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REG - Smith & Nephew Plc - Final Results

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RNS Number : 5225E  Smith & Nephew Plc  27 February 2024

Smith+Nephew Fourth Quarter and Full Year 2023 Results

Strong revenue growth and improved trading profit margin in 2023

12-Point Plan on track and starting to deliver financial outcomes

 

27 February 2024

 

Smith+Nephew (LSE:SN, NYSE:SNN), the global medical technology business,
reports results for the fourth quarter and full year ended 31 December 2023:

 

                                        31 Dec            31 Dec            Reported      Underlying
                                        2023              2022              growth        growth
                                        $m                $m                %             %
 Fourth Quarter Results(1,2)
 Revenue                                1,458             1,365              6.8           6.4

 Full Year Results(1,2)
 Revenue                                5,549             5,215              6.4           7.2
 Operating profit                       425               450
 Operating profit margin (%)            7.7               8.6
 EPS (cents)                            30.2              25.5

 Trading profit                         970               901
 Trading profit margin (%)              17.5              17.3
 EPSA (cents)                           82.8              81.8

 

Q4 Trading Highlights(1,2)

·    Q4 revenue of $1,458 million (2022: $1,365 million), up 6.4% on an
underlying basis. Reported growth of 6.8% was after 40bps FX tailwind

 

Full Year Financial Highlights(1,2)

·    Revenue of $5,549 million (2022: $5,215 million), up 7.2% on an
underlying basis, ahead of guidance. Reported growth of 6.4% was after -80bps
FX headwind

o  Orthopaedics underlying growth up 5.7%, setting foundations for further
improvement

o  Sports Medicine & ENT underlying growth up 10.0%, including headwind
from slow China market

o  Advanced Wound Management delivered 6.4% underlying revenue growth,
maintaining momentum from prior year

·    Trading profit up 7.6% on a reported basis to $970 million (2022:
$901 million) with 17.5% trading profit margin (2022: 17.3%), in line with
guidance. Reported operating profit was $425 million (2022: $450 million)

·    Cash generated from operations of $829 million (2022: $581 million)
with improved trading cash flow of $635 million (2022: $444 million)

·    EPSA 82.8¢ (2022: 81.8¢), EPS 30.2¢ (2022: 25.5¢)

·    Full year dividend of 37.5¢ per share (2022: 37.5¢ per share)

 

Strategic Highlights

·    12-Point Plan on-track with progress starting to translate into
financial outcomes

·    Innovation strategy driving higher growth and delivering a strong
pipeline of new products

·    Acquisition of CartiHeal, strengthening leadership in Sports Medicine
biological healing

Outlook(1,2)

·    Positive operating leverage and 12-Point Plan benefits expected to
more than offset headwinds including continuing inflation, -70bps from China
Volume Based Procurement (VBP) within Sports Medicine Joint Repair, and
transactional foreign exchange

·    2024 guidance: underlying revenue growth expected in the range of
5.0% to 6.0% (4.6% to 5.6% reported), and trading profit margin expected to be
at least 18.0%

·    Midterm targets unchanged

 

Deepak Nath, Chief Executive Officer, said:

 

"I am pleased with our overall performance in 2023, as our actions to
transform Smith+Nephew have begun to translate into meaningful financial
outcomes. We delivered revenue growth ahead of guidance for the full year and
made important improvements to our trading profit margin against a challenging
macro-environment.

"Our 12-Point Plan is on track. While there is more to do to enhance our
performance in US reconstruction, our Orthopaedics business is progressing
along a clear improvement path. 2023 was another year of good growth for our
Sports Medicine & ENT and Advanced Wound Management businesses.

"Our investment in innovation continues to deliver, with almost half of our
2023 growth coming from products launched in the last five years. We were
pleased to add major launches in robotics, shoulder arthroplasty and negative
pressure wound therapy to the portfolio during the year.

"We have entered 2024 as a fundamentally stronger business and look forward to
delivering another year of robust growth and further margin expansion."

 

Analyst conference call

An analyst conference call to discuss Smith+Nephew's fourth quarter and full
year results will be held 8.30am GMT / 3.30am EST on 27 February 2024, details
of which can be found on the Smith+Nephew website at
https://www.smith-nephew.com/en/about-us/investors
(https://nam11.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.smith-nephew.com%2Fen%2Fabout-us%2Finvestors&data=05%7C01%7CSarah.Carne%40smith-nephew.com%7C89f1c0752f66495266ee08dbcb57436e%7C273106dc287842ebb7c8069dcf334687%7C0%7C0%7C638327347876797741%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=cuP0zhcVP90ZXeubHQFyZCXoFHaGZyxlIvTTAgMH2N0%3D&reserved=0)
.

 

Enquiries

 Investors
 Andrew Swift                            +44 (0) 1923 477433

 Katharine Rycroft                       +44 (0) 7811 270734
 Smith+Nephew

 Media
 Charles Reynolds                        +44 (0) 1923 477314
 Smith+Nephew

 Susan Gilchrist / Ayesha Bharmal        +44 (0) 20 7404 5959
 Brunswick

 

Notes

1.    Unless otherwise specified as 'reported' all revenue growth
throughout this document is 'underlying' after adjusting for the effects of
currency translation and including the comparative impact of acquisitions and
excluding disposals. All percentages compare to the equivalent 2022 period.

 

'Underlying revenue growth' reconciles to reported revenue growth, the most
directly comparable financial measure calculated in accordance with IFRS, by
making two adjustments, the 'constant currency exchange effect' and the
'acquisitions and disposals effect', described below. See Other Information on
pages 34 to 38 for a reconciliation of underlying revenue growth to reported
revenue growth.

 

The 'constant currency exchange effect' is a measure of the increase/decrease
in revenue resulting from currency movements on non-US Dollar sales and is
measured as the difference between: 1) the increase/decrease in the current
year revenue translated into US Dollars at the current year average exchange
rate and the prior revenue translated at the prior year rate; and 2) the
increase/decrease being measured by translating current and prior year
revenues into US Dollars using the prior year closing rate.

 

The 'acquisitions and disposals effect' is the measure of the impact on
revenue from newly acquired material business combinations and recent material
business disposals. This is calculated by comparing the current year, constant
currency actual revenue (which includes acquisitions and excludes disposals
from the relevant date of completion) with prior year, constant currency
actual revenue, adjusted to include the results of acquisitions and exclude
disposals for the commensurate period in the prior year. These sales are
separately tracked in the Group's internal reporting systems and are readily
identifiable.

 

2.    Certain items included in 'trading results', such as trading profit,
trading profit margin, tax rate on trading results, trading cash flow, trading
profit to trading cash conversion ratio, EPSA, leverage ratio and underlying
growth are non-IFRS financial measures. The non-IFRS financial measures
reported in this announcement are explained in Other Information on pages 34
to 38 and are reconciled to the most directly comparable financial measure
prepared in accordance with IFRS. Reported results represent IFRS financial
measures as shown in the Condensed Consolidated Financial Statements.

Smith+Nephew Fourth Quarter Trading and Full Year 2023 Results

Group revenue in 2023 was $5,549 million (2022: $5,215 million), an increase
of 7.2% on an underlying basis. This growth was ahead of our full year
guidance published in February 2023 for growth between 5.0% to 6.0%, and
reflects the strength of the portfolio with all three business units
delivering underlying growth above 5% for the full year. Group reported growth
of 6.4% reflected a -80bps headwind from foreign exchange primarily due to the
strength of the US Dollar.

Our fourth quarter revenue was $1,458 million (2022: $1,365 million), up 6.4%
on an underlying basis. Fourth quarter reported revenue growth was 6.8% after
a 40bps foreign exchange benefit.

Trading profit for 2023 was up 7.6% on a reported basis to $970 million (2022:
$901 million). The trading profit margin was 17.5% (2022: 17.3%), an
improvement on the prior year and in line with our full year guidance. The
operating profit was $425 million (2022: $450 million).

The strong revenue growth and improved trading profit margin in 2023 were
built upon the early benefits from our actions to transform Smith+Nephew. The
12-Point Plan is on track, with progress beginning to translate into financial
outcomes, and our innovation strategy is delivering a strong pipeline of new
products that we expect to drive future performance.

Delivering our Strategy for Growth and 12-Point Plan

Smith+Nephew's Strategy for Growth is based on three pillars:

·    First, Strengthen the foundations of Smith+Nephew. A solid base in
commercial and manufacturing will enable us to serve customers sustainably and
efficiently, and deliver the best from our core portfolio.

·    Second, Accelerate our growth profitably, through more robust
prioritisation of resources and investment, and with continuing customer
focus.

·    Third, continue to Transform ourselves for higher long-term growth,
through investment in innovation and acquisitions.

In July 2022 we announced our 12-Point Plan to fundamentally change the way
Smith+Nephew operates, accelerating delivery of our Strategy for Growth and
transforming to a consistently higher-growth company. The 12-Point Plan
supports the first two pillars of the Strategy for Growth and is focused on:

·    Fixing Orthopaedics, to regain momentum across hip and knee implants,
robotics and trauma, and win share with our differentiated technology;

·    Improving productivity, to support trading profit margin expansion;
and

·    Further accelerating growth in our already well-performing Advanced
Wound Management and Sports Medicine & ENT business units.

Since inception we have measured our progress across the 12-Point Plan through
a set of internal KPIs to drive accountability.

The 12-Point Plan is on track and starting to deliver financial outcomes. Work
will continue in 2024, with further financial progress expected to follow
across the year and in 2025.

Fixing Orthopaedics

We have made solid progress on fixing much of Orthopaedics, and laid the
foundations for further improvement. Overall, 2023 full year business unit
growth was 5.7% underlying (4.8% reported), strongly ahead of last year's
growth, which was 1.9% underlying (-2.0% reported). Performance has improved
in Hip and Knee Implants outside of the US, and globally in Other
Reconstruction (which includes robotics) and Trauma & Extremities.
Recovery has been slower to come through in US Reconstruction, especially in
US Knee Implants.

Product availability has been central to these variances in performance. By
year end, across Orthopaedics, on the percentage of customer order lines
filled (measured by line-item fill rates (LIFR)), we had closed more than 95%
of the gap between the low point and our target of being in line with industry
standard. Within this, in US Reconstruction there are still some areas of
inconsistent product availability, which, together with slower than
anticipated set deployments and some expected impact from sales force change,
limited our ability to win new business. Through the 12-Point Plan we are
continuing to address the factors that have undermined performance in US
Reconstruction.

We are making headway on inventory through better sales and operations
planning, improving forecasting and bringing the mix of what we manufacture
into line with demand. By the end of 2023, inventory levels for all business
units were starting to come down as we expanded recent product launches,
consumed raw materials and completed and deployed new instrument sets. We
turned a corner in 2023, and brought Days Sales of Inventory down by 5% for
the year, after several years of increase, and expect to continue to drive
improvement in 2024 and beyond.

A significant driver of the overall Orthopaedics improvements has been the new
demand and supply planning process which has brought a deeper level of
specificity and collaboration between our operations and commercial teams. We
are also benefiting from our actions to improve logistics and redeploy
implants and instrument sets from lower to higher-utilisation customers.

