AONAon plc

Please revise the preand post-merger organizational charts presented in this section to include specific detail on the entities participating in the merger, including jurisdictions of incorporation and percentage of ownership. Revise to show what percentage of the combined company will be owned by current shareholders of Aon and NFP.

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In addition, within the existing chart or a separate chart include information about the following entities and their respective shareholders as applicable: (1) the NFP Parent Co., LLC, (2) NFP Holdings, LLC, (3) NFP Intermediate Holdings A Corp., and (4) NFP Ultimate Parent and their ownership. Identify the shareholders of the NFP Ultimate Parent or advise.

to the Staff’s comment, revised disclosure has been added on pages 41 to 43 of the Revised Prospectus.

The Registrant acknowledges the Staff’s comment and advises the Staff that the Registrant has revised the disclosure in the Revised Prospectus to include specific details on the entities participating in the merger, including jurisdictions of incorporation and percentage of ownership.

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However, at this time, we respectfully advise the Staff that the Registrant is unable to provide the exact percentage of ownership of the combined company for the current shareholders of Aon and the sole stockholder of NFP, given that this information will depend on the amount of Aggregate Equity Consideration which will be calculated prior to the Closing but is not yet discernible. As noted in the Registrant’s disclosure on page 42 of the Revised Prospectus, the Aggregate Equity Consideration will be calculated based on the daily volume-weighted average sales price (calculated to four decimal places and determined without regard to after-hours trading or any other trading outside the regular trading session trading hours) for Aon Ordinary Shares on the New York Stock Exchange for each of the 10 consecutive trading days ending on and including the trading day that is 7 business days prior to the Closing, and will be subject to adjustment for the Indebtedness Adjustment Amount or the Residual Cash Amount, as applicable, which in turn will depend on, among other matters, the amount of indebtedness and transaction expenses incurred by NFP prior to the Closing. Assuming the Aggregate Equity Consideration results in 20,488,067 Aon Ordinary Shares issued to the holder of NFP Common Stock, current Aon shareholders would own approximately 90.6% and the holder of NFP Common Stock would own approximately 9.4% of the combined company upon the Closing. This assumed Aggregate Equity Consideration is based on the sum of (a) 19,208,605 Aon Ordinary Shares, assuming an Aon Closing Share Price of $312.36 (as used in the investment significance test analysis) and

(b) a number of Aon Ordinary Shares equal to the quotient obtained by dividing (x) the Indebtedness Adjustment Amount assumed to be the Base Cash Consideration by (y) $312.36. The Registrant respectfully advises the Staff that the percentage of ownership of the combined company of current shareholders of Aon and NFP will be included by subsequent amendment to the S-4 prior to the Closing once the final Aggregate Equity Consideration is calculated.

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We note that you have not included historical financial statements for NFP and related pro forma financial information. Please provide us with your significance test calculations and an accompanying analysis supporting your determination that NFP’s financial statements and pro forma information are not required pursuant to Rule 3-05 and Article 11 of Regulation S-X.

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In your response, include the following: • Provide us with the details of your calculations and amounts used for each test and further, specify the dates that the amounts used in your calculations are based upon. • In regards to the investment test calculation, clarify how you determined the aggregate worldwide market value.

to the Staff’s comment, the aggregate worldwide market value used in calculation of the investment test was calculated in accordance with Rule 1-02(w) of Regulation S-X and based on the average of the five trading days of the Registrant’s most recently completed month-end before the date of the Merger Agreement. Given the Merger Agreement was entered into on December 19, 2023, the aggregate worldwide market value was calculated based on the average market value of the Aon Ordinary Shares on November 24, 2023, November 27, 2023, November 28, 2023, November 29, 2023 and November 30, 2023. Read in the reply ↗

We note your disclosure on page 45 indicates a fixed purchase price of $12.75 billion. However, we also note disclosure in your Form 8-K filed on December 20, 2023 indicates a total estimated purchase price of $13.4 billion. Please tell us and revise your disclosures to clarify which is the final estimated purchase price.

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In addition, tell us and explain which purchase price amount you used in connection with your investment significance test above.

The Registrant acknowledges the Staff’s comment and respectfully submits that the $12.75 billion figure on page 45 of the S-4 references the enterprise value of NFP, calculated as of November 2023. As noted in the Registrant’s press release on December 20, 2023 announcing the transaction – which disclosed the estimated

$13.4 billion estimated purchase price and was incorporated by reference in the Registrant’s Form 8-K filed on December 20, 2023 — this financial metric was calculated conservatively assuming a June 30, 2025 Closing Date (based on the outside date for the Transaction set forth

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in the Merger Agreement) and included assumptions regarding the amount of additional indebtedness to be incurred by NFP during the period between

November 2023 and June 2025. Based on information available to the Registrant at the time of performing the investment significance test, including the status of receipt of regulatory approvals, the Registrant used approximately

$12.762 billion, which was calculated assuming a June 30, 2024 Closing Date, as the purchase price. In response to the Staff’s comment, revised disclosure has been added on page 44 of the Revised Prospectus.

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We note your disclosure that you identified and corrected a presentation error related to funds held on behalf of clients in the Consolidated Statements of Cash Flows. Please address the items below. • Provide us with a full and detailed description of the error, including, but not limited to, a discussion of who identified the error, when, and how, and whether it was the result of any control deficiency.

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• In your response to the above bullet, ensure you include a thorough discussion and description of the control deficiency to the extent one was identified, the Company's evaluation of whether it was a control deficiency, significant deficiency, or material weakness, and any remediation plans. To the extent the Company concluded there was not a control deficiency, tell us why. • Provide us with your assessment of materiality supporting your conclusion that it was immaterial. Ensure that your response thoroughly addresses both qualitative and quantitative factors as well as an objective assessment of materiality from the perspective of a reasonable investor, including your consideration of guidance in ASC 250, SAB 99, and management’s assessment of the design and effectiveness of internal controls over financial reporting. • Tell us how far you believe the errors go back and whether you quantified the impact on periods prior to 2019.

to the above bullet, ensure you include a thorough discussion and description of the control deficiency to the extent one was identified, the Company’s evaluation of whether it was a control deficiency, significant deficiency, or material weakness, and any remediation plans. To the extent the Company concluded there was not a control deficiency, tell us why.

Provide us with your assessment of materiality supporting your conclusion that it was immaterial.

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Ensure that your response thoroughly addresses both qualitative and quantitative factors as well as an objective assessment of materiality from the perspective of a reasonable investor, including your consideration of guidance in ASC 250, SAB 99, and management’s assessment of the design and effectiveness of internal controls over financial reporting.

Tell us how far you believe the errors go back and whether you quantified the impact on periods prior to

2019.

