Arthur J. Gallagher & Co. (AJG) 10-K risk factor changes: FY2023 vs FY2022

[removed: A recession or] [added: Global] economic [removed: downturn, as well as] [added: conditions and geopolitical events may cause] unstable economic conditions in the [removed: countries and] [added: countries,] regions [added: or industries] in which we [removed: operate, could] [added: operate and] adversely affect our results of operations and financial [removed: condition.][added: condition.]

We may not be able to continue such an acquisition strategy in the future and there are risks associated with such acquisitions, which could adversely affect our growth and results of [added: operations.]

Our [added: sustainability and] ESG-related aspirations, goals and initiatives, and our public statements and disclosures regarding them, expose us to numerous risks.

[removed: The COVID-19 pandemic has and] [added: Thus, a deterioration in macroeconomic conditions] could [removed: continue to] adversely affect our business, results of operations [removed: and] [added: or] financial condition.

Climate risks, including the risk of an economic crisis, risks associated with the physical effects of climate change and disruptions caused by the transition to a low-carbon economy, could adversely affect our business, results of [removed: operations and financial condition.]

Improper disclosure of confidential, personal or proprietary information and cybersecurity attacks [added: or other security breach of our information systems, or those of third-party vendors we rely on,] could result in regulatory scrutiny, legal liability or reputational harm, and could adversely affect our business, financial condition and [added: reputation.]

We could be adversely affected by violations or alleged violations of laws that impose requirements for the conduct of our overseas operations, including the FCPA, the U.K. Bribery Act or other anti-corruption laws, [removed: sanctioned parties restrictions,] [added: sanctions laws,] and FATCA.

Global economic [removed: events and other factors, such as] [added: events, including] accommodative monetary and fiscal [removed: policy and the impacts of the COVID-19 pandemic,] [added: policies,] have contributed to significant inflation in many [removed: of the] markets in which we operate.

[removed: In order to] [added: To] combat inflation and restore price stability, the U.S. Federal Reserve [removed: has raised interest rates] and [removed: has signaled further increases to] [added: other central banks raised] interest rates in 2023.

[removed: Any such reduction or decline (whether] [added: Whether these reductions are] caused by an overall economic [removed: decline] [added: downturn] or declines in certain [removed: industries or in certain countries and] [added: countries,] regions [added: and industries] in which we [removed: operate) could adversely impact] [added: operate,] our commission and fee revenues, consulting [removed: revenues] [added: revenues,] or revenues from managing third-party insurance [removed: claims.][added: claims could be adversely impacted.]

Further, a [removed: slowdown in the global economy, including a recession, or in a particular region or industry, inflation or a] tightening of [removed: the] credit [added: or capital] markets could negatively impact our business, financial condition and liquidity, including our ability to continue to access preferred sources of liquidity when needed and under similar terms, which may increase our [removed: borrowing] [added: capital] costs.

[removed: In addition, we] [added: We] could [added: also] experience losses on [removed: our] holdings of cash and investments due to failures of financial institutions and other counterparties.

We have a significant amount of receivables from certain of the underwriting enterprises with which we place [removed: insurance.][added: insurance and reinsurance.]

The failure of an underwriting enterprise with which we place business could result in [removed: errors and omissions] [added: E&O] claims against us by our clients.

Further, the failure of [removed: errors and omissions] [added: E&O] underwriting enterprises could make the [removed: errors and omissions] [added: E&O] insurance we rely upon cost prohibitive or unavailable.

Underwriting enterprises are also clients of [removed: our reinsurance brokerage operations,] [added: Gallagher Re,] so any of the negative developments for underwriting enterprises referred to above could also reduce our commission revenues from such clients.

In addition, if underwriting enterprises [removed: merge or if a large underwriting enterprise fails] [added: merge, fail,] or [removed: withdraws] [added: withdraw] from offering certain lines of coverage, for example, because of large payouts related to climate [removed: change] or [added: weather events or] other emerging risk areas, overall risk-taking capital capacity could be negatively affected, which could reduce our ability to place certain lines of [removed: coverage and] [added: coverage,] reduce demand from the insurance company clients of [removed: our reinsurance operations] [added: Gallagher Re] and, as a result, reduce our revenues and profitability.

Such [removed: a disruption] [added: disruptions] could be caused by [removed: a] [added: various factors, such as] cybersecurity [removed: incident] [added: incidents] (for example, as disclosed in previous filings, we experienced a ransomware attack in 2020), [added: security breaches,] human error, capacity constraints, hardware [removed: failure] [added: failures] or [removed: defect,] [added: defects,] natural disasters, [added: climate and weather events,] pandemics, [removed: fire,] [added: fires,] power [removed: loss,] [added: outages,] telecommunication failures, break-ins, sabotage, intentional acts of vandalism, acts of terrorism, civil disruption, political violence and [removed: unrest in the U.S. or elsewhere around the world,] [added: unrest,] or war.

[removed: Our disaster recovery procedures may not be effective and] [added: Additionally,] insurance may not continue to be available at reasonable prices and may not address all [removed: such] [added: potential] losses or compensate us for the possible loss of clients or increase in claims and lawsuits directed against us.

However, such factors could potentially affect our operations [removed: there in the future.]

[removed: Should] [added: If] our access to these services [removed: be] [added: is] disrupted, our client relationships could be harmed, our liability for [removed: errors and omissions] [added: E&O] could increase, and our reputation could be damaged, causing our business, operating results and financial condition to be adversely affected.

We can provide no assurance that we will be able to successfully integrate the [removed: reinsurance] operations [removed: acquired from] [added: of acquisitions that are larger than our usual tuck-in acquisitions, such as] Willis [removed: Towers Watson plc,] [added: Re, Buck, Eastern Insurance, Cadence Insurance and My Plan Manager,] that [removed: the acquired operations] [added: they] will perform as expected, or that we will not incur unforeseen obligations or liabilities.

[added: Integration efforts relating] to [removed: the Willis Re acquisition] [added: larger acquisitions] are [added: more] complex, including with respect to technology [removed: and IT] systems, which may divert management’s attention and [removed: resources, which] [added: resources and] could adversely affect our operating results.

In addition, we have made certain assumptions relating to [removed: the Willis Re acquisition, which assumptions] [added: these acquisitions that] may be inaccurate, including as a result of the failure to realize [removed: the] expected [removed: benefits of the Willis Re acquisition,] [added: benefits,] higher than expected integration costs and unknown liabilities as well as general economic and business [removed: conditions that adversely affect the combined company following the acquisition of Willis Re.][added: conditions.]

These assumptions relate to various matters, [removed: including:] [added: including] projections of future [added: revenues, non-GAAP measures,] expenses and expense [removed: allocation relating to the Willis Re acquisition and the acquired assets;] [added: allocation;] our ability to maintain, develop and deepen relationships with employees, including key brokers, and [removed: customers associated with the acquired assets;] [added: clients;] the amount of goodwill and [removed: intangibles that will result from the acquisition of the Willis Re acquisition;] [added: intangibles;] and other [added: unforeseen compliance,] financial and strategic [removed: risks of the Willis Re acquisition.][added: risks.]

We may not be able to continue such [removed: an] acquisition strategy in the future and there are risks associated with such acquisitions, which could adversely affect our growth and results of operations.

Failure to successfully identify and complete acquisitions [removed: likely] would [added: likely] result in [removed: us achieving] slower growth.

Continuing consolidation in our industry and [removed: growing] [added: a high level of] interest in acquiring insurance brokers on the part of private equity firms, private equity-backed consolidators and newly public insurance brokers [removed: has] [added: has,] in some [removed: cases made] [added: cases, made,] and could in the future [removed: make] [added: make,] appropriate acquisition targets more difficult to identify and more expensive.

See [added: also] Note 3 to our [removed: 2022] [added: 2023] consolidated financial statements for information regarding the size of transactions in the reporting period.

Post-acquisition risks include poor cultural fit and risks relating to retention of personnel, retention of clients, entry into unfamiliar or complex markets or lines of business, contingencies or liabilities, such as violations of sanctions laws or anti-corruption laws including the FCPA and U.K. Bribery Act, risks relating to ensuring compliance with licensing and regulatory requirements, tax and accounting issues, the risk that an acquisition distracts management and personnel from our existing business, and integration difficulties relating to accounting, information [removed: technology,] [added: technology (which we refer to as IT),] pay equity, [removed: human resources,] or [removed: employee attrition, some or all of which could have an adverse effect on our results of operations and growth.]

Negative perceptions or publicity regarding [removed: the matters noted above,] [added: these matters,] including our association with clients or business partners with damaged reputations, or from actual or alleged conduct by us or our employees, [added: including corruption or bribery allegations (for example, those in connection with the previously-disclosed investigation of our business in Ecuador) or cybersecurity incidents (for example, as disclosed in previous filings, we experienced a ransomware attack in 2020)] could damage our reputation.

Our reputation could also be harmed by negative perceptions or publicity regarding [removed: ESG,] [added: sustainability or ESG matters,] including concerns with [removed: environmental matters,] [added: environmental,] climate change, workforce diversity, political spending, pay equity, harassment, racial justice, cybersecurity and data [removed: privacy,] [added: privacy matters,] as well as backlash against [added: sustainability or] ESG initiatives generally.

See below for additional risk factors regarding climate [removed: risks] [added: change] and ESG initiatives and disclosures.

Our ESG-related aspirations, goals and initiatives, and our [removed: public] statements and disclosures regarding [removed: them,] [added: ESG-related matters,] expose us to numerous risks.

Our business [removed: may face] [added: faces] increased scrutiny from the investment community, clients, employees, [removed: other stakeholders,] potential acquisition targets, regulators and [removed: the media] [added: other stakeholders] related to our ESG [removed: activities, including our goal to reach Net Zero carbon emissions in our direct operations (Scope 1 and Scope 2) by 2050, other goals, targets and objectives we may announce in the future, and our methodologies and timelines for pursuing them.][added: activities.]

Our future success depends, in part, on our ability to anticipate and respond effectively to the [removed: threat] [added: risks] and [removed: opportunity] [added: opportunities] presented by digital disruption, “big data” and data analytics, [added: AI] and other developments in technology.

These may include new applications or insurance-related services based on [removed: artificial intelligence,] [added: AI (e.g., generative AI,] machine [removed: learning,] [added: learning),] robotics, blockchain, the metaverse or new approaches to data mining that impact the nature of how we generate revenue.

We may be exposed to competitive risks related to the adoption and application of new technologies by established market participants (for example, through disintermediation or use of the metaverse) or new entrants such as technology companies, “Insurtech” start-up [removed: companies] [added: companies,] and others.

These new entrants are focused on using technology and [removed: innovation, including artificial intelligence and blockchain,] [added: innovation] in an attempt to simplify and improve the client [removed: experience,] [added: experience,] increase efficiencies, alter business models and effect other potentially disruptive changes in the industries in which we operate.

If we cannot offer new technologies or data analytics solutions as quickly as our competitors, or if our competitors develop more cost-effective technologies, data analytics solutions or other product offerings, we could experience a material adverse effect on our operating results, client relationships, [removed: growth] [added: growth,] and compliance programs.

Global economic and geopolitical events, such as inflation, monetary policy responses and changing interest rates; a recession or economic downturn, political violence, and instability, including geo-economic fragmentation, could adversely affect our results of operations and financial condition.

We face additional risks relating to acquisitions that are larger than our usual tuck-in acquisitions, including that these acquisitions will not perform as expected and that we cannot successfully integrate complex operations.

We are subject to risks associated with AI.

operations and financial condition.

We are subject to a number of contingencies and legal proceedings which, if determined unfavorably to us, would adversely affect our financial results.

While moderate inflation generally benefits our industry by increasing insurable asset values, increased inflation and higher interest rates have had far-reaching negative effects on the global economy during the past several years.

Geopolitical conflicts such as the wars in Ukraine and the Middle East, geo-economic fragmentation, climate change, the transition to a low-carbon economy, political crises like potential U.S. governmental shutdowns or gridlock over increasing the U.S. debt ceiling, and political violence and instability worldwide could also weigh negatively on the economy.

A recession or decline in economic activity, for these and any other reasons, could adversely impact us in future periods.

This could happen, for example, if our clients reduce the amount of insurance coverage, reinsurance coverage, consulting services or

claims administration services they purchase due to reductions in headcount, payroll, or replacement and asset values, among other factors.

Some of our clients may also experience liquidity problems or other financial difficulties due to tightening credit markets or lower levels of economic activity.

If our clients file for bankruptcy, liquidate their operations, consolidate or are generally unable to meet their obligations, our revenues, ability to collect receivables and liquidity could be adversely impacted, which could have an adverse effect on our results of operations and financial condition.

Uncertain economic conditions have created volatility in the U.S. and other markets where we operate.

A rise in the cost of labor, cost of capital, or interest and tax rates, among other things, could negatively impact our operating and general and administrative expenses.

We have no or limited control over such developments.