We have invested in improving our commercial execution. In 2023 we
repositioned our offering and undertook deeper sales training for the
Orthopaedics team, and enhanced our incentive plans to better align reward
with performance, sales mix, robotic placement and implant pull-through.

These steps are expected to help us address the performance in Hip and Knee
Implants in the US, which remains a priority. At the same time, they will also
ensure we sustain the progress we have delivered elsewhere.

In Trauma & Extremities, where we have successfully addressed availability
of product and instrument sets for our EVOS(◊) Plating system, we are
focused on maintaining the improved growth delivered in the second half of
2023.

Improving Productivity

We have made good progress on our actions to improve productivity,
contributing around 160bps to our 2023 trading profit margin. Actions have
included updating and standardising pricing strategies across our portfolio
and reducing days sales outstanding. We are also making procurement savings to
help mitigate cost inflation and drive productivity. During 2023 we deployed
an enhanced supplier selection process to identify and award business to
suppliers that better align to the global business unit strategies and
long-term performance metrics, and better aligned global category strategies
to unlock the Smith+Nephew buying power and leverage, helping to drive volume
to the most preferred suppliers and reduce cost.

In line with our plan, work on manufacturing optimisation is at an early
stage, with the benefits from network simplification and cost and asset
efficiencies expected to support our mid-term margin improvement targets. The
underlying work is progressing, with KPIs tracking accordingly. For instance,
conversion cost, which is total direct and indirect cost to convert raw
materials into finished goods as a percentage of sales, started to come down
in the second half of 2023.

A better aligned supply and demand process has enabled us to critically assess
our manufacturing capacity. From a network perspective we are reducing excess
capacity, having exited one small site in France and announced the closures of
two more in China and Germany. Over the last two years we have also reduced
hiring and our reliance on contingent workers.

Further accelerating growth in Advanced Wound Management and Sports Medicine
& ENT

The important third pillar of the 12-Point Plan is focused on building on the
consistent above-market performance of our Advanced Wound Management and
Sports Medicine & ENT business units. Progress is also coming through
across this workstream.

Our negative pressure wound therapy business is benefitting from focused
additional resource behind our sales force, delivering strong growth in 2023
across both our traditional RENASYS(◊) Negative Pressure Wound Therapy
System and our single-use PICO(◊) Negative Pressure Wound Therapy System.

We are pleased with our progress across Ambulatory Surgical Centers (ASCs), as
we more than tripled the pace of cross-business unit deals between our
Orthopaedics and Sports Medicine businesses in 2023. Under the 12-Point Plan
we have developed a coordinated approach across these business units overseen
by a dedicated strategic sales team. We are building on the strong position
established by our Sports Medicine business, which is already the preferred
choice for a large proportion of the ASC market, and successfully introducing
our Orthopaedics portfolio. The CORI Surgical System offers a broad range of
indications and specialised tools to help accommodate the high growth of
outpatient/ASC hip and knee implant procedures, with around a quarter of US
placements of our CORI(◊) Surgical System in 2023 being with ASC customers.

Creating value through Innovation

Innovation through our R&D programme is central to our higher growth
ambitions. In 2023, approaching half of our full year underlying revenue
growth came from products launched in the last five years. Encouragingly, some
of our key growth platforms like our robotics-enabled CORI(◊) Surgical
System, our EVOS(◊) trauma plating platform and our REGENETEN(◊)
Bioinductive Implant for biological healing are not only contributing to
growth today, but also have multi-year runways still ahead of them as we
expand applications and launch in new markets.

In 2023 we delivered a good cadence of new product launches, completing 20
with development finished on a further two ahead of launch in 2024.

We delivered a number of important enhancements to our robotics-assisted CORI
Surgical System. The CORI Digital Tensioner, a proprietary device for soft
tissue balancing in knee replacement, and the only tensioner for
robotics-assisted surgery, helps make planning more objective and eliminates
inconsistencies in surgery from current manual or mechanical tools.
Personalized Planning powered by AI and the RI.INSIGHTS(◊) Data
Visualization Platform gives surgeons a better understanding of how
pre-operative surgical plans and intra-operative decision-making link to
post-operative outcomes. A saw solution added versatility to appeal to a
broader range of surgeons, making CORI the only solution to offer
robotics-assisted burring and saw bone-cutting options and an application for
revision knee surgery.

We introduced our AETOS(◊) Shoulder System, an important part of our growth
plans for Trauma & Extremities which will enable Smith+Nephew to compete
effectively in the $1.7 billion shoulder market, which, at around 9% CAGR, is
one of the fastest growing segments in Orthopaedics.

In Advanced Wound Management, we are at the early stages of rolling out the
new RENASYS(◊) EDGE Negative Pressure Wound Therapy System. RENASYS EDGE
brings an important new option to customers looking for enhanced
intuitiveness, simplicity and durability, especially important for home-care
settings.

We also continued to invest behind our Sports Medicine portfolio, for instance
launching REGENETEN in China, India and Japan.

Acquisition of CARTIHEAL(◊) AGILI-C(◊) Cartilage Repair Implant

Our M&A programme focuses on augmenting our R&D programmes with
acquisitions of exciting technologies to enhance the product portfolio. During
the year we announced the acquisition of CartiHeal, the developer of the
CARTIHEAL AGILI-C Cartilage Repair Implant, a novel sports medicine technology
for cartilage regeneration in the knee. We announced the completion of this
acquisition on 10 January 2024, paying $180 million, with up to a further $150
million contingent on future financial performance.

 

CARTIHEAL AGILI-C is an off-the-shelf one-step treatment for osteochondral
(bone and cartilage) lesions with a broader indication than existing
treatments. It is indicated to treat a wide patient population, including
those with lesions in knees with mild to moderate osteoarthritis, a previously
unaddressed condition, as well as the approximately 700,000 patients that
receive cartilage repair annually in the US.

 

The combination of REGENETEN and CARTIHEAL AGILI-C strengthens our leadership
in Sports Medicine products that enable biological healing. We expect to use
our market development and commercialisation expertise, including that built
through REGENETEN and our successful knee repair business, to establish a new
standard of care with this novel technology.

 

Fourth Quarter 2023 Trading Update

Our fourth quarter revenue was $1,458 million (2022: $1,365 million), up 6.4%
on an underlying basis (reported revenue growth of 6.8% after 40bps foreign
exchange tailwind). There were 60 trading days in the quarter, in-line with
2022.

Fourth Quarter Consolidated Revenue Analysis

                                                             31 December              31 December              Reported            Underlying             Acquisitions            Currency
                                                             2023                     2022                     growth              growth((i))            /disposals              impact
 Consolidated revenue by business unit by product            $m                       $m                       %                   %                      %                       %
 Orthopaedics                                                 576                      549                      4.9                 4.9                    -                       -
 Knee Implants                                                242                      234                      3.6                 3.6                    -                       -
 Hip Implants                                                 155                      150                      3.0                 3.6                    -                       (0.6)
 Other Reconstruction((ii))                                   31                       26                       19.9                19.0                   -                       0.9
 Trauma & Extremities                                         148                      139                      6.2                 5.8                    -                       0.4

 Sports Medicine & ENT                                        462                      430                      7.3                 7.1                    -                       0.2
 Sports Medicine Joint Repair                                 256                      235                      8.9                 8.8                    -                       0.1
 Arthroscopic Enabling Technologies                           161                      154                      4.0                 3.7                    -                       0.3
 ENT (Ear, Nose and Throat)                                   45                       41                       10.7                10.7                   -                       -

 Advanced Wound Management                                    420                      386                      9.0                 7.8                    -                       1.2
 Advanced Wound Care                                          185                      179                      3.3                 1.4                    -                       1.9
 Advanced Wound Bioactives                                    149                      133                      12.8                12.5                   -                       0.3
 Advanced Wound Devices                                       86                       74                       16.1                14.9                   -                       1.2

 Total                                                        1,458                    1,365                    6.8                 6.4                    -                       0.4

 Consolidated revenue by geography
 US                                                           788                      742                      6.2                 6.2                    -                       -
 Other Established Markets((iii))                             420                      385                      9.0                 6.1                    -                       2.9
 Total Established Markets                                    1,208                    1,127                    7.2                 6.2                    -                       1.0
 Emerging Markets                                             250                      238                      5.1                 7.6                    -                       (2.5)
 Total                                                        1,458                    1,365                    6.8                 6.4                    -                       0.4

(i)   Underlying growth is defined in Note 1 on page 3

(ii)  Other Reconstruction includes robotics capital sales, our joint
navigation business and bone cement

(iii) Other Established Markets are Europe, Canada, Japan, Australia and New
Zealand

 

Fourth Quarter Business Unit Performance

Orthopaedics

Our Orthopaedics business unit delivered revenue growth of 4.9% underlying
(4.9% reported) in the quarter.

Knee Implants grew 3.6% (3.6% reported) and Hip Implants grew 3.6% underlying
(3.0% reported). Knee performance was led by our JOURNEY II(◊) Knee System.
Hip growth was led by our POLAR3(◊) Total Hip Solution and R3 Acetabular
System. Double-digit growth in Knee Implants in Europe and China was offset by
performance in the US, a decline of -3.8%, which reflected some areas of
inconsistent product availability, slower than anticipated set deployments and
the expected impact from sales force change. In Hip Implants we delivered
double-digit growth in Europe offset by 1.1% growth in the US.

Other Reconstruction delivered revenue growth of 19.0% underlying (19.9%
reported) with strong growth across robotics including a record quarter of
placements of our CORI Surgical System in the US and following the launch of
CORI in China last quarter.

Trauma & Extremities revenue was up 5.8% underlying (6.2% reported) with
double-digit growth in the US as we successfully drive greater adoption of the
EVOS(◊) Plating System now availability has improved.

Sports Medicine & ENT

Our Sports Medicine & ENT business unit delivered underlying revenue
growth of 7.1% (7.3% reported) in the quarter. Excluding China, where the
sector faces a headwind from distributors reducing inventory in anticipation
of the Volume Based Procurement (VBP) programme, Sports Medicine & ENT
grew 8.7% on an underlying basis (9.1% reported).

Sports Medicine Joint Repair delivered 8.8% underlying revenue growth (8.9%
reported) led by strong double-digit growth from REGENETEN. Excluding China,
Sports Medicine Joint Repair grew 12.0% underlying (12.5% reported).

Arthroscopic Enabling Technologies revenue grew 3.7% underlying (4.0%
reported), with good growth from our COBLATION(◊) resection range and
patient positioning portfolio.

ENT revenue was up 10.7% underlying (10.7% reported) led by our tonsil and
adenoid business where we have seen a return to more normalised procedure
volumes after Covid.

Advanced Wound Management

Our Advanced Wound Management business unit delivered underlying revenue
growth of 7.8% (9.0% reported).

Advanced Wound Care revenue grew 1.4% underlying (3.3% reported) with good
growth across our foam dressing and infection management portfolios offset by
skin care.

Advanced Wound Bioactives delivered revenue growth of 12.5% underlying (12.8%
reported), with strong growth from SANTYL(◊) as our channel restocked
following the temporary delay to shipments reported last quarter.

Advanced Wound Devices revenue was up 14.9% underlying (16.1% reported) driven
by double-digit growth from both our traditional RENASYS(◊) Negative
Pressure Wound Therapy System and our single-use PICO(◊) Negative Pressure
Wound Therapy System.

