equity. It is implemented an adverse development cover, which was later converted into a loss portfolio transfer, all which led to demonstrable profitability improvement while reducing volatility, as evidenced for its combined ratio, which improved by almost 20 points since 2019. If we go to the next slide. This slide simply shows that both the insurance and reinsurance platforms are well balanced and diversified by product offerings and supported by the Aspen Capital Markets business. And if we go to the next slide, Slide 16. The pro forma organization increases our top line by 28%, reflected in 2024 pro forma results of over $21 billion of gross written premiums and increases our pro forma operating income by 29%. On the right-hand side, you can see by geography, how it has enhanced our profile in each of our existing geographies. But equally as important, and as Jim stated, is that it provides us with access through Lloyd's to 80-plus insurance markets and over 200 reinsurance markets and presents the opportunity to enhance Sompo in areas that we are currently underserved. If you go to the next slide. If you evaluate the transaction through the lens of our commercial insurance and reinsurance segment, this further supports the strategic elements of the transaction. The transaction increases our insurance premiums by 20% including by 27% in North America and 12% in the U.K., 2 key strategic growth markets for Sompo. It provides Sompo with complementary portfolio and broader access to specialty lines of business. And when you shift to our reinsurance business, and as you can see on the right-hand side of the chart, this makes the pro forma company a top 10 global reinsurance company. It increases our top line by 40%, enhances our underwriting capabilities while still being able to maintain our nibble strategy that aligns with our proven track record. If you go to the next slide, Slide 18. Aspen Capital Markets provides us as one of the leading third-party capital platforms in the industry. It has been an integral part of Aspen since 2013 with an impressive management team. It will provide Sompo with capital flexibility while providing Aspen Capital market investors with access to broader reinsurance and insurance opportunities. It is also a well-diversified product offering, which is not just focused on property cat lines of business. As you can see on the right-hand side of the business, ACM has grown assets under management by over $1 billion since 2019 and now provides Aspen with a significant amount of fee-based income which reduces the overall volatility of the earnings stream and will be attractive to our capital base. If you go to the next slide, Slide 19. This -- as I stated before, this transaction is financially attractive and delivers ROE accretion, and we expect to achieve over $200 million of run rate cost savings by 2030. This transaction allows us to grow capital-light fee-based income from Aspen Capital Markets, which reduces earnings volatility, enhances balance sheet flexibility. And finally, Sompo is well positioned after the transaction as we maintain a strong capital base and financial flexibility to execute our enterprise strategy. And then on the last slide. The investments we are making position us to grow over time, leading to returns on capital. This is evidence of our deliberate and disciplined execution as we continue to drive our growth strategy and achieve our key financial objectives. I'm going to stop it there, and I'll turn it over for questions.

We will now take questions from the floor. First, Ms. Tsujino of BofA Securities.

I have 2 questions. First is on specialty. Aspen is operating in a domain similar to Sompo International. Of course, they have customers segment-wise, the risk profile may be very different, but will there be a skew of risk in particular -- concentration of risk in a particular area? When you look at the details, there may be some casualty risk that SI does not want to acquire. So I think there are businesses that you need to reduce and then you need to acquire new businesses to compensate for that. How big of the burden will that likely be? That is my first question. Another question. This is question to Mr. Okumura, not related to Aspen's business. This time, through this acquisition, the ESR will go down by 30 points, but we will sell Japan equities -- and sorry, you sell the Japanese equities across shareholdings and also you have some room to sell one particular U.S. equity further. When you sell that particular equity, you will generate a significant profit through that sales. And in the past case of selling such an equity holdings, then it was not in combination with a particular acquisition. So cash was generated and risk is reduced and then it was allocated to the additional shareholder return. But this time, I feel that the situation is different. So can you explain the thinking?

Ms. Tsujino, thank you for your question. You raised 2 questions. For the first question, I would like Jim-san and Nic-san to reply. I think it's mostly to do with PMI. Generally speaking, the overlap of the business and on risks through PMI, we will analyze. And internally, through various analysis not everything will be published, and it's not a simple addition through the PMI. We will look at the risk profile in detail. So whatever that meets our risk profile, we will manage accordingly. So on the first question, I would like to ask Jim-san to add some comments. Over to you, Jim-san.

