The following documents are filed as a part of this report:
Consolidated Financial Statements:
(a)
Consolidated Statement of Earnings for each of the three years in the period ended December 31, 2022.
(b)
Consolidated Balance Sheet as of December 31, 2022 and 2021.
(c)
Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 2022.
(d)
Consolidated Statement of Stockholders’ Equity for each of the three years in the period ended December 31, 2022.
(e)
Notes to Consolidated Financial Statements.
(f)
Report of Independent Registered Public Accounting Firm on Financial Statements.
(g)
Management’s Report on Internal Control Over Financial Reporting.
(h)
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting.
Consolidated Financial Statement Schedules required to be filed by Item 8 of this Form:
(a)
Schedule II - Valuation and Qualifying Accounts.
All other schedules are omitted because they are not applicable, or not required, or because the required information is included in our consolidated financial statements or the notes thereto. Exhibits:
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| 2.1 | | Security and Asset Purchase Agreement, dated as of August 12, 2021, by and between Arthur J. Gallagher & Co. and Willis Watson plc (incorporated by reference to Exhibit 2.1 to our Form 8-K Current Report dated August 16, 2021). |
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| 2.2 | | Letter Agreement, dated December 1, 2021, by and between Willis Towers Watson plc and Arthur J. Gallagher & Co. (incorporated by reference to Exhibit 10.1 to our Form 8-K Current Report dated December 6, 2021, File No. 1-09761). |
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| 3.1.1 | | Amended and Restated Certificate of Incorporation of Arthur J. Gallagher & Co. (incorporated by reference to the same exhibit number to our Form 10-Q Quarterly Report for the quarterly period ended June 30, 2008, File No. 1-09761). |
| 3.1.2 | | Certificate of Change of Registered Agent and Location of Registered Office (incorporated by reference to Exhibit 3.1 to our Form 8-K Current Report dated July 29, 2022, File No. 1-09761). |
| 3.2 | | Amended and Restated By-Laws of Arthur J. Gallagher & Co. (incorporated by reference to Exhibit 3.1 to our Form 8-K Current Report dated December 6, 2022, File No. 1-09761). |
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| 4.1 | | Description of Securities (incorporated by reference to the same exhibit number to our Form 10-K Annual Report for 2019, File No. 1-09761). |
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| 4.2.1 | | Second Amended and Restated Multicurrency Credit Agreement, dated as of June 7, 2019, among Arthur J. Gallagher & Co., the other borrowers party thereto, the lenders party thereto, Bank of Montreal, as administrative agent, BMO Capital Markets, BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A. and JPMorgan Chase Bank, N.A., as joint lead arrangers, joint book runners and co-syndication agents, and Capital One, National Association, HSBC Bank USA, National Association, PNC Bank, National Association and U.S. Bank National Association, as co-documentation agents (incorporated by reference to Exhibit 4.1 to our Form 8-K Current Report dated June 7, 2019). |
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| 4.2.2 | | Amendment No. 1, dated August 27, 2020, to the Second Amended and Restated Multicurrency Credit Agreement dated June 7, 2019, between Arthur J. Gallagher & Co., Bank of Montreal, as administrative agent, and other lenders signatory thereto (incorporated by reference to Exhibit 4.1 to our Form 10-Q Quarterly Report for the quarterly period ended September 30, 2020, File No. 1-09761). |
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| 4.2.3 | | Amendment No. 2, dated December 14, 2022, to the Second Amended and Restated Multicurrency Credit Agreement dated June 7, 2019, between Arthur J. Gallagher & Co., Bank of Montreal, as administrative agent, and other lenders signatory thereto. |
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| 4.3 | | Indenture, dated as of May 20, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to our Form 8-K Current Report dated May 20, 2021, File No. 1-09761). |
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| *10.11 | | Form of Indemnity Agreement between Arthur J. Gallagher & Co. and each of our directors and corporate officers (incorporated by reference to the same exhibit number to our Form 10‑Q Quarterly Report for the quarterly period ended March 31, 2009, File No. 1-09761). |
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| *10.12 | | Arthur J. Gallagher & Co. Deferral Plan for Nonemployee Directors (amended and restated as of February 1, 2022). |
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| *10.14.1 | | Form of Change in Control Agreement between Arthur J. Gallagher & Co. and those Executive Officers hired prior to January 1, 2008 (incorporated by reference to the same exhibit number to our Form 10-K Annual Report for 2011, File No. 1-09761). |
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| *10.14.2 | | Form of Change in Control Agreement between Arthur J. Gallagher & Co. and those Executive Officers hired after January 1, 2008 (incorporated by reference to the same exhibit number to our Form 10-K Annual Report for 2011, File No. 1-09761). |
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| *10.15 | | The Arthur J. Gallagher & Co. Supplemental Savings and Thrift Plan, as amended and restated effective October 20, 2020 (incorporated by reference to the same exhibit number to our Form 10-K Annual Report for 2020, File No. 1-09761). |
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| *10.16 | | Arthur J. Gallagher & Co., Deferred Equity Participation Plan (as amended and restated as of February 20, 2021) (incorporated by reference to the same exhibit number to our Form 10-Q for the quarterly period ended March 31, 2021 File No. 1 09761). |
