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March 22, 2024
Darren Zeidel
EVP and General Counsel
Aon plc
Metropolitan Building
James Joyce Street
Dublin 1, Ireland D01 K0Y8
Re:Aon plc
Registration Statement on Form S-4
Filed February 26, 2024
File No. 333-277342
Dear Darren Zeidel:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
The Transaction
Structure of the Transaction, page 41
1.Please revise the pre- and 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. 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.

 FirstName LastNameDarren Zeidel
 Comapany NameAon plc
 March 22, 2024 Page 2
 FirstName LastName
Darren Zeidel
Aon plc
March 22, 2024
Page 2
Accounting Treatment of the Transaction, page 55
2.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. 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.
3.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. In addition, tell us and explain which
purchase price amount you used in connection with your investment significance test
above.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Sarmad Makhdoom at 202-551-5776 or Lory Empie at 202-551-3714 if
you have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or Tonya Aldave at 202-551-3601 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Jin Baek, Esq.