Thank you, Okumura-san. Through the due diligence process and looking through their portfolio, we do find it, as I mentioned, both complementary in terms of, as you are correct, it is in the same space, but more of what we like to write, but also gives us access to portfolios where particularly through their London Lloyd's platform gets us into different specialty spaces. But we feel that both their capital management, their reinsurance structure, combined with ours, leaves us room to continue to write and to retain that business. As we go through and we look at the individual customers over the next couple of months, there may be some opportunities to change in 2026 and beyond. But right now, we're very comfortable that the business is complementary. Nic, is there anything you'd add to that?

Yes, because, Jim, thanks to that, I would add 1 more point. When you look at the Aspen Capital Markets on Slide 15 in the middle of that. You can see that that's also a well-diversified portfolio. Where over 80% is outside of the cat business. So that is an area where they retrocede their lines of business into ACM. And with that as background, I think it helps diversify the portfolio.

Thank you very much. ESR temporarily will decline by 30 points, that's what we have presented. On the other hand, until 2030 in the long term, we will reduce to 0 the cross shareholdings. And through that, we will reallocate the capital to areas where the contribution to the enhancement of enterprise value is expected. And also at 50% of the adjusted profit and also 50% of the sale of the cross shareholding that shareholder return policy is unchanged. The deal this time and the low capital efficiency asset exit. That process is continuous. So our shareholder return policy is unchanged. As I have said, basically, in the medium to long term, we will aim at enhancing the enterprise value and through profit increase, we will expand and strengthen the return and there is no change to that policy at all.

Thank you very much, Tsujino-san. Next is Watanabe-san from Daiwa Securities, please.

Yes. This is Watanabe from Daiwa Securities. I have 2 questions. One is on Page 5. Whether the accuracy of the effect of this, you mentioned, USD 4.6 billion of the effect. So can I -- USD 45 billion of effect. We would like to know about this. And it says here a $200 million cost reduction, how are you going to identify this? I want to know more in detail about this. Second thing is about -- this is about right after the IPO. So I would like to know the background why you did this right after the IPO?

Thank you very much, Watanabe-san. The first question about the figures and numbers, Nick, I think, and Jim will complement my comment. But I would like to talk about the market cycle that you have mentioned and inflation in our business plan. When analyzing our business plan, we have incorporated in some extent. And based on that, making it conservative, and we see it as JPY 45 billion. JPY 45 billion seems to be conservative, but we think that there will be Aspen effect over JPY 45 billion and USD 200 million of synergy. There are some overlap, and we can reduce the costs from that. And by strengthening and having new lines of business, we will see new lines, new revenue, but until 2030, we will have over USD 200 million of cost reduction effect. And -- but the background, we cannot go into detail at the IR meetings I've been explaining to you that Japanese business environment has been drastically changing, and we are selling the cross shareholdings and this is changing existing business model and the shrinking Japanese market to growing market, we have to develop our market our business. And in addition to insurance, we have to expand the business in well-being area as well. In such an environment, M&A opportunity within and without Japan, we had a long list of opportunities. And naturally, in that, we had this company's name as well. As mentioned earlier, SIH have market intelligence, and market network and leveraging on that with the best timing, we were able to talk with Aspen and agree upon this deal. This is the background. The first and second, I think no questions, any complementary comment from Nick and Jim? Jim, please?

Thank you, Okumura-san. I think Nick will comment a little bit on some of those aspects that you touched upon. But I think as Okamura-san said, we're not going into any great detail today about where we see the savings, but some of the obvious things in terms of company auditors, we don't need 2, we need one in some of the functional areas, we'll look to see how we can have synergies across that. But Nick, in terms of the numbers that we've presented and the timing, over to you.

Yes. So I mean, Jim, just maybe I'll talk about the buckets of where we expect to get the synergies. So as you stated, we expect to get $200 million of run rate synergies by 2030. This is approximately 35% of the target, but it's less than 10% of the pro forma. The synergies will come from several areas, systems integration, Jim, as you talked about; operating leverage, to meet the needs of our increased scale and that's the scale of Sompo International Holdings, which is already growing and continues to grow; getting operational efficiencies and overlapping of functional support. So the combination of all of those as we look at it and as we start to think about integration are the areas that we'll be targeting for these synergies.

Did this answer your question?

Yes.

Moving on to JPMorgan Securities. Sato-san, please unmute and ask your question.