RESPONSE

Background

Aon typically holds funds on behalf of clients, including premiums received from clients and claims due to clients that are in transit to and from insurers. 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 the Company collects and remits cash. The Company earns investment income on these accounts, which is classified as Revenue on the Company’s Statements of Income. Due to the fiduciary funds’ inherent connection with operating revenue, Aon historically presented cash inflows and outflows related to fiduciary cash, fiduciary receivables, and fiduciary liabilities as separate offsetting activities within Cash flows from operating activities, which was consistent with certain other issuers who hold funds on behalf of clients.

Ernst & Young (“EY”) updated its interpretive guidance related to Accounting Standard Codification 230 – Statement of Cash Flows (ASC 230) in January 2022. Aon reviewed the update, specifically related to clarifications surrounding the classification of funds held on behalf of others and determined that the revised guidance required management to re-assess its previous conclusions. 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 changes in cash, cash equivalents, restricted cash and restricted cash equivalents in the statements of cash flows and the related beginning and ending balances, regardless of what balance sheet line item those amounts are included in. The updated interpretive guidance published by EY states 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 SEC staff believes these cash flows are most appropriately classified as financing activities; however, classification as operating activities may also be acceptable.

In compliance with this clarified interpretive guidance, Aon revised the presentation on the Statements of Cash Flows to include fiduciary cash activity within the Net increase in cash and cash equivalents and funds held on behalf of clients line, as well as the beginning and end of period Cash and cash equivalents and funds held on behalf of clients lines as of December 31, 2021, 2020, and 2019. The net changes in fiduciary receivables and liabilities activity were revised to be presented within Cash flows from financing activities on the Statements of Cash Flows for all periods presented (collectively, the “error” or “misstatement”). There was no impact to the Consolidated Statements of Income, Statements of Comprehensive Income, Statements of

Financial Position, or Statements of Shareholders’ Equity for any period presented. Further, there was no change to any of Aon’s key metrics identified by management and deemed meaningful to our investors and analysts, as described in further detail in the following section, “Analysis of Materiality under SAB 99.”

Aon assessed the cause of the error and concluded it was not the result of a control deficiency, as described in further detail under the section entitled “Evaluation of Internal Controls over Financial Reporting.” While the Company concluded there was not a control deficiency, the Company’s control evaluation considered that if a control was absent, or was not designed or operating effectively, whether or not that potential deficiency could be indicative of a material weakness, or significant deficiency. This is also described in further detail under the section entitled, “Evaluation of Internal Control Over Financial Reporting” below. As part of the Company’s internal control processes, issuances of new accounting standards, including interpretive publications from our auditor and regulators, are closely monitored and evaluated for impact by the appropriate subject matter experts, and conclusions are communicated accordingly and implemented timely. We reviewed the matter and resolution with our external auditors, internal legal counsel, investor relations, and, through proper governance communication channels, our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and the Audit Committee.

While the error would have existed for all periods in which we have held cash for others, Aon did not quantify the impacts prior to 2019 for two primary reasons. First, Aon adopted ASU 2016-18 Statement of Cash Flows (Topic 230) – Restricted Cash (“ASU 2016-18” or the “ASU”) on January 1,

2018. In addition to the periods presented in the 2021 Form 10-K, 2018 would have been similarly impacted. As described further below, management concluded on this point that correction of 2018 was not warranted. The ASU eliminated the diversity in the presentation of restricted cash in the statement of cash flows and required that cash, cash equivalents, and restricted cash be included in the beginning-of-period and end-of-period totals in the statement of cash flows and that activity affecting those balances be shown in the reconciliation of the beginning and ending balances. The ASU did not provide a definition of restricted cash or restricted cash equivalents. Aon concluded that funds held on behalf of clients are not restricted cash and therefore were not determined to be within the limited scope of the ASU upon adoption on January 1, 2018.

Second, based on the materiality analysis performed and described in the following section, management determined the error to be immaterial as it was not believed to be meaningful to investors or other users of the financial statements. The Company has identified four key metrics that are believed to be meaningful to our investors and analysts, which include revenue growth, operating margin, earnings per share, cash flows from operations and their corresponding non-GAAP metrics, which are organic revenue growth, adjusted operating margin, adjusted diluted earnings per share, and free cash flow

(“FCF”) (collectively, our “key metrics”). Management believes that these key metrics are important to make meaningful period-to-period comparisons and are helpful to investors and analysts to assess performance of the Company and make decisions. Management also uses these key metrics to assess operating performance and performance for purposes of compensation. The error did not impact any of our key metrics for any period presented in the Form 10-K filed for the year ended December 31, 2021, nor do we believe it could have impacted any key metric for any preceding year.

Analysis of Materiality under SAB 99

To evaluate the materiality of the error, we considered the 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), as well as statements made by the SEC’s former

Associate Chief Accountant, as well as its Acting Chief Accountant1. In accordance with the guidance and speeches referenced above, we considered both quantitative and qualitative factors in our assessment of materiality as described below. In addition to the nine non-exclusive qualitative factors set forth in SAB 99, we also considered additional qualitative factors, set forth below, to ensure

“a holistic and objective assessment from a reasonable investor’s perspective.”

Quantitative Analysis:

We have analyzed the impact of the error from a quantitative perspective to determine materiality as follows:

The primary financial metric that was impacted by the correction is Cash provided by (used for) financing activities. The change to the financing activities section of the statement of cash flows was to add a line item for Increase in fiduciary liabilities, net of fiduciary receivables. The addition of this line item did not impact the amounts historically presented for any other line item within the financing section of the Statements of Cash Flows, nor did it result in modification to the Company’s historical disclosures regarding fiduciary funds held on behalf of clients, which contained substantially all relevant underlying information, in the footnotes and MD&A. Additionally, while the correction changed the amount of Cash provided by (used for) financing activities in each impacted period, in no period did it change from provided by to used for or from used for to provided by. For these reasons, in assessing the quantitative impact, the Company concluded the correction did not alter the total mix of information made available to investors.

As stated above, the Company has identified certain key metrics that are believed to be meaningful to our investors, and the error had no impact on any reported key metric for any year presented in the Form 10-K as of December 31, 2021, nor do we believe it could have impacted any key metric for any preceding year. Aon does not provide guidance on financing cash flows, nor do we believe that our investors project financing cash flows. Additionally, there was no impact to the Consolidated Statements of Income, Statements of Comprehensive Income, Statements of Financial Position, or Statements of Shareholders’ Equity for any period presented in the Form 10-K as of December 31, 2021.