Lower interest rates in the future could reduce investment earnings on our cash, revenue from our premium financing operations and short-term investments of fiduciary and operating funds.

In addition, lower levels of inflation in the future may reduce our revenue growth by slowing the increase in insurable asset values.

Underwriting enterprises are also clients of Gallagher Re and, as such, any of the negative developments for underwriting enterprises referred to above could also reduce our commission revenues from such clients.

See the risk factor below regarding larger acquisitions.

human resources, some or all of which could have an adverse effect on our results of operations and growth.

We face additional risks relating to acquisitions that are larger than our usual tuck-in acquisitions described above.

Negative publicity resulting from one of our marketing partnerships (for example, with a sports team or league) could damage our brand and/or our reputation.

Negative publicity may be posted on social media or other Internet forums, whether or not true, and the speed and pervasiveness with which information can be disseminated through these channels, in particular social media, may magnify the risks noted above.

As we venture into new jurisdictions and markets globally, negative reputational events (whether arising from regulatory matters or otherwise) may have a disproportionate impact in locations or markets where our employee and client presence is limited.

Any negative publicity could potentially hinder our growth prospects in such locations or markets.

The increased focus on ESG issues has made compliance with regulations, frameworks and stakeholder expectations increasingly complex.

This includes scrutiny regarding our goal to reach Net Zero carbon emissions in our direct operations (Scope 1 and Scope 2) by 2050 and our interim goal of 50% reduction in our Scope 1 and Scope 2 carbon emissions, on a per employee basis, by 2030.

We anticipate the same level of scrutiny with respect to any other goals, targets and objectives we may announce in the future, and our methodologies and timelines for pursuing them.

Heightened scrutiny has increased the risk that we could be perceived as, or accused of, making inaccurate or misleading statements, commonly referred to as “greenwashing.” If our ESG practices and disclosures do not comply with regulations or align with stakeholder expectations and standards, which are continuously evolving, our reputation, our ability to attract or retain employees and our attractiveness as an investment, business partner or as an acquirer could be negatively impacted.

See also “We are subject

to regulation worldwide.

If we fail to comply with regulatory requirements or if regulations change in a way that adversely affects our operations, we may not be able to conduct our business, or we may be less profitable.”

See also “We are subject to risks associated with AI.”

We are subject to risks associated with AI.

We use AI in our business, including with respect to services provided to our clients.

We have internal policies governing the use of AI by our employees designed to protect the company from breaches of data privacy, E&O liability and regulatory enforcement risk; however, our employees could violate these policies and expose us to such risks.

Furthermore, our exposure to these risks may increase if our vendors, suppliers, or other third-party providers employ AI in relation to the products or services they provide to us, as we have limited control over such use in third-party products or services.

These risks include, among others, the input of confidential information, including material non-public information, in contravention of our policies or contractual restrictions to which any of the foregoing are subject, or in violation of applicable laws or regulations, including those relating to data protection.

This could result in such information becoming part of a dataset that is accessible by other third-party AI applications and users.

Additionally, AI heavily relies on the collection and analysis of extensive data sets.

We face risks relating to our acquisition of Willis Re.

operations.

reputation.

A recession or economic downturn, as well as unstable economic conditions in the countries and regions in which we operate, could adversely affect our results of operations and financial condition.

Increased inflation and interest rates may hinder economic growth in the U.S. and could have far reaching effects on the global economy.

Furthermore, as central banks worldwide simultaneously raise interest rates to combat inflation, economic growth may also deteriorate in Europe, China and other geographies.

A recession or decline in economic activity for these and any other reasons (including repercussions from the war in Ukraine, climate change, the transition to a low-carbon economy, or uncertainty caused by a political crisis over the debt ceiling in the U.S. or political

violence and chaos around the world), could adversely impact us in future periods as a result of reductions in the amount of insurance coverage, reinsurance coverage, consulting services or claims administration services that our clients purchase due to reductions in headcount, payroll, properties, and the market values of assets, among other factors.

Some of our clients may experience liquidity problems or other financial difficulties in the event of a prolonged deterioration in the economy, which could have an adverse effect on our results of operations and financial condition.

If our clients become financially less stable, enter bankruptcy, liquidate their operations or consolidate, our revenues and collectability of receivables could be adversely affected.

Moreover, U.S. and global economic conditions have created market uncertainty and volatility.

Such general economic conditions, such as inflation, stagflation, political volatility, rising cost of labor, cost of capital, interest rates and tax rates, affect our operating and general and administrative expenses, and we have no control or limited ability to control such factors.

Thus, a deterioration of macroeconomic conditions in the U.S. and globally could adversely affect our business, results of operations or financial condition.

We face risks relating to our acquisition of Willis Re.

Upon completion of the Willis Re acquisition on December 1, 2021, we paid Willis Towers Watson plc an initial gross purchase price of $3.17 billion.

Under the terms of the purchase agreement, the purchase price is subject to potential additional deferred consideration of up to $750 million, payable in 2025 based on revenues of the acquired operations in 2024.

Integration efforts relating

See also the risk factor relating to the Willis Re acquisition above.

If our ESG practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, our reputation, our ability to attract or retain employees and our attractiveness as an investment,

business partner or as an acquiror could be negatively impacted.

and actuarial assumptions used to calculate pension and related liabilities.

Although this “reverse branch” model is typical of other brokers

of a similar size, there can be no assurance that the approach of EU regulators will not change.

We currently await the outcome of an industry-wide consultation initiated by the European Insurance and Occupational Pensions Authority (EIOPA) in July 2022, the outcome of which could potentially require us to adjust our plans in relation to the U.K. branch and cause further management distraction and cost;

For example, in response to the OECD recommendations for a global minimum tax, the EU has unanimously agreed to modify its domestic laws before the end of 2023 to comply with BEPS Pillar 2, adopting the various elements of a global minimum tax regime.

Other countries such as the U.K. and Canada have made similar announcements during 2022.

In addition, many jurisdictions adopted stimulus measures in response to COVID-19, many of which offered continued employment benefit subsidies, payroll tax deferrals or tax refunds that have various tax impacts for businesses;

The U.K. and Canada agreed to adopt these rules in the second half of 2022 and the 27 countries of the EU unanimously agreed to adopt these rules in December 2022.

The COVID-19 pandemic has and could continue to adversely affect our business, results of operations and financial condition.

The global spread of COVID-19 created significant volatility, uncertainty and economic disruption.

If more contagious variants of COVID-19 develop and spread in the future, many of the negative impacts of the pandemic could return.

Earlier in the pandemic, the decline in economic activity it caused adversely affected our business, results of operations and financial condition.

Reductions in our clients’ exposure units (such as headcount, payroll, properties, the market values of their assets, and plant, equipment and other asset utilization levels, among other factors) reduced the amount of insurance coverage and consulting and claims administration services they needed.

In addition, earlier in the pandemic, the number of newly arising workers’ compensation and general liability claims, which directly impact our fee revenues in our risk management operation, declined materially.

Certain of our brokerage industry

niches, such as hospitality, transportation, manufacturing and construction, were significantly affected by the economic decline during the pandemic.

If such a decline in economic activity were to return and clients enter bankruptcy, liquidate their operations or consolidate, our revenues and the collectability of our receivables will be adversely affected.

In addition, factors related to the pandemic, including supply chain issues, have contributed to a rise in inflation in the U.S. and around the world that could negatively impact the economy and the capital markets, which could adversely affect our business, results of operations and financial condition.

COVID-19 and the volatile regional and global economic and regulatory conditions stemming from the pandemic, as well as reactions to future pandemics or new strains or resurgences of COVID-19, could also precipitate or aggravate the other risk factors that we identify in this report, which in turn could materially adversely affect our business, financial condition, liquidity, results of operations (including revenues and profitability) and/or stock price.

Further, COVID-19 may also affect our operating and financial results in a manner that is not presently known to us or that we currently do not consider to present significant risks to our operations.

In addition, please see “Information Regarding Non-GAAP Measures and Other” beginning on page [removed: 36] [added: 38] for a reconciliation of the non-GAAP measures for adjusted total revenues, organic commission, fee and supplemental revenues and adjusted EBITDAC to the comparable GAAP measures, as well as other important information regarding these measures.

We are engaged in providing insurance [removed: brokerage and] [added: brokerage, reinsurance brokerage,] consulting services, and third-party property/casualty claims settlement and administration services to entities [removed: in the U.S.] and [removed: abroad.][added: individuals around the world.]

In [removed: 2022,] [added: 2023,] we expanded, and expect to continue to expand, our international operations through both acquisitions and organic growth.

We generate approximately [removed: 65%] [added: 64%] of our revenues for the combined brokerage and risk management segments domestically, with the remaining [removed: 35%] [added: 36%] generated internationally, primarily in the [removed: U.K.,] Australia, Canada, New Zealand and [removed: Bermuda] [added: the U.K.] (based on [removed: 2022] [added: 2023] revenues).

[removed: We have three reportable segments: brokerage,] [added: Brokerage and] risk management [removed: and corporate, which] contributed approximately [removed: 85%, 14%] [added: 86%] and [removed: 1%,] [added: 14%,] respectively, to [removed: 2022] [added: 2023] revenues.

Investment income is generated from invested cash and fiduciary funds, clean energy investments (prior to 2022), and [removed: interest income] [added: revenue] from premium financing.

For information on fiscal [removed: 2021] [added: 2022] results and similar comparisons, see "Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Form 10-K for the fiscal year ended December 31, [removed: 2021.][added: 2022.]

See the reconciliations of non-GAAP measures on page [removed: 34.][added: 36.]

| | | Year [removed: 2022] [added: 2023] | | | | | | | | Year [removed: 2021] [added: 2022] | | | | | | | | Change | | | | | | |

| Net earnings | | $ | [removed: 1,201.8] [added: 1,169.4] | | | | | | | $ | [removed: 1,016.6] [added: 1,201.8] | | | | | | | | [removed: 18] [added: (3] | [removed: %] [added: %)] | | | | |

| Net earnings margin | | | [removed: 16.5] [added: 13.5] | % | | | | | | | [removed: 17.0] [added: 16.5] | % | | | | | | [removed: \-58] [added: \-292] bpts | | | | | | |

| Adjusted EBITDAC margin | | | | | | | [removed: 34.2] [added: 34.3] | % | | | | | | | [removed: 34.1] [added: 34.0] | % | | | | | | [removed: +2] [added: +31] bpts | | |

| Diluted net earnings per share | | $ | [removed: 5.58 | | | $ | 8.19] [added: 5.30] | | | $ | [removed: 4.86] [added: 5.58] | | | $ | [removed: 6.78 | | | | 15 | % | | | 21] [added: (0.28] | [removed: %] [added: )] |

| Revenues before reimbursements | | [removed: $] | [removed: 1,092.6 | | | $ | 1,091.7 | | | $ | 967.6 | | | $ | 952.8] [added: 1,287.6] | | | | [removed: 13] [added: 1,092.6] | [removed: %] | | | [removed: 15] [added: 195.0] | [removed: %] |

| Net earnings | | $ | [removed: 115.8] [added: 154.0] | | | | | | | $ | [removed: 89.5] [added: 115.8] | | | | | | | | [removed: 29] [added: 33] | % | | | | |

| Net earnings margin (before reimbursements) | | | [removed: 10.6] [added: 12.0] | % | | | | | | | [removed: 9.3] [added: 10.6] | % | | | | | | [removed: +125] [added: +136] bpts | | | | | | |

| Adjusted EBITDAC margin (before reimbursements) | | | | | | | [removed: 18.5] [added: 20.0] | % | | | | | | | [removed: 19.0] [added: 18.5] | % | | | | | | [removed: \-54] [added: +158] bpts | | |

| Diluted net earnings per share | | $ | [removed: 0.54] [added: 0.70] | | | $ | [removed: 0.56] [added: 0.74] | | | $ | [removed: 0.43] [added: 0.54] | | | $ | [removed: 0.49] [added: 0.56] | | | | [removed: 26] [added: 30] | % | | | [removed: 14] [added: 32] | % |

| Diluted net loss per share | | $ | [removed: (0.93] [added: (1.58] | ) | | $ | [removed: (1.02] [added: (1.37] | ) | | $ | [removed: (0.92] [added: (0.93] | ) | | $ | [removed: (0.46] [added: (1.02] | ) | | | | | | | | |

| Diluted net earnings per share | | $ | [removed: 5.19] [added: 4.42] | | | $ | [removed: 7.74] [added: 8.76] | | | $ | [removed: 4.37] [added: 5.19] | | | $ | [removed: 6.81] [added: 7.54] | | | | [removed: 19] [added: (15] | [removed: %] [added: %)] | | | [removed: 14] [added: 16] | % |

| Diluted net earnings per share | | $ | [removed: 6.12] [added: 6.00] | | | $ | [removed: 8.75] [added: 10.13] | | | $ | [removed: 5.29] [added: 6.12] | | | $ | [removed: 7.27] [added: 8.56] | | | | [removed: 16] [added: (2] | [removed: %] [added: %)] | | | [removed: 20] [added: 18] | % |

In our corporate segment, net after-tax (loss) earnings from our clean energy investments was [removed: $(9.2)] [added: $(11.5)] million and [removed: $97.4] [added: $(9.2)] million in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

At this time, we anticipate our clean energy investments will produce after-tax losses in [removed: 2023.][added: 2024.]

