October 11, 2024

John Rogers
Chief Financial Officer
SMITH & NEPHEW PLC
Building 5, Croxley Park, Hatters Lane
Watford, Hertfordshire WD18 8YE

       Re: SMITH & NEPHEW PLC
           Form 20-F filed March 11, 2024
           File No. 001-14978
Dear John Rogers:

       We have reviewed your filing and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the Fiscal Year Ended December 31, 2023
2023 Performance, page 20

1.     We note the cross-references presented on page 257 to help readers find
the required
       disclosures of Form 20-F. In this regard, it is not clear that the
cross-references
       presented, particularly as it relates to the disclosure requirements of
Item 5 of Form
       20-F, are accurate. In addition, your 2023 group performance discussions
on pages 8
       and 20 and your segment 2023 performance discussions on pages 34, 39,
and 42 do
       not appear to fully comply with the disclosure requirements of Item 5 of
Form 20-F.
       Expand your disclosures to discuss the company   s financial condition,
changes in
       financial condition and results of operations for each year for which
financial
       statements are required. The discussion must include a quantitative and
qualitative
       description of the reasons underlying material changes. As an example,
expand your
       performance discussion to include a quantitative and qualitative
description of the
       reasons underlying material changes to your results of operations as set
forth in your
       financial statements, including revenues, gross margins, operating
profit and reported
       profit before tax.
Financial Statements
 October 11, 2024
Page 2

Note 2 Business segment information , page 180

2.     We note your disclosure that although ENT was identified as a new
operating
       segment, since it does not meet the quantitative threshold requirement
to be disclosed
       as a reportable segment, it remains aggregated with Sports Medicine as
they share
       similar characteristics. With reference to IFRS 8.12, please demonstrate
how you
       concluded that the aggregation of these operating segments was deemed
appropriate.
       Ensure you provide sufficient information, including the financial
information for
       both Sports Medicine and ENT that you considered, to support your
conclusion that
       they have similar economic characteristics.
3.     You indicate that the Group has identified the following items, where
material, as
       those to be excluded from operating profit when arriving at trading
profit: acquisition
       and disposal-related items; significant restructuring programmes;
amortisation and
       impairment of acquisition intangibles; gains and losses arising from
legal disputes;
       and other significant items. However, it appears that your segment
trading profit
       measure also excludes certain corporate costs. Please identify those
costs, and, to the
       extent material, quantify the material components for each period
presented.
4.     Pursuant to IFRS 8.23, for each reportable segment, please disclose
depreciation and
       amortization and material items of income and expense disclosed in
accordance with
       of IAS 1.97 that are included in your measure of segment profit.
Note 3 Operating profit, page 183

5.     Please address the need to present restructuring and rationalisation
expenses in your
       tabular presentation on the bottom of page 184 that identifies items
included in
       operating profit.
Note 6 Earnings per ordinary share, page 190

6.     We note your presentation of adjusted attributable profit and adjusted
earnings per
       ordinary share. Please remove these presentations as they are non-IFRS
measures
       and, as such, prohibited. Refer to Item 10(e)(1)(ii)(C) of Regulation
S-K.
Note 17 Provisions and contingencies, page 211

7.     You disclose that the principal elements within restructuring and
rationalisation
       provisions relate to the Operations and Commercial Excellence programme
       (programme) announced in February 2020 and the efficiency and
productivity
       elements of the 12-Point Plan (plan). We have the following comments:
           With reference to the definition of restructuring in IAS 37.10 and
the examples of
           restructurings set forth in IAS 37.70, please explain how the costs
associated with
           your programme and plan are appropriately accounted for and
classified as
           restructurings;
           For both the programme and the plan, please provide us sufficiently
           detailed descriptions of the activities performed and quantify the
underlying costs
           incurred by their nature (i.e. severance, asset impairments,
consulting fees,
           bonuses) for each period presented; and
           Notwithstanding the above bullets, with reference to IAS 37.80 and
.81, please
 October 11, 2024
Page 3

          expand your accounting policy to address the nature of expenditures
included in
          your provision. Ensure you provide a brief description of the nature
of the
          obligations underlying this provision for each period presented as
well as the
          other disclosures required by IAS 37.85.
Non-IFRS financial information - Adjusted measures, page 244

8.    We note your reference and discussion of trading profit, trading profit
margin, trading
      cash flow and trading profit to trading cash conversion ratio at the top
of page 245.
      However, your disclosures on pages 246-248 refer to terms such as
adjusted operating
      profit, adjusted profit before tax, adjusted attributable profit, cash
generated from
      operations, free cash flows, and leverage ratio. Please consistently
reference your non-
      IFRS measures.
9.    We note that your presentation of trading cash flows (adjusted cash
generated from
      operations) includes adjustments for acquisition and disposal-related
items,
      restructuring and rationalization costs and legal and other. Please tell
us how you
      concluded that this measure is consistent with the guidance in Item
10(e)(1)(ii)(A) of
      Regulation S-K which generally prohibits excluding charges or liabilities
that required
      or will require cash settlement from non-GAAP liquidity measures.
10.   For each material Non-IFRS adjustment you present, please expand your
disclosures
      to describe and quantify the specific nature of the costs included in
each adjustment as
      required by Item 10(e)(1)(i)(B) of Regulation S-K and Question 100.05 of
the
      Division of Corporation Finance   s Compliance & Disclosure
Interpretations on Non-
      GAAP Financial Measures.
11.   We have the following comments on your leverage ratio:
          Please revise your label, leverage ratio, to clarify that your
measure includes
        adjustments to EBITDA;
          Please reconcile adjusted EBITDA to the most directly comparable
        IFRS measure, attributable profit, as required by Item 10(e)(1)(i)(B)
of Regulation
        S-K. Refer also to Question 103.02 of the C&DIs for Non-GAAP Financial
        Measures; and
          Present a leverage ratio using IFRS amounts in both the numerator and
        denominator. Refer to Item 10(e)(1)(i)(A) of Regulation S-K, and
Question
        102.10(a) of the Compliance and Disclosure Interpretations for Non-GAAP
        Financial Measures.
12.   We have the following comments on your return on invested capital:
          Please revise your label, return on invested capital, to clarify that
your measure
        excludes the impact of amortization and impairment of intangible
assets;
          Please reconcile operating profit before amortization and impairment
of acquired
        intangibles less adjusted taxes to your most directly comparable IFRS
measure,
        attributable profit, as required by Item 10(e)(1)(i)(B) of Regulation
S-K. Refer
        also to Question 103.02 of the C&DIs for Non-GAAP Financial Measures;
and
          Present a return on invested capital using IFRS amounts in both the
numerator and
        denominator. Refer to Refer to Item 10(e)(1)(i)(A) of Regulation S-K,
and
 October 11, 2024
Page 4

          Question 102.10(a) of the Compliance and Disclosure Interpretations
for Non-
          GAAP Financial Measures.

        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.

       Please contact Jeanne Baker at 202-551-3691 or Al Pavot at 202-551-3738
if you
have questions regarding comments on the financial statements and related
matters.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Industrial
Applications and
                                                         Services