I'm Sato of JPMorgan Securities. I have 2 questions. First question is adjusted consolidated ROE. This time, you say that you expect an increase of 1%. On the other hand, the overseas equity sale, if you generate the profit in large scale, then the adjusted net asset will be expanded for the adjusted consolidation. Considering that point with this acquisition, 13% to 15% target of the midterm plan, the likelihood of achieving this, has it been improved significantly? So that's 1 point. The second point, the Aspen business growth potential, the financial line is -- the softening of the market is already confirmed in this financial line. And also Lloyd's business that you have exited in the past considering the profitability of the Lloyd's business, what could be the priority and order of priority? In terms of the business or lines of business, do you have any priority?

Sato-san, thank you for your question. There were 2 questions. The probability of achieving the adjusted ROE target and another is the current and the future expectation of Aspen's business given the market cycle and inflation, what are the priorities? The second point your second question, I would like Jim-san and Nic-san to answer. On the first point on ROE. As you say, this transaction will lead to ROE accretion, and we do expect that to happen for a certain extent. On the other hand, depending on other conditions, net asset may increase and ESR may recover but I'm not optimistic yet. So ROE 13% to 15% in order to further raise the probability of achieving this risk-taking and further M&A is considered. This transaction is not the end of the initiatives. On the other hand, discipline needs to be maintained, that I feel strongly. So in an appropriate manner, I would like to consider the return -- shareholder return. On ROE, Hamada-san, the Group CFO, will add some more comments and then move on to the second question. Hamada-san, please.

This is Hamada speaking. On ROE, Sato-san is exactly right, the policy shareholdings and also other shares when we sell, then based on the calculation of ROE, the denominator will increase. So we are reviewing from various aspects. Right now, the -- once the Aspen's acquisition is successful and ROE as of the end of FY '26 will not reach 13% yet according to various calculation. On the other hand, the ESR at that time will be far higher than 250%. So in other words, further gross investments will be done. And if that cannot be achieved, we will continue to return to the shareholders. We can say that the likelihood of achieving the goal is improved, but we're not saying that we have covered all the possibilities.

So the second point, not just Aspen, but our view of the business environment, particularly rates cycle how do you view and Lloyd's market, what is our view? I would like Jim-san and Nic-san to comment. Over to you, Jim-san.

Thank you, Okamura-san. I think the comment was in terms of the combination of certain lines of businesses that had certain -- where we are well aware that market rates are declining. And so what I think of FinPro? FinPro consists of many lines of business. It's not simply D&O. It consists of D&O, it consists of E&O, it consists of prime, it consists of transactional liability, cyber. So we are very confident. And when you look across the various segments in terms of large multinational publicly traded versus privately held, not-for-profit business and so we feel that the diversification of that portfolio across the multiple products plus the different segmentation ensures that we are able to continue to be there for our customers and continue to manage and underwrite through that process. In terms of the question about the Lloyd's business, you can tell that the Aspen portfolio in Lloyd's is one of the top-ranked in terms of performance of all the syndicates within Lloyd's and continue -- and last year performed with a sub-90 combined ratio. So from an underwriting perspective, this is -- we're entering a market where underwriting matters. And given the focus, both within SIH and within Aspen over the last number of years on underwriting, we feel that we will be able to navigate and manage through this cycle. Nic, anything further?

No. I think as you stated, Jim, we're getting access to a top 20 Lloyd's operation made up by 3 syndicates, which has really had strong operational performance. But I think, Jim, as you stated before, this really gives us the opportunity to address many of the markets where we're underserved and we're really excited about the Lloyd's opportunity also.

So next from Sasaki-san from Nomura Securities.

This is Sasaki from Nomura Securities. I have 2 questions. One, you mentioned about risk appetite to M&A, Mr. Okumura. This deal, I think, maybe you are already satisfied with that or do you think that you need to think for the second and third round of M&As, if you have any idea of that please share with me? That's number one. Second, numbers and figures, I would like to confirm. As for the shareholder return, the capital adjustment I would like to hear about that ESR, if that is an appropriate range of ESR, then you're not going to be doing any capital adjustments. But by the end of this fiscal year or when you think about the shareholder return of this fiscal year, ESR within the appropriate range. And does that mean that you're not going to be doing any capital adjustment. Can you talk about that? Those are 2 of my questions.