The following provides information that management believes is helpful when comparing revenues before reimbursements, net earnings, EBITDAC and diluted net earnings per share for [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

[added: In addition, these tables provide reconciliations to the most] comparable GAAP measures for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share.

Reconciliations of EBITDAC for the brokerage and risk management segments are provided on pages [removed: 39] [added: 42] and [removed: 45] [added: 48] of this filing.

| Segment | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | Chg | | |

| [removed: | |] (In millions, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | |]

| Brokerage, as reported | | $ | [removed: 7,303.8] [added: 8,637.2] | | | $ | [removed: 5,967.5] [added: 7,303.8] | | | $ | [removed: 1,201.8] [added: 1,169.4] | | | $ | [removed: 1,016.6] [added: 1,201.8] | | | $ | [removed: 2,239.2] [added: 2,595.8] | | | $ | [removed: 1,957.2] [added: 2,239.2] | | | $ | [removed: 5.58] [added: 5.30] | | | $ | [removed: 4.86] [added: 5.58] | | | | [removed: 15] [added: \-5] | % |

| Net gains on divestitures | | | (12.1 | ) | | | [removed: (18.8] [added: (2.6] | ) | | | (9.5 | ) | | | [removed: (15.0 | ) | | | (12.1] [added: —] | [removed: )] | | | [removed: (18.8] [added: (9.5] | ) | | | (0.05 | ) | [removed: | | (0.07 | ) | | | | |]

| Acquisition integration | | | — | | | | — | | | | [removed: 132.7] [added: 184.5] | | | | [removed: 25.2] [added: 132.7] | | | | [removed: 167.9] [added: 243.7] | | | | [removed: 31.7] [added: 167.9] | | | | [removed: 0.62] [added: 0.84] | | | | [removed: 0.12] [added: 0.62] | | | | | |

| Workforce and lease termination | | | — | | | | — | | | | [removed: 40.2] [added: 48.0] | | | | [removed: 18.0] [added: 40.2] | | | | [removed: 48.9] [added: 63.4] | | | | [removed: 20.6] [added: 48.9] | | | | [removed: 0.19] [added: 0.22] | | | | [removed: 0.09] [added: 0.19] | | | | | |

| Acquisition related adjustments | | | — | | | | — | | | | [removed: 56.0] [added: 278.8] | | | | [removed: 86.4] [added: 56.0] | | | | [removed: 46.8] [added: 69.3] | | | | [removed: 27.4] [added: 46.8] | | | | [removed: 0.26] [added: 1.27] | | | | [removed: 0.42] [added: 0.26] | | | | | |

| Amortization [removed: on] [added: of] intangible assets | | | — | | | | — | | | | [removed: 342.3] [added: 392.3] | | | | [removed: 312.0] [added: 342.3] | | | | — | | | | — | | | | [removed: 1.59] [added: 1.79] | | | | [removed: 1.50] [added: 1.59] | | | | | |

| Levelized foreign currency translation | | | — | | | | [removed: (157.2 | ) | | | — | | | | (28.2 | ) | | | — | | | | (41.1 | ) | | | — | | | | (0.14] [added: (18.2] | ) | | | | |

| Risk Management, as reported | | | [removed: 1,092.6] [added: 1,287.6] | | | | [removed: 967.6] [added: 1,092.6] | | | | [removed: 115.8] [added: 154.0] | | | | [removed: 89.5] [added: 115.8] | | | | [removed: 193.8] [added: 253.4] | | | | [removed: 177.1] [added: 193.8] | | | $ | [removed: 0.54] [added: 0.70] | | | $ | [removed: 0.43] [added: 0.54] | | | | [removed: 26] [added: 30] | % |

| Net gains on divestures | | | [removed: (0.9] [added: (0.4] | ) | | | [removed: (0.1] [added: (0.9] | ) | | | [removed: (0.6] [added: (0.3] | ) | | | [removed: (0.1] [added: (0.6] | ) | | | [removed: (0.9] [added: (0.4] | ) | | | [removed: (0.1] [added: (0.9] | ) | | | — | | | | — | | | | | |

| Workforce and lease termination | | | — | | | | — | | | | [removed: 4.8] [added: 2.5] | | | | [removed: 6.0] [added: 4.8] | | | | [removed: 6.4] [added: 3.4] | | | | [removed: 7.1] [added: 6.4] | | | | [removed: 0.02] [added: 0.01] | | | | [removed: 0.03] [added: 0.02] | | | | | |

| Acquisition related adjustments | | | — | | | | — | | | | [removed: (5.8] [added: 0.4] | [removed: )] | | | [removed: 2.1] [added: (5.8] | [added: )] | | | [removed: 0.4] [added: 0.5] | | | | 0.4 | | | | [removed: (0.03] [added: —] | [removed: )] | | | [removed: 0.01] [added: (0.03] | [added: )] | | | | |

We have three reportable segments: brokerage, risk management and corporate.

The corporate segment generated revenues from our clean energy investments until 2022, during which we ran-off existing chemical supplies as part of the wind down of such investments’ operations, after our ability to generate additional tax credits from qualified refined coal pursuant to IRC Section 45 ended in December 2021.

| Revenues | | $ | 8,637.2 | | | $ | 8,627.6 | | | $ | 7,303.8 | | | $ | 7,266.6 | | | | 18 | % | | | 19 | % |

| Organic revenues | | | | | | $ | 7,753.9 | | | | | | | $ | 7,122.6 | | | | | | | | 8.9 | % |

| Adjusted EBITDAC | | | | | | $ | 2,962.6 | | | | | | | $ | 2,472.5 | | | | | | | | 20 | % |

| Revenues before reimbursements | | $ | 1,287.6 | | | $ | 1,287.2 | | | $ | 1,092.6 | | | $ | 1,086.8 | | | | 18 | % | | | 18 | % |

| Organic revenues | | | | | | $ | 1,254.2 | | | | | | | $ | 1,082.8 | | | | | | | | 15.8 | % |

| Adjusted EBITDAC | | | | | | $ | 257.9 | | | | | | | $ | 200.6 | | | | | | | | 29 | % |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net gains on divestitures | | | (9.6 | ) | | | (12.1 | ) | | | (7.2 | ) | | | (9.5 | ) | | | (9.6 | ) | | | (12.1 | ) | | | (0.03 | ) | | | (0.05 | ) | | | | |

| Effective income tax rate impact | | | — | | | | — | | | | — | | | | (26.0 | ) | | | — | | | | — | | | | — | | | | (0.13 | ) | | | | |

| Brokerage, as adjusted * | | | 8,627.6 | | | | 7,266.6 | | | | 2,065.8 | | | | 1,723.7 | | | | 2,962.6 | | | | 2,472.5 | | | | 9.39 | | | | 8.00 | | | | 17 | % |

| Risk Management, as adjusted * | | | 1,287.2 | | | | 1,086.8 | | | | 162.9 | | | | 119.5 | | | | 257.9 | | | | 200.6 | | | | 0.74 | | | | 0.56 | | | | 32 | % |

| Corporate related adjustments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (see page 55) | | | — | | | | — | | | | 54.8 | | | | (19.5 | ) | | | 82.6 | | | | 28.4 | | | | 0.21 | | | | (0.09 | ) | | | | |

| Total Company, as adjusted * | | $ | 9,916.5 | | | $ | 8,377.1 | | | $ | 1,926.1 | | | $ | 1,622.1 | | | $ | 3,009.5 | | | $ | 2,535.0 | | | $ | 8.76 | | | $ | 7.54 | | | | 16 | % |

| Management, as adjusted * | | $ | 9,914.8 | | | $ | 8,353.4 | | | $ | 2,228.7 | | | $ | 1,843.2 | | | $ | 3,220.5 | | | $ | 2,673.1 | | | $ | 10.13 | | | $ | 8.56 | | | | 18 | % |

* For the year ended December 31, 2023, the pretax impact of the brokerage segment adjustments totals $1,192.0 million, mostly due to non-cash period expenses related to intangible amortization and acquisition earnout payable adjustments, with a corresponding adjustment to the provision for income taxes of $295.6 million relating to these items.

| Brokerage, as reported | | $ | 1,571.0 | | | $ | 401.6 | | | $ | 1,169.4 | | | $ | 6.3 | | | $ | 1,163.1 | | | $ | 5.30 | |

| Net gains on divestitures | | | (9.6 | ) | | | (2.4 | ) | | | (7.2 | ) | | | — | | | | (7.2 | ) | | | (0.03 | ) |

| Acquisition integration | | | 243.7 | | | | 59.2 | | | | 184.5 | | | | — | | | | 184.5 | | | | 0.84 | |

| Workforce and lease termination | | | 63.8 | | | | 15.8 | | | | 48.0 | | | | — | | | | 48.0 | | | | 0.22 | |

| Acquisition related adjustments | | | 370.5 | | | | 91.7 | | | | 278.8 | | | | — | | | | 278.8 | | | | 1.27 | |

| Amortization of intangible assets | | | 523.6 | | | | 131.3 | | | | 392.3 | | | | — | | | | 392.3 | | | | 1.79 | |

| Brokerage, as adjusted | | $ | 2,763.0 | | | $ | 697.2 | | | $ | 2,065.8 | | | $ | 6.3 | | | $ | 2,059.5 | | | $ | 9.39 | |

| Risk Management, as reported | | $ | 209.3 | | | $ | 55.3 | | | $ | 154.0 | | | $ | — | | | $ | 154.0 | | | $ | 0.70 | |

| Acquisition integration | | | 1.0 | | | | 0.3 | | | | 0.7 | | | | — | | | | 0.7 | | | | — | |

| Workforce and lease termination | | | 3.4 | | | | 0.9 | | | | 2.5 | | | | — | | | | 2.5 | | | | 0.01 | |

| Acquisition related adjustments | | | 0.5 | | | | 0.1 | | | | 0.4 | | | | — | | | | 0.4 | | | | — | |

| Risk Management, as adjusted | | $ | 221.5 | | | $ | 58.6 | | | $ | 162.9 | | | $ | — | | | $ | 162.9 | | | $ | 0.74 | |

| Corporate, as reported | | $ | (595.2 | ) | | $ | (237.8 | ) | | $ | (357.4 | ) | | $ | (9.8 | ) | | $ | (347.6 | ) | | $ | (1.58 | ) |

| Transaction-related costs | | | 22.6 | | | | 4.9 | | | | 17.7 | | | | — | | | | 17.7 | | | | 0.08 | |

| Legal and tax related | | | 48.0 | | | | 21.8 | | | | 26.2 | | | | — | | | | 26.2 | | | | 0.12 | |

| Clean energy related | | | 12.0 | | | | 1.1 | | | | 10.9 | | | | 7.6 | | | | 3.3 | | | | 0.01 | |

| Corporate, as adjusted | | $ | (512.6 | ) | | $ | (210.0 | ) | | $ | (302.6 | ) | | $ | (2.2 | ) | | $ | (300.4 | ) | | $ | (1.37 | ) |

| Effective income tax rate impact | | | — | | | | 26.0 | | | | (26.0 | ) | | | — | | | | (26.0 | ) | | | (0.13 | ) |

| Brokerage, as adjusted | | $ | 2,310.3 | | | $ | 586.6 | | | $ | 1,723.7 | | | $ | 4.4 | | | $ | 1,719.3 | | | $ | 8.00 | |

Acquisition of My Plan Manager, Cadence Insurance, Eastern Insurance and Buck

On December 6, 2023, we acquired all of the issued and outstanding shares of My Plan Manager.

See Note 3 to our 2023 consolidated financial statements for information on the purchase price consideration paid to acquire My Plan Manager.

Our ability to generate additional tax credits from our Section 45 clean energy investments ended in December 2021.

Unless Congress reinstates the law allowing for such tax credits, we do not expect to generate any revenue or earnings from such investments in 2023.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain statements relating to future results which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.

