xml version='1.0' encoding='utf-8'? ![]() #### Annual Report FY2022 # PIONEERS # OF PROGRESS ### IMPROVING OUR ### WORLD THROUGH ### SMARTER ENGINEERING ![]() Chairman’s introduction56 Board biographies58 Nomination &Governance Committee Report66 Audit & Risk Committee Report69 Remuneration & People Committee Report75 Science, Sustainability & Excellence Committee Report89 Directors’ Report90 Statement of Directors’responsibilities92 Our PurposeIFC FY2022 highlights1 Our priorities and targets2 Our key global markets2 Our divisions3 ## OUR ## PURPOSE We are pioneers of progress – improving our world through smarter engineering. Smarter engineering means helping to solve the toughest problems, for our customers, our communities and ourselves. We help to create a safer, more efficient and better-connected world. We are united by our Purpose. It is what we do, how we think, and how we will continue to use our passion for technology and engineering to be successful in the future. 01Overview IFC-4 Chairman’s statement5 Chief Executive Officer’s review9 - Our business model9 - Our strategy10 - Review of the year11 Chief Financial Officer’s review15 - Divisional review17 Key performance indicators21 Sustainability at Smiths24 TaskForce on Climate-related Financial Disclosures35 Stakeholders and Section 172 Statement41 Non-Financial Information Statement45 Risk management46 - Principal risks and uncertainties47 Going Concern and Viability Statement54 #### 02 Strategic Report 5-55 #### 03 Governance 56-92 Independent auditor’s report93 Consolidated primary statements103 Accounting policies108 Notes to the accounts116 Unaudited Group financial record 2018-2022164 Unaudited US dollar primary statements165 Smiths Group plc Company accounts171 Subsidiary undertakings180 Shareholder information187 #### 04 Financial statements 93-187 CONTENTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS P 24 READ MORE Sustainability at Smiths SEE MORE www.smiths.com ![]() SEE MORE www.smiths.com READ MORE Sustainability at Smiths P 24 GROSS VITALITY #### Percentage of revenue #### from new products FY2022 31% FY2021: 25% #### Accelerating growth – +3.8% organic revenue growth, fastest in nearly a decade – Organic revenue growth ahead of expectations; +3.8% 1 (H1: +3.4%; H2: +4.1%); five consecutive quarters of growth; reported growth of +6.7% – Headline 2 EPS growth +17.8% – High demand across most end markets with strong order growth of +11% 3 – £51m of revenue from new products launched in FY2022; R&D investment increased +14% – Targeted M&A contributed +1.8% of reported growth – Increasing returns to shareholders with proposed total dividend of 39.6p, +5% #### Stronger execution – Smiths Excellence System fully embedded – Resilient operating margin of 16.3% with headline operating profit 2 of£417m – Price offsetting inflation and mitigating other supply chain impacts – Solid operating cash conversion 4 of 80%; investment in working capital and capex to support growth and mitigate supply chain impacts – More focused portfolio following completion ofSmiths Medical sale and rapid return of proceeds with share buyback programme now 76% complete – Smiths Excellence System now fully embedded, with high-impact projects underway and targeted savings actions to drive enhanced efficiency #### Inspiring and empowering our people – an energised and focused team – A refreshed leadership team with new senior appointments throughout the year – Introduced Smiths Leadership Behaviours to build on our strong culture – Driving an even more dynamic and inclusive culture with greater focus on diversity – Continuing to translate our commitment to ESG leadership into action #### Strong balance sheet – well positioned to execute our growth strategy – £380m reduction in gross debt; leverage of 0.3x net debt/headline EBITDA 4 – Final buy-in of the TI Group Pension Scheme, delivering certainty for scheme members and shareholders GREENHOUSE GAS REDUCTION #### GHG reduction normalised #### to revenue FY2022 (7.2)% SAFETY #### Recordable Incident Rate FY2022 0.54 FY2021: 0.47 DIVERSITY #### % of senior leadership positions #### taken by females FY2022 24% FY2021: 23% DIRECT ECONOMIC CONTRIBUTION #### Taxes paid + employee costs #### + supplier costs FY2022 £2.33bn FY2021: £1.95bn HEADLINE 2 FY2022 FY2021 Reported Organic 1 Revenue £2,566m £2,406m +6.7% +3.8% Operating profit £417m £372m +12.0% +1.7% Operating profit margin 4 16.3% 15.5% +80bps (30)bps Basic earnings per share (EPS) 69.8p 59.3p +17.8% Operating cash conversion 4 80% 129% (49)% ROCE 4,5 14.2% 13.9% +30bps STATUTORY FY2022 FY2021 Reported Revenue £2,566m £2,406m +6.7% Operating profit £117m £326m (64.1)% Profit for the year (after tax) £1,035m £285m 263.2% Basic EPS 267.1p 71.7p 272.5% Dividend per share 39.6p 37.7p +5.0% The following definitionsare appliedthroughout this Report: 1Organic is headline adjusted to exclude the effects of foreign exchange, acquisitions and restructuring. 2Headline: In addition to statutory reporting, the Group reports on a headline basis. Definitions of headline metrics, and information about the adjustments to statutory measures, are provided in note 3 to the financial statements. Headline performance is on a Smiths Group basis, excluding the results of Smiths Medical. 3Order growth excludes the effects of foreign exchange and includes John Crane, Smiths Detection and Smiths Interconnect. 4Alternative Performance Measures (APMs) and key performance indicators are defined in note 29 to the financial statements. 5Excludes the impact of restructuring charges and spend. #### A YEAR OF ACCELERATING #### GROWTH AND STRONGER #### EXECUTION FY2022 HIGHLIGHTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 1 ![]() REVENUE BY GLOBAL MARKET General Industrial 42% Safety & Security 31% Energy 21% Aerospace 6% REVENUE BY DESTINATION Americas 55% Europe 19% Asia Pacific 16% Rest of the World 10% We have set the following medium-term targets: Organic revenue growth 4-6% (+M&A) EPS growth 7-10% (+M&A) ROCE15-17% Operating profit margin 18-20% Operating cash conversion 100%+ These targets are underpinned by Smiths operational KPIs and environmental targets, including a commitment to Net Zero for Scope 1 & 2 emissions by 2040 and Net Zero for Scope 3 emissions by 2050. Smiths is intrinsically strong with world- class engineering,leading positions incritical markets, and distinctiveglobal capabilities, all underpinned by a strong financial framework. Our priority is to build on our strengths to unlock value by moving with greater pace and urgency to deliver performance in line with our significant potential. Our focused plan, which is captured in the Smiths Value Engine, has three top priorities: Safety & Security Our threat detection equipment helps keep people and assets safe. Demand in the security market is driven by persistent and evolving terror threats, changing security regulations, and increased global air travel and trade #### General Industrial Customers put their trust in our products and services to support a wide range of general industrial applications in sectors including petrochemical, mining, pulp & paper, water treatment, semiconductor testing, heating elements, automotive and rail transportation #### Aerospace Satellite launches and emerging activities like deep space exploration are driving demand for high-reliability solutions inthe space market. Growth inaerospace is comingfrom the development ofnew fuel-efficient aircraft and increasing passenger and freight traffic #### Energy John Crane’smechanical seals and systems support energy operations worldwide including downstream and midstream oil & gas and power generation. Growth is driven by increases in global demand for energy,productivity,and enhanced environmental and safety requirements #### Accelerating growth #### Strengthening execution #### Doing even more to inspire #### and empower our people READ MORE KPIs READ MORE Our business model and Our strategy P 9 P 21 ## OUR KEY GLOBAL ## MARKETS ## OUR PRIORITIES ## AND TARGETS READ MORE Sustainability at Smiths P 24 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 2 ![]() READ MORE www.smiths.com READ MORE www.smiths.com READ MORE CFO review P 17 READ MORE CFO review P 18 #### John Crane Mission-critical flow control solutions for increased efficiency, reliability,and environmental sustainability. #### Smiths Detection Detection and screening technologies for safety, security and freedom of movement. John Crane is a global leader in the design, manufacture, installation and support ofrotating equipment solutions that drive efficiency, safety, and environmental sustainability in large-scale industrial processes. #### Customers – Energy – down- and mid-stream activities (e.g. pipelines and refineries) of energy multinationals and power generation – Other process industries – a significant presence in chemical, life sciences, mining, water treatment, and pulp & paper – Aftermarket – increasing demand for full lifecycle asset management – Ideally positioned to help customers meettheir decarbonisation and energy transition objectives #### Competitive strengths – Strong and differentiated proprietary technologies and expertise across industries – Largest installed base in the Energy and Industrials markets – Innovation focused, growing digital capability – Customer intimacy and strategic alignment with end users through a network of ~200 service and support centres, and unique capabilities of field service engineers #### Growth drivers – Near-term global demandfor stable energy supply – Secular growth in energy and primary resource demand, especially in emerging markets – Increasing demand for enhanced efficiency – Energy transition – environmental safeguarding and cleaner processes. Requirement to reduce emissions, with particular emphasis on methane. Growth of a more diversified and cleaner low-carbon energy eco-system, including hydrogen and renewables, which drive more demanding needs in compression, pumping and filtration – Long-term customer partnerships and outsourcing #### Competitors Competitors include Flowserve, EagleBurgmann and AES Smiths Detection is a global leader in threat detection and screening technologies that protect people and assets. #### Customers – Aviation – airports and governments. Regulators are also highly involved and shape market development – Other Security Systems – a significant presence in high- energy cargo inspection systems (ports and borders), integrated screening systems for a broad range of urban situations (court houses, prisons, offices, shopping malls, rail stations, etc.), long-standing partnerships with governments for detection of chemicals and explosives in nationaldefence #### Competitive strengths – Global reach and market-leading brand – Differentiated proprietary technologies leveraged across a broad range of markets – Significant research and development and digital capabilities – Focus on minimising product energy use – Customer intimacy and loyalty through equipment cycle and aftermarket offer – Operating in regulated market segments that require product certification – Network of~100 locations #### Growth drivers – Persistent and evolving threats to national security, public safety and critical infrastructure – Changing aviation security regulations and customer requirements across our industries – Growing populations and urbanisation – Growth ofglobal transportation infrastructure – Global growth of international trade and e-commerce – Need for integrated digital solutions – Staffing constraints are driving demand for digital image analysis software such as automated threat recognition – Equipment replacement cycle, typically 8–10years #### Competitors Competitors include Rapiscan, Leidos, Nuctech, Flir, Chemring and Bruker % OF REVENUE 35% 69% ofJohn Crane revenue is from aftermarket sales % OF REVENUE 26% 54% of Smiths Detection revenue is from aftermarket sales ## OUR DIVISIONS #### Our four divisions operate in more than 50 countries. #### Together, our divisions and Group employ more than 14,700 people. 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 3 ![]() READ MORE www.smiths.com % OF REVENUE 14% READ MORE CFO review P 19 READ MORE CFO review P 20 % OF REVENUE 25% #### Flex-Tek Safe and efficient movement of fluids and gases. #### Smiths Interconnect Advancing the world throughcutting-edge connectivity. Flex-Tek is a global provider of high-performance engineered solutions that support the safe and efficient movement of fluids and gases in a range of industry sectors. #### Customers – Construction – heating, ventilation and air-conditioning (HVAC) customers and builders (full range of heating elements, gas piping, flexible and metal ducting) – Aerospace – aircraft manufacturers and their tier-one suppliers (a full range of rigid and flexible, high-and low- pressure tubing and ducting for fluid conveyance) – Industrial – Electrical Process Heating (highly engineered, medium-high voltage) and specialist end-use applications such as medical hoses #### Competitive strengths – Leading capability in design, manufacture and cost engineering – High-performance differentiated products – Innovation focused – Strong customer relationships and brand reputation #### Growth drivers – Through-cycle growth of the US housing construction market – Expanding international marketfor construction products – Long-term increase in commercial and military aircraft production – Customer focus on efficient performance and environmental safeguarding – Industrial heat solutions – Growth in use of medical devices #### Competitors Competitors include Parker-Hannifin, Eaton, OmegaFlex, Warren, Watlow and Southwark Metal Smiths Interconnect is a preferred supplier of advanced electronic components, sub-systems, optical and radio frequency products for customers requiring reliable, high-speed and secure connectivity, often in harsh environments. #### Customers – Semiconductor test – test socket and probe card solutions for higher-performing applications (graphics processing, artificial intelligence and data communication) for abroad range of chip manufacturers – Connectors – high-reliability electrical interconnect solutions for specialised applications across a broad range of healthcare, industrial, transport and aerospace customers – Fibre-optics and radio frequency (RF) components – broad range of devices, transceivers for demanding high-reliability environments – especially with space and aerospace customers – Smiths Interconnect Inc. – antenna systems, multi-function RF systems, as well as time and frequency solutions for aerospace and defencecustomers #### Competitive strengths – Broad portfolio of cutting-edge technologies and products – Strong research and engineering capabilities – Customer intimacy and product customisation – Global reach and support #### Growth drivers – Increased demand for faster data transmission, greater bandwidth and faster processing power in aerospace, defence and communications – Growth of connectivity, as the world becomes more connected, driven by trends including the Internet of Things, Big Data, Internet of Space, Industry 4.0 – Development ofhealthcare technology #### Competitors Competitors include Amphenol, TE Connectivity, Molex, Cobham, Glenair, Honeywell, Anaren, Leeno and Winway READ MORE www.smiths.com 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 4 ![]() Over the years, I have tried to make my Chairman’s letters interesting and relevant to topical events and describe how we address them at Smiths. Last year, I described why we believed that, by the summer of 2022, the coronavirus’s mutations would become less virulent, and COVID-19’simpact on society and business would gradually decline and disappear into the background of other infectious diseases we live with in perpetuity, like colds or influenza. The big issues that have unfolded for Smiths and other companies in 2022 are: – Supply chainshortages; – Inflation; and – The effects of the Ukraine war, particularly its impacts on food and energy supply. This set of topics is incredibly complex and connects the fiscal and monetary policies of the world’s governments, economic growth expectations, energy shortages, social dislocation, food shortages, personal safety, labour shortages, global migration patterns and societal pressures. This is obviously not something I can cover in a short letter. So, I will try to deal with just one or two confusing pieces of this puzzle. So, supply chain shortages and related inflation will be my focus for this year’s letter. In any commodity situation, only three factors impact a commodity’s price at any time: supply, demand, and inventory. Price fluctuations occur continuouslyin globally traded commodities like copper and aluminium, and on any day there can be significant differences in spot and future pricing, depending on expected future demand. Oil prices are especially sensitive to an imbalance in supply and demand because most contracts never result in the actual delivery of oil, only in speculation. But pricing variations like these appear everywhere, even in non-commodity items. The war in Ukraine has caused energy and food inflation to worsen both locally and globally. But in the longer term, energy is a zero-sum game. Suppose Russia sells more energy to countries such as India or China. In that case, assuming they sell a full allotment, those volume demands are missing from the world marketplace and, given time, that volume will be available to others. There will be some temporary spikes in oil prices, but they should not last because there is a well-developed shipping network for oil supplyworldwide and rebalancing regional supply anddemand is possible. There may be incremental costs due to the difference between oil shipped via ocean cargo versus that transported by pipeline, but it is unlikely to last. Natural gas is more problematic because pipeline infrastructure from Russia is more well- developed than LNG shipped by sea. Syngas can also be made from coal and, along with fracking, these might offer a solution if the gas supply does not resume from Russia. Nuclear power generation is also possible in countries where nuclear units have been mothballed for political or environmental reasons. But these issues are as connected to political decisions as to economic or technological ones. During any economic or secular disturbance, executives face two primary challenges. The first is to predict how long a disturbance will last, and the second is to predict how deep it will get. We saw this in the 9/11 attacks, the ‘08-’09 debt crisis, and again in the COVID-19 pandemic, plus recent supply chain shortages and inflation. Without a sensible forecasting model, we don’t know whether we are falling into a 1m deep ditch or off a 1,000mcliff. When we speak about a ‘supply chain’, we refer to the flow of inbound materials to a company and its conversion into finished goods via a manufacturing process. There is a complementary outbound flow from the company through various distribution channels until the product eventually reaches the final customer. Every manufacturing company has these building blocks, the inbound flow of raw material, conversion via a manufacturing or assembly process, and then outbound delivery of finished goods to their customers. Understanding supplychains is aproblem in dynamics, not in statics. Just like the vibrating string of a violin, when it is figuratively ‘plucked’, everything in the supply chain is moving up, down, backwards, and forwards. Perhaps the closest analogy to supply chain dynamics is the pulsating noise we hear when our plumbing at home experiences a ‘water hammer’. This is caused by pressure waves oscillating backwards and forward between discontinuities in the plumbing system and is analogous to the waves of demand that ripple up and down dynamically in a supplychain. On the outbound