At the time of our analysis, we evaluated the speech by Todd E. Hardiman, Associate Chief Accountant, Division of Corporation Finance, U.S. Securities and Exchange Commission, Remarks Before the 2007 AICPA National Conference on Current SEC and PCAOB Developments (December 11, 2007), available at http://www.sec.gov/news/speech/2007/spch121107teh.htm. This concept was later discussed and confirmed by Paul Munter, Acting Chief Accountant, U.S. Securities and Exchange Commission, with statements made on Assessing Materiality: Focusing on the Reasonable Investor When Evaluating Errors (March 9, 2022), available at https://www.sec.gov/news/statement/munter-statement-assessing-materiality-030922.

In assessing the impact of the error correction on the Statements of Cash Flows, management believes the most relevant measure for assessing materiality on a quantitative basis is the impact of the error on total Cash provided by operating activities. Cash provided by operating activities is a key financial metric and is a significant component of the

Company’s calculation of FCF, a key non-GAAP metric used by management and investors. Total Cash provided by operating activities was not impacted as a result of the error correction, and neither was FCF.

While there was no impact of the error correction on Cash provided by operating activities in the Statements of Cash Flows, certain offsetting balances that were previously presented within Cash flows from operating activities were reclassified elsewhere on the Statements of Cash Flows. Nevertheless, because of the impact to certain line items within the Statements of Cash Flows and consistent with

ASC 205-10-50-1, the Company provided a full quantitative reconciliation for the periods presented as well as the 2021 interim periods affected in Note 1 of the Form 10-K for the year ended December 31,

2021.

Qualitative Analysis:

We also analyzed the impact of the error from a qualitative perspective to determine materiality. Consistent with the comments made by Mr. Hardiman and as noted in a statement released by Paul Munter, Acting Chief Accountant, U.S. Securities and Exchange Commission on

March 9, 2022, “the determination of whether an error is material is an objective assessment focused on whether there is a substantial likelihood it is important to the reasonable investor”. The statement further noted that

“the Supreme Court has held that a fact is material if there is: “a substantial likelihood that the ... fact would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available.”” Management and our investors measure the operating performance of the Company based on our key metrics, which are consistently reported on a quarterly basis. We believe that the impact of an error on these key metrics is what is most meaningful to investors. As such, since the error does not impact our key metrics (both GAAP and Non-GAAP), Consolidated Statements of Income, Statements of Comprehensive Income, Statements of

Financial Position, or Statements of Shareholders’ Equity, we concluded that the error does not alter the total mix of information made available and would not be considered meaningful to our investors.

The qualitative factors that we considered included the following:

The misstatement arises from an item capable of precise measurement or whether it arises from an estimate and, if so, the degree of imprecision inherent in the estimate. The error arose from an item capable of precise measurement, rather than an estimate.

The misstatement masks a change in earnings or other trends. As the error was a cash flow classification misstatement, it has no effect on earnings or other trends (e.g., the error did not impact trends in Cash provided by operating activities, Cash used for financing activities or FCF). Further, the error had no impact on total Cash provided by operations for any period presented.

The misstatement hides a failure to meet analysts’ consensus expectations for the enterprise. Our analysts’ set estimate expectations for certain non-GAAP metrics, including organic revenue growth, adjusted operating margin, adjusted earnings per share, and FCF. As the error had no effect on earnings or any of the Company’s key metrics for any period presented, the error does not hide a failure to meet analysts’ expectations for those periods.

The misstatement changes a loss into income or vice versa. As noted above, the error had no impact on earnings and therefore could not change a loss into income or vice versa. Further, the correction of the error did not change Cash provided by operating activities to Cash used in operating activities or Cash used for financing activities to Cash provided by financing activities for any period presented.

The misstatement concerns a segment or other portion of the registrant’s business that has been identified as playing a significant role in the registrant’s operations or profitability. The misstatement had no impact on the Company’s operations or profitability.

The misstatement affects the registrant’s compliance with regulatory requirements. There are no known impacts with any regulatory requirements related to this misstatement.

The misstatement affects the registrant’s compliance with loan covenants or other contractual requirements. Loan covenants and other contractual requirements were not affected by the error.

The misstatement has the effect of increasing management’s compensation. Management compensation is based on certain revenue and profitability metrics. As the misstatement had no impact on income, the error had no impact to management incentives.

The misstatement involves concealment of an unlawful transaction. The error does not involve concealment of an unlawful transaction.

The misstatement demonstrates volatility in market trends or significant positive / negative reactions from the investing public. The error was not impacted by volatility in market trends, and Aon did not observe any negative reactions from the investing public following the disclosure of the error in the Form

8-K filed on February 4, 2022. Following the filing of the Form 8-K, Aon observed a modest increase in share price, which continued to remain elevated following the subsequent filing of the Form 10-K. However, management does not believe the increase in share price was attributable to the change in presentation, given the lack of inquiries or statements by analysts or investors.

The misstatement affects entity-specific trends and performance metrics that may influence investment decisions. As stated above, the Company has identified certain key metrics that are believed to be meaningful to our investors to make period-to-period comparisons and assess operating performance. The error had no impact on any key metric for the periods presented nor do we believe it could have impacted any key metric for any preceding year.

The misstatement is a one-time item and does not alter investors’ perceptions of key trends affecting the entity. As stated above, no key metrics or trends were impacted by the error, and therefore management believes that the error did not alter investors’ perceptions. However, for comparability purposes, the correction made in the Form 10-K revised all periods presented.

The misstatement relates to items involving related parties or known users. The error identified did not involve related parties or known users.

The misstatement causes the disclosures to not be adequate or omit information not specifically required by

U.S. GAAP but is important to the understanding of the financial statements or conveys something in a false or misleading manner. The error does not cause the financial disclosures on Forms 10-K or Forms 10-Q to be inadequate, and we do not believe the presentation error would cause a reasonable user of the financial statements to be misled regarding our operating results, liquidity, or financial condition. Aon has historically disclosed substantially all underlying information related to the correction in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) under Liquidity and Financial

Condition and Note 2 to the Consolidated Financial Statements of the Form 10-K, under Fiduciary Assets and Liabilities of the current and historic Form 10-K and Form 10-Q filings.

The misstatement affects other information communicated in documents containing audited financial statements that may reasonably be expected to influence economic decisions of the users of the financial statements (i.e. management discussion and analysis). The error did not impact any key metrics and did not appear to receive a negative or positive reaction from investors once disclosed, and it is not expected to influence economic decisions of users of the financial statements. Further, the error did not have any impact to existing disclosures surrounding fiduciary funds contained within

MD&A of the current and historic Form 10-K and Form 10-Q filings.

The misstatement may have a material effect on the next interim financial statements that are publicly issued.

The misstatement identified during our preparation of the 2021 Form 10-K was corrected prior to filing and did not have a material effect on the next interim financial statements that were filed.