Please see “Information Concerning Forward-Looking Statements” at the beginning of this annual report, for certain cautionary information regarding forward-looking statements and a list of factors that could cause our actual results to differ materially from those predicted in the forward-looking statements.

| | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Revenues | | $ | 7,303.8 | | | $ | 7,291.7 | | | $ | 5,967.5 | | | $ | 5,791.5 | | | | 22 | % | | | 26 | % |

| Organic revenues | | | | | | $ | 6,267.9 | | | | | | | $ | 5,712.0 | | | | | | | | 9.7 | % |

| Adjusted EBITDAC | | | | | | $ | 2,490.7 | | | | | | | $ | 1,977.0 | | | | | | | | 26 | % |

| Organic revenues | | | | | | $ | 1,078.8 | | | | | | | $ | 952.2 | | | | | | | | 13.3 | % |

| Adjusted EBITDAC | | | | | | $ | 201.5 | | | | | | | $ | 181.0 | | | | | | | | 11 | % |

In addition, these tables provide reconciliations to the most

| Brokerage, as adjusted * | | | 7,291.7 | | | | 5,791.5 | | | | 1,763.5 | | | | 1,415.0 | | | | 2,490.7 | | | | 1,977.0 | | | | 8.19 | | | | 6.78 | | | | 21 | % |

| Risk Management, as adjusted * | | | 1,091.7 | | | | 952.8 | | | | 120.2 | | | | 101.0 | | | | 201.5 | | | | 181.0 | | | | 0.56 | | | | 0.49 | | | | 14 | % |

| Loss on extinguishment of debt | | | — | | | | — | | | | — | | | | 12.2 | | | | — | | | | — | | | | — | | | | 0.06 | | | | | |

| Transaction-related costs | | | — | | | | — | | | | 30.7 | | | | 38.5 | | | | 33.4 | | | | 47.9 | | | | 0.14 | | | | 0.19 | | | | | |

| Total Company, as adjusted * | | $ | 8,407.1 | | | $ | 7,885.6 | | | $ | 1,662.6 | | | $ | 1,459.3 | | | $ | 2,554.1 | | | $ | 1,984.4 | | | $ | 7.74 | | | $ | 6.81 | | | | 14 | % |

| Management, as adjusted * | | $ | 8,383.4 | | | $ | 6,744.3 | | | $ | 1,883.7 | | | $ | 1,516.1 | | | $ | 2,692.2 | | | $ | 2,158.0 | | | $ | 8.75 | | | $ | 7.27 | | | | 20 | % |

For the year ended December 31, 2022, the pretax impact of the corporate segment adjustments totals $28.4 million, with a corresponding adjustment to the benefit for income taxes of $47.9 million relating to these items and other tax items noted on page 50.

| Brokerage, as adjusted | | $ | 2,329.4 | | | $ | 565.9 | | | $ | 1,763.5 | | | $ | 4.4 | | | $ | 1,759.1 | | | $ | 8.19 | |

| Brokerage, as reported | | $ | 1,345.5 | | | $ | 328.9 | | | $ | 1,016.6 | | | $ | 8.4 | | | $ | 1,008.2 | | | $ | 4.86 | |

| Net gains on divestitures | | | (18.8 | ) | | | (3.8 | ) | | | (15.0 | ) | | | — | | | | (15.0 | ) | | | (0.07 | ) |

| Acquisition integration | | | 31.7 | | | | 6.5 | | | | 25.2 | | | | — | | | | 25.2 | | | | 0.12 | |

| Workforce and lease termination | | | 22.8 | | | | 4.8 | | | | 18.0 | | | | — | | | | 18.0 | | | | 0.09 | |

| Acquisition related adjustments | | | 109.0 | | | | 22.6 | | | | 86.4 | | | | — | | | | 86.4 | | | | 0.42 | |

| Amortization of intangible assets | | | 407.6 | | | | 95.6 | | | | 312.0 | | | | — | | | | 312.0 | | | | 1.50 | |

| Brokerage, as adjusted | | $ | 1,861.3 | | | $ | 446.3 | | | $ | 1,415.0 | | | $ | 8.4 | | | $ | 1,406.6 | | | $ | 6.78 | |

| Risk Management, as reported | | $ | 120.1 | | | $ | 30.6 | | | $ | 89.5 | | | $ | — | | | $ | 89.5 | | | $ | 0.43 | |

| Acquisition related adjustments | | | 2.7 | | | | 0.7 | | | | 2.0 | | | | — | | | | 2.0 | | | | 0.01 | |

| Risk Management, as adjusted | | $ | 135.5 | | | $ | 34.5 | | | $ | 101.0 | | | $ | — | | | $ | 101.0 | | | $ | 0.49 | |

| Corporate, as reported | | $ | (490.5 | ) | | $ | (339.4 | ) | | $ | (151.1 | ) | | $ | 39.8 | | | $ | (190.9 | ) | | $ | (0.92 | ) |

| Loss on extinguishment of debt | | | 16.2 | | | | 4.0 | | | | 12.2 | | | | — | | | | 12.2 | | | | 0.06 | |

| Transaction-related costs | | | 47.9 | | | | 9.4 | | | | 38.5 | | | | — | | | | 38.5 | | | | 0.19 | |

| Income tax related | | | 9.5 | | | | (34.1 | ) | | | 43.6 | | | | — | | | | 43.6 | | | | 0.21 | |

| Corporate, as adjusted | | $ | (416.9 | ) | | $ | (360.1 | ) | | $ | (56.8 | ) | | $ | 39.8 | | | $ | (96.6 | ) | | $ | (0.46 | ) |

Agreement to Acquire Buck

On December 20, 2022, we signed a definitive agreement to acquire Buck for a gross consideration of $660.0 million or approximately $585.0 million net of agreed seller funded expenses and net working capital.

We expect to fund the transaction via free cash flow and short-term borrowings.

The fourth quarter 2022 survey had not been published as of the filing date of this report.

Overall, we believe that in a positive rate environment with increasing

The following analyses present the hypothetical loss in fair value of the financial instruments held by us at December 31, [removed: 2022] [added: 2023] that are sensitive to changes in interest rates.

The range of changes in interest rates used in the analyses reflects our view of changes that are [removed: reasonably possible over a one‑year period.]

The fair value of our portfolio of cash and cash equivalents as of December 31, [removed: 2022] [added: 2023] approximated its carrying value due to its short-term duration.

The resulting fair values were not materially different from their carrying values at December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $5,848.0] [added: $7,498.0] million of borrowings outstanding under our various senior notes and note purchase agreements.

The aggregate estimated fair value of these borrowings at December 31, [removed: 2022] [added: 2023] was [removed: $4,942.5] [added: $6,840.2] million due to the long-term duration and fixed interest rates associated with these debt obligations.

We estimated market risk as the potential impact on the value of the debt recorded in our consolidated balance sheet based on a hypothetical one-percentage point change in our weighted average borrowing rate as of December 31, [removed: 2022.][added: 2023.]

A one-percentage point decrease would result in an estimated fair value of [removed: $5,284.4] [added: $7,420.6] million, or [removed: $563.6] [added: $77.4] million less than their current carrying value.

A one‑percentage point increase would result in an estimated fair value of [removed: $4,640.7] [added: $6,340.6] million, or [removed: $1,207.3] [added: $1,157.4] million less than their current carrying value.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $60.0] [added: $245.0] million of borrowings outstanding under our Credit Agreement and [removed: $241.9] [added: $289.0] million of borrowings outstanding under our Premium Financing Debt Facility.

Market risk is estimated as the potential increase in fair value resulting from a hypothetical one-percentage point decrease in our weighted average short-term borrowing rate at December 31, [removed: 2022] [added: 2023] and the resulting fair values are not materially different from their carrying value.

Assuming a hypothetical adverse change of 10% in the average foreign currency exchange rate for [removed: 2022] [added: 2023] (a weakening of the U.S. dollar), earnings before income taxes would have increased by approximately [removed: $18.3] [added: $22.6] million.

Assuming a hypothetical favorable change of 10% in the average foreign currency exchange rate for [removed: 2022] [added: 2023] (a strengthening of the U.S. dollar), earnings before income taxes would have decreased by approximately [removed: $31.2] [added: $45.4] million.

We are also subject to foreign currency exchange rate risk associated [added: with the translation of local currencies of our foreign subsidiaries into U.S. dollars.]

During [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] we had several monthly put/call options in place with an external financial institution that were designed to hedge a significant portion of our future [added: Norway and the] U.K. currency revenues through various future payment dates.

In addition, during [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] we had several monthly put/call options in place with an external financial institution that were designed to hedge a significant portion of our Indian currency disbursements through various future payment dates.

Although these hedging strategies were designed to protect us against significant [removed: U.K.] [added: India, Norway] and [removed: Indian] [added: the U.K.] currency exchange rate movements, we are still exposed to some foreign currency exchange rate risk for the portion of the payments and currency exchange rate that are unhedged.

For the year ended December 31, [removed: 2022] [added: 2023] there has been no such effect on our consolidated financial presentation.

The impact of these hedging strategies was not material to our consolidated financial statements for [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

See Note 21 to our [removed: 2022] [added: 2023] consolidated financial statements for the changes in fair value of these derivative instruments reflected in comprehensive earnings in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

reasonably possible over a one‑year period.

Please see Item 1A, “Risk Factors,” for additional information regarding potential foreign exchange rate risks arising from Brexit.

with the translation of local currencies of our foreign subsidiaries into U.S. dollars.

Gallagher & Co. and its subsidiaries, collectively referred to herein as we, our, us or Gallagher, are engaged in providing insurance brokerage, reinsurance brokerage, consulting, and third-party property/casualty claims settlement and administration services to [removed: businesses] [added: entities] and [removed: organizations] [added: individuals] around the world.

We believe that our major strength is our ability to deliver comprehensively structured insurance, [removed: insurance] [added: reinsurance] and risk management solutions, superior claim outcomes and comprehensive consulting services to our clients.

Our brokerage segment operations provide brokerage and consulting services to [removed: businesses and organizations] [added: entities] of all types, including commercial, [removed: not-for-profit,] [added: nonprofit,] public [added: sector] entities, insurance companies and insurance capital providers, [removed: and,] [added: and] to a lesser extent, individuals, in the areas of insurance and reinsurance placements, risk of loss management, and management of employer sponsored benefit programs.

Our risk management segment operations provide contract claim settlement, claim administration, loss control services and risk management consulting for commercial, [removed: not-for-profit,] [added: nonprofit,] captive and public [added: sector] entities, and various other organizations that choose to self-insure property/casualty coverages or choose to use a third-party claims management organization rather than the claim services provided by an underwriting enterprise.

Since our founding in 1927, we have grown from a one-person insurance agency to the world’s [removed: fourth] [added: third] largest insurance broker/risk manager based on [removed: revenues,] [added: market capitalization as of December 31, 2023 and,] according to *Business Insurance* magazine’s July/August [removed: 2022] [added: 2023] edition, to the world’s [removed: third] [added: fourth] largest insurance [removed: broker/risk manager] [added: broker] based on [removed: market capitalization as of December 31, 2022,] [added: revenues,] and one of the world’s largest property/casualty third party claims administrators, according to *Business Insurance* magazine’s May [removed: 2022] [added: 2023] edition.

[removed: We have three reportable segments: brokerage,] [added: The brokerage and] risk management [removed: and corporate, which] [added: segments] contributed approximately [removed: 85%, 14%] [added: 86%] and [removed: 1%,] [added: 14%,] respectively, to [removed: 2022] [added: 2023] revenues.

We generate approximately [removed: 65%] [added: 64%] of our revenues from the combined brokerage and risk management segments in the U.S., with the remaining [removed: 35%] [added: 36%] generated internationally, primarily in [removed: the U.K.,] Australia, [removed: Canada and] [added: Canada,] New [removed: Zealand.][added: Zealand and the U.K. The corporate segment did not generate revenues in 2023.]

Shares of our common stock are traded on the New York Stock Exchange under the symbol “AJG”, and we had a market capitalization at December 31, [removed: 2022] [added: 2023] of approximately [removed: $40.0] [added: $48.7] billion.

Information in this report is as of December 31, [removed: 2022] [added: 2023] unless otherwise noted.

The major sources of our operating revenues are commissions, fees and supplemental and contingent revenues from our brokerage [removed: operations,] [added: operation,] and fees, including performance‑based fees, from our risk management operations.

The corporate segment [removed: generates] [added: generated] revenues from our clean energy [removed: investments.][added: investments through 2022.]

The brokerage segment accounted for [removed: 85%] [added: 86%] of our revenues in [removed: 2022.][added: 2023.]

Our brokerage segment operates through a network of more than [removed: 460] [added: 590] sales and service offices located throughout the U.S. and more than 300 sales and service offices in approximately 60 countries, most of which are in the [removed: U.K.,] Australia, [removed: Canada and] [added: Canada,] New [removed: Zealand.][added: Zealand and the U.K. Most of these offices are fully staffed with sales and service personnel.]

Our retail insurance brokerage operations accounted for 73% of our brokerage segment revenues in [removed: 2022.][added: 2023.]

Our retail brokerage operations are organized and operate within certain key niche/practice groups, which account for approximately [removed: 84%] [added: 78%] of our retail brokerage revenues.

| Affinity | | Equity Advisors | | [removed: Law Firms] [added: Life Sciences] | | Real Estate/Hospitality |

| Automotive | | Financial Institutions | | [removed: Life Sciences] [added: Manufacturing] | | Religious |

| Entertainment | | [removed: Higher] [added: Higher/K12] Education | | Private Client | | [removed: Transportation] [added: Trade Credit/Political Risk] |

Our reinsurance brokerage operations [added: (which we refer to as Gallagher Re)] accounted for 12% of our brokerage segment revenues in [removed: 2022.][added: 2023.]

