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CORRESP

Arthur J. Gallagher & Co. 

 April 2, 2024

 VIA
EDGAR

 Ms. Cara Lubit

 Mr. Robert Klein

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F St. NE

 Washington, DC 20549

Re:
 Arthur J. Gallagher & Co.

 
 Form 10-K for the Fiscal Year ended December 31, 2023

 
 Filed February 9, 2024

 
 File No. 001-09761

Dear Ms. Lubit and Mr. Klein:

 On behalf of Arthur J.
Gallagher & Co. (“we”, “our” or the “Company”), this letter responds to your letter dated March 19, 2024 to Douglas K. Howell, Chief Financial Officer, which sets forth the comments of the Staff of the
Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) on Arthur J. Gallagher & Co.’s Form 10-K for the fiscal year ended December 31, 2023 (the
“2023 Form 10-K”) filed on February 9, 2024. The Staff’s comments are set forth below, followed by our related responses. If you have further questions, we would be pleased to discuss the
response with you at your convenience.

 Form 10-K for the Fiscal Year ended December 31, 2023

 Note 5. Change in Presentation of Fiduciary Assets and Liabilities, page 89

1.
 We note your disclosure that you revised your balance sheet and statement of cash flows presentation to
separately identify and present fiduciary assets and liabilities and that you also made certain revisions to fiduciary balances related to the former Willis Re operations from gross to net presentation to align with your accounting policy and
presentation. For each change and revision reflected in the financial statements, please address the items below.

•

 Clarify whether you concluded that your prior presentation (e.g., gross to net, statement of cash flow
classification, etc.) was an error and how you considered ASC 250 in your determination.

 2850
Golf Road

 Rolling Meadows, IL 60008

 630.773.3800

www.ajg.com

Arthur J. Gallagher & Co.

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File No. 001-09761

•

 To the extent applicable, provide us with a detailed description of any error(s), including but not limited
to who identified them, when and how, whether they were the result of control deficiencies, as well as your assessment of materiality, individually and in the aggregate, that addresses both qualitative and quantitative factors and consideration of
guidance in ASC 250, SAB 99, and management’s assessment of design and effectiveness of ICFR.

•

 Provide us with an accounting analysis, citing authoritative literature, explaining your presentation
before and after implementing these changes to your presentation. For example, explain why net change in fiduciary assets and liabilities appears to have moved from operating activities to financing activities within the statement of cash
flows.

 RESPONSE

Background

 As an insurance broker, we hold funds in a
fiduciary capacity on behalf of clients, including premiums received from clients and claims due to clients that are in transit to and from insurers and reinsurers. Certain funds held on behalf of clients are invested in interest-bearing premium
trust accounts, which qualify as cash equivalents, and can fluctuate significantly depending on when we collect and remit cash. We earn interest income on these accounts, which is classified as revenues on the Company’s consolidated statement
of earnings. We have historically presented and will continue to present fiduciary cash, fiduciary receivables and fiduciary liabilities in our consolidated balance sheet, which is consistent with the presentation of certain other issuers who also
control and hold funds on behalf of their clients. In addition, we have historically presented net cash inflows and outflows related to fiduciary cash, fiduciary receivables and fiduciary liabilities in our consolidated statement of cash flows
within cash flows from operating activities and included fiduciary cash in our reconciliation of beginning and end of period cash, cash equivalents, restricted cash and fiduciary cash.

We continually evaluate our own financial statement presentations and footnote disclosures to assess whether we can provide enhanced comparable and
transparent information for investors as well as continued compliance with GAAP and Securities and Exchange Commission (“SEC”) requirements. We also consider the needs of readers of our financial statements as a whole. In addition, we
compare our financial statements and footnote disclosures to our primary insurance brokerage peers, including Aon plc (“Aon”), Brown & Brown, Inc. (“Brown”), Willis Towers Watson plc (“WTW”) and
Marsh & McLennan Companies, Inc. (“Marsh”). We had recently noted that our financial statement presentation of fiduciary assets and liabilities differed from that of most of our peers in that our fiduciary assets did not equal our
fiduciary liabilities, primarily because we included agency billed commissions and fees receivables in premiums and fees receivables rather than separately identifying and presenting them as accounts receivables. In addition, fiduciary cash was
included in restricted cash and certain of our fiduciary items were comingled with other current asset and liability accounts, whereas most of our peers include them as fiduciary assets that equal fiduciary liabilities.

