SECURITIES
AND EXCHANGE COMMISSION



Washington,
D.C. 20549



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FORM 20-F/A



Amendment
No. 1



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INFORMATION
FOR SHAREHOLDERS(Mark One)



|  |                                                                                                   
|- | --------------------------------------------------------------------------------------------------
| ̈ | REGISTRATION STATEMENT PURSUANT
    TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

or



|x | ANNUAL REPORT PURSUANT TO SECTION
    13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For
the fiscal year ended December 31, 2019



or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION
    13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | --------------------------------------------------------------------------------------------

or



| ̈ | SHELL COMPANY REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------------------------



Commission
file number 1-14978



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Smith &
Nephew plc



(Exact name
of Registrant as specified in its charter)



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England and
Wales



(Jurisdiction
of incorporation or organization)



Building 5,
Croxley Park, Hatters Lane, Watford, Hertfordshire WD18 8YE



(Address of
principal executive offices)



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Securities
registered or to be registered pursuant to Section 12(b) of the Act:



|Title
    of each class                                                                 |  | Trading
    Symbol |  | Name
    on each exchange on which registered                            
|--------------------------------------------------------------------------------------- |  | ------------------ |  | -------------------------------------------------------------------------
|American
        Depositary Shares
        
        Ordinary
        Shares of 20¢ each |  | SNN                |  | New
        York Stock Exchange
        
        New
York Stock Exchange*



| | * | Not for trading, but only in
                                         connection with the registration of American Depositary Shares, pursuant to the requirements
                                         of the Securities and Exchange Commission.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Securities
registered or to be registered pursuant to Section 12(g) of the Act: None.

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.



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Indicate the
number of outstanding shares of each of the issuer’s class of capital or common stock as of the close of the period covered
by the annual report: 885,207,373 Ordinary Shares of 20¢ each



Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act    Yes  x    No   ̈

If this report
is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934    Yes    ̈    No
  x



Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes   x    No   ̈



Indicate by
check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x    No   ̈

Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging
growth company.



|                            |                      |                          
|--------------------------- | -------------------- | -------------------------
|Large Accelerated Filer  x  | Accelerated Filer   ̈ | Non-accelerated filer    ̈
|Emerging growth company    ̈ |                      |                          

If an emerging
growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange Act. Yes    ̈    No   ̈



†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.



Indicate by
check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.



| ̈U.S. GAAP |  | x
    International Financial Reporting Standards as issued by the International Accounting
    Standards Board
|---------- |  | ---------------------------------------------------------------------------------------------------------------
|           |  |  ̈Other                                                                                                         

If “Other”
has been checked in response to the previous question indicate by check mark which financial statement item the registrant has
elected to follow:     Item 17   ̈    
Item 18   ̈

If this is an
annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈     No  x



Indicate by
check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.     Yes   ̈    
No   ̈












Explanatory
Note



This Amendment No. 1 to the Annual
Report on Form 20-F (this “Form 20-F/A”) is being filed solely to include the Chief Executive Officer’s and
Chief Financial Officer’s conclusion regarding the effectiveness of Smith & Nephew plc’s (the “Registrant”)
disclosure controls and procedures as required by Item 15(a) of Form 20-F, which was inadvertently not included in the Registrant’s
Annual Report on Form 20-F for the fiscal year ended December 31, 2019 that was originally filed on March 2, 2020 (the “Original
Form 20-F”).



This Form 20-F/A includes Item 15
from pages 78-79 the Original Form 20-F, as amended to include the above conclusion regarding effectiveness of disclosure controls
and procedures. Item 15 is hereby amended and restated in its entirety. In addition, the Registrant is including Item 19 of Part
III with this Form 20-F/A solely to file the certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.



This Form 20-F/A makes no changes
to the financial statements of the Registrant included in the Original Form 20-F. Except as described above, this Form 20-F/A
does not amend, update or restate the information in any other item of the Original Form 20-F or reflect any events that have
occurred after the filing of the Original Form 20-F.









ITEM 15. CONTROLS AND PROCEDURES



Evaluation of internal controls



Management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rule 13a–15(f) and 15d–15(f) under
the US Securities Exchange Act of 1934.



There is an established system of
internal control throughout the Group and our country business units. The main elements of the internal control framework are:



– The
management of each country and group function is responsible for the establishment, maintenance and review
of effective financial controls within their business unit or function.



– The
Group’s IT organisation is responsible for the establishment of effective IT controls within the core financial systems
and underlying IT infrastructure.



– The
Financial Controls & Compliance Group has responsibility for the review of the effectiveness of controls operating in the
countries, functions and IT organisation, either by performing testing directly or reviewing testing performed in-country.



– The
Group Finance Manual sets out financial and accounting policies, and is updated regularly. The Group’s Minimum Acceptable
Practices (‘MAPs’) continued to be developed in 2019 including adding controls for leasing following the implementation
of IFRS 16 and further alignment with our key Sarbanes-Oxley controls. The business is required to self-assess their level of
compliance with the MAPs on a regular basis and remediate any gaps.



– MAPs
compliance is validated through spot-checks conducted by the Financial Controls & Compliance Group and during both Internal
Audit and external audit visits. Development of a technology solution to facilitate the real time monitoring of the operation
and testing of controls has been undertaken in 2019, with a view to implementation in 2020.



– There
are clearly defined lines of accountability and delegations of authority.



– The
Internal Audit function executes a risk-based annual work plan, as approved by the Audit Committee.



– The
Audit Committee reviews reports from Internal Audit on their findings on internal financial controls, including compliance with
MAPs and from the SVP Group Finance and the heads of the Financial Controls & Compliance, Taxation and Treasury functions.