side of this process, companies sell their products to customers through various forms of distribution. Some go directly to customers to be built into product platforms such as vehicles or electronics, some through distribution channels that hold buffer inventory to smooth out supply and demand imbalances, and others sell their products direct to consumers online. The dynamics are different in detail, but they all suffer varying degrees of transient problems. ## CHAIRMAN’S ## STATEMENT 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 5 ![]() #### What happens to orders when #### end-market demand falls? Let’s perform a thought experiment on our supply chain. Let’s consider a make-to-stock original equipment manufacturer (OEM) and imagine there are three or four inventory storage locations in the outbound supply chain. Let’s imagine a reduction in end-market demand by 100bps and examine what happens in our supply chain. The management at the inventory storage location closest to the end-market sees demand fall by 100 basis points. Local management knows they must cut orders; otherwise, they will have too much inventory. So, to be conservative, they cut their orders by 200 basis points, say. The management at the next location further up the supply chain sees their demand fall by 200 basis points, and they also worry they will have too much inventory, so they cut orders by 300 basis points, and so on. The order reduction numbers chosen here are just illustrative, and the actual numbers will differ depending on a company’s risk tolerance, distribution method and the number of inventory storage locations. The greater the number of inventory storage locations in your supply chain, the more likely there will be an overreaction. Even with ‘just-in-time’ pull system ordering, it’s natural that management overreacts to some degree in controlling inventory. So, the net effect is that there’s always an amplification in the supply chain of any fluctuation in end- market demand. Consequently, if you are an OEM in a downturn, you will almost always see your demand temporarily fall by multiples of that seen in the end-market as the supply chain adjusts to new demand conditions. The downstream effect is different for make-to-order manufacturers than for make-to-stock. But we must remember this is a two-sided problem, both on the inbound supply chain and on the outbound one. So, an upstream supply chain’s impact can still cause problems, particularly when there is an increase in demand. I’ve seen this amplification phenomenon happen at every B2B company I have worked at. The same phenomenon also happens when, instead, there is an increase in demand, which I will explain later. In one case, an industrial manufacturer I’m familiar with sells through extended distribution channels and has an amplification of 2.84. So, if their end-market demand falls by 100 basis points, they see their orders temporarily fall by 284 basis points. In steel distribution, that amplification number is about 400 basis points. The amplification factor in seasonal businesses with lower inventory turns is about 160 basis points. Consumer electronics can be as high as a staggering 2,000 basis points. #### How long do these temporary supply chain #### transients last? The next question is, how long will this transient reduction in demand last? If the supply chain were 100% efficient, it would clear the excess inventory in one turn. But we know that supply chains are never 100% efficient. When I was making these calculations earlier in my career, because I didn’t know the exact supply chain efficiency number, like any typical engineer, I chose 50% as my working hypothesis. Fill rates are a complex function of demand and inventory and weren’t always valid in highly disturbed situations. Let’s make the numbers easy in our thought experiment. The 50% efficiency number means that a four inventory turn company would experience a transient fall in demand lasting for six months, in other words, two inventory turns. Although the end market has only fallen by 100 basis points, it feels like your company is selling into an artificially much worse market than it really is. The industrial company I mentioned earlier felt like the end-market – and sales – had temporarily fallen by 284 basis points, not 100 basis points. But correspondingly, when there’s an increase in demand, it feels like your company is selling into an artificially much better market than it is. That overshoot in demand is only a temporary illusion, and we’ll deal with that case shortly. Order demand falls until supply and demand come into equilibrium. Meanwhile, the transient reduction in orders has removed the excess inventory from the supply chain and, in my example, demand returns to a new quiescent value, albeit now 100 basis points smaller. So, in this simple case of falling demand, the sales challenge of this hypothetical make-to-stock company is made worse by ordering undershoot. This has important financial impacts because it artificially reduces a company’s reported growth. In public companies, we report to the market periodically and, if a temporary undershoot in demand – one not reflective of the real end-market conditions – lasts six months, it can seriously affect the projected growth rate in the full-year results, depending on which quarter of the fiscal year the disturbance happens. #### What happens when there is an #### increase in demand? Now let’s consider the opposite case, one where there is a sudden increase in demand, which we’ve seen recently, particularly in electronics. The simple answer to why this is happening is an imbalance in supply and demand. But I will show now that the problem is again mostly artificial and temporary, and so are the associated inflationary tendencies as people over-order to fill an illusionary high demand. 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 6 ![]() The case of increased demand When there is a sudden increase in demand, manufacturing capacity is limited, so the supply chain cannot fully respond unless there is excess idle capacity. Normally, manufacturers load factories to somewhere between 85% and 90% capacity for fixed cost absorption reasons. So now the efficiency of our supply chain is, de facto, only about 10%. So even if we can increase capacity temporarily, say from 85% to 95% or even 100%, unless we add new capacity, the time for supply and demand to return to equilibrium is extended. Some companies may have extra shifts available, but then they might not have trained workers to staff them, and with labour shortages driven by this excess demand, automation is often the answer, but that is a long-term solution. In my earlier case of demand reduction, I used 50% as the efficiency number for the supply chain. But now, because of manufacturing capacity limits, that efficiency is effectively only 10%, so the recovery time for equilibrium to be reached is nominally five times as long as it did with 50%. So, a company that once experienced a six-month recovery on falling demand could now experience a 2.5 year transient before complete recovery. This is an extreme case; naturally, companies take every possible corrective action to reduce this timing. But this problem partly explains why we see extended recoveries and shortages in our supply chains. In practice, the supply chain may take 18 months to recover as we engage in countermeasures. Meantime, a massive amount of new fixed capacity is being added to the supply chain, especially in the semiconductor area, which will also help gradually reduce these disturbance times and inflation along with it. Companies mustcontrol the #### temptation to over-order In thisincreased demand case, oursupply chainmanager’s temptation is to over-order out of fear of experiencing component shortages. After all, you can’t ship a car with even one missing door handle. That new demand temporarily increases a company’s growth, but it can have serious financial consequences, particularly on our inventory’s pricing. We can end up with long-dated orders at muchhigher-than-normal pricing. This is a problem queuing for an unhappy ending. There is typically one overshoot, and one undershoot in any dynamic system like the one I describe here. For the mathematically inclined, when simplified, the dominant mode makes the dynamic response look like a second-order system. The precise effect of these temporary increases in demand depends very much on thecompany’s distribution method. The inevitable outcome is that companies can end up with too much inventory, possibly at higher prices, producing variances against standard manufacturing costs. In an extreme case, companies may face expensive excess and obsolete (E&O) inventory write-offs when the inevitable demand falls later in the transient cycle, with its own overreaction tendancies. #### The effects of container shortages This artificial and synchronised surge in demand has resulted in a shortage of shipping containers on some routes worldwide. Instead of the historical $2,000 for a container transit from China to Europe or the United States, container costs peaked at $23,000 in 2021. Today it’s around $13,000. China’s zero-COVID policy caused holdups and delays in the major East Coast China ports and factories, with similar inefficiencies in other ports in the US and Europe. So, in part, container pricing is a proxy for supply chain shortages and inflation, making the artificial demand problem even worse. Synchroniseddemand Clearly, the world economy has not suddenly grown by 15% or 20%, so why have companies experienced this sudden increase in demand, particularly for electronics?The cause lies squarely in the synchronised economic ‘start up’ after the COVID-19 pandemic, plus the transient artificial demand described earlier. Although we have been using videoconferencing tools for many years, COVID-19 forced unpractised staff into the user population and accelerated acceptance of this as a way of working – and a substitute for some face-to-face meetings at the office. That, in part, drove part of the high demand for electronics. Likely, we will not fully return to pre-COVID-19 ways of working ever again. But there is an additional factor at work here; synchronisation. Although the world’s major connected economies have similar periodicity in their economic cycles, they are not normally all in phase. In the same way that demand fell precipitously in late 2008, it did so because of the synchronised collapse in all debt markets. Similarly, here we have a synchronised increase in demand in most markets, made worse by an illusory demand curve. However, global economies will gradually settle into historical phasing patterns, easing some of this synchronisation problem. So, the ‘08-’09 downturn occurred because of a debt crisis happening simultaneously across the world, which produced a synchronised economic downturn. Here, we had a similar but opposite problem: a synchronised upturn and, to make it worse, synchronised artificial excess demand. 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 7 ![]() #### Inflation Some economists argue that inflation has been caused by excessive stimulus packages that crashed headlong into supply chain shortages. However, they are two sides of the same coin. But the real problem is much more complex, and the solutions are possibly simpler. Inflation has been made worse by artificial synchronised demand thatcreated shortages, combined with high-cost slow-moving containers and the war in Ukraine, which has driven up food and energy prices. Additionally, zero-COVID-19 policies in China have plugged up or slowed supply chains and attendant labour shortages were caused by all the above. I have described here why we are experiencing some parts of these supply chain difficulties and why they have lasted so long. It’s important to remember the maxim that the solution to high prices is high prices. Similarly, the solution to low prices is low prices. Companies redesign their products, re-source suppliers and use lower-cost substitutes for expensive materials, which is part of the companies’ mechanism to control inflation. The size of the US economy is approximately $21 trillion, and the US uses approximately 6.9 billion barrels of oil a year. So each $10 increase in the price of a barrel of oil reduces spending power in the US economy by about 30 basis points. A $60 increase in the price of a barrel of oil, which we saw at its peak, if maintained, reduces spending power in the US economy by 180 basis points. Similarly,increasing interest rates simultaneously increases inflation and later reduces it by cooling demand. Those companies suffering the greatest near-term challenge are those in process industries that use a lot of energy. Smiths does not have high energy-intensive manufacturing processes. #### So how does all of this end? The Chinese Communist Party Congress will take place in October. It may be when China declares victory over COVID and eliminates its zero-COVID policy. That will gradually free up plugged ports, ease supply chain shortages, reduce container costs, and ease some pressure on component supply from China. Supply chain transients will end naturally with time, though not without some pain, and artificial demand will reduce. A reduction in economic stimulus will also help, though I have reservations that a rapid increase in interest rates may work against policymakers and create recessions in some economies across the Western world. Together, these factors will reduce labour shortages and ease the pressure on pricing and inflation. Lastly, problems that Western economies have suffered over the past two years will almost certainly create a swathe of manufacturing repatriation initiatives. That is likelyto reduce economic growth in China and other parts of the Asian economy. But it will also create new jobs and investments in Western economies and drive efficiency initiatives and automation investments. My grandmother would have said, “it’s an ill wind that blows nobody any good”. I hope this letter has helped readers, in some small way, to understand the complexities and effects of this very unusual time. Sir George W. Buckley CHAIRMAN 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 8 ![]() SMITHS VALUE ENGINE ## OUR BUSINESS MODEL Our compelling business model leverages our world-class engineering, leading positions in critical markets, and global capabilities to help customers solve their toughest problems. The Smiths Value Engine is supported by a robust financial framework characterised by recurring revenues, high margins, and strong cash generation. OUR CULTUREOUR STAKEHOLDERS READ MORE Our culture P 28 READ MORE Engaging with our stakeholders P 41 Our culture inspires and empowers our people. We live our Values of integrity, respect, customer focus, ownership, and passion every day, in each action and decision that we take. A strong culture grounded in Values is what has enabled Smiths to prosper for more than 170years. Our Leadership Behaviours provide a unified description of what leadership means at Smiths and a shared commitment to how we act in service of our stakeholders. Smiths Leadership Behaviours align to our three core priorities of growth, execution and people. Growth – Innovates for impact – Sets vision to inspire Execution – Takes accountability and ownership – Delivers results at pace People – Lives Smiths Values – Develops self and others – Leads inclusively and empowers #### People Our capable, dedicated and passionate colleagues are our greatest asset. We aim to attract and retain the very best by creating an environment for colleagues based on respect, personal growth, recognition and development of talent, and a sense of belonging and purpose. #### Customers Strong and enduring customer relationships will sustain Smiths into the future. Meetingcustomer needsand exceeding their expectations, not just with products, quality and service, but in the way we conduct business and pay attention to the things that matter to them – for example, ethics and environmental performance – isa fundamental part of our business model and our Values. #### Suppliers Developing mutually beneficial relationships with our suppliers and building resilience, quality andefficiency across our supplychain is a fundamental contributor to our customer offering and the long-term competitiveness of Smiths. #### Communities and society We aim to improve our world by contributing positively to our communities and society in general. Smiths products and services support critical global industries where we are pioneering progress in safety, efficiency and environmental performance. Weplay a beneficial role in local economies through job creation and skills development, procurement and generating tax revenues, operating safely, environmentally responsibly and ethically, and engaging directly. #### Regulators and governments We build relationships with governments, policymakers and regulators across the world. We do this so that we can operate effectively, to ensure our interests and those of the industries in which we operate are represented in decision-making, and in order to contribute our expertise on emerging national, regional and global needs. #### Investors We are committed to openness and transparency with all capital providers and the effective management of risk while we unlock value and returns for our investors. CHIEF EXECUTIVE OFFICER’S REVIEW 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 9 Growth World-Class Engineering Leading Positions in Critical Markets Execution Global Capabilities Robust Financial Framework People OUR PRIORITIES OUR STRENGTHS OUR PURPOSE #### PIONEERS OF #### PROGRESS Improving our world through smarter engineering ![]() MEGATRENDS OUR STRATEGIC PRIORITIES ## OUR STRATEGY We are committed to performing to our potential – growing faster to unlock enhanced value creation for the Group. We actively manage our portfolio of businesses and seek to optimise their performance through organic investment anddisciplineduse ofcapitalfor mergers and acquisitions. In FY2022 we made good progress in advancing our strategy. Organic revenue growth EPS growth ROCE Operating profit marginOperating cash conversion FY2021 (2.2)% 19.3% 13.9% 15.5%129% FY2022 3.8% 17.8% 14.2% 16.3% 80% FY2022 PROGRESS AGAINST TARGETS +M&A +M&A 7-10% 15-17% 18-20% 100%+ 4-6% The strategy for each division is tailored to its individual circumstances and takes account of trends in overall demand, specific customer needs, relative competitorperformance, and underlying business models. Inaddition, we track the evolution of key Group-wide secular themes and trends and their impact on our business. Our Purpose and commitment to sustainability leadership are reflected in our intent to prioritise ESG performance at Smiths. As a result, whilst each of these themes is important, we place additional emphasis on our response to those megatrends which relate to theenergy transition agenda and the overall reduction of waste and energy use. This will allow us to leverage our unique capabilities to enableour customers to meet their sustainability goals while we deliver on our own commitments. General Industrial – Efficient, cleaner processes – Waste reduction, re-use/recycle – Safe operations – Equipment reliability – Asset life maximisation – Lightweight materials Safety & Security – Safe travel – Secure trade – Safe people – Secure places – Smart cities Energy – Environmental urgency – Energy efficiency – Lower emissions – Energy transformation – Air quality Aerospace – Faster/seamless connectivity – Satellite applications – Personalised integrated mobility solution s – Taking full advantage of strong demand we currently see across most of our markets – Improving new product development and commercialisation – Extending our reach by building out priority adjacencies – Supplementingorganic