Our reinsurance brokers assist underwriting enterprises, such as insurance companies and managing general underwriters, to secure protection or reinsurance from another insurance company for a specific risk or class of [removed: risks.][added: risks, including negotiating rates and terms and while sourcing the best-suited contracts available on the market.]

[removed: This acquisition brought to us] [added: Gallagher Re operates from more than 70 offices across 31 countries, with] specialist expertise, underpinned by a portfolio of analytics capabilities including catastrophe modeling, dynamic financial analysis, rating agency analysis and capital [removed: modeling that improved our value][added: modeling.]

Our wholesale insurance brokerage operations accounted for 15% of our brokerage segment revenues in [removed: 2022.][added: 2023.]

These brokers operate through approximately [removed: 300] [added: 147] offices primarily located across the U.S., Bermuda and through our approved Lloyd’s of London brokerage operation.

In certain cases we act as a brokerage wholesaler, and in other cases we act as a managing general agent or managing general [removed: underwriter] [added: underwriter,] distributing specialized insurance coverages for underwriting enterprises.

We [removed: anticipate growing] [added: believe] our [added: growth prospects for our] wholesale brokerage operations [removed: by] [added: depend on] increasing the number of broker-clients, developing new managing general agency and underwriter programs, and through mergers and acquisitions.

Our risk management segment accounted for 14% of our revenues in [removed: 2022.][added: 2023.]

Approximately 62% of our risk management segment’s revenues are from workers’ compensation-related claims, 31% are from general and commercial auto liability-related claims and 7% are from property-related claims in [removed: 2022.][added: 2023.]

Risk management services are primarily marketed [removed: directly] [added: on an independent basis from our brokerage operations,] to Fortune 1000 companies, larger middle-market companies, [removed: not for profit organizations and] [added: nonprofit organizations,] public [removed: entities on an independent basis from our brokerage operations.][added: sector entities, and underwriting enterprises, such as insurance carriers and captives.]

We manage our third party claims adjusting operations through a network of more than [removed: 50] [added: 40] offices located throughout [removed: the U.S.,] Australia, [removed: the U.K.,] [added: Canada,] New [removed: Zealand] [added: Zealand, the U.K.] and [removed: Canada.][added: the U.S. Most of these offices are fully staffed with claims adjusters and other service personnel.]

While this segment complements our brokerage [removed: and consulting] offerings, approximately [removed: 91%] [added: 93%] of our risk management segment’s revenues come from clients not affiliated with our brokerage operations, such as underwriting enterprises and clients of other insurance brokers.

We have investments in limited liability companies that own or [removed: have] owned 35 commercial clean coal production facilities that are qualified to produce refined coal using Chem-Mod LLC’s proprietary technologies.

These operations produced refined coal that we believe qualifies for tax credits under [removed: Internal Revenue Code Section 45 (which we refer to as] IRC Section [removed: 45).][added: 45.]

We own 46.5% of Chem-Mod LLC [added: and are its controlling managing member.]

We also have a 12.0% noncontrolling interest in [added: two] dormant, privately-held, enterprises, C-Quest Technology LLC and C-Quest Technologies International LLC (which we refer to together as, C-Quest), which own technologies that reduce carbon dioxide emissions created by burning fossil fuels.

We operate as a retail commercial property and casualty broker throughout [removed: 43] [added: 39] locations in Australia, [removed: 50] [added: 44] locations in Canada and [removed: 39] [added: 33] locations in New Zealand.

In the U.K., we operate as a retail broker from approximately [removed: 103] [added: 88] locations.

See the [removed: previous] discussion [added: below] regarding our “Global Reinsurance Brokerage Operations.”

[removed: Through] [added: Between our direct operations and] this global network of correspondent insurance brokers and consultants, we are able to serve our clients’ coverage and service needs in approximately 130 countries around the world.

[removed: Captive Underwriting Enterprises -] We have ownership interests in several underwriting enterprises based in the U.S., Bermuda, Gibraltar, [removed: Guernsey,] [added: Guernsey and] Isle of Man [removed: and Malta] that primarily operate segregated account “rent-a-captive” facilities.

See Note 18 to our [removed: 2022] [added: 2023] consolidated financial statements for additional financial information related to the insurance activity of our wholly owned underwriting enterprise subsidiary for [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

Our ability to generate tax credits from qualified refined coal pursuant to Internal Revenue Code Section 45 (which we refer to as IRC Section 45) ended in December 2021, and in 2022 we ran off existing chemical supplies as part of the wind down of such investments’ operations, which generated some revenues.

We report our results in three segments: brokerage, risk management and corporate.

| Construction | | Global Risks | | Nonprofit | | Retail and Services |

| Energy | | Healthcare | | Personal | | Technology & Communications |

| Environmental | | Law Firms | | Public Sector | | Transportation |

Additionally, through Gallagher Securities, Gallagher Re provides capital markets services, including acting as underwriter, with respect to insurance‑linked securities, weather derivatives, capital raising and selected merger and acquisition advisory activities.

We anticipate growing Gallagher Re by increasing the number of underwriting enterprise clients, deepening our relationships with current underwriting enterprise clients, developing new products, further building out our facultative capabilities, and through mergers and acquisitions.

Captive Underwriting Enterprises

In Malta and Ireland, we act as managers of underwriting enterprises.

We wound down our clean investment energy investments’ operations in 2022 and the corporate segment did not generate revenues in 2023.

As a result, the timing of acquisitions and prior to 2022, the variability in the recognition of tax credits generated by our clean energy investments, impact the trends in our quarterly operating results.

Additionally, we also face competition from insurance and reinsurance carriers that market, distribute and service a portion of their products directly, and in some cases from banks, consulting and accounting firms, and technology companies that can provide alternative risk management products or services.

Our risk management business competes with a number of companies varying in size and scope, including global independent third party claims administrators, regional third party claims administrators, insurance owned claims administrators and legal firms in certain jurisdictions.

We completed over 700 acquisitions from January 1, 2002 through December 31, 2023.

During 2023, we also completed several acquisitions that were larger than our usual tuck-in acquisitions, namely the acquisitions of Buck, Cadence Insurance and Eastern Insurance, within our brokerage segment, and the acquisition of My Plan Manager, within our risk management segment.

Our remaining employees work in our corporate segment, primarily at our headquarters and at Gallagher Centers of Excellence in India.

Hiring and Retention

Since then, our program has grown globally and, during the summer of 2023, we employed approximately 500 interns.

We invest in our employees and aim to offer competitive compensation and benefits packages.

We acknowledge the changing work landscape and promote hybrid work arrangements, aiming to provide our employees with flexibility and work-life balance.

Further, we conduct periodic global engagement surveys that have had increasingly strong participation and positive results.

Employee Learning and Development

We have programs around the world that offer learning and development opportunities to our employees.

For example, the Achieve Gallagher Career Associate Programs are North American career development programs, that combine formal training, with experiential learning to provide participants the knowledge needed to be successful as client service and sales professionals, respectively.

Similarly, we offer development programs outside the U.S., including Australia, India, and the U.K. We provide on‑demand access to over 35,000 globally accessible business skills learning assets across 18 languages.

Inclusion and Diversity

We aim to foster an environment that values and leverages the diverse talents, perspectives and ideas of all employees so they can reach their fullest potential.

As we continue to implement new technology and AI initiatives across our business we also expect to be subject to additional regulations related to the use of such new technologies.

For example, the Corporate Sustainability Reporting Directive (CSRD) became effective in 2022 and we expect that some of our EU subsidiaries will be required to start reporting under the CSRD in 2025.

Further, in 2023 the State of California enacted sweeping climate change disclosure requirements, which may also conflict with the CSRD and the SEC requirements.

We are also subject to several sustainability-related reporting requirements in Canada and the U.K. and expect that similar requirements will be enacted in Australia and other jurisdictions in which we operate.

Our compliance with these frameworks and regulations have required, and will continue to require, significant resources.

All of the revenues of the corporate segment are generated in the U.S.

Our ability to generate additional tax credits from our Section 45 clean energy investments ended in December 2021.

Most of these offices are fully staffed with sales and service

personnel.

| Construction | | Global Risks | | Not-for-Profit | | Technology |

| Energy | | Healthcare | | Personal | | Trade Credit/Political Risk |

| Environmental | | K12 Education | | Public Entity | | |

These underwriting enterprises purchase reinsurance, among other reasons, to limit liability on a specific risk; stabilize their losses; protect themselves against catastrophes; free up cash flow; offer more diverse coverage; or increase their capacity to take on new clients.

We earn a fee or commission to find and place business on behalf of both the underwriting enterprise client or the reinsurer.

Our reinsurance brokers support underwriting enterprises in placing the risk and choosing the most appropriate reinsurer, including negotiating rates while sourcing the best-suited contracts on the market.

On December 1, 2021, we acquired substantially all of Willis Re.

The combined businesses trade as Gallagher Re from more than 70 offices across 31 countries.

proposition worldwide.

Based on revenues, our global reinsurance brokerage operation is the third largest reinsurance broker in the world according to *Business Insurance* magazine’s October 2022 edition.

Based on wholesale premium volume from property/casualty placements, our domestic wholesale brokerage operation ranked as one of the largest specialty intermediaries, including the largest managing general agents/underwriting managers/Lloyds coverholders according to *Business Insurance* magazine’s September 2022 edition.

Most of these offices are fully staffed with claims adjusters and other service personnel.

Based on revenues, our risk management operation ranked as one of the world’s largest property/casualty third party claims administrators according to *Business Insurance* magazine’s May 2022 edition.

The corporate segment accounted for 1% of our revenues in 2022.

The revenues reported by this segment result almost solely from our consolidated clean energy investments.

and are its controlling managing member.

Our risk management operation currently ranks as one of the world’s largest property/casualty third party claims administrators based on revenues, according to *Business Insurance* magazine’s May 2022 edition.

We completed and integrated over 650 acquisitions from January 1, 2002 through December 31, 2022, most of which were within our brokerage segment.

Beginning with the COVID-19 pandemic, many of our employees now work remotely for some or all of their work week and we continue to make investments in support of a hybrid work environment.

We have instituted safety protocols and procedures for employees when they are in an office.

Our remaining employees work in our corporate segment, primarily in our home office and financial services division, as well as in our service centers in India and elsewhere around the world.

Since then, our program has grown globally and we employ more than 400 interns each summer.

In 2022, we acquired a reinsurance operation in China following a deferred closing of the acquisition of Willis Re in that jurisdiction.

Rising global

For example, the Corporate Sustainability Reporting Directive (CSRD) which envisages the adoption of EU sustainability reporting standards to be developed by the European Financial Reporting Advisory Group, with such standards to be tailored to EU policies building on and contributing to international standardization initiatives, was adopted and entered into force in 2022.

The CSRD applies not only to local operations in the EU, but under certain circumstances, to entire global companies that have EU operations.

The CSRD will not apply to our operations in 2023, but we expect to begin assessing our obligations under the CSRD in 2023 as they are expected to be substantial in future years.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

The aggregate market value of the voting common equity held by non-affiliates of the registrant, computed by reference to the last reported price at which the registrant’s common equity was sold on June 30, [removed: 2022] [added: 2023] (the last day of the registrant’s most recently completed second quarter) was [removed: $29,577,349,000.][added: $40,930.3 million.]

The number of outstanding shares of the registrant’s Common Stock, $1.00 par value, as of January 31, [removed: 2023] [added: 2024] was [removed: 212,094,000.][added: 216.8 million.]

Gallagher & Co.’s definitive [removed: 2023] [added: 2024] Proxy Statement are incorporated by reference into this Form 10‑K in response to Part III to the extent described herein.

For example, we may use forward-looking statements when addressing topics such as: the impact of general economic conditions, including significant inflation, [removed: increased] interest rates and market uncertainty; the effects of [removed: political] [added: geopolitical] volatility, including repercussions from the [removed: war] [added: wars] in [removed: Ukraine;] [added: Ukraine and the Middle East;] market and industry conditions, including competitive and pricing trends; acquisition strategy including the expected size of our acquisition program; the expected impact of acquisitions and dispositions and integrating recent acquisitions, including comments regarding the expected benefits of our acquisition of the Willis Towers Watson plc treaty reinsurance brokerage operations (which we refer to as Willis [removed: Re)] [added: Re), BCHR Holdings, L.P.,] and [added: its subsidiaries, dba Buck (which we refer to as Buck), Cadence Insurance, Inc. (which we refer to as Cadence Insurance), Eastern Insurance Group, LLC (which we refer to as Eastern Insurance), My Plan Manager Group Pty Ltd (which we refer to as My Plan Manager), and other acquisitions larger than our typical tuck-in acquisitions and] the expected duration and costs of integrating [removed: Willis Re;] [added: such large acquisitions;] the development and performance of our services and products; changes in the composition or level of our revenues or earnings; our cost structure and the size and outcome of cost-saving or restructuring initiatives; future capital expenditures; future debt levels and anticipated actions to be taken in connection with maturing debt; future debt to earnings ratios; the outcome of contingencies; dividend policy; pension obligations; cash flow and liquidity; capital structure and financial losses; future actions by regulators; the outcome of existing regulatory actions, audits, reviews or litigation; the impact of changes in accounting rules; financial markets; interest rates; foreign exchange rates; matters relating to our operations; income taxes; expectations regarding our investments; human capital management, including diversity and inclusion initiatives, and environmental, social and governance matters, including climate-resilience [added: and climate-advising] products and services and carbon emissions.