Fourth Quarter Geographic Performance

Geographically, revenue from our Established Markets was up 6.2% underlying
(7.2% reported). Within this, the US was up 6.2% underlying (6.2% reported)
and Other Established Markets was up 6.1% underlying (9.0% reported). Emerging
Markets revenue growth of 7.6% underlying (5.1% reported) included the impact
of the VBP headwind in Sports Medicine in China.

 

Full Year 2023 Consolidated Analysis

Smith+Nephew results for the year ended 31 December 2023:

                                                                                                         Reported
                                                                   2023               2022               growth
                                                                   $m                 $m                 %
 Revenue                                                            5,549              5,215              6.4
 Operating profit                                                   425                450
 Acquisition and disposal related items                             60                 4
 Restructuring and rationalisation costs                            220                167
 Amortisation and impairment of acquisition intangibles             207                205
 Legal and other                                                    58                 75
 Trading profit((i))                                                970                901                7.6
                                                                   ¢                  ¢
 Earnings per share ('EPS')                                         30.2               25.5               18.2
 Acquisition and disposal related items                             7.3                15.1
 Restructuring and rationalisation costs                            20.7               15.8
 Amortisation and impairment of acquisition intangibles             18.6               18.4
 Legal and other                                                    6.0                7.0
 Adjusted Earnings per share ('EPSA')((i))                          82.8               81.8               1.3

(i)         See Other Information on pages 34 to 38

 

Full Year 2023 Analysis

Our full year revenue was $5,549 million (2022: $5,215 million), up 7.2% on an
underlying basis. Reported growth was 6.4% including a foreign exchange
headwind of -80bps.

The gross profit was $3,819 million (2022: $3,675 million) with gross margin
68.8% (2022: 70.5%). Operating profit was $425 million (2022: $450 million)
after acquisition and disposal related items, restructuring and
rationalisation costs, amortisation and impairment of acquisition intangibles
and legal and other items (see Other Information on pages 34 to 38).

Trading profit was up 7.6% on a reported basis to $970 million (2022: $901
million), with a trading profit margin of 17.5% (2022: 17.3%). The 20bps
margin expansion reflects benefits of c. 160bps from productivity improvements
and c. 110bps from revenue growth leverage offset by headwinds of c. -130bps
from input cost inflation and c. -120bps from transactional foreign exchange
(see Note 2 to the Financial Statements for global business unit trading
profit).

Acquisition and disposal-related items primarily relate to the acquisition of
CartiHeal and impairment of Engage Surgical's goodwill, partially offset by
credits relating to remeasurement of contingent consideration from prior year
acquisitions. During 2023, management evaluated the commercial viability of
Engage's partial knee system  products and concluded that they should be
discontinued. A total of $109 million of Engage's assets and liabilities were
written off as a result of this action (see Note 2 to the Financial
Statements).

Restructuring costs totalled $220 million, including costs related to the
efficiency and productivity work underway across the Group under the 12-Point
Plan. Overall,  incremental benefits of around $68 million were recognised
during the year.

The net interest charge within reported results was $98 million (2022: $66
million) which reflects a full year of interest expense on our debut €500
million Euro bond issued in October 2022 and higher drawings on the Group's
revolving credit facility.

Reported tax for the year to 31 December 2023 was a charge of $27 million
(2022: charge of $12 million) with the low charge being attributed to tax
credits on non-trading items such as restructuring and rationalisation
expenses and amortisation of acquisition intangibles. The tax rate on trading
results for the year to 31 December 2023 was 16.2% (2022: 16.3%) (see Note 4
to the Financial Statements and Other Information on pages 34 to 38 for
further details on taxation).

Adjusted earnings per share ('EPSA') was 82.8¢ (165.6¢ per ADS) (2022:
81.8¢ per share). Basic earnings per share ('EPS') was 30.2¢ (60.4¢ per
ADS) (2022: 25.5¢ per share), reflecting restructuring costs, acquisition and
disposal related items, amortisation and impairment of acquisition intangibles
and legal and other items incurred.

Cash generated from operations was $829 million (2022: $581 million) and
trading cash flow was $635 million (2022: $444 million). The increase was
primarily driven by reduced working capital outflow as inventory began to fall
by year-end (see Other Information on pages 34 to 38 for a reconciliation
between cash generated from operations and trading cash flow). As a result of
the working capital movement, the trading profit to cash conversion ratio
improved to 65% (2022: 49%).

In 2023 the Group concluded a refinancing of our $1 billion revolving credit
facility (RCF). The RCF maturity has been extended to 2028 with options to
extend to 2030. The Group also repaid $130 million of private placement debt.
$405 million of private placement debt will mature in 2024. The Group's net
debt, excluding lease liabilities, at 31 December 2023 was $2,577 million with
committed facilities of $3.6 billion (see Note 6 to the Financial Statements).

Dividend

The Board is recommending a Final Dividend of 23.1¢ per share (46.2¢ per
ADS) (2022: 23.1¢ per share). Together with the Interim Dividend of 14.4¢
per share (28.8¢ per ADS), this will give a total distribution of 37.5¢ per
share (75.0¢ per ADS), unchanged from 2022. Subject to confirmation at our
Annual General Meeting, the Final Dividend will be paid on 22 May 2024 to
shareholders on the register at the close of business on 2 April 2024.

Outlook

The Group is today providing guidance for 2024 and reconfirming its midterm
targets.

2024 Guidance

For 2024 we are targeting another year of strong revenue growth and a further
expansion of trading profit margin.

For revenue, we expect to deliver underlying revenue growth in the range of
5.0% to 6.0%. Within this, we expect continued strong growth from our Sports
Medicine & ENT and Advanced Wound Management business units, and further
improvement in Orthopaedics as we continue to execute on the 12-Point Plan. On
a reported basis the guidance equates to a range of around 4.6% to 5.6% based
on exchange rates prevailing on 21 February 2024.

In terms of phasing, we expect the first quarter revenue growth rate to
reflect the tough US comparator from the good start to 2023, as well as a
slower quarter from Advanced Wound Bioactives following the strong fourth
quarter and one less trading day year-on-year. We expect the business to
return to higher growth across the remainder of the year.

We expect to deliver a trading profit margin of at least 18.0%. Within this,
headwinds are expected to include continuing inflation, a -70bps impact from
China VBP within Sports Medicine Joint Repair, and around -30bps from
transactional foreign exchange, plus a small impact from the acquisition of
CartiHeal. We expect to more than offset these headwinds through positive
operating leverage from revenue growth and productivity improvements and cost
saving initiatives from the 12-Point Plan.

As in prior years, we expect the trading profit margin to be higher in the
second half than in the first half, although with a less marked step up than
in 2023.

The tax rate on trading results for 2024 is forecast to be in the range of 19%
to 20%, subject to any material changes to tax law or other one-off items.

Midterm targets

Our midterm targets are unchanged.  The Group is focused on delivering
underlying revenue growth of consistently 5%+ and expanding our trading profit
margin.

We continue to target at least 20% trading profit margin in 2025. While
headwinds such as persistent inflation, foreign exchange movements and China
VBP in Sports Medicine Joint Repair make that a demanding target, we do expect
to see an increasing impact from the 12-Point Plan, including the benefits of
our manufacturing optimisation programme, which are expected to flow through
strongly in 2025.

Forward calendar

The Q1 2024 Trading Report will be released on 1 May 2024.

About Smith+Nephew

Smith+Nephew is a portfolio medical technology business focused on the repair,
regeneration and replacement of soft and hard tissue. We exist to restore
people's bodies and their self-belief by using technology to take the limits
off living. We call this purpose 'Life Unlimited'. Our 18,000 employees
deliver this mission every day, making a difference to patients' lives through
the excellence of our product portfolio, and the invention and application of
new technologies across our three global business units of Orthopaedics,
Sports Medicine & ENT and Advanced Wound Management.

Founded in Hull, UK, in 1856, we now operate in more than 100 countries, and
generated annual sales of $5.5 billion in 2023. Smith+Nephew is a constituent
of the FTSE100 (LSE:SN, NYSE:SNN). The terms 'Group' and 'Smith+Nephew' are
used to refer to Smith & Nephew plc and its consolidated subsidiaries,
unless the context requires otherwise.

For more information about Smith+Nephew, please visit www.smith-nephew.com
(http://www.smith-nephew.com/) and follow us on X
(http://www.twitter.com/smithnephewplc) , LinkedIn
(http://www.linkedin.com/company/smith-%26-nephew) , Instagram
(https://www.instagram.com/smithnephewmeded/) or Facebook
(http://www.facebook.com/smithnephewplc) .

Forward-looking Statements

 

This document may contain forward-looking statements that may or may not prove
accurate. For example, statements regarding expected revenue growth and
trading profit margins, market trends and our product pipeline are
forward-looking statements. Phrases such as "aim", "plan", "intend",
"anticipate", "well-placed", "believe", "estimate", "expect", "target",
"consider" and similar expressions are generally intended to identify
forward-looking statements. Forward-looking statements involve known and
unknown risks, uncertainties and other important factors that could cause
actual results to differ materially from what is expressed or implied by the
statements. For Smith+Nephew, these factors include: conflicts in Europe and
the Middle East, economic and financial conditions in the markets we serve,
especially those affecting healthcare providers, payers and customers; price
levels for established and innovative medical devices; developments in medical
technology; regulatory approvals, reimbursement decisions or other government
actions; product defects or recalls or other problems with quality management
systems or failure to comply with related regulations; litigation relating to
patent or other claims; legal and financial compliance risks and related
investigative, remedial or enforcement actions; disruption to our supply chain
or operations or those of our suppliers; competition for qualified personnel;
strategic actions, including acquisitions and disposals, our success in
performing due diligence, valuing and integrating acquired businesses;
disruption that may result from transactions or other changes we make in our
business plans or organisation to adapt to market developments; relationships
with healthcare professionals; reliance on information technology and
cybersecurity; disruptions due to natural disasters, weather and climate
change related events; changes in customer and other stakeholder
sustainability expectations; changes in taxation regulations; effects of
foreign exchange volatility; and numerous other matters that affect us or our
markets, including those of a political, economic, business, competitive or
reputational nature. Please refer to the documents that Smith+Nephew has filed
with the U.S. Securities and Exchange Commission under the U.S. Securities
Exchange Act of 1934, as amended, including Smith+Nephew's most recent annual
report on Form 20-F, which is available on the SEC's website at www. sec.gov,
for a discussion of certain of these factors. Any forward-looking statement is
based on information available to Smith+Nephew as of the date of the
statement. All written or oral forward-looking statements attributable to
Smith+Nephew are qualified by this caution. Smith+Nephew does not undertake
any obligation to update or revise any forward-looking statement to reflect
any change in circumstances or in Smith+Nephew's expectations.

 

(◊) Trademark of Smith+Nephew. Certain marks registered in US Patent and
Trademark Office.