growth with disciplinedM&A – Developing high-value green technology solutions forour customers – Embedding the Smiths Excellence System across the Group – Accelerating pace and establishing a more consistent operating rhythm – Continuously improving to deliver value for customers – Executing against our environmental commitments – Building upon our world-class safety record – Accelerating talent development through the Smiths Leadership Behaviours – Creating an ever-more diverse and inclusive environment – Living Smiths Values each and every day FY2022 progress – Five consecutive quarters of organic revenue growth – Accelerated organic revenue growth towards target range – £51m of revenue from new products launched in FY2022 – R&D investment increased +14% to 4.2% of sales (+30bps vs FY2021) – +1.8% additional growth from targeted M&A FY2022 progress – Resilient operating profit margins amidst challenging macro environment – Price offsetting inflation and mitigating other supply chain impacts – SES fully embedded across the Group, with a well-resourced team and 25 high-impact projects underway – New sustainability strategy launched – Solid operating cash conversion achieved FY2022 progress – Refreshed senior leadership team leading a faster pace – Introduced Smiths Leadership Behaviours to accelerate cultural change – More ambitious diversity goals in place – >1,000 Lean Six Sigma qualifications through our SES Academy 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 10 Growth Execution People ![]() “ ## CHIEF ## EXECUTIVE’S ## REVIEW OF ## THE YEAR #### FY2023 outlook – Expect to deliver 4.0% to 4.5% organic revenue growth with moderate margin improvement – Strong order books and leading market positions support sustained momentum – Cost inflation being actively managed through productivity programmes and pricing actions – Macroeconomic and geopolitical uncertainty as well as supply chain challenges continue #### FY2022 business performance Commentary refers to Smiths Group performance excluding Smiths Medical, which was accounted for as ‘discontinued operations’before the sale completedon 6 January 2022. Smiths delivered growth ahead of expectations with organic revenue up +3.8%. Growth accelerated to +4.1% in the second half, which built on the momentum we had achieved in the first half of +3.4%. We executed well in a challenging environment with positive pricing action covering the impact of elevated input costs, and maintained close management of our supply chain to mitigate other impacts. As we strive to continually inspire and empower our great people, we launched our enhanced sustainability strategy and set out new Smiths Leadership Behaviours. These Behaviours provide a unified description of what leaderships means at Smiths and a shared commitment to how we will act as employees. FY2022 BUSINESS PERFORMANCE (£m) FY2021 FY2021 restructuring charges Foreign exchange Acquisitions Organic movement FY2022 Revenue 2,406 – 26 42 92 2,566 Headline operating profit 372 21 5 11 8 417 Headline operating profit margin 15.5% +90bps+0bps+20bps(30)bps 16.3% ORGANIC REVENUE GROWTH IN OUR END MARKETS % ofSmiths revenue H1 2022 H2 2022 FY2022 General Industrial 42% +5.7% +16.5% +11.4% Safety & Security 31% (3.5)% (8.9)% (6.4)% Energy 21% +7.5% +0.3%+3.5% Aerospace 6% +16.7%+14.2%+15.4% Smiths Group 100% +3.4% +4.1% +3.8% ORGANIC REVENUE GROWTH (BY BUSINESS) H1 2022 H2 2022 FY2022 John Crane +5.1% +2.5% +3.7% Smiths Detection (7.2)% (11.3)% (9.4)% Flex-Tek +10.0% +20.9% +16.1% Smiths Interconnect +12.9%+14.8%+13.9% Smiths Group +3.4% +4.1% +3.8% We continued to demonstrate strong progress in FY2022, executing at pace on our growth strategy. We delivered growth ahead of expectations, our fastest organic growth in nearly a decade. Along with accelerating growth, we further strengthened our company through increased investments in innovation,commercialisation and supply chain. Still more, we returned £661m of cash to our shareholders through dividendsand share repurchases. All of this gives us confidence for continued progress in FY2023. Despite an uncertainmacro environment, we expect to deliver 4.0-4.5% organic revenue growth with moderate margin improvement. By focusing on our top priorities of growth, execution, and people, we are creating value forour customers, colleagues, communities and investors. Together, we’re building an ever- stronger future for Smiths. Many thanks to my colleagues around the world for doing what we do best – improving our world through smarter engineering.” Paul Keel, CHIEF EXECUTIVE OFFICER 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 11 ![]() #### Growth Growing faster is the primary driver of unlocking enhancedvalue creation for the Group. Through the year we delivered growth in each quarter and FY organic revenue growth of +3.8%, our best performance in nearly a decade. Growth accelerated in the second half for both Flex-Tek (+20.9%) and Smiths Interconnect (+14.8%). John Crane delivered +2.5% growth in the second half impacted by cessation of sales into Russia and supply chain disruption, which impacted our ability to convert strong order intake into revenue. As expected, Smiths Detection continued to be affected by the softer Aviation original equipment (OE) market through the second half, but good order growth underpins our confidence in the medium-term prospects for this segment. Revenue grew +6.7% on a reported basis, to £2,566m (FY2021: £2,406m). This included +£26m of favourable foreign exchange translation, and +£42m from the acquisitionof Royal Metal Products LLC (Royal Metal) in February 2021. Since February 2022, Royal Metal results have been accounted for as organic growth. Strong execution to maximise market recovery opportunity is the first of the four actionable levers for accelerating growth. Our business operates across four major global end markets: General Industrial, Safety & Security, Energy, and Aerospace. Our strong market positions, coupled with the balanced market exposure we have across our businesses, are distinctive long- term advantages for Smiths. Smiths organic revenue growth in our largest end market, General Industrial, was +11.4% in FY2022, with growth accelerating in the second half. This was driven by John Crane’s growth in segments like chemical processing, water treatment and life sciences, demand for Flex-Tek’sconstruction products and Smiths Interconnect’ssemiconductor test solutions which remained strong throughout the year. Smiths organic revenue in Safety & Security was (6.4)%, reflecting continued contraction of the Aviation OE market. This was partially offset by growth in Smiths Detection’s other segments as well as growth from Smiths Interconnect’s defence-related products. The +3.5% growth in the Energy segment reflected strong demand in John Crane. As mentioned above, second half growth was impacted by cessation of sales into Russia and supply chain disruptions. Our fastest growth in FY2022 came in Aerospace +15.4% as increasing aircraft builds drove strong demand for Flex-Tek and Smiths Interconnect’s aerospace solutions. As part of our growth strategy, we have introduced a new approach for our business in China. From the start of FY2023, the Smiths China leadership team now has lead responsibility for our operations in the country (excluding Smiths Interconnect’s semiconductor business unit which will continue to report globally). To reflect this, Ted Wan, President of Smiths China, has joined the Smiths Group Executive Committee. Our second lever for faster growth is improvednew product development and commercialisation . During FY2022, we launched 21 high-impact new products including Flex-Tek’s Python line sets, a flexible, multi-layer pipe used in various heating, ventilation and air conditioning (HVAC) applications; Smiths Detection’s iCMORE automated detection algorithms; and Smiths Interconnect’s space qualified connectors. Gross Vitality, which measures the contribution of products launched in the last five years increased to 31% (FY2021: 25%), demonstrating our successful commercialisation ofnew products. As an industrial technology leader, continuing to invest in R&D ensures we capitalise on the wealth of opportunities in our pipeline, with increasing demand for our sustainability- related products. During FY2022, we invested £92m in R&D (FY2021: £84m), of which £80m (FY2021: £76m) was an income statement charge and £12m capitalised (FY2021: £8m). Our customers and third parties contributed a further £15m (FY2021:£10m). To support new product launches, and the strong demand for existing solutions, we increased capex +14.5% in FY2022 to £(71)m (FY2021: £(62)m). This represents 1.5x depreciation and amortisation (FY2021: 1.2x). Our third growth lever is building out priority adjacencies . Each of our four businesses are executing strategies to expand their growth beyond their existing core market positions. Examples in FY2022 include the launch of Smiths Interconnect’s medical cable assemblies, and John Crane’s multi-purpose filter; an efficient water-saving solution for the treatment of process water in pulp & paper, mining, power generation plants and refineries. Our fourth growth lever is using disciplined M&A to augment our organic growth focus. Flex-Tek’s acquisition of Royal Metal in February 2021 is an excellent example of this. Acquired for $107m (7.6x trailing EBITDA), FY2022 revenue and profit growth were +48% and +70%. During H1 2022, the acquisition contributed £42m of revenue and £11m of operating profit, adding 1.8% on top of organic revenue growth for FY2022. For H2 2022, contribution from Royal Metal was included in our organic results. Royal Metal brought a complementary HVAC portfolio, distribution synergies, and positive pricing. While driving sustained organic growth remains our priority, we continue to explore value accretive M&A opportunities across the Group. In January 2022, we successfully completed the sale of Smiths Medical to ICU Medical, Inc. (ICU), several months earlier than expected. This was our largest portfolio move in over a decade and positions the Group even more strongly to access the growth available in our industrial technology core. The sale generated a profit on disposal of £1.0bn, with immediate net cash proceeds of £1.3bn and further value to come from a potential $0.1bn earnout and our stake in ICU, which is recognised as a £0.4bn asset on our balance sheet. For more information on the divestment, please see note 27 of the financial statements. 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 12 ![]() #### Execution Strongerexecution is our second key priority. In FY2022, headline operating profit grew +1.7% (+£8m) on an organic basis, and +12.0% (+£45m) on a reported basis to £417m (FY2021:£372m). Headline operating profit benefited from strong profit leverage in Flex-Tek and Smiths Interconnect. This was partially offset by the impact of supply chain disruption on John Crane and Smiths Detection, lower volumes in the Aviation OE segment of Smiths Detection, and our continued investment in growth. On a reported basis, headline operating profit increased given £21m of restructuring costs booked in FY2021, favourable FX translation of £5m and H1 2022 contribution from Royal Metal. Headline operating profit margin was 16.3%, down (30) bps on an organic basis and up +80bps on a reported basis. Headline EPS grew +17.8%, driven by headline operating profit growth, a reduction in the effective headline tax rate and the benefit from the ongoing share buyback programme. The headline tax charge for FY2022 of £104m (FY2021: £96m) represents an effective rate of 27.6% (FY2021: 28.9%). ROCE increased +30bps to 14.2% ( FY2021: 13.9%). This reflects the higher profitability of the Group, more than offsetting the temporary increase in working capital. For further detail of the calculation, please refer to note 29 to the financial statements. Smiths has a strong track record of operating cash conversion, having averaged 100% over the last five years. This year, we delivered solid operating cash conversion of 80% (FY2021: 129%) while navigating supply chain disruption and the associated investment in working capital. Headline operating cash-flow was £332m (FY2021: £510m). In FY2022, we embedded our Smiths Excellence System across the company. SES is a step change in approach and operating rhythm; executing with greater pace, urgency and consistency in support of our priorities. SES is well resourced with six full-time Master Black Belts (MBB) and 23 Black Belts (BB) in place and the first high-impact Black Belt projects now underway. Both the MBBs and BBs are dedicated resources leading continuous improvement projects across the organisation. Their current projects are focused on improving lead times, order book conversion, increasing capacity and cost reduction, which are helping to both navigate the immediate short- term disruptions and support more efficient margin expansion as we grow the top line. SES links our actions to our strategy, prioritises for high impact and creates full-time continuous improvement career paths. We have also identified some targeted savings projects to drive enhanced efficiency and agility in responding to our end markets. In John Crane, the focus is to simplify the organisation to better serve our customers and maximise growth opportunities. In Smiths Detection, we are restructuring the operations to be more resilient and improve efficiency in response to market conditions. The non-headline charge for these savings projects is expected to be £35-40m in FY2023, with annualised benefits of £25-30m, of which approximately 50% is expected to be delivered in FY2023. #### People Inspiring and empowering our people is our third key priority. Safety and well-being are always foremost of our priorities. We have a strong and robust safety culture and strive for a zero harm workplace, with safety considerations integrated into all of our activities. Our Recordable Incident Rate for FY2022 was 0.54 and continued to track below the industry average and in the top quartile of industry performance, reflecting the importance of safety in everything we do. We continue to support our colleagues in the Ukraine/Russia region amidst the ongoing conflict. As communicated at the interim results, we stopped all sales into Russia following the invasion and are in the process of exiting our operations in Russia. An associated non-headline charge of £19m is included in the accounts, further details can be found in note 3 of the financial statements. We made a Group-wide donation to the Red Cross to support the vital work they are doing for the people of Ukraine, and implemented a donation matching scheme for our colleagues. During FY2022 a number of senior appointments were made to the leadership team including Clare Scherrer as Chief Financial Officer, Bernard Cicut as President of John Crane, Vera Kirikova as Chief People Officer and John Ostergren as Chief Sustainability Officer. All of these individuals bring a wealth of experience which will help accelerate our progress in executing our strategy. Under this refreshed leadership, as we continue to strengthen our culture, we have introduced a set of behaviours: the Smiths Leadership Behaviours, to bring our Values to life. These seven Behaviours describe how we work with one another and take ownership and accountability for our actions. They apply to everyone at Smiths – from the shop floor to senior executives. We developed the Smiths Leadership Behaviours through a robust process of focus groups, which gathered the views of colleagues from 21 countries and 72 sites across the organisation. These were followed by workshops with our Executive Committee to create and refine a set of behaviours that would be relevant and compelling for the whole organisation and support future growth. The Behaviours will become foundational to processes including recruitment, development, career progression and reward. We believe that they will enable the Smiths culture to be even more dynamic and inclusive. An important step in embedding an inclusive and diverse culture is increasing our gender diversity. We are focused on proactively increasing the number of women in leadership roles at Smiths. We have 45% female representation on the Smiths Board, and we welcomed three new female members to our Executive Committee in FY2022 (31% female). Women make up 28% of our global employee population, but only 24%of our seniorleaders are female. We are working to change this with a programme of activities designed to identify, support and advance the careers of women at Smiths. 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 13 ![]() Delivering our ESG commitments, which include targets for reduction in water, waste and packaging, and our Net Zero GHG emissions commitments for Scope 1, 2 and 3, will improve the environmental execution of our operations, our products and our supply chain. In preparation for setting science-based targets aligned to our Net Zero commitments, we made further progress understanding and categorising the underlying data. In FY2022, normalised GHG emissions reduced by (7.2)%, normalised water usage reduced by (4.5)% and normalised non-recyclable waste reduced by (11.5)%. These reductions are on top of significant progress already made since FY2007, when we first implemented environmental targets. We have set and communicated FY2024 environmental goals, an important step to support the delivery of our commitment to Net Zero GHG emissions for Scope 1 & 2 by 2040. We have a clear roadmap for how we will achieve this, published on our website. It details the path we are taking to achieve Net Zero Scope 1 & 2 emissions by 2040 and, furthermore, our ambition to achieve Net Zero Scope 1, 2 and 3 emissions by 2050. Our people are a key asset in delivering our ESG commitments. We know that great things happen when we protect, respect, and support our teams. We nurture our people and develop their talents so that they flourish and can help build the Smiths of tomorrow. We are supporting our teams to strengthen our local communities and we are working every day with our unwavering commitment tostrong governance and ethical practice. READ MORE Sustainability at Smiths P 24 #### Our ESG approach Environment, Social and Governance (ESG) performance is at the very centre of our Purpose, and fundamental to each of our priorities. During FY2022, we established a Science, Sustainability & Excellence Committee of the Board, chaired by Dame Ann Dowling, to provide guidance and supervision of our sustainability strategy. We put in place the company’s first Chief Sustainability Officer who is leading our sustainability strategy and targets throughout the business. This strategy (which will be set out in full in our inaugural Sustainability at Smiths report in October), describes how we are embracing and prioritising ESG performance at Smiths to deliver on our Purpose and create genuine and significant value for all our stakeholders. To support the delivery of our strategy, executive compensation is now linked to our sustainability targets, with ESG metrics (GHG reduction and energy usage) included in our annual and our long-term incentive compensation programmes beginning in FY2023. Delivering sustainable growth means leveraging our unique capabilities to develop and commercialise green technology that will help transform industries and provide our customers with solutions for their operations, enabling them to meet their own environmental targets across climate risk, energy transition and other environmental needs. Examples include methane abatement;more energy efficient critical safety infrastructure; electrical heating solutions; transmission and storage of alternative fuels; carbon capture; and next generation electrical connectors that will safely and reliably support the digitisation and electrification of infrastructure. 