Economic conditions that result in financial difficulties for underwriting enterprises or lead to reduced risk-taking capital capacity, [added: for example, as a result of large payouts related to extreme weather events, or to the failure of such enterprises,] including the increased risk of errors and omissions [added: (which we refer to as E&O)] claims against us;

A disaster or other significant disruption to business [removed: continuity,] [added: continuity for our own operations or those of third-parties on which we rely,] including [added: cybersecurity incidents;] natural [removed: disasters and] [added: disasters;] political violence and unrest in the [removed: United States (U.S.)] [added: U.S.] or elsewhere around the world; for example, our substantial operations in India could be negatively impacted as a result of the dispute between India and Pakistan involving the Kashmir region, rising tensions between India and China, [added: or] incidents of terrorism in India, civil unrest or other reasons;

Risks related to Willis Re, [added: Buck, Cadence Insurance, Eastern Insurance, My Plan Manager and other acquisitions larger than our usual tuck-in acquisitions,] including risks related to our ability to successfully integrate operations, the possibility that our assumptions may be inaccurate resulting in unforeseen obligations or [removed: liabilities,] [added: liabilities and] failure to realize the expected benefits of [removed: this acquisition and increased integration costs;][added: these acquisitions;]

Risks that could negatively affect the success of our acquisition strategy, including the impact of current economic uncertainty on our ability to source, review and price acquisitions, continuing consolidation in our industry and [removed: growing] interest in acquiring insurance brokers on the part of private equity firms and newly public insurance brokers, which [removed: could make] [added: makes] it more difficult to identify targets and [removed: could make] [added: in some cases makes] them more expensive, [added: inaccurate assumptions and failure to realize expected benefits;] the risk that we may not receive timely regulatory approval of [removed: desired] [added: pending] transactions, [added: closing risks;] execution risks, integration risks, poor cultural fit, the risk of post-acquisition deterioration leading to intangible asset impairment charges, and the risk we could incur or assume unanticipated liabilities such as cybersecurity issues or those relating to violations of anti‑corruption and sanctions laws;

Damage to our reputation, including as a result of environmental, social and governance (which we refer to as ESG) [removed: matters;][added: matters and the potential for the Internet and social media to magnify the effects of such reputational issues;]

Failure to meet our [added: sustainability and] ESG-related aspirations, goals and [removed: initiatives;][added: initiatives or to comply with increasingly complex climate-related regulations, including increased risks related to “greenwashing”;]

Failure to apply [removed: technology and] [added: technology,] data analytics [added: and AI] effectively in driving value for our clients through technology-based solutions, or failure to gain internal efficiencies and effective internal controls through the application of technology and related tools;

Failure to attract and retain experienced and qualified talent, including our senior management team, or adequately plan [added: and execute] for the succession of such leaders; [added: increased costs resulting from increased compensation and benefits packages as a result of a tighter labor market, and negative effects from restrictions on non-competes at the state and federal level;]

[added: Risks arising from our international operations and changes in international conditions, including the risks posed by political and economic uncertainty in certain countries (including repercussions from the wars in Ukraine and the Middle East), risks related to] maintaining regulatory and legal compliance across multiple jurisdictions (such as those relating to violations of anti‑corruption, sanctions, protectionism, privacy laws and [removed: increased] [added: increasingly complex] regulatory [removed: focus on] [added: requirements related to] climate change and sustainability issues), as well [removed: as] [added: as,] risks related to tariffs, trade wars, [removed: political violence and unrest in the U.S.] or [removed: around the world, or] climate change and other long-term environmental, social and governance matters and global health risks;

Risks related to changes in U.S. or foreign tax laws, including a U.S. or foreign tax rate change, potential changes in guidance related to the U.S. Inflation Reduction Act, the [removed: Organization] [added: Organisation] for Economic Co-operation and Development’s (OECD) global minimum corporate tax regime, and other local policy changes;

Risks particular to our benefit consulting operations, including risks related to the [removed: announced] acquisition of [removed: BCHR Holdings, L.P. and its subsidiaries, dba Buck (which we refer to as Buck);][added: Buck;]

Cyber-attacks or other cybersecurity incidents such as the ransomware incident we publicly disclosed in September 2020 and the heightened risk of such attacks as a result of the [removed: war] [added: wars] in [removed: Ukraine,] [added: Ukraine and the Middle East,] improper disclosure of confidential, personal or proprietary [removed: data;] [added: data] and changes to laws and regulations governing cybersecurity and data privacy;

Violations or alleged violations of the U.S. Foreign Corrupt Practices Act (which we refer to as FCPA), the United Kingdom (U.K.) Bribery Act 2010 or other anti-corruption laws and the Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment [removed: Act (which we refer to as FATCA),] [added: Act,] and the outcome of any existing or future investigation, review, regulatory action or litigation;

[removed: Our failure] [added: Failure] to comply with regulatory requirements, including those related to governance and control requirements in particular jurisdictions, international sanctions, including new sanctions laws as a result of the [removed: war] [added: wars] in [removed: Ukraine,] [added: Ukraine and the Middle East; laws relating to the disclosure of ESG-related matters; laws relating to the use of AI,] or a change in [removed: regulations or enforcement policies that adversely affects our operations (for example, relating to insurance broker compensation methods);]

Risks related to our legacy clean energy investments, including intellectual property claims, environmental and product liability claims, environmental compliance costs and the risk of disallowance by the Internal Revenue Service [removed: (which we refer to as the IRS)] of previously claimed tax credits;

The risk of share ownership dilution when we issue common [removed: stock as consideration for acquisitions and for other reasons;] [added: stock;] and

They involve risks, uncertainties and assumptions, including the risk factors referred to [removed: above, that were amplified by the COVID-19 pandemic, and in the future could be amplified by new strains.][added: above.]

In addition, historical, current and forward-looking sustainability-related or ESG-related statements may be [removed: used] [added: based] on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

A detailed discussion of the factors that could cause actual results to differ materially from our published expectations is contained under the heading “Risk Factors” in [removed: this report] [added: our filings with the Securities] and [added: Exchange Commission (SEC), including our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and] any other reports we file with the [removed: Securities and Exchange Commission (SEC)] [added: SEC] in the future.

For the Fiscal Year Ended December 31, [removed: 2022][added: 2023]

| | Item 1A. | [Risk Factors](#item_1a_risk_factors) | [removed: 10\-29] [added: 11\-30] |

| | Item 1B. | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | [removed: 29] [added: 30] |

| | Item 2. | [Properties](#item_2_properties) | [removed: 29] [added: 30] |

| | Item 3. | [Legal Proceedings](#item_3_legal_proceedings) | [removed: 29] [added: 31] |

| | Item 4. | [Mine Safety Disclosures.](#item_4_mine_safety_disclosures) | [removed: 29] [added: 31] |

| | [Information About Our Executive Officers](#information_about_our_executive_ficers) | | [removed: 30] [added: 31] |

| | Item 5. | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common_equ) | [removed: 31\-32] [added: 32\-33] |

| | Item 6. | [\[Reserved\]](#item_6_reserved) | [removed: 32] [added: 33] |

| | Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | [removed: 32\-65] [added: 33\-66] |

| | Item 7A. | [Quantitative and Qualitative Disclosure about Market Risk](#item_7a_quantitative_qualitative_disclos) | [removed: 65\-66] [added: 66\-68] |

| | Item 8. | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | [removed: 67\-126] [added: 69\-129] |

| | Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | [removed: 122] [added: 126] |

| | Item 9A. | [Controls and Procedures](#item_9a_controls_procedures) | [removed: 122] [added: 126] |

| | Item [removed: 9B] [added: 9B.] | [Other Information](#item_9b_or_information) | [removed: 122] [added: 126] |

| | Item 9C. | [Disclosures Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_disclosures_regarding_foreign) | [removed: 122] [added: 126] |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Global economic and geopolitical events, such as high inflation and related monetary policy responses including increased interest rates; a recession or economic downturn; failures of financial institutions and other counterparties or a potential United States (U.S.) government shutdown or gridlock over increasing the U.S. debt ceiling; political violence, and instability, including geo-economic fragmentation;

Emerging risks relating to the use of artificial intelligence (which we refer to as AI) in our business operations, including regulatory, data privacy and cybersecurity risks;

Risks associated with the use of AI in our business operations, including regulatory, data privacy, cybersecurity, E&O and competition risks;

regulations or enforcement policies that adversely affects our operations (for example, relating to insurance broker compensation methods or restrictions on non-competes);

| | Item 1C. | [Cybersecurity](#cybersecurity) | 30 |

| [Signatures](#signatures) | | | 130 |

| | | | |

A recession or economic downturn, as well as unstable economic conditions, including inflation and related monetary policy responses;

Risks arising from our international operations and changes in international conditions, including the risks posed by political and economic uncertainty in certain countries (including repercussions from the war in Ukraine), risks related to

The spread of COVID-19, including new variants, and its effect on the economy, our employees, our clients, the regulatory environment and our operations;

| [Signatures](#signatures) | | | 127 |

We have implemented a cybersecurity program to assess, identify, and manage risks from cybersecurity threats that could adversely and materially affect the confidentiality, integrity, and availability of our information and information systems.

We maintain administrative, technical, and physical safeguards designed to protect the security and privacy of confidential, personal and proprietary information.

Our cybersecurity program is aligned with notable control frameworks such as the NIST CSF (National Institute of Standard and Technology Cybersecurity Framework) and ISO (International Organization for Standardization) 27001.

Our cybersecurity program leverages people, processes, and technology to identify and respond to cybersecurity threats.

We have a global incident response capability.

We also have established a dedicated vendor assessment team, which employs systems and processes designed to oversee, identify, and reduce the potential impact of a security incident at a third-party vendor, service provider or customer or otherwise implicating the third-party technology and systems we use, as well as a global training and awareness program.

We also continuously test and assess our cybersecurity posture, including through annual third-party risk assessments performed by reputable assessors, consultants and auditors.

A global FAIR (Factor Analysis of Information Risk) assessment is conducted at least annually to update our cybersecurity risks and corresponding mitigations.

Our Chief Information Security Officer (CISO), working together with our Chief Information Officer (CIO), oversees a team of employees dedicated to cybersecurity.

Our CISO receives ongoing updates from the cybersecurity team regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents and regularly reports to the CIO.

Our CISO is an active member of our management-level enterprise risk management committee, which has broad oversight of the company’s enterprise risks, including cybersecurity risks.

In addition, our CIO and CISO both attend regular meetings of the executive officer team, including our Chief Executive Officer, Chief Financial Officer and other senior executive officers, dedicated to compliance and risk, and report on cybersecurity matters as appropriate.

Our Board of Directors has delegated primary responsibility for the oversight of cybersecurity matters to the Risk and Compliance Committee; however, the full board reviews significant cybersecurity matters as appropriate.

Our CIO and CISO report on cybersecurity and information security at each meeting of the Risk and Compliance Committee.

Our CIO has more than 30 years of experience, including from his prior business and technology leadership roles at Aegon N.V., Citigroup, Inc. and JP Morgan Chase & Company.

Our CISO has more than 20 years of cybersecurity experience.

Prior to joining us he was Senior Vice President, Chief Information Security Officer at Brighthouse Financial, served as Technology Vice President & Chief Information Security Officer for GE Healthcare and started his career at Allstate Insurance Company.

He also holds security, privacy and risk certifications, including Certified Information Systems Auditor, Certified Information Security Manager and Certified Information Systems Security Professional.

To date, risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition, and we do not believe that such risks are reasonably likely to have such an effect over the long term.

However, due to evolving cybersecurity threats, we may not be able to protect all information systems and, as an acquisitive organization, integrating information systems as we acquire new businesses may expose us to unexpected liabilities or increase our vulnerability.

Additional information on cybersecurity risks we face is discussed in Item 1A of Part I, “Risk Factors,” which should be read in conjunction with the foregoing information.

[removed: See] Notes 15 and 17 to our [removed: 2022] [added: 2023] consolidated financial statements for information with respect to our lease commitments as of December 31, [removed: 2022.][added: 2023.]