Consistent application will be applied to future interim financial statements, and the misstatement is not expected to have a material effect on future filings.

The misstatement relates to the incorrect selection or application of an accounting policy that has an immaterial effect on the current period’s financial statements but is likely to have a material effect on future periods’ financial statements. The misstatement identified relates to an incorrect application of ASC 230, based on review of available interpretive guidance at the time of adopting ASU 2016-18, but does not have a material effect on either the prior or future periods’ financial statements. Upon issuance of EY’s updated interpretive guidance in January 2022, which specifically addressed ASC 230’s applicability to funds held on behalf of clients, Aon re-assessed its previous conclusion and disclosed the immaterial error correction in its Form 10-K for the period ended December 31, 2021.

The misstatement would not be of little cost to the company to correct an error and would require major delays in reporting or expenditures to correct. The misstatement was identified and corrected during the preparation of the timely filing of the 2021 Form 10-K.

Based on the foregoing analysis, we concluded prior to issuance of the 2021 Form 10-K that the facts and circumstances relating to the error did not present a substantial likelihood of affecting the judgment of a reasonable investor. This was further evidenced by the lack of questions or comments by rating agencies, investors and analysts, as well as the lack of decline in our stock price for the period following the disclosure of the error, which further supported the Company’s conclusion that the error was immaterial to the Consolidated Financial Statements.

Management also evaluated the impact on the 2018 financial statements, which based upon the January 1, 2018 adoption of ASU 2016-18 would be the only period not addressed by the correction. As noted above, while the correction changed the presentation of fiduciary receivables, fiduciary liabilities and funds held on behalf of clients, it did not meaningfully alter the aggregate disclosures in the Company’s Consolidated Financial Statements or MD&A. Further, while total Cash provided by (used for) financing activities would change, no other individual line-item amount within the financing section of the 2018 financial statements would change. For these reasons management concluded correction of the 2018 financial statements was not warranted.

Evaluation of Internal Control over Financial Reporting

The Company evaluated whether a control deficiency existed or exists in its internal controls over financial reporting (“ICOFR”) and whether our disclosure controls and procedures were effective as of December 31, 2021. In doing so, for the indicated periods, we performed a robust and comprehensive analysis surrounding the cause of the error and if any identified control deficiency could represent a material weakness or significant deficiency.

In evaluating the existence of a material weakness, the Company reviewed indicators outlined in the Public Company Accounting Oversight Board’s Auditing Standard 2201 – An Audit of Internal Control Over Financial Reporting That Is Integrated with An Audit of Financial Statements. Management concluded that no indicators were applicable to the identification of the error and that our processes did not fail to prevent a material misstatement. As discussed above, management has concluded that regardless of the size of the impact on certain line items in the

Statements of Cash Flows, the error was not qualitatively meaningful to our investors due to the lack of impact on any key metrics and the other qualitative factors analyzed above. As such, management believes that the revision did not represent a material weakness in our internal controls over financial reporting.

We further did not identify a significant deficiency based on review of underlying controls, discussed in detail below. However, as part of our quarterly governance disclosure process, the Audit Committee was informed of management’s findings and conclusions prior to issuance of our Form

8-K for the fourth quarter 2021 earnings filed on February 4, 2022, which included disclosure of the error.

Finally, in evaluating the existence of a control deficiency, we considered the design and operating effectiveness of our quarterly procedures, specifically those surrounding the preparation and review of our Statements of Cash Flows. We believe that management has a robust internal control process to regularly discuss and make revisions to matters in Aon’s SEC filings. With respect to the Consolidated Statement of Cash Flows, the Company conducts detailed reviews on a quarterly basis that include:

Management reviews newly issued Accounting Standard Updates by the Financial Accounting Standards Board with the

Principal Accounting Officer. An attribute of this control includes management review of other interpretive guidance and analysis, as relevant.

A robust quarterly review of Aon’s Statements of Cash Flows conclusions against ASC 230, including the latest revisions of interpretive guidance.

Ultimately, management believes that the error was derived by the incorrect application of

ASC 230, due to discretion and judgement applied in the absence of relevant interpretive guidance. There has historically been diversity in practice amongst companies who hold funds on behalf of clients, including Aon’s peers, which we believe supports the view that judgement was previously required. The revised interpretive guidance issued by EY in January 2022 was identified and reviewed under Aon’s existing control structure and the new information required management to re-assess its position and make the necessary revisions.

Based on the control considerations outlined above, management specifically considered the following in its assessment of the existence of a control deficiency:

Management took all of the appropriate steps to interpret the guidance and discuss the guidance with key internal stakeholders, as well as with its external auditors,

Management deemed the design and operating effectiveness of the quarterly controls in place effective,

Management did not identify a gap in controls, and

As documented in the qualitative and quantitative assessment above, the error identified was immaterial to the financial statements, and therefore the Company’s controls operated effectively, in all material respects, (i.e., the Company adopted the ASU in a materially correct manner, and the controls did not fail to prevent a material misstatement to the financial statements).

The interpretive guidance issued by EY in January 2022 was timely reviewed and the related change in presentation was made in the 2021 Form 10-K. Historical conclusions regarding the applicability of restricted cash guidance were made based on ASU 2016-18, which appeared to support diversity in practice amongst issuers who hold funds on behalf of clients. As such, management concluded that both the historical and existing controls at the Company are appropriately designed, and no control deficiency was identified.

The Company’s control documentation in adopting ASU 2016-18 included evidence of fiduciary cash presentation being evaluated by management and management’s overall conclusion that fiduciary cash is not restricted cash and should not be classified as such in the Statements of Cash Flows. Further, management concluded that the new guidance did not require a change in presentation of fiduciary cash on the Statement of Cash Flows and the then existing disclosures and presentation were sufficient. Management’s conclusion also considered that the previously issued Form 10-Ks and Form 10-Qs provided clear and transparent disclosures about the nature and comparative amounts related to fiduciary cash.

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We note your disclosure on page 32 regarding AUM-based delegated investment management revenue. In future filings, please enhance your disclosures to more fully explain AUM movements impacting your revenues, such as quantification of related AUM size trends, explanation of AUM-based fee arrangements, and what is driving those changes period-over-period.

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In addition, clarify whether you hold any related assets under management and, if so, quantify this and explain your responsibilities related to them. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company will enhance disclosure in future filings to more fully explain AUM-based fee arrangements. Specifically, the Company expects to include an explanation in future Form 10-K filings that would indicate that AUM-based delegated investment management revenue is generally earned as agreed-upon basis points based on AUM and, to a lesser extent, the Company earns performance fees in connection with its AUM-based delegated investment management business.