 

Full Year Consolidated Revenue Analysis

 

                                                             31 December              31 December              Reported            Underlying             Acquisitions            Currency
                                                             2023                     2022                     growth              Growth((i))            /disposals              impact
 Consolidated revenue by business unit by product            $m                       $m                       %                   %                      %                       %
 Orthopaedics                                                 2,214                    2,113                    4.8                 5.7                    -                       (0.9)
 Knee Implants                                                940                      899                      4.7                 5.5                    -                       (0.8)
 Hip Implants                                                 599                      584                      2.5                 3.8                    -                       (1.3)
 Other Reconstruction((ii))                                   111                      87                       27.8                28.0                   -                       (0.2)
 Trauma & Extremities                                         564                      543                      3.7                 4.4                    -                       (0.7)

 Sports Medicine & ENT                                        1,729                    1,590                    8.8                 10.0                   -                       (1.2)
 Sports Medicine Joint Repair                                 945                      870                      8.7                 9.9                    -                       (1.2)
 Arthroscopic Enabling Technologies                           588                      567                      3.7                 4.7                    -                       (1.0)
 ENT (Ear, Nose and Throat)                                   196                      153                      28.1                29.8                   -                       (1.7)

 Advanced Wound Management                                    1,606                    1,512                    6.2                 6.4                   -                        (0.2)
 Advanced Wound Care                                          725                      712                      1.8                 2.1                    -                       (0.3)
 Advanced Wound Bioactives                                    553                      520                      6.3                 6.2                    -                       0.1
 Advanced Wound Devices                                       328                      280                      17.0                17.6                   -                       (0.6)

 Total                                                        5,549                    5,215                    6.4                 7.2                    -                       (0.8)

 Consolidated revenue by geography
 US                                                           2,979                    2,764                    7.8                 7.8                    -                       -
 Other Established Markets((iii))                             1,611                    1,504                    7.1                 7.3                    -                       (0.2)
 Total Established Markets                                    4,590                    4,268                    7.5                 7.6                    -                       (0.1)
 Emerging Markets                                             959                      947                      1.3                 5.1                    -                       (3.8)
 Total                                                        5,549                    5,215                    6.4                 7.2                    -                       (0.8)

(i)   Underlying growth is defined in Note 1 on page 3

(ii)  Other Reconstruction includes robotics capital sales, our joint
navigation business and bone cement

(iii) Other Established Markets are Europe, Canada, Japan, Australia and New
Zealand

 

2023 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Group Income Statement for the year ended 31 December 2023

                                                                          2023                 2022
                                                         Notes            $m                   $m
 Revenue                                                 2                 5,549                5,215
 Cost of goods sold                                                        (1,730)              (1,540)
 Gross profit                                                              3,819                3,675
 Selling, general and administrative expenses                              (3,055)              (2,880)
 Research and development expenses                                         (339)                (345)
 Operating profit                                        2                 425                  450
 Interest income                                                           34                   14
 Interest expense                                                          (132)                (80)
 Other finance costs                                                       (7)                  (8)
 Share of results of associates                                            (30)                 (141)
 Profit before taxation                                                    290                  235
 Taxation                                                3                 (27)                 (12)
 Attributable profit(A)                                                    263                  223
 Earnings per share(A)
 Basic                                                                    30.2¢                25.5¢
 Diluted                                                                  30.1¢                25.5¢

 

 

 

 

Group Statement of Comprehensive Income for the year ended 31 December 2023

 

                                                                                  2023              2022
                                                                                  $m                $m
 Attributable profit(A)                                                            263               223
 Other comprehensive income
 Items that will not be reclassified to income statement
 Remeasurement of net retirement benefit obligations                               (89)              30
 Taxation on other comprehensive income                                            18                (7)
 Total items that will not be reclassified to income statement                     (71)              23

 Items that may be reclassified subsequently to income statement
 Exchange differences on translation of foreign operations                         56                (102)
 Net losses on cash flow hedges                                                    (2)               (13)
 Taxation on other comprehensive income                                            -                 2
 Total items that may be reclassified subsequently to income statement             54                (113)
 Other comprehensive loss for the year, net of taxation                            (17)              (90)
 Total comprehensive income for the year(A)                                        246               133

 

A    Attributable to the equity holders of the parent and wholly derived
from continuing operations.

 

Group Balance Sheet as at 31 December 2023

                                                                                         2023               2022
                                                                     Notes               $m                 $m
 ASSETS
 Non-current assets
 Property, plant and equipment                                                            1,470              1,455
 Goodwill                                                                                 2,992              3,031
 Intangible assets                                                                        1,110              1,236
 Investments                                                                              8                  12
 Investment in associates                                                                 16                 46
 Other non-current assets                                                                 18                 12
 Retirement benefit assets                                                                69                 141
 Deferred tax assets                                                                      274                177
                                                                                          5,957              6,110
 Current assets
 Inventories                                                                              2,395              2,205
 Trade and other receivables                                                              1,300              1,264
 Current tax receivable                                                                   33                 37
 Cash at bank                                                        6                    302                350
                                                                                          4,030              3,856
 TOTAL ASSETS                                                                             9,987              9,966

 EQUITY AND LIABILITIES
 Equity attributable to owners of the Company
 Share capital                                                                            175                175
 Share premium                                                                            615                615
 Capital redemption reserve                                                               20                 20
 Treasury shares                                                                          (94)               (118)
 Other reserves                                                                           (405)              (459)
 Retained earnings                                                                        4,906              5,026
 Total equity                                                                             5,217              5,259

 Non-current liabilities
 Long-term borrowings and lease liabilities                          6                    2,319              2,712
 Retirement benefit obligations                                                           88                 70
 Other payables                                                                           35                 90
 Provisions                                                                               48                 84
 Deferred tax liabilities                                                                 9                  36
                                                                                          2,499              2,992

 Current liabilities
 Bank overdrafts, borrowings, loans and lease liabilities            6                    765                160
 Trade and other payables                                                                 1,055              1,098
 Provisions                                                                               233                243
 Current tax payable                                                                      218                214
                                                                                          2,271              1,715
 Total liabilities                                                                        4,770              4,707
 TOTAL EQUITY AND LIABILITIES                                                             9,987              9,966

 

 

 

 

Condensed Group Cash Flow Statement for the year ended 31 December 2023

 

                                                            2023         2022
                                                            $m           $m
 Cash flows from operating activities
 Profit before taxation                                      290          235
 Net interest expense                                        98           66
 Depreciation, amortisation and impairment                   701          628
 Share of results of associates                              30           141
 Share-based payments expense (equity-settled)               39           40
 Net movement in post-retirement obligations                 3            6
 Movement in working capital and provisions                  (332)        (535)
 Cash generated from operations                              829          581
 Net interest and finance costs paid                         (96)         (66)
 Income taxes paid                                           (125)        (47)
 Net cash inflow from operating activities                   608          468

 Cash flows from investing activities
 Acquisitions, net of cash acquired                          (21)         (113)
 Capital expenditure                                         (427)        (358)
 Purchase of investments                                     -            (2)
 Distribution from associate                                 -            1
 Net cash used in investing activities                       (448)        (472)
 Net cash inflow/(outflow) before financing activities       160          (4)

 Cash flows from financing activities
 Proceeds from issue of ordinary share capital               -            1
 Proceeds from own shares                                    -            5
 Purchase of own shares                                      -            (158)
 Payment of capital element of lease liabilities             (52)         (54)
 Equity dividends paid                                       (327)        (327)
 Cash movements in borrowings                                175          (396)
 Settlement of currency swaps                                4            3
 Net cash used in financing activities                       (200)        (926)

 Net decrease in cash and cash equivalents                   (40)         (930)
 Cash and cash equivalents at beginning of year              344          1,285
 Exchange adjustments                                        (4)          (11)
 Cash and cash equivalents at end of year(B)                 300          344

 

B    Cash and cash equivalents at the end of the period are net of bank
overdrafts of $2m (2022: $6m).

 

Group Statement of Changes in Equity for the year ended 31 December 2023

 

                                                                                                  Capital
                                                        Share                Share                redemption              Treasury              Other                 Retained              Total
                                                        capital              premium              reserve                 shares                reserves              earnings              equity
                                                        $m                   $m                   $m                      $m                    $m                    $m                    $m
 At 1 January 2023                                       175                  615                  20                      (118)                 (459)                 5,026                 5,259
 Attributable profit(A)                                  -                    -                    -                       -                     -                     263                   263
 Other comprehensive income(A)                           -                    -                    -                       -                     54                    (71)                  (17)
 Equity dividends paid                                   -                    -                    -                       -                     -                     (327)                 (327)
 Share-based payments recognised                         -                    -                    -                       -                     -                     39                    39
 Cost of shares transferred to beneficiaries             -                    -                    -                       24                    -                     (24)                  -
 At 31 December 2023                                     175                  615                  20                      (94)                  (405)                 4,906                 5,217

 

                                                                                                  Capital
                                                        Share                Share                redemption              Treasury              Other                 Retained              Total
                                                        capital              premium              reserve                 shares                reserves              earnings              equity
                                                        $m                   $m                   $m                      $m                    $m                    $m                    $m
 At 1 January 2022                                       177                  614                  18                      (120)                 (346)                 5,225                 5,568
 Attributable profit(A)                                 -                    -                    -                       -                     -                      223                   223
 Other comprehensive income(A)                          -                    -                    -                       -                      (113)                 23                    (90)
 Equity dividends paid                                  -                    -                    -                       -                     -                      (327)                 (327)
 Share-based payments recognised                        -                    -                    -                       -                     -                      40                    40
 Taxation on share-based payments                       -                    -                    -                       -                     -                      (3)                   (3)
 Purchase of own shares(C)                              -                    -                    -                        (158)                -                     -                      (158)
 Cost of shares transferred to beneficiaries            -                    -                    -                        31                   -                      (26)                  5
 Cancellation of treasury shares(C)                      (2)                 -                     2                       129                  -                      (129)                 -
 Issue of ordinary share capital                        -                     1                   -                       -                     -                     -                      1
 At 31 December 2022                                     175                  615                  20                      (118)                 (459)                 5,026                 5,259

 

A   Attributable to the equity holders of the parent and wholly derived from
continuing operations.

 

C    During the year ended 31 December 2023, a total of nil ordinary shares
was purchased at a cost of $nil and nil ordinary shares were cancelled (2022:
10.1m ordinary shares were purchased at a cost of $158m and 7.8m ordinary
shares were cancelled).

 

Notes to the Condensed Consolidated Financial Statements

 

1.    Basis of preparation and accounting policies

Smith & Nephew plc (the 'Company') is a public limited company
incorporated in England and Wales. In these condensed consolidated financial
statements ('Financial Statements'), 'Group' means the Company and all its
subsidiaries. The financial information herein has been prepared on the basis
of the accounting policies as set out in the Annual Report of the Group for
the year ended 31 December 2023. The Group has prepared its accounts in
accordance with UK-adopted International Accounting Standards. The Group has
also prepared its accounts in accordance with International Financial
Reporting Standards (IFRS Accounting Standards) as issued by the International
Accounting Standards Board (IASB) effective as at 31 December 2023. IFRS as
adopted in the UK differs in certain respects from IFRS Accounting Standards
as issued by the IASB. However, the differences have no impact for the periods
presented. Under IFRS, the Directors are required to adopt those accounting
policies most appropriate to the Group's circumstances for the purpose of
presenting fairly the Group's financial position, financial performance and
cash flows. In determining and applying accounting policies, judgement is
often required in respect of items where the choice of specific policy,
accounting estimate or assumption to be followed could materially affect the
reported results or net asset position of the Group; it may later be
determined that a different choice would have been more appropriate. The
Group's significant accounting policies which require the most use of
management's estimation are: valuation of inventories; liability provisioning;
and impairment. There has been no change in the methodology of applying
management estimation in these policies since the year ended 31 December 2022.