In our disclosures we also noted that we present the change in fiduciary assets and liabilities in the operating section of the statement of cash flows,
whereas our peers recently changed their presentation to provide such information in the financing section of their statement of cash flows. In their respective periodic reporting, our peers reclassified their cash flow presentation in earlier
periods in Q4 2021 (for Aon, WTW and Marsh) and Q1 2022 (for Brown). Prior to Q4 2021, Aon, WTW and Marsh

Arthur J. Gallagher & Co.

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File No. 001-09761

did not reflect fiduciary/restricted cash as total cash in their statement of cash flows. Prior to Q1 2022, Brown presented fiduciary assets and liabilities on the balance sheet and the
fiduciary/restricted cash in the statement of cash flows in a manner similar to our former presentation. Please see our peers’ Annual Reports on Form 10-K for the applicable periods for the
disclosures and changes in presentations discussed above. With the exception of Brown, the presentation changes made by our peers were not relevant to our overall presentation because we historically included all cash and cash equivalents (in
accordance with our policy), including fiduciary/restricted cash, in our consolidated statement of cash flows.

 Overview of Balance Sheet and Statement
of Cash Flows Reclassification Project

 Although the Company was aware of the different approaches taken by its peers for many years, changes they made
in the presentation of fiduciary activity in the statement of cash flows in 2021 and 2022 led us to evaluate our presentation of fiduciary assets and liabilities on our balance sheet in the first quarter of 2023. As a result, we determined to change
the fiduciary cash presentation in our balance sheet and statement of cash flows to align with our peers and improve comparability of these items for our investors, analysts and other users of our financial statements.

A primary result of our balance sheet and statement of cash flows reclassification project was to separately identify and present fiduciary assets that equal
fiduciary liabilities. In addition, while we have always presented fiduciary cash and changes thereto in the statement of cash flows, we decided to present the net changes in fiduciary assets/liabilities (i.e., impact on fiduciary cash) in the
financing section of the statement of cash flows versus the operating section where it has historically been presented. The impact of our balance sheet and statement of cash flows reclassification project on the December 31, 2022 balance sheet
and the statement of cash flows for the years ended December 31, 2022 and 2021 (operating activities) was presented in Note 5 to the consolidated financial statements on pages 89 to 91 of our 2023
Form 10-K. We first made these disclosures in Note 1 to the consolidated financial statements in our first quarter 2023 Form 10-Q.

As discussed below, we evaluated the change in presentation of fiduciary assets and liabilities under ASC 250 and determined that our revised
presentation of fiduciary assets and liabilities on the balance sheet and the change in the net fiduciary assets/liabilities (i.e., impact on fiduciary cash) in the statement of cash flows is not a change in accounting principle nor a correction of
an error.

 However, we also identified two balance sheet errors, as discussed below. The first balance sheet error related to the incorrect application of
our accounting policy related to the Willis Re acquisition in December 2021 that resulted in a gross-up of both the fiduciary assets and liabilities on the consolidated balance sheet as of December 31,
2022 and 2021. The second balance sheet error related to the untimely identification/application of fiduciary cash. In the first quarter of 2023, we evaluated the materiality of these two errors in the December 31, 2022 balance sheet pursuant
to guidance in ASC 250-10-45 and ASC 250-10-S99, which incorporates the guidance in Staff
Accounting Bulletin (“SAB”) No. 99 “Materiality” and SAB No. 108 (SAB Topic 1.N: Quantifying Misstatements in Financial Statements). In accordance with such guidance, we concluded prior to the issuance of the 2023 Form 10-K and Q1 2023 Form 10-Q that the facts and circumstances relating to these two balance sheet errors did not present a substantial likelihood of affecting the
judgment of a reasonable investor and, therefore, were not material.

Arthur J. Gallagher & Co.