The Company respectfully advises the Staff that,

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while the results of the Company’s Wealth Solutions line are important to an understanding of the Company’s overall financial results, the impacts from movements in AUM are, and are expected to continue to be, immaterial to the total revenue of the Company and its Consolidated Financial Statements. For example, the largest year-over-year quarterly revenue impact from AUM movements during the three years ended September 30, 2022, represented 0.2% of the Company’s total revenue for that quarter, and less than 2% of the Company’s Wealth Solutions line revenue for that quarter. AUM movements for that quarter were 7%. Given that the revenue impacts from AUM movements are immaterial, the Company does not believe it would enhance a reader’s understanding of the Company’s changes in results of operations if the Company were to provide enhanced disclosures regarding AUM movements, such as quantifying size trends or the revenue impacts therefrom, or if the Company were to provide an explanation of drivers in AUM movements, in future filings. To the extent revenue impacts from AUM movements become or are reasonably likely to become material, the Company will include enhanced disclosures regarding AUM movements in future Form 10-Q and Form 10-K filings.

Further to the above, the portion of AUM held by the Company on behalf of related parties and affiliates is also immaterial. As of September 30, 2022, AUM held by the Company on behalf of related parties and affiliates approximated less than 1% of Aon’s total assets under management.

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Please include here, and in the first Q&A on page 1, the value of the per share consideration to WTW shareholders at key dates relevant to the transaction, such as March 4, 2020, March 6, 2020 and a date closer to the date you begin to distribute your proxy statement to your shareholders.

The Company has revised the disclosure on pages 1, 18 and 67. Read in the reply ↗

Please indicate on page 22-23, under the "Opinion of ..." sections as well as this section, if you intend to seek an updated fairness opinion from Goldman Sachs and Credit Suisse in light of the market fluctuations that have occurred as a result of the recent COVID-19 outbreak. If so, please indicate how you will provide shareholders with any such updated fairness opinion.

The Company respectfully advises the Staff that it does not intend to obtain an updated fairness opinion from Credit Suisse prior to the closing of the transaction and refers the Staff to the disclosure on page 38 under “The opinions of Aon’s and WTW’s respective financial advisors will not reflect changes in circumstances between the signing of the Read in the reply ↗

Please describe the material terms of Mr. Haley's employment agreement for his position as Executive Chairman of Aon that will be in effect upon closing of the transaction.

The Company has revised the disclosure on pages 24, 37, 109 and 202 include the fact that no terms of the post-closing service or employment of any WTW director or executive officer have been agreed between the Company and any such individual (except, in the case of Mr. Haley, that his title will be Executive

Chairman of the Company focusing on growth and innovation). To the extent the material terms of Mr.

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Haley’s employment agreement for his position as Executive Chairman of the Company are agreed prior to the date of the definitive proxy statement, the disclosure will be updated accordingly.

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If you have any additional questions or require any additional information with respect to this letter or the Revised Proxy Statement, please do not hesitate to contact me by email at charles.ruck@lw.com or by telephone at (714) 755-8245.

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Revenue from Contracts with Customers, page 12 1. Regarding your disclosures for revenue from contracts with customers, please tell us your consideration of disclosing the following: • A more detailed description of your significant payment terms than a statement that they are consistent with current industry practices. See ASC 606-10-50-12b.

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• For methods used to recognize revenue over time, a description of the output methods or input methods used and why the methods used provide a faithful depiction of the transfer of services with linkage to the type of revenue discussed in the sentences that begin with either, “Revenue primarily includes…,” or “Revenue consists primarily of…” See ASC 606-10-50-18. • For performance obligations satisfied at a point in time, a description of the significant judgments made in determining when a customer obtains control over services promised by the Company with linkage to the type of revenue discussed in the sentences that begin with either, “Revenue primarily includes…” or “Revenue consists primarily of…” See ASC 606-10-50-19. • For revenue lines Commercial Risk Solutions and Health Solutions, disclosures related to significant judgments in determining the transaction price for the revenues recorded “net of allowances for estimated policy cancellations” and “net of reserves for estimated cancellations”, respectively. See ASC 606-10-50-17 and -20. 2. We note that you recognize certain revenues at a point in time and certain revenues over time. Please tell us your consideration of disaggregating revenues by this distinction. Refer to ASC 606-10-55-91f.

A more detailed description of your significant payment terms than a statement that they are consistent with current industry practices. See ASC 606-10-50-12b.

ASC 606-10-50-12(b) requires disclosure information about an entity’s performance obligations, including significant payment terms.

On page 12 of Aon’s Form 10-Q for the Quarterly Period Ended June 30, 2018, the Company states that payment terms are consistent with current industry practices.

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The Company discloses in the Disaggregation of Revenue on pages 12 and 13 the nature of revenue payments, primarily commissions, compensation from insurance and reinsurance companies for services provided to them, and fees from clients depending on the arrangement and service line. Significant financing components are typically not present in Aon’s arrangements, and therefore, were not included in the disclosure.

In response to the Staff’s comments, beginning with the Company’s Form 10-Q filing for the quarter ended September 30, 2018, Aon will supplement its disclosure in our Revenue from Contracts with Customers Note to the Condensed Consolidated

Financial Statements to indicate that significant financing components are typically not present in Aon’s arrangements and to describe payment terms, including the timing of payment terms. For example, for the Commercial Risk Solutions revenue line, the Company will disclose “Commissions and fees for brokerage services may be invoiced at the effective date of the underlying policy or over the term of the arrangement in instalments during the policy period.” Similar language outlining typical payment terms for each revenue line will be included in the Revenue from Contracts with Customers Note beginning with the Company’s Form 10-Q filing for the quarter ended

September 30, 2018.

For methods used to recognize revenue over time, a description of the output methods or input methods used and why the methods used provide a faithful depiction of the transfer of services with linkage to the type of revenue discussed in the sentences that begin with either, “Revenue primarily includes…,” or “Revenue consists primarily

ASC 606-10-50-18 require disclosure of the following for performance obligations satisfied over time:

a.

The methods used to recognize revenue (for example, a description of the output methods or input methods used and how those methods are applied) b.

An explanation of why the methods used provide a faithful depiction of the transfer of goods or services.

The Company considered the disclosure requirements of ASC 606-10-50-18 related to performance obligations satisfied over time, including the materiality of such arrangements, when disclosing qualitative information related to revenue from contracts with customers. Retirement Solutions and Data & Analytic Services revenue lines include arrangements that are typically recognized over time, and therefore, additional information was incorporated in the disclosure to indicate that revenue will be recognized based on a measure of progress that depicts the transfer of control of the services to the customer utilizing an appropriate input or output measure. A limited number of arrangements are recognized over time for the Commercial Risk Solutions, Reinsurance Solutions, and Health Solutions revenue lines are not deemed material, and therefore, were not described further in the disclosures. Accordingly, the Company considered that the current disclosures related to arrangements recognized over time were appropriate.