– The
Audit Committee reviews regular reports from the Financial Controls & Compliance Group with regard to compliance with the
Sarbanes-Oxley Act including the scope and results of management’s testing and progress regarding any remediation, as well
as the aggregated results of MAPs self-assessments performed by the business.



– Following
acquisition in April 2019, Osiris Therapeutics, Inc. (‘Osiris’) has been excluded from the scope of our assessment
of internal controls as at 31 December 2019 as permitted by guidance provided by the staff of the U.S. Securities and Exchange
Commission in the year of acquisition. Osiris represented 2% of the Group’s Revenue in 2019 and less than 1% of the Group’s
Total Assets.



– Business
continuity planning, including preventative and contingency measures, back-up capabilities and the purchase of insurance.



– Risk
management policies and procedures including segregation of duties, transaction authorisation, monitoring, financial and managerial
review and comprehensive reporting and analysis against approved standards and budgets.



– A
treasury operating framework and Group treasury team, accountable for all treasury activities, which establishes policies and
manages liquidity and financial risks, including foreign exchange, interest rate and counterparty exposures. Treasury policies,
risk limits and monitoring procedures are reviewed regularly by the Audit Committee, or the Finance & Banking Committee, on behalf
of the Board.



– Our
published Group tax strategy which details our approach to tax risk management and governance, tax compliance, tax planning, the
level of tax risk we are prepared to accept and how we deal with tax authorities, which is reviewed by the Audit
Committee on behalf of the Board.



– The
Audit Committee reviews the Group whistle-blower procedures to ensure they are effective.



– The
Audit Committee continued to receive and review reports on the progress of the Finance Transformation element of the APEX
programme during 2019 and the mitigation of the associated risks.











This system of internal control has
been designed to manage rather than eliminate material risks to the achievement of our strategic and business objectives and can
provide only reasonable, and not absolute, assurance against material misstatement or loss. Because of inherent limitation, our
internal controls over financial reporting may not prevent or detect all misstatements. In addition, our projections of any evaluation
of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate. Entities where the Company does not hold a controlling
interest have their own processes of internal controls.



We have reviewed the system of internal
financial control and satisfied ourselves that we are meeting the required standards both for the year ended 31 December 2019
and up to the date of approval of this Annual Report. No concerns were raised with us in 2019 regarding possible improprieties
in matters of financial reporting.



This process complies with the Financial
Reporting Council’s ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’
on the UK Corporate Governance Code and additionally contributes to our compliance with the obligations under the Sarbanes-Oxley
Act and other internal assurance activities. There has been no change during the period covered by this Annual Report that has
materially affected, or is reasonably likely to materially affect, the Group’s internal control over financial reporting.



The Board is responsible overall
for reviewing and approving the adequacy and effectiveness of the risk management framework and the system of internal controls
over financial, operational (including quality management and ethical compliance) processes operated by the Group. The Board has
delegated responsibility for this review to the Audit Committee. The Audit Committee, through its Internal Audit function,
reviews the adequacy and effectiveness of internal control procedures and identifies any significant weaknesses and
ensures these are remediated within agreed timelines. The latest review covered the financial year to 31 December 2019 and included
the period up to the approval of this Annual Report. The main elements of this review are as follows:



– The
Chief Executive Officer and the Chief Financial Officer evaluated the effectiveness of the design and operation of the Group’s
disclosure controls and procedures as at 31 December 2019. Based upon this evaluation, the Chief Executive Officer and Chief Financial
Officer concluded on 20 February 2020 that the disclosure controls and procedures were effective as at 31 December 2019.



– Management
is responsible for establishing and maintaining adequate internal control over financial reporting. Management assessed the effectiveness
of the Group’s internal control over financial reporting as at 31 December 2019 in accordance with the requirements in the
US under section 404 of the Sarbanes-Oxley Act. In making that assessment, they used the criteria set forth by the Committee of
Sponsoring Organisations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on their assessment,
management concluded and reported that, as at 31 December 2019, the Group’s internal control over financial reporting was
effective based on those criteria. Having received the report from management, the Audit Committee reports to the Board on the
effectiveness of controls. KPMG, an independent registered public accounting firm, issued an audit report on the Group’s
internal control over financial reporting as at 31 December 2019.









ITEM
19. EXHIBITS



The following exhibits are filed
as part of this Amendment No.1:



|Exhibit No. | Description of Document                                                                                          | Incorporated Herein by Reference
    To | Filed
    Herewith
|----------- | ---------------------------------------------------------------------------------------------------------------- | --------------------------------------- | ------------------
|12(a)       | Certification of Roland Diggelmann filed pursuant to Exchange Act Rule 13a -14(a)                                |                                         | X                 
|            |                                                                                                                  |                                         |                   
|(b)         | Certification of Anne-Francoise Nesmes filed pursuant to Exchange Act Rule 13a -14(a)                            |                                         | X                 
|            |                                                                                                                  |                                         |                   
|13(a)       | Certification of Roland Diggelmann and Anne-Francoise Nesmes furnished pursuant to Exchange Act Rule 13a – 14(b) |                                         | X                 















SIGNATURE



The Registrant hereby certifies that
it meets all of the requirements for filing its annual report on Form 20-F/A and has duly caused and authorized the undersigned
to sign this Form 20-F/A on its behalf.



|    | Smith & Nephew plc | 
|--- | ------------------ | 
|    | (Registrant)       | 
|    |                    | 
|By: | /s/ Susan Swabey   | 
|    | Susan Swabey       | 
|    | Company Secretary  | 

Watford, England
September 25, 2020