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File No. 001-09761

 Statement of Cash Flows Reclassifications

The impact of the above-referenced balance sheet journal entries on the statement of cash flows for the fiscal years ended December 31, 2022 and 2021
(operating activities) was presented in Note 5 to the consolidated financial statements on pages 89 to 91 of our 2023 Form 10-K. In addition to these changes, we moved the net change in fiduciary assets
and liabilities from the operating section to the financing section of the statement of cash flows. Ernst & Young LLP (“EY”) updated its interpretive guidance related to Accounting Standard Codification 230 – Statement of
Cash Flows (ASC 230) in January 2022.1 Within the updated interpretive guidance, EY stated that when an entity recognizes cash or cash equivalents held on behalf of its customers on its
balance sheet, because it controls the cash or cash equivalents, those amounts should be included in the statement of cash flows, regardless of what balance sheet line item those amounts are included in, which was consistent with the historical
presentation in our statement of cash flows. The guidance also stated that the cash inflows and cash outflows from cash and cash equivalents held on behalf of customers should be classified based on the nature of the underlying cash flows and that
it was understood that the Staff believes these cash flows are most appropriately classified as financing activities; however, classification as operating activities may also be acceptable. We note that Deloitte has similar guidance in its
interpretative cash flow presentation guidance.

 Based on this clarified interpretive guidance and changes made by our peer group, we revised the
presentation of our consolidated statements of cash flows for the fiscal years ended December 31, 2023, 2022, and 2021 to move the presentation of net changes in fiduciary receivables and liabilities activity from the operating section to the
financing section of the statement of cash flows. This reclassification had no impact on the consolidated statements of earnings, statements of comprehensive earnings or statements of stockholders’ equity for any period presented. Further,
there was no change to any of our key metrics identified by management and deemed meaningful to our investors and analysts, as described in further detail in the following section.

Authoritative Guidance

•

 ASC 250 - Accounting Changes and Error Corrections

•

 ASC 205 - Presentation of Financial Statements

We evaluated the change in presentation of fiduciary assets and liabilities as an accounting change under ASC 250 and determined that our revised
presentation of fiduciary assets and liabilities on the balance sheet and the change in fiduciary assets/liabilities (fiduciary cash) in the statement of cash flows was not related to an accounting change, as it was not the result of a change from
the following: accounting principle, accounting estimate or reporting entity. The large accounting firms are generally aligned in their issued guidance that changes in presentation, unless GAAP otherwise provides for presentation alternatives (e.g.,
shipping/handling), are not changes in accounting policy but rather reclassifications.

1
 See Section 4.7, “Change in Classification,” in Ernst & Young LLP, Statement of
Cash Flows (July 2023), available at https://www.ey.com/en_us/assurance/accountinglink/financial-reporting-developments---statement-of-cash-flows (“The statement of
cash flows guidance in ASC 230 is principles based. As such, there may be more than one acceptable presentation for certain cash flow classifications on the statement of cash flows. However, we believe cash flow presentation should be consistently
applied to similar transactions. Nonetheless, if GAAP does not provide specific alternatives, we believe a change in classification from one acceptable classification to another is a reclassification and not a voluntary change in accounting
principle. When an entity changes the classification of a cash flow item on the statement of cash flows, prior periods presented (if applicable) should be adjusted to reflect the new classification in accordance with ASC 205-10-45-3, and the change in presentation should be clearly disclosed in accordance with ASC 205-10-50-1”).

Arthur J. Gallagher & Co.

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 We evaluated whether the change in presentation of the fiduciary asset and liabilities was the result of an
error and determined that the Company’s change in presentation of fiduciary assets and liabilities on the balance sheet and the changes within the fiduciary assets/liabilities (fiduciary cash) and other lines in the operating section of the
statement of cash flows was not the result of an accounting error. In addition, the movement of fiduciary assets/liabilities (i.e., impact on fiduciary cash) from the operating section to the financing section was not considered an accounting error.
We considered the following in reaching the above determinations:

•

 Our revised presentations, as well as our previous financial statements, were both in compliance with acceptable
accounting methods.2

•

 ASC 230 notes that all controlled cash and cash equivalents, including controlled funds held on behalf of
third parties should be included in the statement of cash flows, which is consistent with our historical and revised presentations. However, regarding the presentation of the net change in fiduciary assets and liabilities within the statement of
cash flows, there is diversity in practice related to the operating section or the financing section presentation. We understand that the Staff has a preference that such funds should be presented within the financing section, which is consistent
with our revised presentation.

•

 Since we became a public company in 1984, we have treated fiduciary assets and liabilities as part of our
operations and presented the net change in fiduciary assets and liabilities in the operating section of the statement of cash flows as there was no formally issued accounting guidance related to this matter and we have earned interest income on most
of the fiduciary cash we held. Thus, our accounting a