Form SC 13G/A GALLAGHER ARTHUR J & CO Filed by: CAPITAL GROUP INTERNATIONAL INC
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Arthur J. Gallagher & Co
(Name of Issuer)
Common Stock
(Title of Class of Securities)
363576109
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP: 363576109 Page 1 of 9
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capital Group International, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
7,621,484
6 SHARED VOTING POWER
NUMBER OF
SHARES NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING 7,627,184
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,627,184 Beneficial ownership disclaimed pursuant to Rule
13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
CUSIP: 363576109 Page 2 of 9
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capital International Investors
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
5 SOLE VOTING POWER
7,277,537
6 SHARED VOTING POWER
NUMBER OF
SHARES NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING 7,277,537
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,277,537 Beneficial ownership disclaimed pursuant to Rule
13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.5%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP: 363576109 Page 3 of 9
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 1
Item 1(a) Name of Issuer:
Arthur J. Gallagher & Co
Item 1(b) Address of Issuer's Principal Executive Offices:
Two Pierce Place
Itasca, IL 60143-3141
Item 2(a) Name of Person(s) Filing:
Capital Group International, Inc. and Capital International
Investors
Item 2(b) Address of Principal Business Office or, if none,
Residence:
11100 Santa Monica Boulevard
16th Floor
Los Angeles, CA 90025
Item 2(c) Citizenship: N/A
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
363576109
Item 3 If this statement is filed pursuant to sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(e) [X] An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E).
(g) [X] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G).
Item 4 Ownership
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
(b) Percent of class:
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
See pages 2 and 3
CUSIP: 363576109 Page 4 of 9
Capital Group International, Inc. ("CGII") is the parent
holding company of a group of investment management companies
that hold investment power and, in some cases, voting power
over the securities reported in this Schedule 13G. The
investment management companies, which include a "bank" as
defined in Section 3(a)(6) of the Securities Exchange Act of
1934 (the "Act") and several investment advisers registered
under Section 203 of the Investment Advisers Act of 1940,
provide investment advisory and management services for their
respective clients which include registered investment
companies and institutional accounts. CGII does not have
investment power or voting power over any of the securities
reported herein. However, by virtue of Rule 13d-3 under the
Act, CGII may be deemed to "beneficially own" 7,627,184 shares
or 4.7% of the 161,374,000 shares believed to be outstanding.
Capital International Investors is deemed to be the beneficial
owner of 7,277,537 shares or 4.5% of the 161,374,000 shares
believed to be outstanding as a result of Capital Research and
Management Company acting as investment adviser to various
investment companies registered under Section 8 of the
Investment Company Act of 1940.
CGII, its investment management subsidiaries and Capital
International Investors division of Capital Research and
Management Company collectively provide investment management
services under the name "Capital International Investors."
Item 5 Ownership of Five Percent or Less of a Class. If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities,
check the following: [X]
Item 6 Ownership of More than Five Percent on Behalf of Another
Person: N/A
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
1. Capital International Investors ("CII") is a division of
Capital Research and Management Company. Capital Research
and Management Company is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940.
2. Capital Guardian Trust Company ("CGTC") is a bank as defined
in Section 3(a)(6) of the Act and an investment adviser
registered under Section 203 of the Investment Adviser Act of
1940, and a wholly owned subsidiary of Capital Group
International, Inc.
3. Capital International Limited ("CIL") does not fall within
any of the categories described in Rule 13d-1(b)(ii)(A-F) but
its holdings of any reported securities come within the five
percent limitation as set forth in a December 15, 1986 no-
action letter from the Staff of the Securities and Exchange
Commission to The Capital Group Companies, Inc. CIL is a
wholly owned subsidiary of Capital Group International, Inc.
CUSIP: 363576109 Page 5 of 9
4. Capital International Sarl ("CISA") does not fall within any
of the categories described in Rule 13d-1(b)(ii)(A-F) but its
holdings of any reported securities come within the five
percent limitation as set forth in a December 15, 1986 no-
action letter from the Staff of the Securities and Exchange
Commission to The Capital Group Companies, Inc. CISA is a
wholly owned subsidiary of Capital Group International, Inc.
Item 8 Identification and Classification of Members of the Group:
N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certification
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 9, 2015
Signature: ***Peter C. Kelly
Name/Title: Peter C. Kelly, Secretary
Capital Group International, Inc.