Thank you very much. First was about the risk appetite or so to speak, for what we think about the new M&A for overseas market. I think there are many possibilities. But the most important priority for us is that closed this deal this time and do PMI, as we plan, and the Aspen incorporate into the Sompo Group so that they could fit into our culture and our business. That is a priority that we have now. Having said so, when you look at the capital situation. And of course, we have opportunity to expand for overseas M&A. This is not the end. And Sompo P&C we have established and at the same time, we have made Sompo well-beings. This is to accelerate connect and be connected. And what we wanted to do make more positive for 100 years of life. And there are solutions that is not yet been fulfilled. So in the area of wellbeings, we are strengthening our structure, and we have a long list there as well. And there, we have a very strong appetite. I would definitely say so. And group as a whole, new businesses, we have to build that toward the future of the safe and financial protection, we would have to do more. So we would like to take risks for our purposes as well. So for overseas, if we have a certain degree of PMI, we will look for another. And for wellbeings, we are definitely looking for new opportunities. And the second, I think Mr. Hamada would like to also supplement this comment. But ESR is within our target range at this point of time. So we are comfortable now. But that's been discussed in the past. We have assets with low capital efficiencies. We want to shrink them, and we want to reallocate those capitals into a higher profitability, and we want to accumulate profit. And if we have accumulated profit then we will be having capital. And from that perspective, if we are over ESR range, then we would have to make some adjustments with discipline. So Hamada-san, any comments from you?

Yes. The target range of ESR is a very important factor for us to think about capital adjustments. But top priority goal is to achieve ROE goal. And based on that, what about the appetite for growth investment and was mentioned by Mr. Okumura. I think that's what he wanted to say. So thinking about those factors and thinking about this as a measure, we would like to think what should be done. And if you look at Page 9, from end of '24 in 3 months, ESR increased by 9 points. We had sold risk assets and ESR will accelerate its speed. Currently, we are in a comfortable situation, but such a situation may not long last. So as mentioned earlier, still, we have a lot of abundant capital to use.

I have one more question or figures to confirm. On Page 5, you talked about adjusted profit, JPY 500 to JPY 100 billion level. The effect of the Aspen is JPY 45 billion and $200 million of cost reduction. Bottom line is JPY 70 billion. So based on that background, the bottom line seems to be declining trend. So that is the reason why you came up with $37.5 per share. Is my understanding correct?

Thank you very much. Well, the price of the acquisition, we have incorporated various factors and as a negotiation, we came up with this. It doesn't necessarily mean that assuming the Aspen's declining business, we did not come up with this, but I think Mr. Hamada would like to comment on this because there are some conservative figures there.

Yes, earlier you mentioned, but what about those things that is not going to fit our risks, about for insurance for FY '26, we are quite conservative. And for loss ratio, Aspen's loss ratio, we have looked them conservatively as well. Nick had checked on that being too conservative maybe in some sense, but very conservative. So with this Aspen, we will have goodwill and of which PBAs amortization, we have to deduct. And so around JPY 60 billion. And so this is about deduction and JPY 45 billion. The calculation was conservative. So we stated as over JPY 45 billion.

Next Sakamaki-san from Mizuho Securities.

I'm Sakamaki from Mizuho Securities. I have 2 questions. First question is related to Page 3 of your material. The expense ratio and also capital policy synergy, what do you exactly mean by the capital policy synergy? That is my first question. The second question, this time ACM of Aspen that you acquired by using this the reinsurance strategy of the entire Sompo Holdings, how will that change?

Thank you, Sakamaki-san. Both of these questions, I would like Nic and Jim to add about the synergy of capital policy. After integration of the business, we can expect risk diversification effect and also to a certain extent, we can utilize third party capital and we can expand the capital-light fee business fee revenue. So that is what we mean by capital policy synergy. And also, the expense ratio the overlapping functions will generate cost synergy and system integration and other various synergy effects can be expected. In the future, through integration of SI, how will reinsurance business be and also the seeding be, we will cover these points through PMI in the future. And the current policy on these matters, I would like Jim to reply. Over to you, Jim and Nic on these 2 points.

Thank you, Okumura-san. I think you covered the questions. With respect to the reinsurance. At this point, we have no plans to change our strategy with respect to the sub P&C reinsurance. We've got a proven track record and a process that is working well for the group. By the addition of Aspen Capital Markets, we may be able to diversify some of that -- the capital that's brought in to support our business. But at this point, we don't anticipate any real changes with respect to the overall strategy with respect to the reinsurance purchasing. Nic, did you have anything to add? Because I think Okumura-san answered those well.