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 14 ![]() “ ## CHIEF FINANCIAL ## OFFICER’S ## REVIEW OF ## THE YEAR Smiths simple and effective framework translates business strengths into financial strengths resulting in strong cash generation that in turn fuels reinvestment in organic growth, complementary M&A and shareholder returns.” Clare Scherrer, CHIEFFINANCIALOFFICER The two main UK pension schemes and the US pension plan are well hedged against changes in interest and inflation rates. Over 90% of their assets are invested in third-party annuities, government bonds, investment grade credit or cash, with no remaining equity investments. As at 31 July 2022, over 60% of the UK liabilities had been de-risked through the purchase of annuities from third-party insurers. #### Capital allocation Net debt at 31 July 2022 was £150m (FY2021: £1,018m), £868m stronger as a result of the proceeds received from the sale of Smiths Medical in January 2022. Net debt to headline EBITDA has improved to 0.3x (FY2021: 1.6x). Given our strong balance sheet position and capital allocation approach, we initiated a £742m share buyback in November 2021. As at 16 September 2022, we had completed 76% of the programme. At the current run-rate and share price, we would complete the programme in early CY2023, with an anticipated reduction in shares to ~346m (a 13% reduction). In line with our progressive dividend policy the Board is recommending a final dividend of 27.3p, bringing the total dividend for the year to 39.6p, a year-on-year increase of +5% (FY2021: 37.7p). The final dividend will be paid on 18 November 2022 to shareholders on the register at close of business on 21 October 2022. Our dividend policy aims to increase dividends in line with growth in earnings and cash-flow with the objective of maintaining minimum dividend cover of around two times. The policy enables us to retain sufficient cash-flow to finance investment in growth and meet our financial obligations. In setting the level of dividend payments, the Board considers prevailing economic conditions and future investment plans. The Company offers a Dividend Reinvestment Plan (DRIP) enabling shareholders to use their cash dividend to buy further shares in the Company – see our website for details. To participate in the DRIP, shareholders must submit their election notice to be received by 28 October 2022 (the Election Date). Elections received after the Election Date will apply to dividends paid after 18 November 2022. Purchases under the DRIP are made on, or as soon as practicable after, the dividend payment date and at prevailing market prices. We also applied proceeds from the sale of Smiths Medical to reduce debt by redeeming early a $400m bond on 17 February 2022 which was due to be repaid in October 2022. This resulted in gross debt of £1,166m (FY2021: £1,546m) as at 31 July 2022. There are no financial covenants associated with the gross debt. As at 31 July 2022 the weighted average maturity was 2.5 years, with the next maturity due in April 2023. Cash increased to £1,056m (FY2021: £405m). An $800m (c.£656m at the period-end exchange rate) revolving credit facility (RCF) remains undrawn and matures in November 2024. The only financial covenant relates to interest cover, under which EBITDA must be greater than or equal to 3 times net interest. Taking cash and the RCF together, total liquidity was over £1.7bn at the end of the period. #### Free cash-flow In FY2022, free cash-flow generation was £130m (FY2021: £284m) or 31% of headline operating profit ( FY2021: 76%), reflecting an increased investment in inventory and capital expenditure. #### Pensions Included within free cash-flow was £9m of pension contributions, (FY2021: £30m). The significant reduction in pension contributions reflects no contributions needed to the TI Group Pension Scheme (TIGPS) and £3m to the Smiths Industries Pension Scheme (SIPS), given the well-funded position of both schemes. For FY2023, we expect total cash contributions to be around £(12)m (including a funded US plan, unfunded schemes and post-retirement healthcare plans). In June 2022, the TIGPS Trustee completed a deal to secure its remaining uninsured pension liabilities, by way of a £640 million bulk annuity buy-in with Rothesay Life plc. This means that all of the Scheme’s liabilities are now insured, with a final buy-out of the scheme to be completed as soon as reasonably practical, delivering certainty for the Scheme’s 21,000 members and removing future risk for Smiths. As a result of the buy-in a £171m non-headline charge was recognised in the FY2022 accounts and the net accounting pension surplus decreased to £194m (FY2021:£413m). SIPS is estimated to be in surplus on the Technical Provisions funding basis. Given the funding position, no further cash contributions are currently being made. The Group and the SIPS Trustee continue to work together to progress towards full buy- out funding. 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 15 ![]() #### Foreign exchange The results of overseas operations are translated into sterling at average exchange rates. Net assets are translated at period-end rates. The Group is exposed to foreign exchange movements, mainly the US Dollar and the Euro. The principal exchange rates, expressed in terms of the value of Sterling, are shown in the following table: Average ratesPeriod-end rates 31 July 2022 (12 months) 31 July 2021 (12 months) 31 July 2022 31 July 2021 USD 1.32 1.36 1.22 1.39 EUR 1.18 1.13 1.19 1.17 #### Litigation Smiths Group faces different types of litigation in different jurisdictions. Please see below an update on the two significant litigation provisions. For more information, refer tonote 23 of the financial statements. John Crane, Inc. litigation John Crane, Inc. (JCI) a subsidiary of the Group, continues to actively monitor the conduct and effect of its current and expected asbestos litigation, including the effective presentation of its ‘safe product’ defence, and intends to resist asbestos cases based on this defence. Approximately 306,000 claims against JCI have been dismissed before trial over the last 40 years. JCI is currently a defendant in cases involving approximately 22,000 claims. Despite these large numbers of claims, since the inception of asbestos litigation against JCI it has had 149 cases and has had to pay awards amounting to approximately $175m. At 31 July 2022, the aggregate provision for JCI asbestos litigation, including for adverse judgements and defence costs, amounted to £229m (FY2021: £212m) expressed at the then current exchange rate. In deciding upon the amount of the provision, JCI has relied on independent expert advice from a specialist. Titeflex Corporation litigation Titeflex Corporation, a subsidiary of the Group in the Flex-Tek division, has received a number of claims in recent years from insurance companies seeking recompense on a subrogated basis for the effects of damages allegedly caused by its flexible gas piping products being energised by lightning strikes. It has also received a number of product liability claims relating to this product, some in the form of purported class actions. Titeflex Corporation believes that its products are a safe and effective means of delivering gas when installed in accordance with the manufacturer’s instructions and local and national codes; however, some claims have been settled on an individual basis without admission of liability. The continuing progress of claims and the pattern of settlement, together with recent market-place activity, provide sufficient evidence to recognise a liability in the accounts. At 31 July 2022, a provision of £52m (FY2021: £47m) has been made for the costs which the Group expects to incur in respect of these claims. For the Group’s litigation provisions, because of the significant uncertainty associated with the future level of claims and of the costs arising out of the related litigation, there is no guarantee that the assumptions used to estimate the provision will result in an accurate prediction of the actual costs that may be incurred. #### Statutory results #### Income statement The £300m difference between headline operating profit of £417m and statutory operating profit of £117m is non-headline items as defined in note 3 of the financial statements. The largest constituents relate to the TIGPS buy-in which resulted in an accounting charge of £171m, amortisation of acquired intangible assets of £51m, Russia-related impairment and closure costs of £19m, past service costs for benefit equalisation and improvements of £43m, asbestos litigation in John Crane, Inc, and subrogation claims in Titeflex Corporation. Statutory operating profit of £117m was £209m lower than last year (FY2021: £326m), reflecting higher non-headline charges offsetting the increase in headline operating profit. Statutory finance costs were £(14)m (FY2021: £(86)m), mainly due to a £22m foreign exchange gain on an intercompany loan with Smiths Medical (FY2021: £(50)m) which was settled on disposal; the matching credit in discontinued operations nets out to zero in total Group earnings. Non-headline taxation items of £14m relate to amortisation of acquisition-related intangible assets, legacy pension scheme arrangements, litigation provisions and non-headline finance items. The statutory effective tax rate was 87% (FY2021: 35%), driven principally by the non-headline settlement loss from the TIGPS buy-in for which there was no associated deferred tax. Please refer to notes 3 and 6 of the financial statements for further details. #### Discontinued operations – Smiths Medical On 6 January 2022, the Group completed the sale of Smiths Medical to ICU Medical, Inc. (ICU) at an enterprise value of $2.7bn and an equity value of $2.4bn after adjustments for debt, liabilities and working capital. For the five months that Smiths Medical remained in the Group, it delivered headline profit after tax of £49m. The difference between statutory and headline profit after tax is £973m, which includes £1,036m gain on disposal, £(33)m of regulatory remediation costs, £(14)m from the impairment of investments, £(22)m of foreign exchange losses on the intercompany loan with Smiths Group (continuing operations), and +£6m of tax credit on these non-headline items. Please refer to notes 3 and 27 of the financial statements for further details. #### Total Group profit after tax and EPS Statutory profit after tax for the total Group increased by +263% to £1,035m (FY2021: £285m) which included the profit on sale of Smiths Medical. Statutory basic EPS was up +273% to 267.1p (FY2021:71.7p). #### Statutory cash-flow Statutory net cash inflow from operating activities for the total Group was £279m (FY2021: £535m). See note 28 to the financial statements for a reconciliation of headline operating cash-flow to statutory cash-flow. 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 16 ![]() #### JOHN CRANE READ MORE www.smiths.com FY2022 FINANCIAL PERFORMANCE FY2022 £m FY2021 £m Reported growth H1 organic growth H2 organic growth FY organic growth Revenue 901 865 +4.2% +5.1% +2.5% +3.7% Original Equipment 279 273 +2.2% +1.8% +2.7% +2.3% Aftermarket 622 592 +5.1% +6.6% +2.4% +4.3% Energy 530 510 +3.9% +7.5% +0.3% +3.5% Industrials 371 355 +4.5% +1.7% +5.8% +3.9% Headline operating profit 188 187 +0.2% +6.3% (8.9)% (2.8)% Headline operating profit margin 20.9% 21.6% (70)bps +20bps(270)bps (140)bps Statutory operating profit 167 184 (9.2)% Return oncapital employed 19.4% 20.0%(60)bps R&D cash costs as % of sales 2.5% 2.1% +40bps REVENUE (£m) FY2021 reported Foreign exchange Organic movement FY2022 reported Revenue 865 4 32 901 OPERATING PROFIT (£m) FY2021 reported FY2021 restructuring costs Foreign exchange Organic movement FY2022 reported Headline operating profit 187 42 (5) 188 Headline operating profit margin 21.6% +50bps+10bps(140)bps 20.9% John Crane’s strong market position, global service network, and collaborative customer relationships underpin its performance. Organic revenue was up +3.7% for the year, with growth across both of John Crane’s segments; Energy up +3.5% and Industrial up +3.9%. On a reported basis, revenue was up +4.2%, with a £4m favourable foreign exchangeimpact. Activity levels remained high through FY2022 with +10.5% order growth and a record order book. Organic revenue growth in H2 of +2.5% (H1: +5.1%) was tempered by the cessation of sales into Russia from March 2022, a (110)bps impact for H2 and (60)bps for FY2022. Extended lead times on certain materials also impacted order book conversion. Aftermarket represents 69% of John Crane’s revenue (FY2021: 68%). Aftermarket revenue was up +4.3% on an organic basis. John Crane’s large installed base and leading service offering positions it well to meet the strong demand for aftermarket repairs, maintenance and upgrades. Organic revenue from Original Equipment (OE) was up +2.3%. The rate of new orders continues to improve, with strong OE order growth in the second half. Customer demand across both OE and aftermarket is strong, driven by the increasing demand for energy, along with decarbonisation and the transition to clean energy sources. Customers are requiring systems to be more reliable and energy efficient, interconnected and digitally enabled, and use diverse low- carbon energy sources. These trends benefit John Crane as they require significant investment in new infrastructure and retrofits to existing infrastructure, as well as new technology to reduce cost and accelerate the deployment of cleaner energy. John Crane is well positioned to support customers through the energy transition. John Crane is working closely with customers and stakeholders to accelerate innovation across several decarbonisation themes to reduce methane and other GHG emissions, increase asset efficiency, and enable rapid scaling of low-carbon hydrogen, along with carbon capture, utilisation and storage. As an example, the John Crane Sense ® digital platform monitors the condition and effectiveness of equipment and helps customers optimise maintenance schedules and minimise downtime. John Crane’s upstream pumping seals, used in water intensive industries, save an average of one million gallons of water per seal per year. John Crane secured multiple new contracts in sustainability and hydrogen including from NatureWorks, one of the largest producers of biopolymers and the NEOM Green Hydrogen Project, further cementing John Crane’s leadership in these major environmental themes. Headline operating profit of £188m decreased by (2.8)% on an organic basis, as pricing offset cost inflation but was impacted by increased costs associatedwith supplychain disruption and increased R&D investment for future growth. To further strengthen John Crane’s position for these significant growth opportunities and to better serve customers a number of targeted actions have been identified. These actions are focused on simplifying theend-to-end value chain resulting in an even more agile and efficient business. Headline operating profit was up +0.2% on a reported basis, with +£2m of favourable foreign exchange and £4m of restructuring costs charged in FY2021. The difference between statutory and headline operating profit includes the net cost in relation to the provision for John Crane, Inc. asbestos litigation andRussia-related impairment and closure costs. DIVISIONALREVIEW 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 17 ![]() #### SMITHS DETECTION READ MORE www.smiths.com #### ROCE ROCE was 19.4%, down (60)bps, due to investment in working capital through FY2022. R&D Cash R&D expenditure increased to 2.5% of sales (FY2021: 2.1%). John Crane’s innovation is primarily focused on enhancing efficiency, performance and sustainability by using materials science advancements to reduce friction in high- duty wet seals or increase maximum rotating speed required in next generation hydrogen compressors. John Crane is also investing in faster modelling to reduce development time and increase seal performance. John Crane sealing solutions have a significant role in helping our customers in their sustainability journeys through reducing leaks. Examples of such products include a seal for demanding hydrocarbon pipelines with a unique, patented seal technology that significantly extends the mean time between repair, reducing maintenance, improving efficiency and protecting the environment from potentially harmful leaks. We also launched John Crane Sense ® Turbo, which includes a first-to-market sensor-enabled dry gas seal. This ground-breaking technology introduces the John Crane Sense ® platform, providing real-time monitoring and machine learning diagnostics on equipment, helping customers to prevent leaks and reduce downtime. Smiths Detection grew in all segments except for Aviation original equipment (OE) which, as anticipated, was impacted by its challenging end market. Organic revenue declined (9.4)% or (9.1)% on a reported basis, including £2m of favourable foreign exchange. The cessation of sales to Russia resulted in a headwind of (70)bps in H2 and (40)bps for the full year. OE represented 46% of FY2022 revenues. Organic OE revenues were down (22.6)%. Good growth in OE sales for Other Security Systems (OSS) were more than offset by lower Aviation OE sales as customers continue to stabilise operations post the COVID pandemic. 