In response to the Staff’s comments, beginning with the Company’s Form 10-Q filing for the quarter ended September 30, 2018, Aon will supplement its disclosure in our Revenue from Contracts with Customers Note to the Condensed Consolidated Financial Statements to further describe the inputs and output methods used and why the methods used provide a faithful depiction of the transfer of services. For example, for the Retirement Solutions revenue line, the following language noted in bolded text will be reflected in the disclosure on a prospective basis: “Revenue recognized for these arrangements are typically recognized over the term of the arrangement based on input or output measures to depict the transfer of control of the services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services, or for certain arrangements at a point-in-time upon completion of the service. For consulting arrangements recognized over-time, revenue will be recognized based on a measure of progress that depicts the transfer of control of the services to the customer, utilizing an appropriate input or output measure to provide a reasonable assessment of the progress towards completion of the performance obligation including units delivered or time elapsed. Fees paid by clients for consulting services are typically charged on an hourly, project or fixed-fee basis, and revenue for these arrangements is typically recognized based on time incurred, days elapsed, or reports delivered. Revenues from time-and-materials or cost-plus arrangements are recognized as services are performed using input or output measures to provide a reasonable assessment of the progress towards completion of the performance obligation including hours worked, and revenue for these arrangements is typically recognized based on time and materials incurred. Reimbursements received for out-of-pocket expenses are recorded as a component of revenue.” Similar, relevant language will be added to the description of each of the five revenue lines in the Revenue from Contracts with Customers Note in the Company’s Form 10-Q filing for the quarter ended September 30, 2018.

For performance obligations satisfied at a point in time, a description of the significant judgments made in determining when a customer obtains control over services promised by the Company with linkage to the type of revenue discussed in the sentences that begin with either, “Revenue primarily includes…” or “Revenue consists primarily of…” See ASC 606-10-50-19.

The Company considered the requirements of ASC 606-10-50-19, which requires disclosure of significant judgments made in evaluating when a customer obtains control of promised goods or services for performance obligations satisfied at a point in time.

For retail and reinsurance brokerage, the service promised to the customer is placement of an effective insurance or reinsurance policy, respectively. Accordingly, at the completion of the insurance or reinsurance policy placement process and once coverage is effective, the customer has obtained control over the services promised by the Company on such coverage effective date. Judgment is not typically required when identifying the effective date of coverage.

The Company discloses situations where revenue is recognized at a point in time, typically at the effective date of the underlying policy or upon completion of services to be provided to the client, which is most prevalent within the Commercial Risk Solutions, Reinsurance Solutions, and Health Solutions revenue lines and included in the relevant disclosures related to each of these revenue lines.

In response to the Staff’s comments, beginning with the Company’s Form 10-Q filing for the quarter ended September 30, 2018, Aon will supplement its disclosure in the Revenue from Contracts with Customers Note to clarify the transfer of control related to insurance and reinsurance brokerage arrangements as follows: “In

Aon’s capacity as an insurance and reinsurance broker, the service promised to the customer is placement of an effective insurance or reinsurance policy, respectively. At the completion of the insurance or reinsurance policy placement process once coverage is effective, the customer has obtained control over the services promised by the Company. Judgment is not typically required when assessing whether the coverage is effective.”

For revenue lines Commercial Risk Solutions and Health Solutions, disclosures related to significant judgments in determining the transaction price for the revenues recorded “net of allowances for estimated policy cancellations” and “net of reserves for estimated cancellations”, respectively. See ASC 606-10-50-17 and -20.

ASC 606-10-50-17 requires an entity to disclose the judgments, and changes in the judgments, made in applying the guidance in ASC 606 that significantly affect the determination of the amount and timing of revenue from contracts with customers. In particular, an entity shall disclose the judgments, and changes in the judgments, used in determining both the timing of satisfaction of performance obligations and the transaction price and the amounts allocated to performance obligations.

ASC 606-10-50-20 requires that an entity disclose information about the methods, inputs, and assumptions used for the following:

Determining the transaction price, which includes, but is not limited to, estimating variable consideration, adjusting the consideration for the effects of the time value of money, and measuring noncash consideration

When addressing the disclosure requirements of ASC 606-10-50-17 and ASC 606-10-50-20, the Company considered that allowances for estimated policy cancellations and reserves for estimated cancellations in the Commercial Risk Solutions and Health Solutions revenue lines, respectively, are not material to the Company’s Consolidated Financial Statements as the total reserve for policy cancellations was less than 0.3% of revenue for the annual period ended December 31, 2017. Therefore, the

Company did not believe these constitute a significant judgement in determining the transaction price and did not include further disclosure. Additionally, it is standard industry practice to recognize a policy cancellation reserve for typical brokerage arrangements, and therefore was included in the disclosure to indicate consistency within the Company’s industry.The Company continues to believe that the current disclosures are appropriate.

2. We note that you recognize certain revenues at a point in time and certain revenues over time. Please tell us your consideration of disaggregating revenues by this distinction. Refer to ASC 606-10-55-91f.

Response

ASC 606-10-55-90 describes that when selecting the type of category (or categories) to use to disaggregate revenue, an entity should consider how information about the entity’s revenue has been presented for other purposes, including all of the following:

Disclosures presented outside the financial statements (for example, in earnings releases, annual reports, or investor presentations),

Information regularly reviewed by the chief operating decision maker for evaluating the financial performance of operating segments c.

Other information that is similar to the types of information identified in (a) and (b) and that is used by the entity or users of the entity’s financial statements to evaluate the entity’s financial performance or make resource allocation decisions.

ASC 606-10-55-91f provides examples of disaggregation of revenue categories that might be appropriate including, but are not limited to, all of the following:

Type of good or service (for example, major product lines)

Geographical region (for example, country or region)

Market or type of customer (for example, government and nongovernment customers) d.

Type of contract (for example, fixed-price and time-and-materials contracts) e.

Contract duration (for example, short-term and long-term contracts) f.

Timing of transfer of goods or services (for example, revenue from goods or services transferred to customers at a point in time and revenue from goods or services transferred over time) g.

Sales channels (for example, goods sold directly to consumers and goods sold through intermediaries).

The Company considered the most appropriate categories for users of our financial statements in accordance with ASC 606-10-55-90 and ASC

606-10-55-91. The Company determined that the appropriate categories for disaggregation of revenue are the type of good or service and geographical region based on the guidance in ASC 606-10-55-90. As part of this analysis, the Company considered the various criteria found in ASC 606-10-55-90 and noted that disaggregation of revenues at a point in time and over time is not typically presented externally, used by the chief operating decision maker when evaluating financial performance, or used by the Company to evaluate the financial performance or make resource allocation decisions. Furthermore, because Aon presents revenue on a disaggregated basis for the five primary revenue lines, each of which has a predominant pattern of revenue recognition timing, further disaggregation based on the timing of recognition was not considered to add additional insight for users of the Company’s financial statements.

