Arthur J. Gallagher & Co. (AJG) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that Arthur J. Gallagher & Co. surfaced in its latest filing.

• On December 7, 2024, we signed a definitive agreement to acquire AssuredPartners.December 7, 2024
• Acquired Buck in Q2 2023, the largest acquisition in the history of our benefit consulting operations.Q2 2023
• Acquired Redington in Q4 2024, an FCA-regulated investment consulting firm.Q4 2024
• Acquisition of My Plan Manager, an Australia-regulated disability plan management services provider.
• Acquisition of Eastern Insurance.
• Acquisition of Cadence Insurance.
• We own interests in Casanueva Perez S.A.P.I. de C.V. in Mexico.
• We own interests in Renomia, A.S. in the Czech Republic.
• Our micro-captive advisory services business has been under investigation by the IRS since 2013.2013
• As of December 31, 2024, total consolidated debt outstanding of approximately $13.3 billion.December 31, 2024
• We have a senior revolving credit facility with interest payments based on a floating rate.
• In March 2024, we established an 'at the market' equity offering program (ATM program) allowing the sale of up to 3,000,000 shares of common stock.March 2024
• Generated a total of $1,706.1 million in IRC Section 45 tax credits as of December 31, 2024; approximately $1,003.9 million have been used and $702.2 million remain unused.December 31, 2024
• Exposure with respect to $108.0 million of previously earned IRC Section 29 tax credits as of December 31, 2024.December 31, 2024
• The claim for IRC Section 29 tax credits is supported by four private letter rulings obtained by related LLCs.
• IRS audited a number of IRC Section 45 operations, with audits closed with no adjustments or partnership prevailing in court in one instance.
• The SEC's new climate change disclosure requirements enacted in 2024 are currently being challenged in legal proceedings.2024
• In February 2023, the European Insurance and Occupational Pensions Authority (EIOPA) issued a supervisory statement affecting EEA regulators' approach to the reverse branch model.February 2023
• In 2020, we implemented a post-Brexit plan involving transferring EEA clients of U.K.-based regulated entities to a Swedish subsidiary and using a reverse branch model.2020
• Australia enacted mandatory disclosures based on the ISSB standards in 2024.2024
• The EU AI Act enacted in 2024 will gradually enter into force during the next three years.2024
• In 2023, the first set of European Sustainability Reporting Standards (ESRS) was adopted by the EU pursuant to the Corporate Sustainability Reporting Directive (CSRD).2023
• Pillar 2 global minimum tax came into effect in certain jurisdictions in 2023.2023
• Bermuda enacted a corporate tax regime effective starting 2025.2025
• The U.K., majority of EU, Canada, Australia, and New Zealand adopted nearly all aspects of Pillar 2 with limited variation.
• Further significant developments related to Pillar 2 are anticipated in several jurisdictions in 2025 and 2026.2025-2026
• The DOJ revised its Corporate Criminal Enforcement Policies and Practices to include a section on the use of personal devices and third-party messaging applications.
• The DOJ updated its guidance on corporate compliance programs to include AI risk management.
• China adopted a 'blocking' statute similar to that of the EU.
• California has enacted disclosure rules requiring us to publish consolidated carbon emissions.
• Minnesota, North Dakota, and Oklahoma have implemented rules preventing non-competes with employees.
• California has broadened its longstanding restrictions on non-competes.
• The FTC is defending its non-compete ban in federal courts.
• We have substantial operations in India providing client support and other services.
• Our proprietary RISX-FACS® system is critical for insurance claim settlement and administration.
• Gallagher Re operates a securities business.
• The Chem-Mod™ Solution is used in IRC Section 45 operations at locations owned and operated by others.
• We receive significant revenue from underwriting enterprises in the form of contingent and supplemental revenues and payments for consulting and analytics services.