54% of Smiths Detection’s sales were derived from the aftermarket. The underlying trend in aftermarket revenues across both Aviation and Other Security Systems continued to improve, accelerating in H2 to deliver +5.9% growth in FY2022, reflecting the benefit of a large installed base and a return to more typical operating patterns. Organic revenue from Aviation decreased (14.7)% reflecting the slowdown in the Aviation OE market. Although we expect continued market challenges in the near- term, we are increasingly well positioned for recovery when it comes. Tender activity in Aviation has started to increase, and Smiths Detection continues to secure new contracts with order intake growing. Recent wins include contracts for hold baggage in the US; checkpoint security in Italy, Japan and Ireland; and for both hold baggageand checkpoint in Mexico and South Korea. Organic revenue from OSS grew by +7.1%, driven by demand for Ports & Borders solutions. Expanding the OSS segment is a key tenet of Smiths Detection’s strategy to expand into attractive market adjacencies. This is demonstrated by key OSS contract wins in FY2022 including high-energy X-ray systems for customers in Japan and the US; this year’s Commonwealth Games where Smiths Detection were the official security provider;radiation solutions to transportation customers in the US; and defence equipment development projects for the US Department of Defense. Given the new contract wins across Aviation and OSS and the strong order intake through FY2022 we expect a return to growth in FY2023. FY2022 FINANCIAL PERFORMANCE FY2022 £m FY2021 £m Reported growth H1 organic growth H2 organic growth FY organic growth Revenue 655 721 (9.1)% (7.2)% (11.3)% (9.4)% Original Equipment 300 390 (23.1)% (17.5)% (26.7)% (22.6)% Aftermarket 355 331 +7.3% +4.0% +7.7% +5.9% Aviation 467 546 (14.5)% (12.5)% (16.5)% (14.7)% Other Security Systems 188 175 +7.4% +8.1% +6.2% +7.1% Headline operating profit 73 99 (26.8)% (13.0)%(42.0)% (30.7)% Headline operating profit margin 11.1% 13.7% (260)bps (80)bps(570)bps (340)bps Statutory operating profit 36 77 (53.2)% Return oncapital employed 7.1% 9.7% (260)bps R&D cash costs as % of sales 9.3% 7.4% +190bps REVENUE (£m) FY2021 reported Foreign exchange Organic movement FY2022 reported Revenue 721 2 (68) 655 OPERATING PROFIT (£m) FY2021 reported FY2021 restructuring cost Foreign exchange Organic movement FY2022 reported Headline operating profit 99 6 (1)(31) 73 Headline operating profit margin 13.7% +90bps(10)bps(340)bps 11.1% 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 18 ![]() #### FLEX-TEK READ MORE www.smiths.com Smiths Detection’s headline operating profit was down (30.7)% on an organic basis, impacted by lower volumes and supply chain challenges, particularly the scarcity of electronic components and increased logistics costs. Headline operating profit of £73m was down (26.8)% on a reported basis, including £(1)m adverse foreign exchange translation and £6m of restructuring charges in FY2021. Headline operating profit margin was 11.1%, down (340)bps on an organic basis and (260)bps on a reported basis. A number of restructuring initiatives are underway that will enable Smiths Detection to be more resilient in responding to changes in its end markets and deliver improved margins. The difference between statutory and headline operating profit primarily reflects amortisation of acquired intangibles and a charge for write-downs associated with Smiths Detection’sexit from Russia. #### ROCE ROCE decreased by (260)bps to 7.1%, due to lower profitability in FY2022. R&D Cash R&D expenditure was 9.3% of sales, +190bps higher than last year. This includes an increase in customer funded projects to £14m (FY2021: £9m). Smiths Detection continued to invest in the development of next generation detection devices for the defence market, new algorithms to improve the detection of dangerous goods, and digital solutions to strengthen our aftermarket proposition to make people and infrastructure safer. Certain programmes are co- funded by strategic customers seeking next-generation solutions to security challenges. During FY2022, we launched a new high-volume air cargo screening technology, as well as an extension of our automated detection algorithm, iCMORE, to enablecurrency detection, supporting the fight against global money laundering, weapons detection, lithium batteries and dangerous goods. Flex-Tek’s agileoperatingmodel and close customer relationships contributed to a record year for the business. Organic revenue increased +16.1%, with record growth in the second half of +20.9%. Revenue grew +27.4% on a reported basis, including +£14m favourable foreign exchangetranslation and +£42m from acquisitions. Organic revenue from Flex-Tek’s Industrial segment was up +16.3%. Strong growth was driven by demand for its construction- related products in the US, particularly for HVAC applications, where Flex-Tek continued tooutperform the underlying market. Other drivers included good growth of its industrial heat applications and active price management. Demand remained strong throughout the second half, and the business remains vigilant of key marketindicators. During the second half, Flex-Tek continued to execute its growth strategy, launching the Python line sets product, a multi-layer pipe used in various HVAC applications, replacing the traditional and more costly copper pipes. It also expanded its metal ducting offering which was introduced to the portfolio as part of the Royal Metals acquisition, with the opening of a dedicated greenfield facility in Texas. Organic revenue from Flex-Tek’s Aerospace segment was up +14.6% as the aerospace market benefits from an increasing number of aircraft builds. Headline operating profit increased +21.7% on an organic basis, reflecting increased volumes and strong cost management. Headline operating profit was up +37.1% at £133m on a reported basis, including +£3m favourable foreign exchange translation and +£11mfrom acquisitions. Headline operating profit margin was up +150bps to 20.6%, on a reported basis. The difference between statutory and headline operating profit is due to amortisation of acquired intangible assets and provision for Titeflex Corporation subrogation claims. FY2022 FINANCIAL PERFORMANCE FY2022 £m FY2021 £m Reported growth H1 organic growth H2 organic growth FY organic growth Revenue 647 508 +27.4% +10.0% +20.9% +16.1% Industrials 531 409 +29.8% +8.5% +22.6% +16.3% Aerospace 116 99 +17.5% +16.1% +13.4% +14.6% Headline operating profit 133 97 +37.1% +18.3% +24.3% +21.7% Headline operating profit margin 20.6% 19.1% +150bps +150bps+60bps +90bps Statutory operating profit 106 83 +27.7% Return oncapital employed 25.6% 21.6% +400bps R&D cash costs as % of sales 0.4% 0.5%(10)bps REVENUE (£m) FY2021 reported Foreign exchange Acquisitions Organic movement FY2022 reported Revenue 508 14 42 83 647 OPERATING PROFIT (£m) FY2021 reported Foreign exchange Acquisitions Organic movement FY2022 reported Headline operating profit 973 11 22 133 Headline operating profit margin 19.1% +10bps+50bps+90bps 20.6% 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 19 ![]() #### SMITHS INTERCONNECT READ MORE www.smiths.com In February 2021, the Group acquired Royal Metal, a leading manufacturer of residential and light commercial HVAC products for $107m. During H1 2022 the acquisition contributed £42m of revenue and £11m of operating profit. Since February 2022, Royal Metal results have been accounted for as organic growth. Royal Metal complements the organic growth that Flex-Tek is already driving through the development of innovative air distribution products thatsupport improved energy efficiency and indoor air quality. The acquisition provides the benefits of complementary HVAC portfolios, synergies in distribution, and positive pricing, demonstrating the value that we can create through our highly disciplined and selective M&A process. #### ROCE ROCE increased +400bps to 25.6% reflecting the record profit growth in FY2022. R&D Cash R&D expenditure remained broadly consistent at 0.4% of sales (FY2021: 0.5%). R&D is focused on developing new products for the construction market, and an expanded product offering in aerospace. Smiths Interconnect’s cutting-edge solutions and strong positions in its market subsegments underpinned a very strong FY2022 performance with organic revenue up +13.9%. Revenue growth in H2 2022 accelerated to +14.8% reflecting ongoing momentum from a growing order book and new product launches. Revenue increased by +16.3% on a reported basis, with +£6m favourable foreign exchange translation. This strong performance reflects growth across the semiconductor test business with continued high demand, coupled with new product launches and new customer wins. Smiths Interconnect’s space and defence products also delivered good growth, in particular coming from the launch of 28G fibre-optic transceivers for satellite communications and from space- qualified connectors. During the second half, Smiths Interconnect progressed its growth into adjacencies with the successful introduction of its first medical cable assembly product. Smiths Interconnect enters FY2023 with significant orders for its space- qualified products for commercial satellite constellations, next generation chip testing solutions and for medical cable assemblies. Headline operating profit increased +39.7% on an organic basis, with growth driven by strong revenue performance, positive pricing actions and good supply chain management. Headline operating profit was up +88.2% to £65m on a reported basis, including £10m of restructuring costs in FY2021. Headline operating profit margin was 18.0%, up +680bps on a reported basis and +330bps on an organic basis. The difference between statutory and headline operating profit reflects the amortisation of acquired intangibles. #### ROCE ROCE increased +750bps to 16.3%, driven by higher profitability. R&D Cash R&D expenditure represented 5.6% of sales (FY2021: 6.3%), with the absolute spend year on year remaining the same. R&D is focused on bringing to market new products that improve connectivity and product integrity in demanding operating environments. Product launches included the new space qualified connectors and optical transceivers, which enable high-speed, reliable data processing for communication satellites and GPS navigation systems; medical connectors used in critical care; and upgrades of semi- testproducts. FY2022 FINANCIAL PERFORMANCE FY2022 £m FY2021 £m Reported growth H1 organic growth H2 organic growth FY organic growth Revenue 363 312 +16.3% +12.9%+14.8% +13.9% Headline operating profit 65 35 +88.2% +58.7% +28.0% +39.7% Headline operating profit margin 18.0% 11.2% +680bps +490bps+190bps +330bps Statutory operating profit 64 34 +88.2% Return oncapital employed 16.3% 8.8% +750bps R&D cash costs as % of sales 5.6% 6.3% (70)bps REVENUE (£m) FY2021 reported Foreign exchange Organic movement FY2022 reported Revenue 312 6 45 363 OPERATING PROFIT (£m) FY2021 reported FY2021 restructuring costs Foreign exchange Organic movement FY2022 reported Headline operating profit 35 10 1 19 65 Headline operating profit margin 11.2% +330bps+10bps+330bps 18.0% 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 20 ![]() #### Financial targets Our financial targets were set out at our Capital Markets Day in November 2021. Our robust financial framework underpins the Smiths Value Engine powered by recurring revenue growth, high margins, low asset intensity and exceptional cash generation. All measures exclude Smiths Medical. Alternative Performance Measures (APMs) and key performance indicators are defined in note 29 to the financial statements. MEDIUM-TERM TARGET +4-6% MEDIUM-TERM TARGET 18-20% MEDIUM-TERM TARGET +7-10% READ MORE CEO review of the year READ MORE CEO review of the year READ MORE CEO review of the year P 11 P 11 P 11 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 21 ## KEY ## PERFORMANCE ## INDICATORS Key Link to strategy Growth Execution People ORGANIC REVENUE GROWTH OPERATING PROFIT MARGIN EARNINGS PER SHARE GROWTH Growing faster is the primary driver of unlocking value creation for the Group. Stronger execution is the second key priority for the Group and will drive higher margins. Strong margins will convert revenue growth into earnings growth. STRATEGY STRATEGY STRATEGY FY2022 PROGRESS In FY2022 we delivered organic revenue growth in all four quarters of the year and full year growth of +3.8%. Growth accelerated in H2 vs H1 to +4.1%. FY2022 PROGRESS In FY2022 margin was resilient at 16.3%, amidst a challenging macro environment, while continuing to invest in future growth. FY2022 PROGRESS In FY2022 we delivered strong EPS growth of 17.8%, driven by operating profit growth, a reduction in the effective headline tax rate, and the benefit from the ongoing share buyback programme. PERFORMANCE PERFORMANCE PERFORMANCE LINKED TO REMUNERATION LINKED TO REMUNERATION LINKED TO REMUNERATION (2.2) % (1.0)% 3.0 % 3.4% 3.8% FY2021 FY2020 FY2019 FY2018 FY2022 15.5% 12.8% 17.1% 16.6% 16.3% FY2021 FY2020 FY2019 FY2018 FY2022 19.3% (2 7. 4)% 11.0% 11.7% 17.8% FY2021 FY2020 FY2019 FY2018 FY2022 ![]() #### Operational targets Our operational targets are also aligned to our three Smiths Value Engine priorities. Alternative Performance Measures (APMs) and key performance indicators are defined in note 29 to the financial statements. MEDIUM-TERM TARGET 15-17% MEDIUM-TERM TARGET 100%+ MEDIUM-TERM TARGET 30%+ MEDIUM-TERM TARGET #### Net Zero #### Scope 1 & #### 2 emissions by 2040 READ MORE CEO review of the year READ MORE CEO review of the year READ MORE CEO review of the year READ MORE Sustainability at Smiths P 11 P 11 P 11 P 24 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 22 RETURN ON CAPITAL EMPLOYED (ROCE) OPERATING CASH CONVERSION GROSS VITALITY GREENHOUSE GAS REDUCTION Monitoring our return on capital acts as a discipline on both organic and inorganic investment to drive maximum value from our growth. Maintaining our strong track record of cash conversion is a key component of our robust financial framework. Gross Vitality measures the revenue contribution of products launched in the last five years. Improved new product development and commercialisation is a key component of ourgrowth strategy. Meeting our commitment to deliver Net Zero Scope 1 & 2 GHG emissions by 2040 is a fundamental part of our sustainability strategy. Performance data isnormalised to revenue. STRATEGY STRATEGY STRATEGY STRATEGY FY2022 PROGRESS In FY2022 ROCE increased +30bps to 14.2% as high profitability more than offset investment in working capital. FY2022 PROGRESS In FY2022 we delivered solid operating cash conversion of 80% while navigating supply chain disruption and the associated investment in working capital. FY2022 PROGRESS In FY2022 revenue from new products increased to 31% of total revenue, demonstrating the success of our continued investment in R&D and commercialisation of new products. FY2022 PROGRESS In FY2022 we achieved a reduction in Scope 1 & 2 emissions of (7.2)% normalised to revenue. Absolute Scope 1 & 2 emissions fell by (1.1)%. PERFORMANCE PERFORMANCE PERFORMANCE PERFORMANCE LINKED TO REMUNERATION LINKED TO REMUNERATION LINKED TO REMUNERATION 13.9% 12.8% 15.7% 15.3% 14.2% FY2021 FY2020 FY2019 FY2018 FY2022 129% 112% 74% 104% 80% FY2021 FY2020 FY2019 FY2018 FY2022 31% 25% FY2022 FY2021 (7 .2)% FY2022 Gross Vitality is a new KPI in FY2022 FY2021 data was restated in FY2022 using the basis of preparation described on page 29. Historic Scope 1 & 2 data is therefore not comparable. ![]() 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 23 71 73 72 71 72 FY2021 FY2020 FY2019 FY2018 FY2022 24% 23% FY2022 FY2021 MEDIUM-TERM TARGET #### A zero harm #### workplace MEDIUM-TERM TARGET #### Upper #### quartile MEDIUM-TERM TARGET 30% by the endof FY2024 READ MORE Sustainability at Smiths READ MORE Sustainability at Smiths READ MORE Sustainability at Smiths P 24 P 24 P 24 RECORDABLE INCIDENT RATE MY SAY SURVEY ENGAGEMENT SCORE DIVERSITY Our commitment to our people starts with keeping us all safe and healthy. This is our essential foundation and number one focus. Our key safety metric is Recordable Incident Rate (RIR) per 100 colleagues. Engaging our people is key to the success of our strategy. We have been tracking employee engagement on a range of important cultural measures since 2017. We are focused on proactively increasing the number of women in leadership roles at Smiths, with our measure being percentage of senior leadership positions taken by females. STRATEGY STRATEGY STRATEGY FY2022 PROGRESS Group RIR in FY2022 was 0.54, 15% above FY2021, but continued to track below the industry average and in the top quartile of industry performance. FY2022 PROGRESS Our overall global engagement score remained stable in FY2022 and we continued to have a very high survey response rate of 82%. FY2022 PROGRESS We made progress during FY2022 to reach 24% senior leadership positions taken by females. PERFORMANCE PERFORMANCE PERFORMANCE 0.47 0.35 0.50 0.44 0.54 FY2021 FY2020 FY2019 FY2018 FY2022 Percentage of senior leadership positions taken by females is a new KPI in FY2022. ![]() Environment, Social and Governance (ESG) performance is at the very centre of our Purpose, and we are committed to sustainability leadership. We believe in doing business responsibly, the right way every day, and translating our Purpose and Values into practical action that mobilises Smiths strengths to improve our world. We are pioneering progresstowards a sustainable future through our products, services, operations, and our people – pursuing excellence in everythingwe do. We are committing to ambitious targets and taking tangible action to deliver value for all our stakeholders. See our Sustainability at Smiths Report for further information on our ESG framework, priorities and performance. #### Our ESG framework We distinguish ten foundational ESG elements that are essential to our success. READ MORE Sustainability at Smiths Report ## SUSTAINABILITY ## AT SMITHS SUSTAINABILITY AT SMITHS 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 24 Delivering Net Zero GHG Developing talent Respecting natural resources Improving safety, health and well-being Contributing to our communities Promoting diversity, equity and inclusion #### ENVIRONMENT #### SOCIAL #### GOVERNANCE Managing risk and maintainingstrong and effective controls Behaving ethically and legally Effective long-term decision making and transparency Commercialising high-value green technologies ![]() IMPROVING SAFETY, HEALTH AND WELL-BEING Our commitment to our people starts with keeping us all safe and healthy. This is our essential foundation and number one focus. We strive to always improve and be proactive, including designing for safety; strengthening our safety culture every day; and working to improve our colleagues’ lives in the round. We are thankful for those who came before us and helped establish robust safety cultures at our sites that we work to continuously renew, strengthen and connect. We understand that strong safety culture is fundamentally about keeping safety personal and must reflect, and respect, our diverse and global organisation. READ MORE Safety P 31 DEVELOPING TALENT Our organisational commitment is to ensure that all our colleagues have opportunities to develop their skills and reach their full potential. Smiths colleagues have access to training and resources to undertake their roles safely, effectively, and in line with our policies. Colleagues also have access to a developing range of personal and skills growth resources as they progress in their careers including specialist technical and functional and externally accredited programmes. We are currently honing our leadership programmes to better support business needs and so that our leaders can more effectively support their teams. READ MORE Sustainability at Smiths report COMMERCIALISING HIGH-VALUE GREEN TECHNOLOGIES Among our biggest opportunities to deliver stakeholder value is running our businesses well and driving growth through delivery of top commercial programmes that enable sustainability performance for and through our customers. We support customers and industries that are leading the way to a sustainable future by developing and implementing green technology solutions targeting climate risk, energy transition and next generation, efficient infrastructure. Our unique engineering capabilities and technologies position us strongly to support customers on this vital journey and we are targeting new product development opportunities in growth markets where our technology and capabilities offer differentiated value through improved sustainability performance. Developing and commercialising sustainability-advantaged products and services will enable Smiths to have an even greater positive impact on global environmental priorities than we could achieve on our own. READ MORE Sustainability at Smiths report DELIVERING NET ZERO GHG We have a successful record of delivering reductions in our operational GHG emissions. We are now taking big steps forward. In FY2022, we committed to ambitious Net Zero targets that align Smiths with the UN’s critical global climate objectives: Net Zero emissions from our operations (Scope 1 & 2) by 2040 and Net Zero emissions from our supply chain and products in use (Scope 3) by 2050. READ MORE Environment P 30 RESPECTING NATURAL RESOURCES Natural resources are finite, and we believe that all businesses have a responsibility to use them respectfully and safely – minimising consumption and preventing pollution. Our longstanding commitments to use energy efficiently and minimise waste are increasingly of interest and value to our customers as they also seek to manage their own environmental footprints. READ MORE Environment P 30 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 25 #### ENVIRONMENT SOCIAL ![]() CONTRIBUTING TO OUR COMMUNITIES We aim to improve our world by contributing positively to our communities and society in general. Smiths products and services support critical global industries where we are pioneering progress in safety, efficiency, and environmental performance. Our operations around the world play a beneficial role in local economies through job creation and skills development; procurement and generating tax revenues; and