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In your letter to us dated July 15, 2014, you discussed contacts with Syria and Sudan. As you are aware, Syria and Sudan are designated by the State Department as state sponsors of terrorism and are subject to U.S. economic sanctions and/or export controls. You do not provide disclosure about Syria or Sudan in your Form 10-K.

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Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria or Sudan since your 2014 letter, whether through subsidiaries, reinsurers, clients, affiliates, or other direct or indirect arrangements. In this respect, we are aware of a recent news article reporting that Aon Tunisie signed a memorandum of understanding with a Sudanese company. You should describe any services, technology or products you have provided to Syria or Sudan, directly or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities that they control.

A.

Background on Aon

Aon is a leading global professional services firm providing a broad range of risk, retirement and health solutions. Our 50,000 colleagues in 120 countries empower results for clients by using proprietary data and analytics to deliver insights that reduce volatility and improve performance. Aon’s clients include multinational, middle-market, and local companies in a wide range of industries around the world, as well as non-profit organizations, government entities, and individuals.

Aon is committed to full compliance with all laws and regulations relating to U.S.

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and other applicable foreign trade controls, including economic sanctions and export control laws and regulations. Aon uses a combination of automated screening tools, internal compliance policies and procedures, internal communications, dedicated compliance personnel, and specialized training programs to promote full compliance with applicable U.S. (and non-U.S.) economic sanctions programs, as well as Aon policy. Aon’s Global Trade Restrictions Policy restricts Aon from engaging in transactions or dealings that involve specified countries, territories, and parties that are the target of comprehensive sanctions implemented by the U.S. government and the governments of other countries in which the Company operates. The list of restricted countries and territories in Aon’s Global Trade Restrictions Policy includes Syria (which was the case at the time of Aon’s response to Staff in July 2014), and prior to October 23, 2017, also included Sudan (together, the

“Specified Countries”). As the Staff is aware, the United States suspended most of its sanctions against Sudan on January 17, 2017, through the issuance of a general license by the U.S. Department of Treasury’s Office of Foreign

Assets Control (“OFAC”). The United States revoked its comprehensive sanctions targeting Sudan on October 12, 2017. OFAC has explained that “effective October 12, 2017, U.S. persons will no longer be prohibited from engaging in transactions that were previously prohibited under the Sudanese Sanctions Regulations, 31 C.F.R. part 538 (SSR).” See Sudan FAQs for OFAC Website, available at https://www.treasury.gov/resource-center/sanctions/Programs/Documents/20171006_sudan_faqs.pdf (Oct. 6, 2017).

B.

Industry Background on the Nature of Contacts With the Specified Countries

Across each of the Company’s revenue lines, the Company’s clients are often multinational companies that typically have multiple contacts with multiple countries. These contacts can range from minimal (such as an occasional sale of products or services into a country) to more extensive (such as maintaining a subsidiary in another country). The location and breadth of these client contacts will, in part, dictate the location and breadth of Aon’s contacts.

In Aon’s Commercial Risk, Reinsurance and Health Solutions revenue lines, the Company typically earns commissions (usually calculated as a percentage of the insurance premium) or a fee for arranging coverage for clients. A client’s insurable risks may have features that are not country-specific and perhaps not even measurable on a country-specific basis. For example, multinational clients typically manage their insurance needs on a consolidated basis on behalf of their global subsidiaries and affiliates, and it is common for insurance policies taken out by such clients to have worldwide coverage, at times without reference to specifically identified countries. In those situations, to the extent that coverage for Sudanese or Syrian risks is not already specifically excluded, if a client’s activities with respect to the Specified Countries are de minimis relative to its overall activities, then the incremental impact on the associated insurance premiums and Aon’s revenue would be de minimis, if not zero. Other insurable risks could be dependent on the countries in which a client operates or with which it may otherwise have contacts, which could have an incremental impact on the associated insurance premiums.

Similarly to its other revenue lines, Aon typically earns a fee for providing investment advisory services, actuarial services or performance, reward or talent solutions to clients through its Retirement Solutions revenue line. For investment advisory and actuarial services, work is typically completed at locations where Aon’s clients have investment advisory or actuarial service needs and/or where the clients have employees, or where those employees reside or have beneficiaries. For performance, reward and talent solutions, Aon’s services may be related to any jurisdiction where a client has a particular need for such support or where a multinational client has employees. In the event that any of these Retirement Solutions services directly or indirectly contact the Specified Countries, the activities related to the

Specified Countries also are expected to be de minimis.

Given these circumstances, Aon entities generally do not break down revenues according to the values attributable to each of the multiple countries with which Aon clients may have risk exposures, employees or other contacts with the Specified Countries. There may, however, be instances where a client’s contacts in specific countries rise to a quantitative level or are otherwise of a nature requiring Aon to initiate certain contacts on its client’s behalf, such as placing insurance policies into local markets to satisfy local law requirements, administering benefits for local employees or hiring another service provider for specialized local services that may be needed by a client. Where such client contacts or services are called for with respect to the Specified Countries, Aon corporate policy requires that its internal compliance department review such proposed contact for compliance with Company policy and applicable law. Aon is in the process of reviewing all potentially relevant transactions, as well as electronic operating systems, as discussed further below, to attempt to capture any flow of funds into or out of the Specified Countries.

C.

Aon’s Review Process

As noted above, on an ongoing basis, Aon Compliance reviews potential new business that may directly or indirectly involve Syria (and, prior to October 23, 2017, Sudan). If and when potential business related to Syria or Sudan is identified, Aon’s global compliance teams review the potential business in light of Aon’s obligations under all applicable law and the policies set forth above. As noted above, Aon has also initiated a targeted review of any potential direct or indirect contact with the Specified Countries.

This review is being conducted through electronic searches of Aon’s compliance systems, manual targeted searches of its electronic operating systems and databases, and manual reviews of its compliance logs and records in business areas and geographic areas within Aon where direct or indirect contacts with the Specified Countries could reasonably be anticipated to occur. The

Company identified systems, databases and business lines based on geographic coverage, volume of revenues supported by these systems and the likelihood that the systems or business lines might contain responsive information. As Aon’s financial systems do not track all data required to prepare a comprehensive response to the Comment Letter, Aon will supplement all electronic reviews with manual reviews of potentially relevant files.

D.