 

The uncertainties as to the future impact on the financial performance and
cash flows of the Group as a result of the current challenging economic
environment have been considered as part of the Group's adoption of the going
concern basis in these financial statements, in which context the Directors
reviewed cash flow forecasts prepared for a period of at least 12 months from
the date of approval of these financial statements. Having carefully reviewed
those forecasts, the Directors concluded that it was appropriate to adopt the
going concern basis of accounting in preparing these financial statements for
the reasons set out below.

 

The Group had access to $300m of cash and cash equivalents at 31 December
2023. The Group's net debt, excluding lease liabilities, at 31 December 2023
was $2,577m with access to committed facilities of $3.6bn with an average
maturity of 5.2 years. At the date of approving these financial statements
the funding position of the Group has remained unchanged and the cash position
is not materially different.

 

The Group has $405m of private placement debt due for repayment in 2024.
$1,030m of private placement debt is subject to financial covenants. The
principal covenant on the private placement debt is a leverage ratio of
<3.5 which is measured on a rolling 12-month basis at half year and year
end. There are no financial covenants in any of the Group's other facilities.

 

The Directors have considered various scenarios in assessing the impact of the
economic environment on future financial performance and cash flows, with the
key judgement applied being the speed and sustainability of the return to a
normal volume of elective procedures in key markets, including the impact of a
significant global economic recession, leading to lower healthcare spending
across both public and private systems. Throughout these scenarios, which
include a severe but plausible outcome, the Group continues to have headroom
on its borrowing facilities and financial covenants.

 

 

The Directors have a reasonable expectation that the Company and the Group are
well placed to manage their business risks, have sufficient funds to continue
to meet their liabilities as they fall due and to continue in operational
existence for a period of at least 12 months from the date of the approval of
the financial statements. The financial statements have therefore been
prepared on a going concern basis.

 

Accordingly, the Directors continue to adopt the going concern basis (in
accordance with the guidance 'Guidance on Risk Management, Internal Control
and Related Financial and Business Reporting' issued by the FRC) in preparing
these financial statements.

 

The principal risks that the Group is exposed to will be disclosed in the
Group's 2023 Annual Report. These are: strategy and commercial execution;
cybersecurity; global supply chain; legal and compliance; mergers and
acquisitions; new product innovation, design and development including
intellectual property; political and economic; pricing and reimbursement;
quality and regulatory; talent management; and foreign exchange.

 

The financial information contained in this document does not constitute
statutory financial statements as defined in sections 434 and 435 of the
Companies Act 2006 for the years ended 31 December 2023 or 2022 but is derived
from those accounts. Statutory accounts for 2022 have been delivered to the
registrar of companies and those for 2023 will be delivered in due course. The
auditor has reported on those accounts; their report was (i) unqualified, (ii)
did not include a reference to any matters to which the auditor drew attention
by way of emphasis without qualifying their report and (iii) did not contain a
statement under section 498 (2) or (3) of the Companies Act 2006.

 

New accounting standards effective 2023

A number of new amendments to standards are effective from 1 January 2023 but
they do not have a material effect on the Group's financial statements except
for Deferred Tax related to Assets and Liabilities arising from a Single
Transaction - Amendment to IAS 12, which the Group has adopted. The amendments
narrow the scope of the initial recognition exemption to exclude transactions
that give rise to equal and offsetting temporary differences such as leases.

 

The Group previously accounted for deferred tax on leases where the deferred
tax asset or liability was recognised on a net basis. Following the
amendments, the Group has recognised a separate deferred tax asset in relation
to its lease liabilities and a deferred tax liability in relation to its
right-of-use assets. However, there is no impact on the balance sheet because
the balances qualify for offset under paragraph 74 of IAS 12. There was also
no impact on the opening retained earnings as at 1 January 2023 as a result of
the change. The policy for recognising and measuring income taxes is
consistent with that applied in the comparative years except for the changes
outlined above as a result of the Group's adoption of the amendments to IAS
12. The change in accounting policy will also be reflected in the Group's
condensed consolidated financial statements for the year ended 31 December
2023.

 

Accounting standards issued but not yet effective

A number of new standards and amendments to standards are effective for annual
periods beginning after 1 January 2024 and earlier application is permitted;
however, the Group has not adopted them early in preparing these Financial
Statements.

 

The Group is adopting the mandatory temporary exception from the recognition
and disclosure of deferred taxes arising from the jurisdictional
implementation of the Pillar Two model rules which will take effect for the
Group from 1 January 2024.

 

 

Critical judgements and estimates

The Group prepares its financial statements in accordance with IFRS Accounting
Standards as issued by the IASB and IFRS adopted in the UK, the application of
which often requires judgements and estimates to be made by management when
formulating the Group's financial position and results. Under IFRS, the
Directors are required to adopt those accounting policies most appropriate to
the Group's circumstances for the purpose of presenting fairly the Group's
financial position, financial performance and cash flows.

 

The Group's accounting policies do not include any critical judgements. The
Group's accounting policies are set out in Notes 1-23 of the Notes to the
Group accounts. Of those, the policies which require the most use of
management's estimation are outlined below. The critical estimates are
consistent with 31 December 2022. Management have considered the impact of the
uncertainties around the current challenging economic environment below.

 

Valuation of inventories

A feature of the Orthopaedics business unit (which accounts for approximately
66% of the Group's total inventory and approximately 82% of the total
provision for excess and obsolete inventory) is the high level of product
inventory required, some of which is located at customer premises and is
available for customers' immediate use. Complete sets of products, including
large and small sizes, have to be made available in this way. These sizes are
used less frequently than standard sizes and towards the end of the product
life cycle are inevitably in excess of requirements. Adjustments to carrying
value are therefore required to be made to orthopaedic inventory to anticipate
this situation. These adjustments are calculated in accordance with a formula
based on levels of inventory compared with historical usage. This formula is
applied on an individual product line basis and typically is first applied
when a product group has been on the market for two years. This method of
calculation is considered appropriate based on experience, but it does require
management estimate in respect of customer demand, effectiveness of inventory
deployment, length of product lives and phase-out of old products.

 

Current economic environment impact assessment: In assessing the increase in
provision for excess and obsolete inventory, management have considered the
impact of higher input cost inflation on increased inventory levels.
Management have not changed their accounting policy since 31 December 2022,
nor is a change in the key assumptions underlying the methodology expected in
the next 12 months. Primarily due to inventory growth, the provision has
increased from $504m at 31 December 2022 to $544m at 31 December 2023. The
provision for excess and obsolete inventory is not considered to have a range
of potential outcomes that is significantly different to the $544m at 31
December 2023 in the next 12 months. The provision has a high degree of
estimation uncertainty given the range of products and sizes, with a potential
range of reasonable outcomes that could be material over the longer term.

 

Liability provisioning

The recognition of provisions for legal disputes related to metal-on-metal
cases is subject to a significant degree of estimation. Provision is made for
loss contingencies when it is considered probable that an adverse outcome will
occur and the amount of the loss can be reasonably estimated. In making its
estimates, management takes into account the advice of internal and external
legal counsel. Provisions are reviewed regularly and amounts updated where
necessary to reflect developments in the disputes. The value of provisions may
require future adjustment if experience such as number, nature or value of
claims or settlements changes. Such a change may be material in 2024 or
thereafter. The ultimate liability may differ from the amount provided
depending on the outcome of court proceedings and settlement negotiations or
if investigations bring to light new facts.

 

Current economic environment impact assessment: Management considered whether
there had been any changes to the number and value of claims due to current
challenging economic environment and to date have not identified any
significant changes in trends. If the experience changes in the future, the
value of provisions may require adjustment.

 

Impairment

In carrying out impairment reviews of intangible assets and goodwill, a number
of significant assumptions have to be made when preparing cash flow
projections. These include the future rate of market growth, discount rates,
the market demand for the products acquired, the future profitability of
acquired businesses or products, levels of reimbursement and success in
obtaining regulatory approvals. If actual results should differ or changes in
expectations arise, impairment charges may be required which would adversely
impact operating results. There has been an increase in the level of headroom
in relation to goodwill impairment testing for the Orthopaedics CGU which is
sensitive to a reasonably possible change in assumptions. In 2023, the Group
impaired $84m of goodwill and $37m of intangible assets related to Engage as a
result of the impairment review undertaken for the voluntary product
discontinuation.

 

For other intangible assets and goodwill CGUs, this critical estimate is not
considered to have a significant risk of material adjustment in 2024 or
thereafter based on sensitivity analyses undertaken (as outlined below).

 

Current economic environment impact assessment: Management have assessed the
non-current assets held by the Group at 31 December 2023 to identify any
indicators of impairment as a result of current economic environment. Where an
impairment indicator has arisen, impairment reviews have been undertaken by
comparing the expected recoverable value of the asset to the carrying value of
the asset. The recoverable amounts are based on cash flow projections using
the Group's base case scenario in its going concern models, which was reviewed
and approved by the Board.

 

Climate change considerations

The impact of climate change has been considered as part of the assessment of
estimates and judgements in preparing the Group accounts. The climate change
scenario analyses undertaken this year in line with TCFD recommendations did
not identify any material financial impact. The following considerations were
made in respect of the financial statements:

•   The impact of climate change on the going concern assessment and the
viability of the Group over the next three years.

•   The impact of climate change on the cash flow forecasts used in the
impairment assessments of non-current assets including goodwill.

•   The impact of climate change on the carrying value and useful economic
lives of property, plant and equipment.

 

2.    Business segment information

The Group's operating structure is organised around three global business
units and the chief operating decision maker monitors performance, makes
operating decisions and allocates resources on a global business unit basis.
Accordingly, the Group has concluded that there are three reportable segments.

 

Business unit presidents have responsibility for upstream marketing, driving
product portfolio and technology acquisition decisions, full commercial
responsibility and for the implementation of their business unit strategy
globally.

 

The Executive Committee ('ExCo') comprises the Chief Financial Officer
('CFO'), the business unit presidents and certain heads of function, and is
chaired by the Chief Executive Officer ('CEO'). ExCo is the body through which
the CEO uses the authority delegated to him by the Board of Directors to
manage the operations and performance of the Group. All significant operating
decisions regarding the allocation and prioritisation of the Group's resources
and assessment of the Group's performance are made by ExCo, and whilst the
members have individual responsibility for the implementation of decisions
within their respective areas, it is at the ExCo level that these decisions
are made. Accordingly, ExCo is considered to be the Group's chief operating
decision maker as defined by IFRS 8 Operating Segments.

 

In making decisions about the prioritisation and allocation of the Group's
resources, ExCo reviews financial information for the three business units
(Orthopaedics, Sports Medicine & ENT, and Advanced Wound Management) and
determines the best allocation of resources to the business units. Financial
information for corporate costs is presented on a Group-wide basis. The ExCo
is not provided with total assets and liabilities by segment, and therefore
these measures are not included in the disclosures below. The results of the
segments are shown below.