operating safely, environmentally responsibly and ethically. We also engage directly through fundraising, charitable giving and education initiatives. READ MORE Sustainability at Smiths report BEHAVING ETHICALLY AND LEGALLY Behaving ethically and with integrity is a fundamental part of our Values. We also operate in some highly regulated markets and sectors which require strict adherence to local and international industry regulations. We have a mature governance environment with exacting standards, robust diligence processes and a proactive management approach. And we seek to work with partners who support our Values to minimise risk and maximise our positive social and environmental impact. READ MORE Sustainability at Smiths report MANAGING RISK AND MAINTAINING STRONG AND EFFECTIVE CONTROLS Continual assessment and management of risks, and assurance through internal controls, is an integral part of day-to-day operations at Smiths. Our enterprise risk management(ERM) process supports open communication on risk between the Board and the Audit & Risk Committee, the Executive Committee, our divisions, and sites, and ensures that risk is appropriately managed to deliver our business objectives. ESG matters are fully integrated into the ERM process and are identified and managed in the same way as other Group risks. READ MORE Risk management P 46 EFFECTIVE LONG-TERM DECISION MAKING AND TRANSPARENCY Good quality, ethical and effective decision- making builds sustainable businesses and enables them to create long-term value for all stakeholders. Our overall governance framework provides the structures and systems through which our strategies and objectives are set and achieved, how risk is monitored and managed via controls, and how our performance is managed and optimised with appropriate oversight from the Board. READ MORE Governance P 56 PROMOTING DIVERSITY, EQUITY AND INCLUSION Our team of colleagues represents dozens of nations, speaking a multiplicity of languages, and embodying many different perspectives. Westrive to embrace these differences and promote actions and behaviours that will deliver an inclusive and supportive work environment where every member ofthe Smiths team can be the best version of themselves. We know that when colleagues feel included, valued, and encouraged to make a meaningful contribution, Smiths will thrive as we continue to attract and retain the diverse talent that we need. READ MORE People P 33 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 26 #### SOCIAL continued GOVERNANCE ![]() #### Growth Deliver sustainable growth by targeting high-growth markets where we can leverage our unique capabilities to develop and deliver differentiated technology solutions which help solvesome of the world’sbiggest challenges for our customers and global communities – Prioritise new product development (NPD) programmes that deliver the sustainability performance our customers need and want. Develop and designate top sustainable growth NPD programmes in each division that contribute significantly to divisional revenue growth and where commercial success will deliver corresponding sustainability performance benefits, such as energy efficiency, GHG reduction, and renewable energy production – Integrate environmental sustainability metrics into our NPD processes to enable our own Net Zero delivery, and our customers’ and the industries we serve READ MORE about Growth P 12 #### Execution Deliver our commitments to Net Zero Science-Based Targets (SBTs) and further improvethe environmental performance of ouroperations – Deliver operational targets for renewable energy,waste generation, water use and packaging – Deliver Net Zero GHG emissions commitments for Scopes 1, 2 and 3 and associated SBTs through energy efficiency and renewable energy, including optimising product design and our supply chains READ MORE about Execution P 13 #### People Deliver for people, ensuring that we grow our business in line with our Values, our Leadership Behaviours, and plan for the long-term future of Smiths – Sustain and vitalise our safety culture and performance – Develop and empower Smiths talent for the future – Embed an inclusive and diverse culture and increase gender diversity READ MORE about People P 13 #### Our ESG strategic priorities Our sustainability strategy follows our Smiths Value Engine priorities – Growth, Execution and People. Within this framework, we focus on our highest-impact opportunities to accelerate performance and create value with specific actions that will lead to concrete and measurable results. #### Remuneration To align decision-making and ownership of our ESG goals, SSE metrics will form part of the Smiths annual and long-term incentive plans for FY2023. A GHG reduction metric formed part of our long- term incentive plan in FY2022. READ MORE Remuneration & People Committee Report P 75 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 27 ![]() #### Our enabling culture At Smiths our culture empowers and enables our people to deliver on our Purpose. Living our five Values every day, in each action and decision that we take, makes Smiths a place where we are happy and proud to work. It’s what makes us reliable, trustworthy, and valued partners for our customers and suppliers and supports the long-term sustainability and success of our business model. The Smiths Leadership Behaviours incorporate our Values and apply them to delivering for all stakeholders. The seven Leadership Behaviours describe how we work with one another, demonstrate our Values, and create value through our actions. Importantly, the Leadership Behaviours apply to everyone at Smiths – from the shop floor to senior executives. Whatever role we play, we can all demonstrate and develop our Leadership Behaviours to improve and deliver as a team, developing and sharing our talents to support each other and improve our tomorrow. Our goal is to use the Leadership Behaviours to inspire and help strengthen and shift the Smiths culture to be even more dynamic, inclusive, and focused on delivering results that create value for our people, customers and other stakeholders. We have been tracking engagement on a range of important cultural measures including safety, ethics, belonging, inclusivity, leadership, and service since 2017. Our overall global engagement score remained stable for May 2022 and November 2021, just below the benchmark provided by our survey partner. We continued to have a very high survey response rate of 82% in May 2022 with nearly 19,000 comments submitted. See our KPIs on page 23. We will continue to use the survey in a transparent and meticulous way to surface issues and more precisely understand what we are doing well and where we need to do better. We also intend to flex the questions in future surveys to test engagement within focus areas and to ensure that we continue to work and communicate effectively. #### Ethics Behaving ethically and with integrity is a fundamental part of our Values. Our Code of Business Ethics guides Smiths colleagues to recognise and deal appropriately with legal and ethical issues that they may encounter in the course of their work. This is supplemented by a suite of policies and procedures relating to specific ethics and compliance matters. Our colleagues and business partners are expected to report any activity – whether in our business or those of our partners – that they consider may be in breach of our ethics codes and policies. Both our colleagues and partners have access to our confidential ‘Speak Out’ reporting hotline, which is accessible 24 hours a day, seven days a week. Reports can be made anonymously. OUR VALUES SMITHS LEADERSHIP BEHAVIOURS 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 28 ![]() #### ESG governance and oversight model #### Smiths Excellence System Science, Sustainability & Excellence Committee Remuneration & People Committee Nomination & Governance Committee Audit & Risk Committee NPD management – customer value and sustainable design Energy Team – energy efficiency and GHG delivery HSE Technical Committee – safety and environment Business Ethics Councils HR Business Partners Division Commercial Teams –Technology/ Sustainable design ESG Leadership Teams Group HSE Group Ethics and Compliance HR Leadership Team Company Secretary Director of Internal Audit and Risk Divisional Presidents Chief Sustainability Officer Chief People Officer Group General Counsel Smiths Board Executive Committee #### ESG governance and oversight The Smiths Board of Directors and Executive Committee have ultimate responsibility for Smiths ESG performance and associated governance and oversight. The Science, Sustainability & Excellence (SSE) Committee of the Board, chaired by Dame Ann Dowling, is responsible for overseeing the Group’s approach to science, sustainability, and excellence. The oversight covers R&D, commercialisation and sustainability strategies, including the impact of climate change and related metrics andtargets. The Remuneration & People Committee oversees our approach to people and culture matters, and the Audit & Risk Committee oversees our risk management processes and systems of internal control. The Nomination & Governance Committee keeps the Group’s high-level governance framework under review to ensure appropriate guidance and oversight is maintained. Sustainability strategy and delivery are led by members of the Smiths Executive Committee: our Chief Sustainability Officer; Chief People Officer; Group General Counsel; and our divisional Presidents. Our strategic oversight and collaboration model enables us to bring together the skills and knowledge of our Board, our executive team and business and functional leaders to drive effective long- term decision making, ESG innovation and best practices across Smiths. Our Smiths Excellence System supports the whole, driving business-wide results-focused execution. ESGmetricsandtargets are cascaded through the divisions and embedded in our core operating model. #### ESG reporting We follow established reporting standards and regularly report our performance, transparently sharing our data and engaging with third- party ratings agencies. We use this information to evaluate our own progress and inform the work we are doing in our focus areas. #### Environmental data – basis of preparation Group environmental data in this report excludes Smiths Medical. Smiths Medical energy use and GHG Scope 1 & 2 emissions data is shown separately in the table on page 30. In preparation for setting Science-Based Targets aligned to our Net Zero commitments, in FY2022 a robust review of our FY2021 Scope 1 & 2 GHG inventory and historic assessments of materiality and classification was undertaken by our external specialist partner, Ramboll. This was undertaken in accordance with ISO standards. This process resulted in the reclassification of certain activities and site data, previously determined to be immaterial and Scope 3. The reclassification meant that such activities and data is now incorporated within our Scope 1 & 2 inventories. In addition, our GHG emissions are calculated using revised regional emissions factors. Based on this work, energy use and emissions data for Smiths Group has been restated from that previously disclosed for FY2021. The same approach has been used for FY2022 emissions data and calculations. FY2021 restatement: – Smiths leased ground fleet and small leased offices/sites (previously considered to be Scope 3) re-classified as Scopes 1&2 (added 39,083 MWh) – Inclusion ofour Royal Metal acquisition’s site and transportation fleet (added 5,289 MWh) – Energy use updated for some sites (added less than 500 MWh) – Regional Scope 2 emission factors updated(reduced emissions by 9,981 t CO 2 e) – Base revenue data has also been updated for all normalised calculations including GHG emissions, water and waste Stakeholder expectations, standards and third-party assurance practices continue to evolve in this area. Our methods and practices will continue to improve and be reflected in our environmental performance results and associated disclosures. 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 29 ![]() #### ENVIRONMENT Smiths has had environmental improvement targets since FY2007. Since FY2007 we have reduced water use and non-recyclable waste by more than 30% on an absolute basis and we have increased the use of renewable electricity in our operations to 63% of total electricity use (sites reporting utility data under Smiths HSE Reporting Policy, with 20 or more employees). We achieved this by engaging our people, changing our processes, investing in low-carbon and energy efficient technologies, and increasing our use of renewable electricity. Climate-related risks and their potential impact on the business and its strategy form part of risk reporting and risk management across the Group. Due to its long-term nature, climate change is not considered to be a principal risk, but we recognise the importance of assessing both physical and transition risk from climate change in a formal way. See our TCFD disclosure on page 35. We have agreed the three standards relevant to our business under the Sustainability Accounting Standards Board (SASB) framework (Aerospace Defence; Electronic and Electric Equipment;and Industrial Machinery and Goods) and we are reviewing the potential applicability of a fourth (Electronic Manufacturing and Original Design Manufacturing). In FY2022, we undertook a gap analysis to identify the reporting areas we need to progress to fully align to the framework and are targeting alignment during FY2023. In FY2022, we committed to ambitious Net Zero targets that align Smiths with the UN’s critical global climate objectives: Net Zero emissions from our operations (Scope 1 & 2) by 2040 and Net Zero emissions from our supply chain and products in use (Scope 3) by 2050. We have committed to set Science-Based Targets (SBTs) with the SBT initiative (SBTi) and signed on to the 1.5° C Business Ambition under the UN Race to Zero, covering Scope 1, 2 and 3 GHG emissions. We will submit proposals to the SBTi in 2022 to establish our bespoke plans and interim SBTs. Based on our review of data materiality, our Scope 3 emissions will likely significantly exceed our operational emissions (Scopes 1 & 2). As is typical and expected for diversified industrial businesses, emissions associated with our supply chain (Category 1 Purchased Goods and Services) and Products in use (Category 11) are anticipated, pending in-process verification, to account for the majority of our Scope 3 emissions. As required by the SBTi, our proposed interim reduction target will cover more than two thirds of our total Scope 3 GHG inventory. We recognise that delivering our Net Zero targets will require consistent and priority focus across all aspects of our global operations for the next 15-25 years. In FY2023, we will be focused on establishing foundational processes and approaches necessary to define and deliver near- and mid-term targets, including the interim SBTs required under the SBTi framework. #### Energy use and GHG (Scope 1 & 2) emissions Smiths includes its Streamlined Energy and Carbon Reporting (SECR) for FY2022, including our emissions and global energy use and intensity (normalised) metric below. Our GHG emissions calculations and reporting follows the WRI/WBCSD Greenhouse Gas protocol (operational approach) and covers emissions from all sources under our control, grouped under Scope 1 and Scope 2. Performance in current three-year goal period FY2022-2024 target Progress FY2022 Use of renewable electricity 1,2 +5% increase to 66% +2% increase to 63% Normalised greenhouse gas emissions 3,4 5% reduction 7.2% reduction Normalised non-recyclable waste 2,3 5% reduction 11.5% reduction Normalised water use in stressed areas (11 locations) 2,3 5% reduction 4.5% reduction Water reduction projects 10 in FY2022 12projects Packaging reduction projects 8 in FY2022 5 projects 1Non-GHG producing electric sources including hydroelectric and nuclear. 2Sites reporting utility data under Smiths HSE Reporting Policy, with 20 or more employees 3Normalised to revenue. Absolute GHG emissions down 1.1%. 4We have built a more aggressive GHG reduction target trajectory to meet our SBTs and an energy efficiency target into our colleague and executive incentive plans for FY2023. Energy use and GHG (Scope 1 & 2) emissions FY2022 FY2021 1 Global energy use –absolute values KWh 224,334,020 224,394,230 UK energy use KWh 10,445,900 n/a Smiths Medical 2 KWh 27,463,800 75,006,500 Smiths Medical UK 2 KWh 461,800 n/a Global emissions –absolute values Scope 1 (direct emissions) t CO 2 e 19,131 20,378 Scope 2 (indirect emissions) t CO 2 e 32,539 31,865 Total t CO 2 e 51,670 52,243 UK Scope 1 & 2 emissionst CO 2 e 1,755 n/a Smiths Medical Scope 1 & 2 emissions 2 t CO 2 e 6,176 16,740 Smiths Medical UK Scope 1 & 2 emissions 2 t CO 2 e 7 n/a Global emissions –normalised values Scope 1 (direct emissions) t CO 2 e/£m revenue 7.46 8.47 Scope 2 (indirect emissions) t CO 2 e/£m revenue 12.68 13.24 Total t CO 2 e/£m revenue 20.14 21.71 1FY2021 data updated following verification. See basis of preparation paragraph on page 29. 2Smiths Medical FY2021 and FY2022 data is not included in Group data and has not been updated for the changes described above. 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 30 ![]() #### Energy efficiency and renewable electricity Accelerating projects that reduce overall energy use and increase our use of electricity from renewable sources will be critical to our success in achieving our Scope 1 & 2 targets. In FY2022, we established a Group-wide Energy Team to prioritise, coordinate and ensure delivery of the projects necessary to meet our Net Zero and SBT commitments, including energy efficiency, onsite renewable energy (e.g., solar), and procuring renewable energy. The Energy Team will play a critical role in identifying, aggregating, supporting and tracking projects as we move forward. 