Date: February 9, 2015
Signature: **Robert W. Lovelace
Name/Title: Robert W. Lovelace, Partner
Capital International Investors
***By /s/ Walter R. Burkley
Walter R. Burkley
Attorney-in-fact
Signed pursuant to a Power of Attorney dated February 9, 2015
included as an Exhibit to Schedule 13G filed with the
Securities and Exchange Commission by Capital Group
International, Inc.
CUSIP: 363576109 Page 6 of 9
AGREEMENT
Los Angeles, CA
Capital Group International, Inc. ("CGII") and Capital
International Investors ("CII") hereby agree to file a joint statement
on Schedule 13G under the Securities Exchange Act of 1934 (the "Act")
in connection with their beneficial ownership of Common Stock issued by
Arthur J. Gallagher & Co.
CGII and CII state that they are each entitled to individually use
Schedule 13G pursuant to Rule 13d-1(c) of the Act.
CGII and CII are each responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and
accuracy of the information concerning each of them contained therein
but are not responsible for the completeness or accuracy of the
information concerning the others.
CAPITAL GROUP INTERNATIONAL, INC.
BY: ***Peter C. Kelly
Peter C. Kelly, Secretary
Capital Group International,
Inc.
CAPITAL INTERNATIONAL INVESTORS
BY: **Robert W. Lovelace
Robert W. Lovelace, Partner
Capital International Investors
***By /s/ Walter R. Burkley
Walter R. Burkley
Attorney-in-fact
Signed pursuant to a Power of Attorney dated February 9, 2015
included as an Exhibit to Schedule 13G filed with the Securities
and Exchange Commission by Capital Group International, Inc.
CUSIP: 363576109 Page 7 of 9
POWER OF ATTORNEY
The undersigned do hereby appoint Michael J. Downer, Kristine
M. Nishiyama and Walter R. Burkley, and each of them, acting singly,
with full power of substitution, as the true and lawful attorney of the
undersigned, to sign on behalf of the undersigned in respect of the
ownership of equity securities deemed held by the undersigned, Capital
International Investors, Capital Group International, Inc., Capital
Guardian Trust Company, Capital International, Inc., Capital
International K.K., Capital International Limited, Capital
International Sarl, American Funds Developing World Growth and Income
Fund, American Funds Insurance Series (Capital Income Builder and
Growth-Income Fund), American Mutual Fund, Capital Income Builder,
Capital World Growth and Income Fund, Emerging Markets Growth Fund,
Inc., New Perspective Fund, New World Fund, Inc., and Washington Mutual
Investors Fund, and to be reported pursuant to Sections 13(d), 13(f)
and 13(g) of the Securities Exchange Act of 1934, as amended, and to
execute joint filing agreements with respect to such filings.
IN WITNESS WHEREOF, this Power of Attorney has been executed
as of the 9th day of February, 2015.
CUSIP: 363576109 Page 8 of 9
Capital International Investors Capital International Sarl
/s/Robert W. Lovelace /s/ Fabrice Remy
Name: Robert W. Lovelace Name: Fabrice Remy
Title: Partner Title: Vice President and Senior
Counsel
Capital Group International, Inc. American Funds Developing World
Growth and Income Fund
American Mutual Fund
/s/ Peter C. Kelly Capital Income Builder
Name: Peter C. Kelly Capital World Growth and Income Fund
Title: Secretary New Perspective Fund
New World Fund, Inc.
Capital Guardian Trust Company
/s/ Michael W. Stockton
/s/ Peter C. Kelly Name: Michael W. Stockton
Name: Peter C. Kelly Title: Secretary
Title: Senior Vice President
and Senior Counsel
American Funds Insurance Series
Capital International, Inc.
/s/ Steven I. Koszalka
/s/ Peter C. Kelly Name: Steven I. Koszalka
Name: Peter C. Kelly Title: Secretary
Title: Senior Vice President,
Senior Counsel and Secretary
Emerging Markets Growth Fund, Inc.
Capital International K.K.
/s/ Walter R. Burkley
/s/ Thomas B. Quantrille Name: Walter R. Burkley
Name: Thomas B. Quantrille Title: Vice President
Title: President
Washington Mutual Investors Fund
Capital International Limited
/s/ Michael W. Stockton
/s/ Ida Levine Name: Michael W. Stockton
Name: Ida Levine Title: Senior Vice President
Title: Senior Vice President
CUSIP: 363576109 Page 9 of 9
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