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CORRESP
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CORRESP

 Aon plc

The Metropolitan Building

 James
Joyce Street

 Dublin 1, Ireland D01 K0Y8

January 10, 2023

 VIA EDGAR

Ms. Cara Lubit and Mr. Robert Klein

 Division of
Corporation Finance, Office of Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Aon plc

Form 10-K for the Fiscal Year Ended December 31, 2021

Filed February 18, 2022

Form 10-Q for the Quarterly Period Ended September 30, 2022

Filed October 28, 2022

File No. 001-07933

Dear Ms. Lubit and Mr. Klein:

 Aon plc
(“Aon”, the “Company”, “Our”, or “Management”) is pleased to respond to the comments of the staff of the Securities and Exchange Commission (the “Staff”) contained in your letter (the “Comment
Letter”) dated December 23, 2022. For ease of reference, the numbering of the paragraphs below corresponds to the numbering of the Comment Letter, which we have incorporated into this response for your convenience.

Form 10-K for the Fiscal Year Ended December 31, 2021

Notes to Consolidated Financial Statements

 Note 1.
Basis of Presentation

 Revision of Previously Issued Financial Statements, page 59

1.
 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.

•

 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.

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 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

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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.

1
 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.

 3

 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 finan