See

| J. Patrick Gallagher, Jr. | | [removed: 70] [added: 71] | | Chairman since 2006, [removed: President since 1990,] Chief Executive Officer since [removed: 1995] [added: 1995, President 1990 - 2024] |

| Walter D. Bay | | [removed: 60] [added: 61] | | Corporate Vice President, General Counsel, Secretary since 2007 |

| Mark H. Bloom | | [removed: 58] [added: 59] | | Corporate Vice President and Global Chief Information Officer since 2022. Global Chief Information Officer at Aegon N.V., 2016 - 2021 |

| Joel D. Cavaness | | [removed: 61] [added: 62] | | [added: Chairman, Americas Specialty (Wholesale Brokerage) since 2024,] Corporate Vice President since 2000, President of our Wholesale Brokerage Operation since 1997 [added: - 2024] |

| Patrick M. Gallagher | | [removed: 43] [added: 44] | | [added: Executive Vice President, Chief Operating Officer since 2024,] Corporate Vice President and President of Property/Casualty Brokerage Operation in the Americas [removed: since 2021,] [added: 2021 - 2024,] Chairman, Canada and Caribbean and CEO of Latin America 2019 - 2021, President, Midwest Region of Property/Casualty Brokerage Operation 2016 - 2019 |

| Thomas J. Gallagher | | [removed: 64] [added: 65] | | [removed: Corporate Vice] President since [removed: 2001,] [added: 2024, President of our Global Property/Casualty Brokerage Operations 2017 - 2024,] Chairman of our International Brokerage Operation 2010 ‑ [removed: 2016, President of our Global Property/Casualty Brokerage Operation beginning in 2017] [added: 2016] |

| Douglas K. Howell | | [removed: 61] [added: 62] | | Corporate Vice President, Chief Financial Officer since 2003 |

| [removed: Scott R. Hudson] Vishal Jain | | [removed: 61 61] [added: 62] | | Corporate Vice President [removed: and President of our Risk Management Operation] since [removed: 2010 Corporate Vice President since] 2016, Chief Service Officer since 2014 |

| Christopher E. Mead | | [removed: 55] [added: 56] | | Corporate Vice President, Chief Marketing Officer since 2017 |

| Susan E. Pietrucha | | [removed: 56] [added: 57] | | Corporate Vice President, Chief Human Resource Officer since 2007 |

| William F. Ziebell | | [removed: 60] [added: 61] | | [added: President of our Employee Benefit and Consulting Brokerage Operations since 2017,] Corporate Vice President since 2011, regional leader in our Employee Benefit and Consulting Brokerage Operations 2004 - [removed: 2016, President beginning in 2017] [added: 2016] |

All executive officers are appointed annually and serve at the [removed: pleasure] [added: discretion] of our board of directors.

| Scott R. Hudson | | 62 | | Corporate Vice President and President of our Risk Management Operations since 2010 |

| Richard C. Cary | | 60 | | Controller since 1997, Chief Accounting Officer since 2001 |

As of January 31, [removed: 2023,] [added: 2024,] there were approximately 1,000 holders of record of our common stock.

The following table shows the purchases of our common stock made by or on behalf of us or any “affiliated purchaser” (as such term is defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of us for each fiscal month in the three-month period ended December 31, [removed: 2022:][added: 2023:]

The DEPP is an unfunded, non-qualified deferred compensation plan that generally provides for [removed: distributions] [added: awards] to certain of our key executives [removed: when they] [added: that do not vest and/or distribute until participants] reach age 62 [removed: or upon or after their actual retirement.][added: (or the one-year anniversary of the date of grant for participants over the age of 61).]

Under [removed: sub-plans] [added: sub‑plans] of the DEPP for certain production staff, the plan generally provides for vesting and/or distributions no sooner than five years from the date of awards, although certain awards vest and/or distribute after the earlier of fifteen years or the participant reaching age 65.

See Note 11 to our [removed: 2022] [added: 2023] consolidated financial statements for more information regarding the DEPP.

[removed: In] [added: For] the fourth quarter of [removed: 2022,] [added: 2023,] we instructed the trustee for the DEPP and the DCPP to reinvest dividends on shares of our common stock held by these trusts and to purchase our common stock using cash that we contributed to the DCPP related to [removed: 2022] [added: 2023] awards under the DCPP.

[removed: We want] [added: This is] to ensure that at the time when an employee becomes entitled to a distribution under the terms of the Supplemental Plan, any amounts deemed to be invested in the fund representing our common stock are distributed in the form of shares of our common stock held by the trust.

Effective July 28, 2021, the board of directors approved a [removed: new] common stock repurchase plan of up to $1.5 billion of common stock.

| October 1 through October 31, 2023 | | | 1,177 | | | $ | 234.06 | | | | — | | | $ | 1,500 | |

| November 1 through November 30, 2023 | | | 24,020 | | | | 242.81 | | | | — | | | | 1,500 | |

| December 1 through December 31, 2023 | | | 16,461 | | | | 224.95 | | | | — | | | | 1,500 | |

| Total | | | 41,658 | | | $ | 235.50 | | | | — | | | | | |

| October 1 through October 31, 2022 | | | 7,015 | | | $ | 175.59 | | | | — | | | $ | 1,500 | |

| November 1 through November 30, 2022 | | | 3,595 | | | | 191.81 | | | | — | | | | 1,500 | |

| December 1 through December 31, 2022 | | | 9,722 | | | | 185.86 | | | | — | | | | 1,500 | |

| Total | | | 20,332 | | | $ | 183.37 | | | | — | | | | | |

| | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | |

| Commissions | | $ | [removed: 5,187.4] [added: 5,865.0] | | | $ | [removed: 4,132.3] [added: 5,187.4] | | | $ | [removed: 3,591.9] [added: 4,132.3] | |

| Fees | | | [removed: 2,567.7] [added: 3,144.7] | | | | [removed: 2,264.1] [added: 2,567.7] | | | | [removed: 1,957.9] [added: 2,264.1] | |

| Supplemental revenues | | | [removed: 284.7] [added: 314.2] | | | | [removed: 248.7] [added: 284.7] | | | | [removed: 221.9] [added: 248.7] | |

| Contingent revenues | | | [removed: 207.3] [added: 235.3] | | | | [removed: 188.0] [added: 207.3] | | | | [removed: 147.0] [added: 188.0] | |

| Revenues from clean coal activities | | | [removed: 23.0] [added: —] | | | | [removed: 1,140.8] [added: 23.0] | | | | [removed: 863.5] [added: 1,140.8] | |

| Revenues before reimbursements | | | [removed: 8,420.1] [added: 9,926.5] | | | | [removed: 8,076.4] [added: 8,420.1] | | | | [removed: 6,851.9] [added: 8,076.4] | |

| Reimbursements | | | [removed: 130.5] [added: 145.4] | | | | [removed: 133.0] [added: 130.5] | | | | [removed: 151.7] [added: 133.0] | |

| Total revenues | | | [removed: 8,550.6] [added: 10,071.9] | | | | [removed: 8,209.4] [added: 8,550.6] | | | | [removed: 7,003.6] [added: 8,209.4] | |

| Compensation | | | [removed: 4,799.8] [added: 5,681.2] | | | | [removed: 3,927.5] [added: 4,799.8] | | | | [removed: 3,466.5] [added: 3,927.5] | |

| Operating | | | [removed: 1,330.9] [added: 1,689.7] | | | | [removed: 1,072.4] [added: 1,330.9] | | | | [removed: 906.5] [added: 1,072.4] | |

| Cost of revenues from clean coal activities | | | [removed: 22.9] [added: —] | | | | [removed: 1,173.2] [added: 22.9] | | | | [removed: 882.1] [added: 1,173.2] | |

| Interest | | | [removed: 256.9] [added: 296.7] | | | | [removed: 226.1] [added: 256.9] | | | | [removed: 196.4] [added: 226.1] | |

| Loss on extinguishment of debt | | | — | | | | [removed: 16.2] [added: —] | | | | [removed: —] [added: 16.2] | |

| Depreciation | | | [removed: 144.7] [added: 165.2] | | | | [removed: 151.2] [added: 144.7] | | | | [removed: 145.1] [added: 151.2] | |

| Amortization | | | [removed: 454.9] [added: 531.3] | | | | [removed: 415.1] [added: 454.9] | | | | [removed: 417.3] [added: 415.1] | |

| Change in estimated acquisition earnout payables | | | [removed: 83.0] [added: 377.3] | | | | [removed: 119.6] [added: 83.0] | | | | [removed: (32.9] [added: 119.6] | [removed: )] |

| Total expenses | | | [removed: 7,223.6] [added: 8,886.8] | | | | [removed: 7,234.3] [added: 7,223.6] | | | | [removed: 6,132.7] [added: 7,234.3] | |

| Earnings before income taxes | | | [removed: 1,327.0] [added: 1,185.1] | | | | [removed: 975.1] [added: 1,327.0] | | | | [removed: 870.9] [added: 975.1] | |

| Provision for income taxes | | | [removed: 211.0] [added: 219.1] | | | | [removed: 20.1] [added: 211.0] | | | | [removed: 12.8] [added: 20.1] | |

| Net earnings | | | [removed: 1,116.0] [added: 966.0] | | | | [removed: 955.0] [added: 1,116.0] | | | | [removed: 858.1] [added: 955.0] | |

| Net earnings [added: (loss)] attributable to noncontrolling interests | | | [removed: 1.8] [added: (3.5] | [added: )] | | | [removed: 48.2] [added: 1.8] | | | | [removed: 39.3] [added: 48.2] | |

| Net earnings attributable to controlling interests | | $ | [removed: 1,114.2] [added: 969.5] | | | $ | [removed: 906.8] [added: 1,114.2] | | | $ | [removed: 818.8] [added: 906.8] | |

| Basic net earnings per share | | $ | [removed: 5.30] [added: 4.51] | | | $ | [removed: 4.47] [added: 5.30] | | | $ | [removed: 4.29] [added: 4.47] | |

| Diluted net earnings per share | | | [removed: 5.19] [added: 4.42] | | | | [removed: 4.37] [added: 5.19] | | | | [removed: 4.20] [added: 4.37] | |

| Dividends declared per common share | | | [removed: 2.04] [added: 2.20] | | | | [removed: 1.92] [added: 2.04] | | | | [removed: 1.80] [added: 1.92] | |

| Net earnings | | $ | [removed: 1,116.0] [added: 966.0] | | | $ | [removed: 955.0] [added: 1,116.0] | | | $ | [removed: 858.1] [added: 955.0] | |

| Change in pension liability, net of taxes | | | [removed: (12.3] [added: 12.3] | [removed: )] | | | [removed: 19.0] [added: (12.3] | [added: )] | | | [removed: 0.4] [added: 19.0] | |

| Foreign currency translation, net of taxes | | | [removed: (511.8] [added: 257.8] | [removed: )] | | | [removed: (122.3] [added: (511.8] | ) | | | [removed: 183.7] [added: (122.3] | [added: )] |

| Change in fair value of derivative instruments, net of taxes | | | [removed: 109.8] [added: 78.2] | | | | [removed: 20.8] [added: 109.8] | | | | [removed: (68.1] [added: 20.8] | [removed: )] |

| Comprehensive earnings | | | [removed: 701.7] [added: 1,314.3] | | | | [removed: 872.5] [added: 701.7] | | | | [removed: 974.1] [added: 872.5] | |

| Comprehensive earnings [added: (loss)] attributable to noncontrolling interests | | | [removed: 1.6] [added: (2.5] | [added: )] | | | [removed: 49.5] [added: 1.6] | | | | [removed: 39.7] [added: 49.5] | |

| Comprehensive earnings attributable to controlling interests | | $ | [removed: 700.1] [added: 1,316.8] | | | $ | [removed: 823.0] [added: 700.1] | | | $ | [removed: 934.4] [added: 823.0] | |