Initial Results

The Company’s responses below cover the period from June 1,

2014, through December 31, 2017 (the “Review Period”) and pertain to Aon, including its owned or controlled subsidiaries since the dates on which they were acquired by Aon. During the Review Period, the Company has not had an operational presence in the Specified Countries.

Aon has completed a targeted review of its compliance logs and electronic systems and has not identified transactions or dealings with or involving the Specified Countries that would be reportable under the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Securities Exchange Act of 1934, as amended.

The Staff references a “recent news article reporting that Aon Tunisie signed a memorandum of understanding with a Sudanese company.” Aon Holdings France SNC, a subsidiary of the Company, holds a 49% interest in a joint venture entity named Aon Socargest Tunisie S.A. (“Aon Tunisie”). Aon Tunisie is not a U.S. person for purposes of U.S. sanctions relating to Sudan. In March 2017, when the U.S. sanctions against Sudan were suspended as a result of the OFAC General License, Aon Tunisie and Sheikan Insurance and Reinsurance Company Limited (“Sheikan Insurance”), a government-owned or

-controlled Sudanese insurance and reinsurance company, entered into a memorandum of understanding regarding potential, future business between Aon Tunisie and Sheikan Insurance. Even though Aon Tunisie is not a U.S. person, and the United States lifted its country-wide sanctions against Sudan in October 2017, Aon Tunisie has not engaged in commercial transactions with Sheikan Insurance or other persons in Sudan since the March 2017 memorandum of understanding.

The information available to Aon at this time does not indicate that any quantitatively or qualitatively material contacts with the Specified

Countries have occurred, and Aon does not believe that its ongoing further review will result in the identification of any material direct or indirect business in the Specified Countries.

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Please discuss the materiality of any contacts with Syria and Sudan you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim

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period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. As you know, various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria and Sudan.

The Company has considered the quantitative and qualitative aspects of its contacts and activities with the Specified Countries identified to date, as well as expected contacts in light of its compliance policies set forth above, and concluded that the impact of these contacts and activities would not materially affect its reputation or share value.

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Aon expects the quantitative impact of the contacts relative to the Company’s worldwide revenue to be de minimis, and does not believe that such contacts have constituted a material investment risk to the Company’s security holders.

Qualitatively, the Company also expects that the contacts with the Specified Countries are not material. The Specified Countries are not generally considered by investors or industry analysts to be of particular strategic importance in the industries in which the Company operates. Further, due to the de minimis and indirect nature of its dealings involving the Specified Countries, the Company does not anticipate, in light of existing policies and procedures and the results of the initial review described above, that such dealings would have more than an inconsequential impact to its reputation or share value.

Aon will continue to consider the quantitative and qualitative materiality of its contacts as it completes its review.2

Supplemental Response Timeframe

As set forth above, to provide a full and complete response to the Comment Letter, Aon must manually review potentially responsive results from its initial review. The Company will submit a supplemental response letter promptly after its review is complete. Aon anticipates this review will be complete on or about March 31, 2018.

For the purposes of this assessment, Aon plc will consider contracts entered into, and other activities, by Aon plc, its subsidiaries, and its controlled and non-controlled affiliates.

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You state that you anticipate completing your review and filing a complete response by March 31, 2018. Please note that we may have further comment after we have considered your complete response.

Aon has reviewed its records for the period from June 1, 2014, through December 31, 2017 (the “Review Period”). Through its review, Aon has identified no direct transactions during the Review Period. We have defined “direct” as transactions directly between Aon entities and parties domiciled in Sudan or Syria (the “Specified Countries”), such as clients or insurance carriers in the Specified Countries.

This term includes the controlled affiliates of Aon plc and excludes legal entities in which Aon plc has a minority ownership interest and does not otherwise have legal control.

We have

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identified a limited number of indirect transactions touching the Specified Countries.

This would include, for example, cargo insurance held by a Canadian firm in connection with a sale of grain from Canada to Sudan, as well as global policies or human resources outsourcing services where a portion of the client’s business involves the Specified Countries or where the client’s employee, dependent, or a designated beneficiary is located in the Specified Countries, such as a global travel insurance policy for the employees of a pharmaceutical company, or global marine cargo insurance coverage for a vessel container line. In these circumstances, Aon has allocated a portion of its total revenue or the total premium based upon Aon’s best estimate of the proportion of the total business with such client or for such program that is, or might be, attributable to the Specified Countries.

In accordance with the methodology described in the

Initial Response and as set forth in the preceding paragraph, Aon has identified the following country-specific revenue, net premiums or claims during the Review Period, which are indirectly related to the Specified Countries (shown in U.S. Dollars and rounded to the nearest $10,000).

Sudan

2014

2015

2016

2017

Premium

800,000

920,000

1,530,000

1,490,000

Net Revenue

60,000

70,000

90,000

110,000

Claims

30,000

10,000

—

120,000

Syria

1,170,000

1,110,000

1,090,000

2,780,000

50,000

80,000

220,000

Aon did not identify any payments to vendors in the Specified Countries, any direct or indirect contacts with the government of a Specified Country, or an entity controlled by the government of a Specified Country, in each case, during the Review Period.

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You state in your response to comment 1 in our letter dated December 28, 2017 that you have completed a targeted review of your compliance logs and electronic systems and have not identified transactions or dealings involving Syria or Sudan that would be reportable under Section 13(r) of the Securities Exchange Act.

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Please note that information responsive to our request would include information about contacts with Syria and Sudan that would not be reportable under Section 13(r).

The Company has considered the quantitative and qualitative aspects of its contacts and activities with the Specified Countries during the

Review Period and has concluded that the impact of these contacts and activities would not materially affect its reputation or share value. The quantitative impact of such contacts relative to the Company’s worldwide revenue – which was

$9,998,000,000 in 2017 as reported in our Annual Report on Form 10-K for the year ended December 31, 2017 – is de minimis.

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Aon does not believe that such contacts have constituted a material investment risk to the Company’s security holders.

Qualitatively, the Company also has concluded that the contacts with the

Specified Countries are not material. The Specified Countries are not generally considered by investors or industry analysts to be of particular strategic importance in the industries in which the Company operates. Further, due to the de minimis and indirect nature of its dealings involving the Specified Countries, the Company does not believe, in light of existing policies and procedures described in the Initial Response, that such dealings have more than an inconsequential impact to its reputation or share value.2

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In your response to comment 2 in our letter dated December 28, 2017, you indicate that you do not believe the contacts with Syria and Sudan you have identified thus far in your review are material when considered in light of quantitative or qualitative factors.

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You also indicate that you do not expect that any additional contacts with those countries you identify as you complete your review will be material in light of quantitative or qualitative factors. Your letter setting forth the results of your completed review should describe to us all direct and indirect contacts with Syria and Sudan since your 2014 letter, and should tell us why you believe they are or are not material.

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