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| *10.16.1 | | Form of Deferred Equity Participation Plan Award Agreement. |
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| *10.17 | | Arthur J. Gallagher & Co. Severance Plan (effective September 15, 1997, as amended and restated effective January 1, 2009) (incorporated by reference to the same exhibit number to our Form 10-K Annual Report for 2008, File No. 1-09761). |
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| *10.17.1 | | First Amendment to the Arthur J. Gallagher & Co. Severance Plan (effective September 15, 1997, as amended and restated effective January 1, 2009) (incorporated by reference to Exhibit 10.1 to our Form 10-Q Quarterly Report for the quarterly period ended June 30, 2010, File No. 1-09761). |
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| *10.18 | | Arthur J. Gallagher & Co. Deferred Cash Participation Plan, amended and restated as of September 11, 2018 (incorporated by reference to the same exhibit number to our Form 10-K Annual Report for 2019, File No. 1-09761). |
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| *10.42.1 | | Form of Long-Term Incentive Plan Restricted Stock Unit Award Agreement. |
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| *10.42.2 | | Form of Long-Term Incentive Plan Stock Option Award Agreement. |
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| *10.42.3 | | Form of Long-Term Incentive Plan Stock Appreciation Rights Award Agreement (incorporated by reference to the same exhibit number to our Form 10-K Annual Report for 2010, File No. 1-09761). |
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| *10.42.4 | | Form of Long-Term Incentive Plan Restricted Stock Unit Award Agreement for executive officers over the age of 55. |
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| *10.42.5 | | Form of Long-Term Incentive Plan Stock Option Award Agreement for executive officers over the age of 55. |
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| *10.43 | | Arthur J. Gallagher & Co. Performance Unit Program (incorporated by reference to the same exhibit number to our Form 10-Q Quarterly Report for the quarterly period ended June 30, 2007, File No. 1-09761). |
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| *10.43.1 | | Form of Performance Unit Grant Agreement under the Performance Unit Program. |
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| *10.43.2 | | Form of Performance Unit Grant Agreement under the Performance Unit Program for executive officers over the age of 55. |
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| *10.44 | | Senior Management Incentive Plan (incorporated by reference to Exhibit 10.44 to our Form 10-Q Quarterly Report for the quarterly period ended June 30, 2015, File No. 1-09761). |
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| *10.48 | | Arthur J. Gallagher & Co. 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.8 to our Form S-8 Registration Statement, File No. 333-221274). |
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| *10.50 | | Arthur J. Gallagher & Co. U.K. Employee Share Incentive Plan (incorporated by reference to Exhibit 4.3 to our Form S-8 Registration Statement, File No. 333-258331). |
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| *10.51 | | Form of Partnership Share Agreement under the Arthur J. Gallagher & Co. U.K. Employee Share Incentive Plan (incorporated by reference to Exhibit 4.4 to our Form S-8 Registration Statement, File No. 333-258331). |
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| *10.52 | | Arthur J. Gallagher & Co. 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 8-K Current Report dated May 13, 2022 File No. 1-09761). |
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| 21.1 | | Subsidiaries of Arthur J. Gallagher & Co., including state or other jurisdiction of incorporation or organization and the names under which each does business. |
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| 23.1 | | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
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| 24.1 | | Power of Attorney. |
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| 31.1 | | Rule 13a-14(a) Certification of Chief Executive Officer. |
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| 31.2 | | Rule 13a-14(a) Certification of Chief Financial Officer. |
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| 32.1 | | Section 1350 Certification of Chief Executive Officer. |
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| 32.2 | | Section 1350 Certification of Chief Financial Officer. |
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| 101.INS | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document. |
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| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document. |
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| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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| 104 | | Cover Page Interactive Data File formatted in Inline XBRL (included as Exhibit 101). |
All other exhibits are omitted because they are not applicable, or not required, or because the required information is included in our consolidated financial statements or the notes thereto. The registrant agrees to furnish to the Securities and Exchange Commission upon request a copy of any long-term debt instruments that have been omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.
- Such exhibit is a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to item 601 of Regulation S-K.
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