[removed: | | |] December [removed: 31, | | | | | | |][added: 31, 2023]

| | | [added: 2023 | | | |] 2022 | | | | 2021 | | |

| Cash and cash equivalents | | $ | 342.3 | | | $ | [removed: 402.6] [added: 396.1] | | [added: | $ | 738.4 | |]

| Restricted cash | | | 4,621.9 | | | | [removed: 4,063.7] [added: (4,621.9] | [added: )] | [added: | | — | |]

| Premiums and fees receivable | | | 16,408.9 | | | | [removed: 11,753.1] [added: (16,408.9] | [added: )] | [added: | | — | |]

| Other current assets | | | 1,461.5 | | | | [removed: 1,451.0] [added: (1,062.5] | [added: )] | [added: | | 399.0 | |]

| Total current assets | | | 22,834.6 | | | | [removed: 17,670.4] [added: (549.4] | [added: )] | [added: | | 22,285.2 | |]

| Interest income, premium finance revenues and other income | | | 367.3 | | | | 150.0 | | | | 102.5 | |

| Reimbursements | | | 145.4 | | | | 130.5 | | | | 133.0 | |

| | | 2023 | | | | 2022 | | |

| Cash and cash equivalents | | $ | 971.5 | | | $ | 738.4 | |

| Fiduciary assets | | | 26,907.9 | | | | 18,236.7 | |

| Accounts receivable, net | | | 3,786.6 | | | | 2,911.1 | |

| Total current assets | | | 32,116.1 | | | | 22,285.2 | |

| Total assets | | $ | 51,615.8 | | | $ | 38,358.4 | |

| Fiduciary liabilities | | $ | 26,907.9 | | | $ | 18,236.7 | |

| Accrued compensation and other current liabilities | | | 2,553.1 | | | | 2,003.3 | |

| Total current liabilities | | | 31,064.7 | | | | 21,338.6 | |

| Total liabilities | | | 40,800.5 | | | | 29,168.2 | |

| Total liabilities and stockholders' equity | | $ | 51,615.8 | | | $ | 38,358.4 | |

| Net earnings | | $ | 966.0 | | | $ | 1,116.0 | | | $ | 955.0 | |

| Net change in accounts receivable, net | | | (503.5 | ) | | | (319.6 | ) | | | (172.3 | ) |

| Net change in other current assets | | | (107.3 | ) | | | (71.7 | ) | | | (102.8 | ) |

| Net change in accrued compensation and other accrued liabilities | | | 462.9 | | | | 119.0 | | | | 217.3 | |

| Net cash provided by operating activities | | | 2,031.7 | | | | 1,390.0 | | | | 1,392.4 | |

| Net change in fiduciary assets and liabilities | | | 1,296.5 | | | | 735.4 | | | | 311.7 | |

| Net cash provided by financing activities | | | 2,873.9 | | | | 212.6 | | | | 2,995.8 | |

| Balance at December 31, 2022 | | | 211.9 | | | $ | 211.9 | | | $ | 6,509.9 | | | $ | 3,562.2 | | | $ | (1,140.4 | ) | | $ | 46.6 | | | $ | 9,190.2 | |

| Net earnings | | | — | | | | — | | | | — | | | | 969.5 | | | | — | | | | (3.5 | ) | | | 966.0 | |

| Foreign currency translation | | | — | | | | — | | | | — | | | | — | | | | 257.8 | | | | 1.0 | | | | 258.8 | |

| Twenty-three purchase transactions | | | 2.5 | | | | 2.5 | | | | 523.3 | | | | — | | | | — | | | | — | | | | 525.8 | |

| Stock option plans | | | 1.2 | | | | 1.2 | | | | 64.0 | | | | — | | | | — | | | | — | | | | 65.2 | |

| Shares issued to benefit plans | | | 0.4 | | | | 0.4 | | | | 84.2 | | | | — | | | | — | | | | — | | | | 84.6 | |

| Balance at December 31, 2023 | | | 216.7 | | | $ | 216.7 | | | $ | 7,297.8 | | | $ | 4,052.9 | | | $ | (792.1 | ) | | $ | 40.0 | | | $ | 10,815.3 | |

These commissions and fees revenues are substantially recognized at a point in time on the effective date of the associated

expected to be recovered in the future.

Fiduciary Assets and Liabilities

Fiduciary assets represent cash held and insurance and reinsurance receivables that relate to our clients and are held on their behalf.

Fiduciary liabilities represent the corresponding amounts that are owed to underwriting enterprises on behalf of our clients.

This restricted cash is included in cash and cash equivalents net in the accompanying consolidated balance sheet.

Accounts Receivable

Accounts receivable, net in the accompanying consolidated balance sheet includes accrued agency billed commissions, fees, supplemental commissions, direct bill commissions and contingent commission receivables due to the company.

The allowance for estimated policy cancellations was $9.9 million and $9.3 million at December 31, 2023 and 2022, respectively, which represents a reserve for

Expiration

Some of these differences are permanent, such as expenses that are not deductible in our tax returns, and some

insurance recoveries.

Segment Reporting

| Investment income | | | 136.3 | | | | 83.1 | | | | 75.9 | |

| Net gains (losses) on divestitures | | | 13.0 | | | | 18.9 | | | | (5.8 | ) |

| Other income (losses) | | | 0.7 | | | | 0.5 | | | | (0.4 | ) |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2019 | | | 188.1 | | | $ | 188.1 | | | $ | 3,825.7 | | | $ | 1,901.3 | | | $ | (759.6 | ) | | $ | 60.0 | | | $ | 5,215.5 | |

| Net earnings | | | — | | | | — | | | | — | | | | 818.8 | | | | — | | | | 39.3 | | | | 858.1 | |

| Foreign currency translation | | | — | | | | — | | | | — | | | | — | | | | 183.7 | | | | 0.4 | | | | 184.1 | |

| Fifty-two purchase transactions | | | 3.0 | | | | 3.0 | | | | 306.1 | | | | — | | | | — | | | | — | | | | 309.1 | |

| Stock option plans | | | 1.8 | | | | 1.8 | | | | 75.9 | | | | — | | | | — | | | | — | | | | 77.7 | |

Arthur J.

These

options designed to hedge a portion of our future foreign currency disbursements through various future payment dates.

We

The ultimate realization of

any portion that is ultimately unearned or refundable, and recovered by the company if prepaid, is forfeited and reversed through compensation expense.

2.

All new accounting pronouncements are either not applicable or deemed not material to our consolidated financial statements.

| Devitt Insurance Services Ltd February 1, 2022 (DIS) | | | — | | | $ | — | | | $ | 73.6 | | | $ | 1.3 | | | $ | 3.4 | | | $ | 12.6 | | | $ | 90.9 | | | $ | 12.5 | |

| Innovu Group Holding Company Limited June 1, 2022 (IGH) | | | — | | | | — | | | | 85.4 | | | | — | | | | — | | | | — | | | | 85.4 | | | | — | |

| f3 Companies October 1, 2022 (f3) | | | 352 | | | | 61.7 | | | | 33.1 | | | | — | | | | 5.0 | | | | 6.1 | | | | 105.9 | | | | 25.0 | |

| M&T Insurance Agency October 31, 2022 (M&T) | | | — | | | | — | | | | 171.0 | | | | — | | | | — | | | | — | | | | 171.0 | | | | — | |

| PlUS Limited LLC November 1, 2022 (PIU) | | | 74 | | | | 10.6 | | | | 35.6 | | | | — | | | | 3.8 | | | | 116.4 | | | | 166.4 | | | | 150.0 | |

| Thirty-two other acquisitions completed in 2022 | | | 300 | | | | 50.6 | | | | 457.2 | | | | 41.7 | | | | 27.0 | | | | 106.9 | | | | 683.4 | | | | 230.2 | |

| | | | 726 | | | $ | 122.9 | | | $ | 855.9 | | | $ | 43.0 | | | $ | 39.2 | | | $ | 242.0 | | | $ | 1,303.0 | | | $ | 417.7 | |

On December 20, 2022, we signed a definitive agreement to acquire the partnership interests of BCHR holdings, L.P. and its subsidiaries dba Buck (which we refer to as Buck), for a gross consideration of $660.0 million or approximately $585.0 million net of agreed seller funded expenses and net working capital.

We expect to fund the transaction via free cash flow and short-term borrowings.

Buck is a leading provider of retirement, human resource and employee benefits consulting and administration services.

The transaction is expected to close during the first half of 2023, subject to customary regulatory approvals.

On December 1, 2021, we acquired substantially all of the Willis Towers Watson plc treaty reinsurance brokerage operations (which we refer to as Willis Re) for an initial gross consideration of $3.17 billion, and potential additional consideration of $750 million subject to certain third-year revenue targets.

There were twelve remaining international operations with deferred closings that comprised approximately $180 million of the initial purchase consideration that were subject to local regulatory approval and closed in 2022.

As of the initial closing date, we were the beneficial owners of the operating activity for the twelve deferred closing locations.

Together with our existing reinsurance operations, the combined businesses now trades as Gallagher Re.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | DIS | | | | IGH | | | | f3 | | | | M&T | | | | PIU | | | | | Thirty-two Other Acquisitions | | | | Total | | |

| Cash and restricted cash | | $ | 3.9 | | | $ | 7.8 | | | $ | — | | | $ | 6.1 | | | $ | 2.8 | | | | $ | 30.9 | | | $ | 51.5 | |

| Other current assets | | | 18.5 | | | | 6.5 | | | | 0.1 | | | | 27.6 | | | | — | | | | | 73.9 | | | | 126.6 | |

| Fixed assets | | | 0.4 | | | | 0.5 | | | | — | | | | 0.2 | | | | — | | | | | 2.1 | | | | 3.2 | |

| Noncurrent assets | | | 1.3 | | | | 2.0 | | | | 1.8 | | | | 1.4 | | | | — | | | | | 11.0 | | | | 17.5 | |

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we included a report of management’s assessment of the design and effectiveness of our internal controls as part of this annual report for the fiscal year ended December 31, [removed: 2022.][added: 2023.]

[removed: Except as described above, during] [added: During] the three-month period ended December 31, [removed: 2022,] [added: 2023,] there has not occurred any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

On December 1, 2021, we acquired Willis Re.

We have been in the process of incorporating Willis Re’s internal controls into our control structure.

The acquisition of, and the ongoing integration of, Willis Re represents a material change in internal control over financial reporting since management’s last assessment of our internal control over financial reporting, which was completed as of December 31, 2021.

During the three-month period ended December 31, 2023, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

None.

Our [removed: 2023] [added: 2024] Proxy Statement will include the information required by this item under the headings “Election of Directors,” “Other Board Matters,” “Board Committees” and, if necessary, “Delinquent Section 16(a) Reports,” which we incorporate herein by reference.

Our [removed: 2023] [added: 2024] Proxy Statement will include the information required by this item under the headings “Compensation Committee Report” and “Compensation Discussion and Analysis,” which we incorporate herein by reference.

Our [removed: 2023] [added: 2024] Proxy Statement will include the information required by this item under the headings “Security Ownership by Certain Beneficial Owners and Management” and “Equity Compensation Plan Information,” which we incorporate herein by reference.

Our [removed: 2023] [added: 2024] Proxy Statement will include the information required by this item under the headings “Certain Relationships and Related Transactions” and “Other Board Matters,” which we incorporate herein by reference.

Our [removed: 2023] [added: 2024] Proxy Statement will include the information required by this item under the heading “Ratification of Appointment of Independent Auditor - Principal Accountant Fees and Services,” which we incorporate herein by reference.

Consolidated Statement of Earnings for each of the three years in the period ended December 31, [removed: 2022.][added: 2023.]

Consolidated Balance Sheet as of December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, [removed: 2022.][added: 2023.]

Consolidated Statement of Stockholders’ Equity for each of the three years in the period ended December 31, [removed: 2022.][added: 2023.]

| [removed: 2.2] [added: *10.25] | | [removed: [Letter Agreement, dated December 1, 2021, by and between Willis Towers Watson plc and Arthur] [added: [Arthur] J. Gallagher & Co. [added: 2022 Long-Term Incentive Plan] (incorporated by reference to Exhibit 10.1 to our Form 8-K Current Report dated [removed: December 6, 2021,] [added: May 13, 2022] File No. [removed: 1-09761).](https://www.sec.gov/Archives/edgar/data/0000354190/000119312521349102/d158737dex101.htm)] [added: 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000119312522150052/d342498dex101.htm)] |

| [removed: 3.1.1] [added: *10.18] | | [removed: [Amended and Restated Certificate of Incorporation of Arthur] [added: [Arthur] J. Gallagher & Co. [added: Performance Unit Program] (incorporated by reference to [removed: the same exhibit number] [added: Exhibit 10.43] to our Form 10-Q Quarterly Report for the quarterly period ended June 30, [removed: 2008,] [added: 2007,] File No. [removed: 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000119312508162675/dex31.htm)] [added: 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000119312507163176/dex1043.htm)] |

| [removed: 3.1.2] [added: 3.1] | | [removed: [Certificate of Change] [added: [Restated Certificate] of [removed: Registered Agent and Location] [added: Incorporation] of [removed: Registered Office] [added: Arthur J. Gallagher & Co.] (incorporated by reference to Exhibit [removed: 3.1] [added: 3.2] to our Form 8-K Current Report dated [removed: July 29, 2022,] [added: May 11, 2023,] File No. [removed: 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000119312522206791/d324061dex31.htm)] [added: 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000119312523141998/d508303dex32.htm)] |

| [removed: 4.1] [added: *10.12] | | [removed: [Description] [added: [Arthur J. Gallagher & Co. Deferred Cash Participation Plan, amended and restated as] of [removed: Securities] [added: September 11, 2018] (incorporated by reference to [removed: the same exhibit number] [added: Exhibit 10.18] to our Form 10-K Annual Report for 2019, File No. [removed: 1-09761)](https://www.sec.gov/Archives/edgar/data/0000354190/000119312520028191/d879025dex41.htm).] [added: 1-09761).](https://www.sec.gov/Archives/edgar/data/0000354190/000119312520028191/d879025dex1018.htm)] |