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November 8, 2024

By EDGAR Submission

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C.  20549

Attention:

Jeanne Baker

Al Pavot

Division of Corporation Finance, Office of Industrial Applications and
Services

 Re: Smith & Nephew plc

Form 20-F for the fiscal year ended December 31, 2023

Filed March 11, 2024

File No. 001-14978

Ladies and Gentlemen,

Smith & Nephew plc (“SNN”, “the Company”
or “we”) is submitting this letter in response to the written comments of the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”), dated October 11, 2024 (the “Comment Letter”), on SNN’s Annual
Report on Form 20-F filed with the Commission on March 11, 2024 for the fiscal year ended December 31, 2023 (the “2023 Form 20-F”).

Set forth below is the heading and text of the Staff’s comment
followed by our response.

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.

Response

We respectfully acknowledge the Staff’s comment regarding the
cross-references and disclosures in the 2023 Form 20-F, particularly in relation to Item 5. We advise the Staff that we will ensure the
accuracy of our cross-references in our future filings, including our Annual Report on Form 20-F for the fiscal year ending December 31,
2024 (the “2024 Form 20-F”), especially those pertaining to Item 5.

Additionally, as requested, we will enhance our group and segment performance
discussions to include a more comprehensive discussion of the company’s financial condition, changes in financial condition, and
results of operations for each year for which financial statements are required. Such discussion will involve both a quantitative and
qualitative analysis of the reasons behind any material changes to the results of operations as set forth in our financial statements,
including revenues, margins, operating profit, and reported profit before tax.

Financial Statements

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.

Response

The Company advises the Staff that the Company implemented an internal
reorganisation in 2023 resulting in the appointment of separate Presidents for Sports Medicine and ENT while previously Sports Medicine
and ENT were led by one individual. This reorganisation triggered a reassessment of operating segments, and the Company determined ENT
to be a new operating segment. The Company considered the aggregation criteria promulgated by IFRS 8 and determined that the criteria
for aggregation of these operating segments into a single operating segment (which is itself also a reportable segment) were met.

Assessment of Aggregation Criteria

IFRS 8.12 provides that two or more operating segments may be aggregated
into a single operating segment if: 1) aggregation is consistent with the core principle of IFRS 8; 2) the segments have similar economic
characteristics; and 3) the segments are similar in each of the following respects:

 · the nature of the products and services;

 · the nature of the production processes;

 · the type or class of customer for their products and services;

 · the methods used to distribute their products or provide their services; and

 · if applicable, the nature of the regulatory environment, for example, banking,
insurance or public utilities.

Core principle of IFRS 8

The core principle of IFRS 8 is that an entity shall disclose information
to enable users of its financial statements to evaluate the nature and financial effects of the business activities in which it engages
and the economic environments in which it operates.

The Company operates exclusively in the medical devices industry. Sports
Medicine and ENT operating segments have similar business models, technical know-how, sales metrics, customers, marketing approach, technology
and distribution channels. Based on these facts, the Company concluded that aggregating these operating segments into a single operating
segment (which is itself also a reportable segment) is acceptable because such presentation most properly reflects its operations and
because separate reporting of such segment information would not significantly enhance
an investor’s understanding of the Company’s business, financial position and operating results.

Similar Economic Characteristics

The Company believes that Sports Medicine and ENT operating segments
exhibit similar economic characteristics. The Company made this determination based on the similarity of business models used for these
operating segments, customers and a consideration of historical, present and future projected trends in gross margins. These segments
have historically followed the same gross margin trends and are expected to continue to do so. The historical and future projected average
gross margins of these segments are between ***. In addition, these operating segments
share the same business risks, which include, but are not limited to, the following:

 · pricing power

 · overlapping competitors

 · size of competitors relative to our size

 · level of competition

 · impact of macro-economic factors

 · speed of technological advancement

 · extent of customer concentration

 · supply chain and distribution channels

Based on the above factors, the Company concluded that the ENT and Sports
Medicine operating segments share similar economic characteristics.

Other Similar Characteristics

 · Nature of the Products and Services

ENT and Sports Medicine operating segments are engaged in
the production and sales of medical devices to help repair or remove soft tissues. In addition, there is overlap in the technology used
by these operating segments. For example, both segments make use of the COBLATION surgical method. Therefore, these operating segments
have similar degrees of risks and opportunities for growth, have similar rates of profitability and are viewed as being similar in nature.

 · Nature of the Production Processes

ENT and Sports Medicine operating segments share the same
manufacturing sites, tangible assets and technologies. Therefore, the underlying tangible assets and related technologies to facilitate
production are similar across the two operating segments, as evidenced by the fact that the underlying technology is similar and the technical
know-how has historically been cross-shared.

 · Type or Class of Customer for Products and Services

ENT and Sports Medicine operating segments’ customers
are primarily hospitals and clinics and therefore these operating segments use common resources to sell products. The sales for these
operating segments are higher during winter months and therefore these operating segments experience similar levels of seasonality.