 

2a.  Revenue by business segment and geography

Revenue is recognised as the performance obligations to deliver products or
services are satisfied and is recorded based on the amount of consideration
expected to be received in exchange for satisfying the performance
obligations. Revenue is recognised primarily when control is transferred to
the customer, which is generally when the goods are shipped or delivered in
accordance with the contract terms, with some transfer of services taking
place over time. Substantially all performance obligations are fulfilled
within one year. There is no significant revenue associated with the provision
of services.

 

Payment terms to our customers are based on commercially reasonable terms for
the respective markets while also considering a customer's credit rating.
Appropriate provisions for returns, trade discounts and rebates are deducted
from revenue. Rebates primarily comprise chargebacks and other discounts
granted to certain customers. Chargebacks are discounts that occur when a
third-party purchases product from a wholesaler at its agreed price plus a
mark-up. The wholesaler in turn charges the Group for the difference between
the price initially paid by the wholesaler and the agreed price. The provision
for chargebacks is based on expected sell-through levels by the Group's
wholesalers to such customers, as well as estimated wholesaler inventory
levels.

 

Orthopaedics and Sports Medicine & ENT (Ear, Nose & Throat)

Orthopaedics and Sports Medicine & ENT consists of the following
businesses: Knee Implants, Hip Implants, Other Reconstruction, Trauma &
Extremities, Sports Medicine Joint Repair, Arthroscopic Enabling Technologies
and ENT. Sales of inventory located at customer premises and available for
customers' immediate use are recognised when notification is received that the
product has been implanted or used. Substantially all other revenue is
recognised when control is transferred to the customer, which is generally
when the goods are shipped or delivered in accordance with the contract terms.
Revenue is recognised for the amount of consideration expected to be received
in exchange for transferring the products or services.

 

In general, our business in Established Markets is direct to hospitals and
ambulatory surgery centers whereas in the Emerging Markets we generally sell
through distributors.

 

Advanced Wound Management

Advanced Wound Management consists of the following businesses: Advanced Wound
Care, Advanced Wound Bioactives and Advanced Wound Devices. Substantially all
revenue is recognised when control is transferred to the customer, which is
generally when the goods are shipped or delivered in accordance with the
contract terms. Revenue is recognised for the amount of consideration expected
to be received in exchange for transferring the products or services.
Appropriate provisions for returns, trade discounts and rebates are deducted
from revenue, as explained above.

 

The majority of our Advanced Wound Management business, and in particular
products used in community and homecare facilities, is through wholesalers and
distributors. When control is transferred to a wholesaler or distributor,
revenue is recognised accordingly. The proportion of sales direct to hospitals
is higher in our Advanced Wound Devices business in Established Markets.

 

Segment revenue reconciles to statutory revenue from continuing operations as
follows:

                                            2023         2022
                                            $m           $m
 Segment revenue
 Orthopaedics                                2,214        2,113
 Sports Medicine & ENT                       1,729        1,590
 Advanced Wound Management                   1,606        1,512
 Revenue from external customers             5,549        5,215

 

Disaggregation of revenue

The following table shows the disaggregation of Group revenue by product by
business unit:

 

                                         2023         2022
                                         $m           $m
 Knee Implants                            940          899
 Hip Implants                             599          584
 Other Reconstruction                     111          87
 Trauma & Extremities                     564          543
 Orthopaedics                             2,214        2,113
 Sports Medicine Joint Repair             945          870
 Arthroscopic Enabling Technologies       588          567
 ENT (Ear, Nose & Throat)                 196          153
 Sports Medicine & ENT                    1,729        1,590
 Advanced Wound Care                      725          712
 Advanced Wound Bioactives                553          520
 Advanced Wound Devices                   328          280
 Advanced Wound Management                1,606        1,512
 Total                                    5,549        5,215

 

The following table shows the disaggregation of Group revenue by geographic
market and product category. The disaggregation of revenue into the two
product categories below reflects that in general the products in the Advanced
Wound Management business unit are sold to wholesalers and intermediaries,
while products in the other business units are sold directly to hospitals,
ambulatory surgery centers and distributors. The further disaggregation of
revenue by Established Markets and Emerging Markets reflects that in general
our products are sold through distributors and intermediaries in the Emerging
Markets while in the Established Markets, with the exception of the Advanced
Wound Care and Bioactives products, which are in general sold direct to
hospitals and ambulatory surgery centers. The disaggregation by Established
Markets and Emerging Markets also reflects their differing economic factors
including volatility in growth and outlook.

 

                                                    2023                                                              2022
                                                    Established Markets ((D))      Emerging Markets      Total        Established Markets ((D))      Emerging Markets      Total
                                                    $m                             $m                    $m           $m                             $m                    $m
 Orthopaedics, Sports Medicine & ENT                 3,184                          759                   3,943        2,949                          754                   3,703
 Advanced Wound Management                           1,406                          200                   1,606        1,319                          193                   1,512
 Total                                               4,590                          959                   5,549        4,268                          947                   5,215

 

D   Established Markets comprises US, Australia, Canada, Europe, Japan and
New Zealand.

 

Sales are attributed to the country of destination. US revenue for the year
was $2,979m (2022: $2,764m), China revenue for the year was $275m (2022:
$319m) and UK revenue for the year was $201m (2022: $186m).

 

No single customer comprises more than 10% of the Group's external sales.

 

2b.  Trading and operating profit by business segment

Trading profit is a trend measure which presents the profitability of the
Group excluding the impact of specific transactions that management considers
affect the Group's short-term profitability and the comparability of results.
The Group presents this measure to assist investors in their understanding of
trends. 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.

 

Segment trading profit is reconciled to the statutory measure below:

 

                                                                2023         2022
                                                                $m           $m
 Segment profit
 Orthopaedics                                                    398          383
 Sports Medicine & ENT                                           503          472
 Advanced Wound Management                                       472          436
 Segment trading profit                                          1,373        1,291
 Corporate costs                                                 (403)        (390)
 Group trading profit                                            970          901
 Acquisition and disposal related items(1)                       (60)         (4)
 Restructuring and rationalisation expenses                      (220)        (167)
 Amortisation and impairment of acquisition intangibles(1)       (207)        (205)
 Legal and other(1)                                              (58)         (75)
 Group operating profit                                          425          450

 

1   During 2023, management evaluated the commercial viability of Engage
products and concluded that they should be discontinued. A total of $109m of
Engage's assets and liabilities were written off as a result of this action,
which includes goodwill of $84m (included in acquisition and disposal related
items), intangible assets of $37m (included in amortisation and impairment of
acquisition intangibles), inventory of $21m (included in legal and other),
partially offset by the remeasurement of contingent consideration of $33m
(included in acquisition and disposal related items).

 

Acquisition and disposal related items

For the year ended 31 December 2023, costs primarily relate to the acquisition
of CartiHeal and impairment of Engage goodwill, partially offset by credits
relating to remeasurement of contingent consideration for prior year
acquisitions.

 

For the year ended 31 December 2022, costs primarily relate to the acquisition
of Engage and prior year acquisitions, partially offset by credits relating
to remeasurement of deferred and contingent consideration for prior year
acquisitions.

 

Restructuring and rationalisation costs

For the years ended 31 December 2023 and 2022, these costs include efficiency
and productivity elements of the 12-Point Plan and the Operations and
Commercial Excellence programme.

 

Amortisation and impairment of acquisition intangibles

For the years ended 31 December 2023 and 2022, these costs relate to the
amortisation and impairment of intangible assets acquired in material business
combinations.

 

Legal and other

For the year ended 31 December 2023, charges primarily relate to legal
expenses for ongoing metal-on-metal hip claims partially offset by a decrease
of $8m in the provision that reflects the decrease in the present value of the
estimated costs to resolve all other known and anticipated metal-on-metal hip
claims and by the release of a provision for an intellectual property dispute.

 

For the year ended 31 December 2022, charges primarily relate to legal
expenses for ongoing metal-on-metal hip claims. These charges in the year to
31 December 2022 were partially offset by a credit of $7m relating to
insurance recoveries for ongoing metal-on-metal hip claims.

 

The years ended 31 December 2023 and 2022 also include costs for implementing
the requirements of the EU Medical Device Regulation which came into effect in
May 2021 with a transition period to May 2024.

 

3.    Taxation

Reported tax for the year ended 31 December 2023 was a charge of $27m (2022:
$12m charge). The reported tax charge is low due to tax credits on significant
non-trading items such as restructuring and rationalisation expenses and
amortisation of acquisition intangibles.

 

Pillar Two

The OECD Pillar Two GloBE Rules (Pillar Two) introduce a global minimum
corporation tax rate of 15% applicable to multinational enterprise groups with
global revenue over €750m. All participating OECD members are required to
incorporate these rules into national legislation. The Pillar Two rules will
apply to the Group for its accounting period commencing 1 January 2024. On 23
May 2023, the International Accounting Standards Board (IASB) amended IAS 12
to introduce a mandatory temporary exception to the accounting for deferred
taxes arising from the jurisdictional implementation of the Pillar Two model
rules. On 19 July 2023 the UK Endorsement Board adopted the IASB amendments to
IAS 12.

 

The Group has performed an assessment of its potential exposure to Pillar Two
income taxes based on 2023 financial data and considers that the rules will
result in an increase in the Group tax rate. The main jurisdictions which
would give rise to Pillar Two income tax are Switzerland, Singapore and Costa
Rica; all jurisdictions in which the Group has substantial operations. It is
estimated that the Pillar Two income tax would increase the Group tax rate by
around 1.5%. The actual Pillar Two impact in 2024 will depend on factors such
as revenues, costs and foreign currency exchange rate impacts by jurisdiction.

 

The Group is adopting the mandatory temporary exception from the recognition
and disclosure of deferred taxes arising from the jurisdictional
implementation of the Pillar Two model rules.

 

The Group does not meet the threshold for application of the Pillar One
transfer pricing rules.

 

4.    Dividends

The 2022 final dividend of 23.1 US cents per ordinary share totalling $201m
was paid on 17 May 2023. The 2023 interim dividend of 14.4 US cents per
ordinary share totalling $126m was paid on 1 November 2023.

 

A final dividend for 2023 of 23.1 US cents per ordinary share has been
proposed by the Board and will be paid, subject to shareholder approval, on 22
May 2024 to shareholders whose names appear on the Register of Members on 2
April 2024. The sterling equivalent per ordinary share will be set following
the record date. The ex-dividend date is 28 March 2024 and the final day for
currency and dividend reinvestment plan ('DRIP') elections is 30 April 2024.

 

5.    Acquisitions

 

Year ended 31 December 2023

 

No acquisitions were completed in the year ended 31 December 2023.

 

During 2023, management evaluated the commercial viability of Engage products
and concluded that they should be discontinued. Refer to note 2b for further
details.

 

Year ended 31 December 2022

 

On 18 January 2022, the Group completed the acquisition of 100% of the share
capital of Engage Uni, LLC (doing business as Engage Surgical), owner of the
only cementless unicompartmental (partial) knee system commercially available
in the US.

 

The maximum consideration, all payable in cash, is $135m and the provisional
fair value consideration is $131m and includes $32m of contingent
consideration. The goodwill represents the control premium, the acquired
workforce and the synergies expected from integrating Engage Surgical into the
Group's existing business. The majority of the consideration is expected to be
deductible for tax purposes.