Yes, I think we talked to the expense synergies and the opportunities there and the expectation to support our growing business. I think with the capital synergies also as we stated, it's the diversification benefits we're going to get. It's the benefits of liquidity and capital fundability as we bring the 2 entities together. And we also may benefit from if we get the uplift to Sompo's A+ rating for the whole, that will give another opportunity to achieve additional capital synergies. So when we look at those opportunities, we think there is an opportunity to bring together the diversification benefits, the capital liquidity, but also the benefit from the potential uplift, the potential uplift to the Sompo A+ rating, which would also provide some other opportunities.

Thank you very much. Some more details. For example, in the Bermuda local regulation-wise, I don't think you have a capital shortage, but from overseas business is capital collection will be expected? Will there be any changes?

The collection from overseas business or what I am looking at right now is overseas business profit growth will be higher than domestic business. So rather than collection phase, our proactive capital allocation is the phase we are in. On the other hand, domestically, SJR is a project that we are progressing. In the future, we will move ahead with system investment, a simplification of the product and process automation, so necessary investments will be made for the domestic to improve the profitability. As of now, from the profitability perspective, we prioritize overseas business in terms of capital allocation.

Any questions. Takemura-san from Morgan Stanley.

This is Takemura from Morgan Stanley. I have 2 questions. First, about ESR macro sensitivity. Through this deal, any changes? That's my question. Basically, Aspen balance sheet is strong, you mentioned. The current status in your group, you have lower macro sensitivity. But through this deal, is there any changes in the sensitivity towards FX or interest rate? So if you could elaborate on this point? That's number one. Two, well, this is going to be maybe repetition,, but just I want to know the content, the business, what ACM is doing. Could I ask about this. I would like to have deeper understanding on ACM. Yes, my understanding is that basically you establish fund and there, you have the reinsurance there. And the third-party equity will be accepted there and you have fee income coming from that. And at the same time, you can also contribute to fundings. Maybe that's maybe the business model of ACM. That's my image. Is my understanding correct?

Takemura-san, thank you very much. We received 2 questions. First, after Aspen, any changes in macro sensitivities, interest rate and FX? Mr. Hamada will answer this. And the second one, ACMs, yes, business model. Yes, I think it isn't correct, your understanding. But maybe on ACM, with the sidecar business as far as we can disclose, so maybe Jim or Nic can answer to the second question. So starting from the first one. Hamada-san, please?

Yes, we have not done the detailed balance sheet and others have added. But sensitivity, there will be no big changes. This is not balance sheet. Simply speaking, with this deal within group, we have plus 5% profit weight of overseas business in our group. So maybe a little bit of FX sensitivity higher. But I think there is nothing to worth mention.

So for the second part, ACM business model, Jim, Nic, any comments?

Maybe Jim if I started, if that's okay or?

Yes, go ahead, Nic.

So I think the basic elements, I think you've outlined. They take alternative capital sources. And you can see here that there's assets under management on the slide up on the screen, and they retrocede premiums into those alternative capital into those alternative capital sources. So it's -- and similar to a traditional reinsurance where they retrocede out, they also get fee-based income for that for the retroceding notes. So I think you have the basic elements. And you can see that the assets under management are growing. So as they continue to get third-party capital, it's called our alternative sources of capital. They can provide with more capital, they can -- you can retrocede more into that and get higher fee-based business, and that fee-based business is relatively stable.

And in that sense, so this is a part of a business you would be expanding or to the ACM utilizing this business, you will be doing more? So can we expect the acceleration of the business growth here for this company?

Yes, with SI integration and the way of thinking about underwriting and of course, appetite on investor side, it depends on that, but we would like to continuously have a capital-light business. So maybe, Nic, can you comment?

Well, I think the opportunity is definitely there to grow this business. We continue to see it as a potential opportunity to give us financial flexibility and to use our balance sheet in different ways, and it's a capital-light business. So the opportunity is definitely there, as I agree with Takemura-san, yes.

So we are close to the ending time. So I would like to take one last question. Sakamaki-san of Mizuho Securities.

This is Sakamaki of Mizuho. My question is related to a very small detail. Page 19 on Aspen risk $200 million of integration cost. How will that be handled in terms of the adjusted profit?

The definition of the adjusted profit and how that is calculated, this will be covered by Hamada-san.

We will not include this in the item.

Thank you, Sakamaki-san. It's time to close the session. So with this, we would like to close the meeting. Please feel free to contact our IR office if you have any additional questions. Thank you very much for your participation.