 · Methods Used to Distribute Products or Provide Services

These operating segments distribute products to customers
both directly and using independent distributors. Similar to the production processes, there are similar distribution methods used by
these operating segments and the same marketing approach and distribution channels are used.

 · Nature of Regulatory Environment

ENT and Sports Medicine operating segments operate in similar
regulatory environments and are predominantly subject to the regulations of the same regulatory agencies including the Food and Drug Administration
(FDA) in the US, the Medicines and Healthcare products Regulatory Agency in the UK and other national regulatory agencies that administer
and govern the medical industry.

Based on the above factors, the Company concluded that the ENT and Sports
Medicine operating segments are similar in each of the respects set out in IFRS 8.12 and thus can be aggregated to form a single operating
segment that is itself a reportable segment.

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.

Response

Corporate costs are excluded from the segment trading profit measure
which is consistent with the segment measures reviewed by our Executive Committee (“ExCo”). The ExCo is considered to be SNN’s
chief operating decision maker (“CODM”) as defined by IFRS 8.7.

Corporate costs primarily include: Global Business Services (“GBS”),
IT, HR, Finance, Legal, Compliance and corporate costs such as Group finance, tax and company secretarial. For the year ended December
31, 2023 corporate costs were $403m and the key components of these costs were: IT ($***); GBS ($***); Finance ($***); HR ($***); Compliance
and corporate costs ($***); and Legal ($***).

The Company respectfully advises the Staff that it gave consideration
to disclosing the components of corporate costs based on the definition of materiality promulgated by IAS1.7 which defines “material”
and states “information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions
that the primary users of general purpose financial reports make on the basis of those financial statements, which provide financial information
about a specific reporting entity”. IAS 1.7 also states that “materiality depends on the nature or magnitude of information,
or both. An entity assesses whether information, either individually or in combination with other information, is material in the context
of its financial statements taken as a whole”. The Company respectfully advises the Staff that as there were no material items of
income or expense, as defined by IAS1.7, included in corporate costs for the years presented in the financial statements for the year
ended December 31, 2023. Accordingly, the components of corporate costs were not disclosed.

As noted in our Report furnished on Form 6-K “Smith+Nephew Second
Quarter and First Half 2024 Results” dated August 1, 2024, from the second half of 2024 the majority of corporate costs will be
directly attributed to our segment results. Approximately 10% of these corporate costs will not be attributed as they reflect the centralised
infrastructure required to support the wider Group and run a public limited company.

Therefore, in future filings corporate costs will largely be attributed
to our segment results. The corporate costs that will not be attributed, approximately $45m for the year ended December 31, 2023, will
be separately described in Note 2 Business segment information as: “Corporate costs include centralised infrastructure costs such
as compliance and group functions.” Any material components of these costs will be separately quantified in the 2024 Form 20-F.

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.

Response

The Company respectfully acknowledges the Staff’s comment and
will revise the disclosure in future filings to comply with the requirements of IFRS 8.23 in relation to depreciation and amortisation.

The Company acknowledges the Staff’s comment and intends to disclose
depreciation and amortisation in its future filings, including the 2024 Form 20-F. The table below reflects the new presentation of depreciation
and amortisation that the Company intends to adopt in its 2024 Form 20-F.

Depreciation and amortisation

    2024

    2023

    2022

    $ million

    $ million

    $ million

    Depreciation and amortisation

    Orthopaedics
     xx

     xx

     xx

    Sports Medicine & ENT
     xx

     xx

     xx

    Advanced Wound Management
     xx

     xx

     xx

The Company gave consideration to the requirements of IFRS 8.23 and
determined that the intention of IFRS 8 is to follow the “Management Approach” for segment reporting and therefore disclose
information which is reviewed by the CODM. Therefore, given that Segment Revenue and Segment Profit measures are reviewed by the CODM,
these have been disclosed in the financial statements. The Company further submits that the requirements of IFRS 8.23 are judgemental
and were clarified by the IFRS Interpretations Committee (“the Committee”) in its agenda decision published recently on July
29, 2024. The Committee observed that paragraph 23 of IFRS 8 requires an entity to disclose the specified amounts for each reportable
segment when those amounts are:

 · included in the measure of segment profit or loss reviewed by the CODM, even
if they are not separately provided to or reviewed by the CODM, or

 · regularly provided to the CODM, even if they are not included in the measure
of segment profit or loss.

The Company respectfully advises the Staff that the Company gave consideration
to the specific reference to IAS 1.97 in IFRS 8.23(f) and that IAS 1.97 states that “when items of income or expense are material,
an entity shall disclose their nature and amount separately.” IAS 1.7 defines “material” and states “information
is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general
purpose financial reports make on the basis of those financial statements, which provide financial information about a specific reporting
entity”. IAS 1.7 also states that “materiality depends on the nature or magnitude of information, or both. An entity assesses
whether information, either individually or in combination with other information, is material in the context of its financial statements
taken as a whole”. The Company respectfully advises the Staff that there were no material items of income or expense included in
the Company’s segment profit measure for the years presented in the financial statements for the year ended December 31, 2023 that
were necessary to understand the performance of the Company. Accordingly, no such items were disclosed. The Company also cons