 

The fair value of assets acquired and liabilities assumed is set out below:

                                                Engage Surgical
                                                $m
 Intangible assets - Product-related             44
 Property, plant & equipment                     2
 Inventory                                       2
 Trade and other payables                        (1)
 Net assets                                      47
 Goodwill                                        84
 Consideration (net of $nil cash acquired)       131

 

The product-related intangible assets were valued using a relief-from-royalty
methodology with the key inputs being revenue, profit and discount rate.

 

 

 

 

6.    Net debt

Net debt as at 31 December 2023 is outlined below. The repayment of lease
liabilities is included in cash flows from financing activities in the cash
flow statement.

 

                                                                              2023           2022
                                                                              $m             $m
 Cash at bank                                                                  302            350
 Long-term borrowings                                                          (2,175)        (2,565)
 Bank overdrafts, borrowings and loans due within one year                     (710)          (111)
 Net currency swap (liabilities)/assets                                        (1)            -
 Net interest rate swap assets/(liabilities)                                   7              (13)
 Net debt                                                                      (2,577)        (2,339)
 Non-current lease liabilities                                                 (144)          (147)
 Current lease liabilities                                                     (55)           (49)
 Net debt including lease liabilities                                          (2,776)        (2,535)

 Reconciliation of net cash flow to movement in net debt including lease
 liabilities
 Net cash flow from cash net of overdrafts                                     (40)           (930)
 Settlement of currency swaps                                                  (4)            (3)
 Net cash flow from borrowings                                                 (175)          396
 Change in net debt from net cash flow                                         (219)          (537)
 IFRS 16 lease liabilities                                                     (3)            1
 Exchange adjustment                                                           (20)           47
 Corporate bond issuance expense                                               1              3
 Change in net debt in the year                                                (241)          (486)
 Opening net debt                                                              (2,535)        (2,049)
 Closing net debt                                                              (2,776)        (2,535)

 

The Group has available committed facilities of $3.6bn (2022: $3.7bn). In Q4
2023, the Group refinanced its $1bn Revolving Credit Facility, which extends
the facility maturity to 2028, with options to extend the maturity to 2030.

 

During 2022, the Group issued its debut EUR Corporate Bond, in the form of a
€500m (before expenses and underwriting discounts) of notes bearing an
interest rate of 4.565% repayable in 2029.

 

The Group has $405m of private placement debt due for repayment in 2024.

 

 

 

7a.   Financial instruments

The following table shows the carrying amounts and fair values of financial
assets and financial liabilities, including their levels in the fair value
hierarchy.

                                                       Carrying amount                   Fair value
                                                       2023               2022           2023          2022       Fair value
                                                       $m                 $m             $m            $m         level
 Financial assets at fair value
 Forward foreign exchange contacts                      25                 46             25            46        Level 2
 Investments                                            8                  12             8             12        Level 3
 Contingent consideration receivable                    18                 18             18            18        Level 3
 Currency swaps                                         2                  1              2             1         Level 2
 Interest rate swaps                                    7                  -              7             -         Level 2
                                                        60                 77             60            77
 Financial assets not measured at fair value
 Trade and other receivables                            1,163              1,123
 Cash at bank                                           302                350
                                                        1,465              1,473
 Total financial assets                                 1,525              1,550

 Financial liabilities at fair value
 Acquisition consideration                              (32)               (78)           (32)          (78)      Level 3
 Forward foreign exchange contracts                     (25)               (42)           (25)          (42)      Level 2
 Currency swaps                                         (3)                (1)            (3)           (1)       Level 2
 Interest rate swaps                                    -                  (13)           -             (13)      Level 2
                                                        (60)               (134)          (60)          (134)
 Financial liabilities not measured at fair value
 Acquisition consideration                              (4)                (14)
 Bank overdrafts                                        (2)                (6)
 Bank loans                                             (303)              -
 Corporate bond not in a hedge relationship             (995)              (994)
 Corporate bond in a hedge relationship                 (555)              (516)
 Private placement debt not in a hedge relationship     (1,030)            (1,160)
 Trade and other payables                               (1,026)            (1,040)
                                                        (3,915)            (3,730)
 Total financial liabilities                            (3,975)            (3,864)

 

At 31 December 2023, the book value and market value of the USD corporate bond
were $995m and $826m respectively (2022: $994m and $783m), the book value and
market value of the EUR Corporate bond were $555m and $586m respectively
(2022: $516m and $531m). The book value and fair value of the private
placement debt were $1,030m and $959m respectively (2022: $1,160m and $987m).

 

 

There were no transfers between Levels 1, 2 and 3 during the year ended 31
December 2023 and the year ended 31 December 2022. For cash and cash
equivalents, short-term loans and receivables, overdrafts and other short-term
liabilities which have a maturity of less than three months, the book values
approximate the fair values because of their short-term nature. Long-term
borrowings are measured in the balance sheet at amortised cost. The corporate
bonds issued in October 2020 and October 2022 are publicly listed and a market
price is available. The Group's other long-term borrowings are not quoted
publicly, their fair values are estimated by discounting future contractual
cash flows to net present values at the current market interest rates
available to the Group for similar financial instruments as at the year end.
The fair value of the private placement notes is determined using a discounted
cash flow model based on prevailing market rates. The fair value of currency
swaps is determined by reference to quoted market spot rates. As a result,
foreign forward exchange contracts and currency swaps are classified as Level
2 within the fair value hierarchy.

 

The fair value of contingent acquisition consideration is estimated using a
discounted cash flow model. The valuation model considers the present value of
expected payment, discounted using a risk-adjusted discount rate. The expected
payment is determined by considering the possible scenarios, which relate to
the achievement of established milestones and targets, the amount to be paid
under each scenario and the probability of each scenario. As a result,
contingent acquisition consideration is classified as Level 3 within the fair
value hierarchy.

 

The fair value of investments is based upon third party pricing models for
share issues. As a result, investments are considered Level 3 in the fair
value hierarchy. The movements in the year ended 31 December 2023 and the year
ended 31 December 2022 for financial instruments measured using Level 3
valuation methods are presented below:

                                      2023    2022
                                      $m      $m
 Investments
 At 1 January                          12      10
 Additions                             -       2
 Fair value remeasurement              (4)     -
                                       8       12

 Contingent consideration receivable
 At 1 January                          18      20
 Receipts                              -       (2)
                                       18      18

 Acquisition consideration liability
 At 1 January                          (78)    (84)
 Arising on acquisitions               -       (32)
 Payments                              13      20
 Remeasurements                        33      19
 Discount unwind                       -       (1)
                                       (32)    (78)

 

 

7b.  Retirement benefit obligations

The discount rates applied to the future pension liabilities of the UK and US
pension plans are based on the yield on bonds that have a credit rating of AA
denominated in the currency in which the benefits are expected to be paid with
a maturity profile approximately the same as the obligations. The actuarial
loss on obligation of $25m primarily relates to the decrease in discount rates
since 31 December 2022 by 30bps to 4.5% and 5.0% for the UK Plan and US Plan
respectively. There is also an actuarial loss from the return on plan assets
of $64m mainly due to the impact of UK Plan buy-in.

 

In June 2023, the Trustee with the support of the Company concluded a full
buy-in of the Main Fund with Rothesay Life. However, no decision on a future
buy-out had been reached by the Company yet. Whilst the contract between the
Life Insurer (Rothesay) and the Trustee allows for a buy-out, a number of
steps would need to be concluded before this could be achieved. Not least, the
conclusion of the due diligence process with the Life Insurer is expected to
continue into the second half of 2024. Thereafter, the Trustee and the Company
could not act unilaterally to move to a buy-out and the UK Fund governance
structure lays out several steps the Company would be required to conclude for
a buy-out decision. The transaction resulted in a $58m loss being recognised
in OCI with $nil cash impact.

 

In October 2022, US Pension plan members were notified that Smith & Nephew
Inc. (SNI) would begin the termination process for the plan. In December 2023,
Fidelity & Guaranty Life was selected to take over responsibility for the
remaining US pension plan obligation and administration upon termination. A
premium amount of $245m was paid in cash by the US Plan on 4 January 2024.
Certain active employees and terminated vested participants elected to receive
a lump sum in exchange for their plan benefit of $80m. This resulted in a $4m
settlement costs which were recognised in 2023, representing the difference
between the Defined Benefit Obligations and the lump sums paid to members in
December 2023. Following this transaction, members move to have a direct
relationship with Fidelity & Guaranty Life with SNI no longer retaining an
obligation for the settlement of accrued member benefits following short
administrative transition and due diligence process.

 

 

8.    Exchange rates

The exchange rates used for the translation of currencies into US Dollars that
have the most significant impact on the Group results were:

 

                       2023        2022
 Average rates
 Sterling               1.24        1.23
 Euro                   1.08        1.05
 Swiss Franc            1.11        1.05
 Period end rates
 Sterling               1.27        1.21
 Euro                   1.10        1.07
 Swiss Franc            1.19        1.08

 

 

 

 

 9. Subsequent events

On 9 January 2024, the Group completed the acquisition of 100% of the share
capital of CartiHeal, the developer of CARTIHEAL(◊) AGILI-C(◊), a novel
sports medicine technology for cartilage regeneration in the knee. The
acquisition of this disruptive technology supports our strategy to invest
behind our successful Sports Medicine & ENT business unit. Smith+Nephew
paid $180m in cash on completion, with up to a further $150m contingent on
future financial performance.

This acquisition will be treated as a business combination under IFRS 3. The
provisional value of acquired net tangible assets is not material and is not
expected to have material fair value adjustments. The remaining consideration
will be allocated between identifiable intangible assets (product-related) and
goodwill, with the majority expected to be goodwill representing the control
premium, the acquired workforce and the synergies expected from integrating
CartiHeal into the Group's existing business.

In October 2022, US Pension plan members were notified that Smith & Nephew
Inc. would begin the termination process for the plan. In December 2023,
Fidelity & Guaranty Life was selected to take over responsibility for the
remaining US pension plan obligation and administration upon termination. A
premium amount of $245m was paid in cash by the US Plan on 4 January 2024 to
settle the annuity purchase agreement with Fidelity & Guaranty Life.
Certain active employees and terminated vested participants elected to receive
a lump sum in exchange for their plan benefit of $80m. This resulted in $4m of
settlement costs which were recognised in 2023, representing the difference
between defined benefit obligation (DBO) and the lump sums paid to members in
December 2023. A $2m credit will be recorded in 2024 linked to the annuity
purchase contract concluded with Fidelity & Guaranty Life on 4 January
2024.

 

 

 

 

 

Other information

 

Definitions of and reconciliation to measures included within adjusted
"trading" results

 

These Financial Statements include financial measures that are not prepared in
accordance with IFRS. These measures, which include trading profit, trading
profit margin, trading profit before tax, adjusted attributable profit, tax
rate on trading results (trading tax expressed as a percentage of trading
profit before tax), Adjusted Earnings Per Ordinary Share (EPSA), trading cash
flow, trading profit to trading cash conversion ratio, leverage ratio, and
underlying revenue growth, exclude the effect of certain cash and non-cash
items that Group management believes are not related to the underlying
performance of the Group. These non-IFRS financial measures are also used by
management to make operating decisions because they facilitate internal
comparisons of performance to historical results.

 

Non-IFRS financial measures are presented in these Financial Statements as the
Group's management believe that they provide investors with a means of
evaluating performance of the business segments and the consolidated Group on
a consistent basis, similar to the way in which the Group's management
evaluates performance, that is not otherwise apparent on an IFRS basis, given
that certain non-recurring, infrequent, non-cash and other items that
management does not otherwise believe are indicative of the underlying
performance of the consolidated Group may not be excluded when preparing
financial measures under IFRS. These non-IFRS measures should not be
considered in isolation from, as substitutes for, or superior to financial
measures prepared in accordance with IFRS.

 

Underlying revenue growth

 

'Underlying revenue growth' is used to compare the revenue in a given period
to the comparative period on a like-for-like basis. Underlying revenue growth
reconciles to reported revenue growth, the most directly comparable financial
measure calculated in accordance with IFRS, by making two adjustments, the
'constant currency exchange effect' and the 'acquisitions and disposals
effect', described below.

 

The 'constant currency exchange effect' is a measure of the increase/decrease
in revenue resulting from currency movements on non-US Dollar sales and is
measured as the difference between: 1) the increase/decrease in the current
year revenue translated into US Dollars at the current year average exchange
rate and the prior year revenue translated at the prior year rate; and 2) the
increase/decrease being measured by translating current and prior year
revenues into US Dollars using the prior year closing rate.

 

The 'acquisitions and disposals effect' is the measure of the impact on
revenue from newly acquired material business combinations and recent material
business disposals. This is calculated by comparing the current year, constant
currency actual revenue (which includes acquisitions and excludes disposals
from the relevant date of completion) with prior year, constant currency
actual revenue, adjusted to include the results of acquisitions and exclude
disposals for the commensurate period in the prior year. These sales are
separately tracked in the Group's internal reporting systems and are readily
identifiable.

 

 

Reported revenue growth, the most directly comparable financial measure
calculated in accordance with IFRS, reconciles to underlying revenue growth as
follows:

 

                                                                                                                            Reconciling Items
                                                                                  Reported            Underlying            Acquisitions               Currency
                                            2023               2022               growth              growth                & disposals                impact
                                            $m                 $m                 %                   %                     %                          %
 Segment revenue
 Orthopaedics                                2,214              2,113              4.8                 5.7                   -                          (0.9)
 Sports Medicine & ENT                       1,729              1,590              8.8                 10.0                  -                          (1.2)
 Advanced Wound Management                   1,606              1,512              6.2                 6.4                  -                           (0.2)
 Revenue from external customers             5,549              5,215              6.4                 7.2                   -                          (0.8)

 

 

Trading profit, trading profit margin, trading cash flow and trading profit to
trading cash conversion ratio

 

Trading profit, trading profit margin (trading profit expressed as a
percentage of revenue), trading cash flow and trading profit to trading cash
conversion ratio (trading cash flow expressed as a percentage of trading
profit) are trend measures, which present the profitability of the Group. The
adjustments made exclude the impact of specific transactions that management
considers affect the Group's short-term profitability and cash flows, and the
comparability of results. The Group has identified the following items, where
material, as those to be excluded from operating profit and cash generated
from operations, the most directly comparable IFRS measures, when arriving at
trading profit and trading cash flow, respectively: acquisition and disposal
related items arising in connection with business combinations, including
amortisation of acquisition intangible assets, impairments and integration
costs; restructuring events; and gains and losses resulting from legal
disputes and uninsured losses. In addition to these items, gains and losses
that materially impact the Group's profitability or cash flows on a short-term
or one-off basis are excluded from operating profit and cash generated from
operations when arriving at trading profit and trading cash flow. The cash
contributions to fund defined benefit pension schemes that are closed to
future accrual are excluded from cash generated from operations when arriving
at trading cash flow. Payment of lease liabilities is included within trading
cash flow.

 

Adjusted earnings per ordinary share ('EPSA')

 

EPSA is a trend measure which presents the profitability of the Group
excluding the post-tax impact of specific transactions that management
considers affect the Group's short-term profitability and comparability of
results. The Group presents this measure to assist investors in their
understanding of trends. Adjusted attributable profit is the numerator used
for this measure and is determined by adjusting attributable profit for the
items that are excluded from operating profit when arriving at trading profit
and items that are recognised below operating profit that affect the Group's
short-term profitability. The most directly comparable financial measure
calculated in accordance with IFRS is basic earnings per ordinary share
('EPS').

 

                                                                                                                                                                                         Cash
                                                                                                                  Profit                                                                 generated
                                                                                           Operating              before                                       Attributable              from                       Earnings
                                                                      Revenue              profit(1 )             tax(2 )             Taxation(3 )             profit(4 )                operations(5 )             per share(6 )
                                                                      $m                   $m                     $m                  $m                       $m                        $m                         ¢
 2023 Reported                                                         5,549                425                    290                 (27)                     263                       829                        30.2
 Acquisition and disposal related items(8)                             -                    60                     78                  (14)                     64                        16                         7.3
 Restructuring and rationalisation costs                               -                    220                    223                 (42)                     181                       124                        20.7
 Amortisation and impairment of acquisition intangibles(8)             -                    207                    207                 (45)                     162                       -                          18.6
 Legal and other(7,8)                                                  -                    58                     64                  (12)                     52                        145                        6.0
 Lease liability payments                                              -                    -                      -                   -                        -                         (52)                       -
 Capital expenditure                                                   -                    -                      -                   -                        -                         (427)                      -
 2023 Adjusted                                                         5,549                970                    862                 (140)                    722                       635                        82.8

 

                                                                                                                                                                                      Cash
                                                                                                               Profit                                                                 generated
                                                                                        Operating              before                                       Attributable              from                       Earnings
                                                                   Revenue              profit(1 )             tax(2 )             Taxation(3 )             profit(4 )                operations(5 )             per share(6 )
                                                                   $m                   $m                     $m                  $m                       $m                        $m                         ¢
 2022 Reported                                                      5,215                450                    235                 (12)                     223                       581                        25.5
 Acquisition and disposal related items                                                  4                      162                 (31)                     131                       22                         15.1
 Restructuring and rationalisation costs                            -                    167                    168                 (30)                     138                       120                        15.8
 Amortisation and impairment of acquisition intangibles             -                    205                    205                 (45)                     160                       -                          18.4
 Legal and other(7)                                                 -                    75                     82                  (21)                     61                        133                        7.0
 Lease liability payments                                           -                    -                      -                   -                        -                         (54)                       -
 Capital expenditure                                                -                    -                      -                   -                        -                         (358)                      -
 2022 Adjusted                                                      5,215                901                    852                 (139)                    713                       444                       81.8

 

 

(1         ) Represents a reconciliation of operating profit to
trading profit.

(2         ) Represents a reconciliation of reported profit before
tax to trading profit before tax.

(3         ) Represents a reconciliation of reported tax to trading
tax.

(4         ) Represents a reconciliation of reported attributable
profit to adjusted attributable profit.

(5         ) Represents a reconciliation of cash generated from
operations to trading cash flow.

(6         ) Represents a reconciliation of basic earnings per
ordinary share to adjusted earnings per ordinary share (EPSA).

(7         ) The ongoing funding of defined benefit pension schemes
that are closed to future accrual is not included in management's definition
of trading cash flow as there is no defined benefit service cost for these
schemes.

(8         ) During 2023, management evaluated the commercial
viability of Engage products and concluded that they should be discontinued. A
total of $109m of Engage's assets and liabilities were written off as a result
of this action, which includes goodwill of $84m (included in acquisition and
disposal related items), intangible assets of $37m (included in amortisation
and impairment of acquisition intangibles), inventory of $21m (included in
legal and other), partially offset by the remeasurement of contingent
consideration of $33m (included in acquisition and disposal related items).

 

 

 

Acquisition and disposal related items

For the year ended 31 December 2023, costs primary related to the acquisition
of CartiHeal and impairment of Engage goodwill, partially offset by credits
relating to remeasurement of contingent consideration for prior year
acquisitions. Adjusted profit before tax additionally excludes losses of $18m
related to the Group's shareholding in Bioventus.

 

For the year to 31 December 2022, costs primarily relate to the acquisition of
Engage and prior year acquisitions, partially offset by credits relating to
remeasurement of deferred and contingent consideration for prior year
acquisitions. Adjusted profit before tax additionally excludes losses of $158m
related to the Group's shareholding in Bioventus. This primarily relates to an
impairment charge of $109m and the Group's share of impairment recognised by
Bioventus in its financial statements.

 

Restructuring and rationalisation costs

 

For the year ended 31 December 2023, these costs primarily relate to the
efficiency and productivity elements of the 12-Point Plan and the Operations
and Commercial Excellence programme that was announced in February 2020.
Adjusted profit before tax additionally excludes $3m restructuring costs
related to the Group's shareholding in Bioventus.

 

For the year ended 31 December 2022, these costs include efficiency and
productivity elements of the 12-Point Plan and Operations and Commercial
Excellence programme announced in February 2020. For the year ended 31
December 2022 adjusted profit before tax additionally excludes $1m of
restructuring costs related to the Group's share of results of associates.

 

Amortisation and impairment of acquisition intangibles

For the years ended 31 December 2023 and 2022, these costs relate to the
amortisation and impairment of intangible assets acquired in material business
combinations.

 

Legal and other

For the year ended 31 December 2023, charges primarily relate to legal
expenses for on-going metal-on-metal hip claims partially offset by a $8m
decrease in the provision that reflects the present value of the estimated
cost to resolve all other known and anticipate metal-on-metal hip claims and
by the release of a provision for an intellectual property dispute.

 

For the year ended 31 December 2022, charges primarily relate to legal
expenses for ongoing metal-on-metal hip claims and an increase of $19m in the
provision that reflects the present value of the estimated costs to resolve
all other known and anticipated metal-on-metal hip claims. These charges in
the year to 31 December 2022 were partially offset by a credit of $7m relating
to insurance recoveries for ongoing metal-on-metal hip claims.

 

For the years ended 31 December 2023 and 2022, charges also include the costs
for implementing the requirements of the EU Medical Device Regulation that was
effective from May 2021 with a transition period to May 2024.

 

 

 

 

 

 

 

 

 

 

 

 

 

Leverage ratio

The leverage ratio is net debt including lease liabilities to adjusted EBITDA.
Net debt is reconciled in Note 6 to the Financial Statements. Adjusted EBITDA
is defined as trading profit before depreciation and impairment of property,
plant and equipment and amortisation and impairment of other intangible
assets, goodwill and trade investments. The calculation of the leverage ratio
is set out below:

 

                                                                                      2023       2022
                                                                                      $m         $m
 Net debt including lease liabilities                                                  2,776      2,535

 Trading profit                                                                        970        901
 Depreciation of property, plant and equipment                                         306        319
 Amortisation of other intangible assets, impairment of goodwill and trade             139        56
 investments
 Impairment of property, plant and equipment                                           31         30
 Impairment of other intangible assets                                                 -          7
 Adjustment for items already excluded from trading profit                             (119)      (31)
 Adjusted EBITDA                                                                       1,327      1,282
 Leverage ratio (x)                                                                    2.1        2.0

 

 

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