63% of the electricity currently used in our operations is from renewable sources (sites reporting utility data under Smiths HSE Reporting Policy, with 20 or more employees) and our goal is to increase this to 66% by the end of FY2024 and to 100% by 2040. We undertook a global survey of onsite renewable opportunities in FY2021 and have been evaluating a range of technologies including solar, wind, low-carbon heating and cooling (LCHC), and combined heat and power (CHP). An onsite renewable energy system is already in place in Suzhou, China and we have recently completed a solar installation at Smiths Detection, Johor Bahru, Malaysia. #### Environmental management Performance against our comprehensive portfolio of environmental policies is overseen by our internal audit process and we maintain an external environmental compliance audit programme of approximately 15 sites every year. All Smiths operational sites with over 50 colleagues are required under Group policy to be certified under ISO environmental and safety standards (18001 or 45001 and 14001) – approximately 60 sites – unless they were recently acquired just before or during the COVID-19 pandemic. Those sites were not allowed third party visitors during the pandemic and are now working towards certification as local conditions allow. We had no environmental spills or environmental compliance penalties or fines in FY2022. #### Restricted substances All divisions participate in a regular forum to share best practices and ensure compliance with global restricted substance regulations including WEEE, RoHS, Prop65, REACH, TSCA and Responsible Minerals. We operate a Restricted Substance Steering Committee to ensure that we are adequately resourced in this area. #### SOCIAL #### Safety We have an extensive set of health and safety policies and procedures that all operations are required to follow. Performance against these policies is overseen by an audit process that also covers all Smiths production facilities including ISO HSE management systems. We report all injuries globally in accordance with US OSHA guidance. Our headline safety metrics are Recordable Incident Rate (RIR) – where incidents require medical attention beyond first aid – and Lost Time Incident Rate (LTIR) – where a colleague is unable to work following an incident – per 100 colleagues, per year across Smiths. In addition to preparing injury reduction plans, each of our divisions is required to set completion targets for the Safety Leading Indicator (SLI) proactive and preventative safety measures most relevant to their operations, with an expectation of achieving 95% of target annually. SLIs include activities such as safety inspections, leadership tours, training, and our safety look out peer-to-peer observation programme. Our Group Recordable Incident Rate in FY2022 was 0.54; 15% above FY2021 but continued to track below the industry average and in the top quartile of industry performance 1 . Our Group Lost Time Incident Rate was 0.24. While our focus on safety did not waver during FY2022, like many companies, we faced several challenges that likely affected our safety performance. Evidence indicates that these increased injury rates have been broadly experienced across the industrial sector more recently. Staffing and supply chain challenges during and following the COVID-19 pandemic have meant that at some Smiths sites colleagues have had to work irregular or extended hours. Nearly 3,000 colleagues reported having COVID-19 during the year; returning to work and suffering the after-effects of COVID-19 is challenging. We have seen the further impact of limited face to face interaction; safety committees unable to meet; limits on travel; and the general impact of people dealing with the upheaval of COVID-19. This performance does not reflect the work environment we wish to have, and we intend to improve safety performance consistently year on year by continuing to invest in new programmes, training activities and site-specific injury reduction plans. During FY2022 Smiths recorded zero work-related colleague or contractor fatalities. Three contractor recordable incidents were reported. We received no significant safety fines or penalties. Including Smiths Medical, we achieved an RIR of 0.50 and an LTIR of 0.21. The nature of work in the Smiths Medical operations meant that the division previously had a positive impact on injury rates. RECORDABLE INCIDENT RATE Per 100 colleagues 0.54 FY2021: 0.47 LOST TIME INCIDENT RATE Per 100 colleagues 0.24 FY2021: 0.20 0.47 0.35 0.50 0.44 0.54 FY2021 FY2020 FY2019 FY2018 FY2022 0.20 0.17 0.24 0.19 0.24 FY2021 FY2020 FY2019 FY2018 FY2022 1BLS data – NAICS 339900; www.bls.gov/iif/oshum.htm#20Quartile\_Data 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 31 ![]() #### COVID-19 Safety precautions relating to COVID-19 have been an important feature of our overall safety efforts over the last 30 months. While many restrictions have now been lifted, we continue to monitor the situation, and each of our locations continues to comply with local requirements as infection rates fluctuate. Practical measures to support our colleagues across the period have included: – An unwavering focus on COVID-safe work environments – Pursuing a consistent approach to core employee benefits including life cover, critical illness, disability, and medical insurance – Rolling out a global Employee Assistance Programme (EAP) – Regular communication, bespoke resource sites and wellness materials As a Group, we are honoured by the incredible efforts made by our teams in supporting their own safety and the safety of others, including in our communities, while continuing to serve our customers across this extended period. Our data indicates that colleague COVID-19 cases have typically tracked local community cases and that there have been very few instances of transmission at work. #### Engaging with our colleagues Our global communications activities are designed to engage colleagues around the world with our Purpose and our strategy. Key communications materials are translated into our ten core languages. Our Smiths Now app is a platform for colleagues to receive news from around the business and share their views and stories and is always active with grassroots content. There is also a global fortnightly e-newsletter, Signal, which amplifies key company news to the global business. Our intranet web portal acts as an online hub for holding resources for many areas including safety, well-being, ethics and compliance, diversity and inclusion, and IT tips. We undertook our My Say colleague engagement survey in November 2021 and May 2022 and communicated the key outcomes to colleagues. We undertook a number of engagement projects in FY2022 including: – Communications around our results announcements and Capital Markets event; – Communications around our SES Awards and My Say surveys; – A global Town Hall in May 2022; – Our Smiths Day celebration of Smiths culture in June 2022. Members of the Executive Committee shared video messages and visited sites around the world to share Smiths Day with colleagues; – Global leadership summits for our Senior Leadership team in November 2021, February 2022 and July 2022 with the next one planned for November 2022; and – An online presentation and Q&A about pay and the work of the Remuneration (now the Remuneration & People) Committee hosted by Committee Chair Bill Seeger. Members of our Executive Committee and Board have also visited a range of Smiths sites during the year. Read more on page 60. #### Developing talent There are many opportunities for people to grow their careers at Smiths. Our more structured and diverse approach to succession planning following the talent reviews this year has enabled us to identify and develop high-potential individuals from a broader pool of diverse colleagues from all geographical regions, specialised skill sets and industry experience. Separately, appointments to our most senior roles are discussed at a monthly Talent Development Committee comprising all members of the Executive Committee. This year also saw the introduction of a new organisational metric to enable meaningful measurement of talent progression through the organisation. We will continue to invest in internal talent mobility as a significant source of value for Smiths. While our divisions serve different markets, there is much common ground in the qualities and skill sets required in our technical teams as they enable us to deliver efficiently and create new products for the future. We see opportunities to leverage this common ground more effectively by creating formal Group- wide technical communities where groups of specialists can connect, share problems and ideas, and contribute to delivery of our strategy – for example energy reduction projects. We plan to introduce a common technical career ladder across the Group that will provide career visibility for individuals and enhance internal talent mobility. #### Reward and recognition Recognising and rewarding colleagues in a fair, open and meaningful way is an important underpin to developing talent. We are committed to fair pay practices and ensuring that colleagues participate in our success. We have been an accredited Living Wage employer in the UK since 2018. In the UK, we operate an all-employee Sharesave Scheme, which enables colleagues to buy Smiths shares at a discounted rate. We have also been undertaking a process to align employee benefits across markets, so they are the same for colleagues in any of our four divisions or Group. We have completed this work in China, India and Mexico to date. The Board is conscious of the challenging impact of current inflationary pressures on colleagues and this is reflected in the management decision to focus more of the salary increase budget on those who are more significantly affected in the coming year. 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 32 ![]() #### Diversity, equity and inclusion We provide equal employment opportunities. We recruit, support and promote our people based on their qualifications, skills, aptitude andattitude. In employment-related decisions, we comply with all applicable anti-discrimination requirements in the relevant jurisdictions. We have zero tolerance for discrimination, harassment or retaliation. People with disabilities are given full consideration for employment and subsequent training (including re-training, if needed, forpeoplewho have become disabled),career development and promotion based on their aptitude and ability. We endeavour to find roles for those who are unable to continue in their existing job because of disability. We are focused on proactively increasing the number of women in leadership roles at Smiths, as well as understanding the challenges and barriers that may be impeding them from fulfilling their potential. We have some way to go, which is why it is one of our ESG strategic priorities. We have five female members of the Smiths Board (45%), and we welcomed three new female members to our Executive Committee in FY2022 (31% women). Women make up 28% of our global colleague population, but only 24% of our 656 senior leaders. We are working to change this with a programme of activities designed to identify, support and advance the careers of the high-potential women we already have at Smiths. Our target is to reach 27% by the end of FY2023 and 30% by the end of FY2024. The opportunity to improve in the diversity, equity and inclusion area has been recognised and prioritised in our People strategy. Besides clearly articulated diversity metrics and objectives, in FY2023 we will also introduce our revised people leader development programme, which is fully aligned to our Smiths Leadership Behaviours. One entire learning module in the programme will be focused on emotional and cultural intelligence, conscious inclusion,and the role of leaders in setting and leading diverse teams. In addition, every division has introduced its own diversity and inclusion priorities, often supported by dedicated individuals, and including underrepresented group networks, education, communication and other support activities. #### Communities Our direct economic contribution to communities and society was £2.33bn in FY2022. FY2022 Employee costs £823m Supplier costs £1,364m Taxpaid £140m Total £2.33bn #### GENDER DIVERSITY IN THE GROUP BOARD OF DIRECTORS Male 6 (55%) Female 5 (45%) EXECUTIVE COMMITTEE Male 9 (69%) Female 4 (31%) SENIOR LEADERSHIP TEAM 1 Male 498 (76%) Female 158 (24%) TOTAL COLLEAGUES Male 10,631 (72%) Female 4,133 (28%) 1Senior Leadership Team is the KPI used to track gender diversity at Smiths. It is defined as all colleagues that are Grade 14 or above. Data for Grade 14 and above plus Directors of subsidiary companies, in line with the definition in the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 is Female: 171 and Male: 561. 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 33 ![]() #### GOVERNANCE Human rights We consider violations of human rights to be appalling crimes. Conduct that exploits workers or denies them the rights and benefits to which they are legally entitled is wholly inconsistent with our Values and policies and is not tolerated. We recognise the important responsibility we have, and we support the vision of a world where everyone can enjoy their universal human rights. Our Human Rights Policy is guided by the international human rights principles encompassed in the Universal Declaration of Human Rights, the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work, and the United Nations Guiding Principles on Business and Human Rights. We adhere to national law and regulations in each market in which we operate and, should we encounter conflict between internationally recognised human rights and national laws, we will seek ways to honour the principles of international human rights. All persons working for, or on behalf of, Smiths are required to adhere to our Policy and approach. Our Responsible Minerals Sourcing Policy addresses our commitment to the sourcing of minerals in an ethical and sustainable manner that safeguards human rights and aims to ensure that tin, tungsten, tantalum, gold and cobalt are sourced with due respect for human rights and in a manner that does not finance armed groups. To achieve this objective, we take guidance from the OECD Due DiligenceGuidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. We expect those with whom we have a business relationship – suppliers, contractors, subcontractors, and anyone else in our supply chains, including any recruitment agents or other providers of labour (temporary or otherwise) – to share our commitment to human rights and to be free from practices associated with human rights violations, including forced/involuntary labour or modern slavery. We take very seriously any allegations that human rights are not properly respected. We have not identified any serious human rights issues in our operations or in those of our suppliers in FY2022. The Smiths Modern Slavery and Human Trafficking Statement FY2022 can be found on the Smiths corporate website www.smiths.com Anti-bribery and anti-corruption Bribery and corruption matters are covered by our Code of Business Ethics. We also have specific policies and procedures relating to activities that create bribery and corruption risks, and an umbrella anti-bribery and anti-corruption policy that provides a single view of our approach. These policies cover a broad range of matters including the giving and receiving of gifts, meals, and hospitality; invitations to government officials; our approach to facilitation payments; and controls around the appointment of distributors and agents, customs brokers, and freight forwarders. Our ethics dashboard enables us to interrogate our register of gifts, meals and entertainment in an effective and useful way. 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 34 ![]() The Task Force on Climate-related Financial Disclosures (TCFD) helps to improve transparency on climate-related risks and opportunities by providing an internationally recognised framework to guide companies in making more effective climate-related financial disclosures. Over the last three years we have demonstrated our continued commitment to aligning with the recommendations of the TCFD through expanding and updating our assessment of climate- related risks and opportunities. This ongoing systematic assessment has allowed us to identify the potential risks and opportunities that climate change presents to ourbusiness, enabling us to better prepare for an uncertain future and ensure that our business strategy is resilient to future changes. Mitigating our risks and realising our opportunities Our diversified portfolio, responsiveness to new market requirements and geographic spread of assets mean that our business is well prepared to respond to climate risks in the short term. However, the future is uncertain, so in FY2022 we have and will continue to take action to strengthen our longer-term climate resilience, implementing measures to reduce our exposure to the potential climate risks we have identified and ensuring that Smiths is best positioned to realise our opportunities. For example: Climate-resilient assets: John Crane has undertaken analysis to identify facilities vulnerable to the effects of climate change and has put in place monitoring and mitigation measures to account for extreme weather. For example, one site has been relocated as a result of recent insurance claims caused by flooding issues. John Crane has also considered the risk of extreme weather during site selection of new facilities, including consideration of hurricane paths and proximity to flood plains. Mitigating supply chain risks: Across all the divisions, single source materials are avoided wherever possible and instead, an approach of sourcing from multiples sites in multiple locations across the globe is taken. This increases resilience of the supply chain against regional disruption caused by extreme weather events. Keeping costs down: To mitigate the risks associated with rising resource costs, the Procurement team has evaluated Smiths Detection’ssupply chain andtransportation processes for efficiency improvements. This included implementing measures such as optimisation of space in freight through reusable stacking solutions and exploring localised business models to reduce product transportation distances. Strengthening oversight and ownership: Our newly formed Science, Sustainability & Excellence (SSE) Committee of the Board, chaired by Dame Ann Dowling, is responsible for overseeing the Group’s approach to science,sustainability, and excellence. The oversight covers R&D,commercialisation and sustainability strategies, including the impact of climate change and related metrics and targets. We also appointed a Chief Sustainability Officer to the Executive Committee. The SSE oversees the following: – Prioritising new product development programmes whose commercial success will deliver revenue growth and corresponding sustainability performance benefits to and through our customers. This includes energy efficiency, GHG reductions and renewable energy production and use. – Delivering Net Zero GHG emission commitments for Scopes 1, 2 and 3 and associated SBTs through energy efficiency, renewable energy, and optimising product design and our supply chains. TCFD recommended disclosures At the time of publication of this Annual Report, the Group has made climate-related financialdisclosures consistentwith the TCFD’s recommendations and Recommended Disclosures pursuant to Listing Rule 9.8.6 (R) (8). The following table summarises our disclosures and refers to where further detail on climate-related financial disclosures can be found in this Annual Report. In completing this work the Group made use of TCFD guidance material including the TCFD technical supplement on the use of scenario analysis, TCFD Guidance on Metrics, Targets, and Transition Plans, and the TCFD Guidance for All Sectors. The Group is continuing to make progress across all four pillars of the recommendations and is working to further align and be more transparent in its disclosures in line with the evolving guidelines to better communicate the work that is being done internally. In FY2023 we intend to undertake a materiality assessment to demonstrate that Smiths has considered the most important topics in ESG, including climate risk and opportunities. We are also developing a Group-wide strategic response to energy transition in relation to our own targets, the implications on current customers and end use markets, and opportunities for Smiths. In FY2023 we intend to prepare and publish a detailed, standalone TCFD document to enhance our disclosures to cover these matters and take account of progress. ## TASK FORCE ONCLIMATE- ## RELATED ## FINANCIAL ## DISCLOSURES 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 35 ![]() #### GOVERNANCE Disclose Smiths governance around climate-related risks and opportunities. a.Describe the Board’s oversight of climate-related risks and opportunities. The Board oversees the Group’sapproach to sustainability,including climate change. The Board has oversight of our Group and divisional strategies, receiving regular updates on performance and deep dives into divisional strategy on a rotational basis. Climate change opportunities are integrated into our strategic planning processes, including our ESG framework and ESG strategic priorities. The SSE Committee of the Board is responsible for overseeing the Group’s approach to science, sustainability and excellence. The oversight covers R&D, commercialisation and sustainability strategy, including the impact of climate change and related metrics and targets. The Audit & Risk Committee of the Board is responsible for reviewing and assessing the effectiveness of risk management, including climate risk in the business. The results of our annual assessment of climate change risks and opportunities are reported to the Audit & Risk Committee. – See Board governance model page 57 – See ESG governance and oversight model page 29 – See Enterprise Risk Management (ERM) process page 46 – See Board activity page 60 – See SSE Committee Report page 89 – See our ESG framework page 24 – See our ESG strategic priorities page 27 – See Stakeholders and S172 Statement page 41 b.Describe management’s role in assessing and managing climate-related risks and opportunities The Executive Committee is responsible for the Group’s approach to sustainability, including climate change. Climate-related risk is reported and managed in the same way as other risks in the business. Over and above this, the results of our annual assessment of climate change risk and opportunities are reported to the Executive Committee and integrated into our strategic planning processes, including our ESG strategic priorities. Our Group and divisional strategic review and planning processes consider and respond to climate-related opportunities as part of our divisional strategic planning processes and our ESG framework and ESG strategic priorities. To align decision-making and ownership of our ESG goals, sustainability metrics form part of the Smiths annual and long-term incentive plans. – See Enterprise Risk Management (ERM) process page 46 – See ESG governance and oversight model page 29 – See our ESG framework page 24 – See our ESG strategic priorities page 27 – See Our business model page 9 – See Our strategy and megatrends page 10 – See Remuneration & People Committee Report page 75 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 36 ![]() #### STRATEGY Disclose the actual and potential impacts of climate-related risks and opportunities on the Group’s business, strategy and financial planning, where such information ismaterial. a.Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term. We conduct a systematic assessment on an annual basis to identify physical and transition risks and opportunities over the short, medium and long term. Further, our Purpose and commitment to sustainability leadership are reflected in our intent to prioritise ESG performance at Smiths. We therefore place additional emphasis on our response to megatrends in our sectors which relate to the energy transition agenda and overall reduction of waste and energy use. – See this year’s reporting on Key transition risks and opportunities and Key physical risks and opportunities page 40 – See Mitigating our risks and realising our opportunities page 35 – See Our business model page 9 – See Our strategy and megatrends page 10 b.Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning. We incorporate the climate-related risks and opportunities we identify into our business planning and strategy development processes at both the division and Group-level, including our ESG framework and strategic priorities. To align decision-making and ownership of our ESG goals, sustainability metrics form part of the Smiths annual and long-term incentive plans. – See Mitigating our risks and realising our opportunities on page 35 – See our ESG framework page 24 – See our ESG strategic priorities page 27 – See Environment performance page 30 – See Our strategy and megatrends page 10 – See Chief Executive Officer’s review of the year page 11 – See Remuneration & People Committee Report page 75 c.Describe the resilience of the organisation’s strategy. Taking into consideration different climate-related scenarios, including a 2°C or lower scenario. The scenarios we use to assess the resilience of our business always include consideration of a 2°C or lower scenario. This year we have expanded the range of scenarios we assess ourselves against and have disclosed our ratings of the resilience of our business against our identified potential risks. Whilst climate risk is not considered a principal risk for Smiths, failure to meet stakeholder expectations on ESG obligations is considered a principal risk. This is addressed through Group strategy and our ESG strategic priorities. – See Scenario analysis – building upon previous work on page 39 – See Key transition risks and opportunities and Key physical risks and opportunities page 40 – See Principal risks page 49 – See our ESG strategic priorities page 27 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 37 ![]() #### RISK MANAGEMENT Disclose how Smiths identifies, assesses and manages climate-related risks. a.Describe the organisation’s processes for identifying and assessing climate-related risks. Climate-related risk is reported and managed in the same way as other risks in the business. Over and above this, we conduct a systematic scenario analysis exercise on an annual basis to identify and assess climate-related risks and opportunities. This uses the following staged process: i. Understand revenue streams as base case; ii. Climate scenario analysis – high-level risk and opportunity mapping conducted over two physical and two transition climate scenarios over two time horizons (medium- and long-term); iii. Integrated financial impact assessments – risks and opportunities identified to uncover the financial drivers that will inform and shape future investment; and iv. Testing and validation – workshops conducted at Group and divisional level to refine the risk and opportunity mapping by reviewing potential materiality over time, identify potential mitigation measures to inform strategy, and refine metrics and targets. – See ERM process page 46 – See this year’s approach in Scenario analysis - building upon previous work on page 39 b. Describe the organisation’s processes for managing climate-related risks Climate-related risk is reported and managed in the same way as other risks in the business. As part of our annual scenario analysis exercise, we also identify key actions to mitigate potential climate- related risks and to realise our identified opportunities. See staged process described above. – See ERM process on page 46 – See Mitigating our risks and realising our opportunities on page 35 c.Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s overall risk management. We incorporate the climate-related risks we identify into our ERM process. – See Mitigating our risks and realising our opportunities on page 35 – See ERM process on page 46 #### METRICS AND #### TARGETS Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities, where such information is material. a.Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management processes. We report against our environmental metrics annually. This year we have also undertaken a gap analysis of our metrics and targets to identify key areas where we can improve our monitoring of climate-related performance. We have built a more aggressive GHG reduction target trajectory to meet Science-Based Targets and energy efficiency and new product commercialisation targets into our incentive arrangements for FY2023. Our climate-related metrics and targets now include: – Total energy use – Energy efficiency target, and new product commercialisation revenue target per programme, both linked to remuneration for FY2023 AIP – Scope 1 & 2 emissions absolute reduction target linked to remuneration for FY2023 LTIP – Scope 1 & 2 emissions normalised to revenue target linked to remuneration for FY2022 LTIP – See Environment performance on page 30 – See Remuneration & People Committee Report on page 75 b.Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 GHG emissions, and the related risks. We disclose our Scope 1 and 2 emissions annually. We have created a baseline inventory of our Scope 3 emissions which will be validated before being submitted to the SBTi in FY2023. – See Energy use and GHG (Scope 1 & 2) emissions on page 30 – See Scope 3 information on page 30 – See Environment performance on page 30 c.Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets. We report on our progress against our environmental targets annually. This year we have also undertaken a gap analysis to identify key additional metrics and targets which could improve monitoring of our climate-related performance. See metrics and targets described above. – See Environment performance on page 30 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 38 ![]() #### Scenario analysis – building upon previous work During FY2021, climate-related physical and transition risks and opportunities were assessed under two climate scenarios and time periods, and the actions that could be taken to mitigate risks and capture opportunities were incorporated into our strategic planning processes. Our most recent scenario analysis exercise, conducted in Q3 FY2022, builds upon the assessment of previous years, and seeks to provide a more in-depth understanding and comparison of physical and transition risks and opportunities. A wider range of scenarios was considered, including two transition scenarios and two physical risk scenarios. Physical scenarios For the physical scenarios, the Intergovernmental Panel on Climate Change’s (IPCC) Representative Concentration Pathway (RCP) 4.5 and RCP8.5 scenarios were used. RCP4.5 – RCP4.5 represents an intermediate emissions scenario whereby climate policies are implemented to limit GHG emissions. – In the 2040s, global mean surface temperature is projected to increase by 1.1°C. By the 2080s, this reaches 1.4°C. RCP8.5 – RCP8.5 is a high-emissions scenario and represents a future where levels of greenhouse gas (GHG) emissions continue to rise throughout the 21st century with minimal policy intervention. As such, GHG emissions were assumed to continue to increase throughout the century, without significant interventions. – In the 2040s, global mean surface temperature is projected to increase by 1.8°C. By the 2080s, this reaches 3.7°C. Across both scenarios: – Some regions will experience increased annual rainfall, whilst other regions will receive less annual rainfall. – Regions are likely to experience seasonal differences in temperature and precipitation patterns. For example, annual precipitation in the UK is projected to increase but this is due to projected wetter winters, increasing the risk of flooding; in contrast, summers are projected to become drier, increasing the risk of drought. – Extreme weather events such as flooding, wildfires and drought are likely to become more severe and more frequent. – The difference between the two scenarios is particularly evident in the projections towards the end of the century, which are much more extreme under RCP8.5. Transition scenarios For the transition scenarios, the International Energy Agency’s (IEA) World Energy Outlook Sustainable Development Scenario (SDS) and Stated Policies Scenario (STEPS) were used. 2021 Stated Policies Scenario (STEPS) – This scenario reflects current policy-setting based on sector- by-sector assessment of the specific policies in place, as well as those that have been announced by governments around the world. – It aims to provide a benchmark to assess the potential achievements (and limitations) of recent developments in energy and climate policy: – Risks to oil security remain – Gas markets are changing rapidly – Electricity moves to the heart of modern energy security 2021 Sustainable Development Scenario (SDS) – The assumptions on public health and the economy are the same as in the STEPS – Full alignment with the Paris Agreement to hold the rise in global average temperature to “well below 2 °C … and pursuing efforts to limit (rises) to 1.5 °C” – It works backwards from the achievement of sustainable energy- related goals – universal access to affordable, reliable and modern energy services by 2030, a substantial reduction in air pollution, and effective action to combat climate change – and shows what would be required to meet them – Major transformation of the global energy system – Net Zero by 2070 – Surge in clean energy policies (promotion of hydrogen, biogas, biomethane and Carbon Capture, Utilisation and Storage (CCUS)across sectors) – Staggered introduction of CO 2 prices – Fossil fuel subsidies phased out by 2025 in net-importing countries and by 2035 in net-exporting countries As well as assessing risks and opportunities under a greater number of scenarios, this year’s assessment included detailed engagement with each of the four divisions to enable a ‘deep dive’ into issues specific to each and to better understand the Group- level implications of these risks and opportunities. In addition, we have assessed the level of each risk and opportunity in more detail to better understand the potential financial impacts of the identified risks and opportunities. Although a quantitative assessment was not undertaken, risk and opportunity ratings were defined in line with the Group and division level risk registers to allow a better understanding of the scale of identified risks and opportunities, enabling Smiths to prioritise actions for risk mitigation. These additional activities allow us to better understand the nuanced nature of risks and opportunities posed across our business, at Group and division level, under a wider range of future scenarios. This ultimately enables us to improve our resilience, by addressing risks across our portfolio and ensuring that opportunities are incorporated within our business strategy. Priority risks and opportunities are summarised in the tables below across the range of scenarios. 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 39 ![]() Key physical risks and opportunities Over the medium and longer term, key physical risks relate to the potential effect that projected increases in the frequency and severity of extreme weather events could have on our assets and supply chain. These risks become more severe under the high-emissions RCP8.5 scenario. However, we have also identified several opportunities where each of our divisions can work to develop innovative solutions to our customers’ climate-related challenges. RCP4.5 physical scenarioRCP8.5 physical scenario 2040s medium term 2080s long term 2040s medium term 2080s long term Risks Level of risk categories: Very Low – Low – Moderate – High – Very High Damage to Group assets from extreme weather events: Increased costs and resulting revenue losses due to repair and insurance costs. Low Moderate Low High Temperature regulation requirements during heatwaves and coldsnaps: Health and safety risks from overheating, higher operating costs from increased air conditioning and heating. Capital costs associated with retrofitting assets to provide sufficient temperature controls. LowLowLowLow Damage to key supply chain assets from extreme weather events: Loss of revenue due to disruption/delay of manufacturing processes. Moderate High Moderate High Disruption to transportation and distribution networks from extreme weatherevents: Loss of revenue due to delays getting products to market, caused by supply chain disruption. Moderate High Moderate High Opportunities Growth inremote sensingmarket: Increased revenue from growth in demand for satellite technology for environmental monitoring and tracking. Moderate High Moderate Very High Increased demand for cooling systems: Increased revenue from increased demand for residential and domestic cooling systems, driven by ongoing variation in global temperatures. Low ModerateModerateModerate Key transition risks and opportunities Key transition risks identified over the next 30 years primarily result from increasing costs associated with the price and availability of resources and compliance with increased reporting requirements, although increased competition also poses a risk. New and emerging markets present us with significant opportunities for growth, with demand for energy efficient products and services increasing greatly as we transition to a lower carbon global economy. STEPS transition scenarioSDS transition scenario 2030 medium term 2050 long term 2030 medium term 2050 long term Risks Increased regulations and pricing on GHGemissions: Greater costs associated with emissions reduction, monitoring and reporting obligations. Low ModerateModerateModerate Increased transportation costs: Greater fuel costs due to increased pricing on GHG emissions. ModerateModerateModerate High Cost and availability of resources: Increased price and reduced availability of critical raw materials. Limited supply of materials and components could lead to price volatility and production constraints. ModerateModerateModerateModerate New and emergingcompetitors: Reduced accessible market due to increased competition in NetZero/energy efficiency spaces, such asmethane leakage. Moderate Low High Low Opportunities Growth in aviation/aerospace energy efficiency market: Increased revenue from development of new products for aviation/aerospace, such as energy efficiency detection products and solutions. Moderate HighHigh Very High Growth in energy efficiency products market: Increased revenue from Smiths efficiency products and services, particularly methane detection and remediation. Increased investment for new technologies e.g., carbon capture, utlisation and storage (CCUS) and hydrogen. High Moderate Very High Moderate Growth in powerindustry energy efficiency: Increased revenue from development of emerging low-carbon emission technologies to reduce electricity transmission losses. High Very High High Moderate 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 40 ![]() Understanding the needs and priorities of our key stakeholders and building strong and positive relationships is critical to our success. Stakeholder engagement takes place across the Group, operationally by our divisional teams and management, at Group level, and by the Board. In a business as diversified as Smiths, engagement with most stakeholder groups is handled locally by management, or by specialist Group teams. The Board maintains oversight and only engages directly if there are issues which truly warrant its involvement or where it can add value. This is particularly true of engagement with customers and suppliers (the majority of whom are unique to a specific division) but is also usually the case for governments, regulators and our local communities. The outcomes of stakeholder engagement, including concerns raised, are reported to the Board and Board Committees on a regular basis through our usual processes that support informed decision-making. Discussion and decision-making by theBoard takes the views of key stakeholders into account, in order to balance their needs, and effectively build the sustainable, long-term success of the Group. During the year ended 31 July 2022, the Board has acted in accordance with Section 172(1) of the Companies Act 2006 with each Director acting in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, the Directors had regard to the interests of other stakeholders, whilst maintaining and overseeing high standards of business conduct. Our approach to key stakeholders and stakeholder considerations that influenced Board discussions and the outcomes of these discussions are outlined below. Further examples of how stakeholders views have been brought into the boardroom can be found in our Governance Report on pages 60 and61. KEY PEOPLE PRIORITIES – Health,safety andwell-being – Purpose and culture – Ethical behaviour – Reward and recognition – Employee retention andengagement – Talentdevelopment – Diversity,equity andinclusion – Sustainability – Community contribution BOARD AND MANAGEMENT ENGAGEMENT ACTIVITIES – Managementengages with colleagues through regular town hall meetings, Company news updates and through our online tools where colleagues can share their views. See page 32 for more information – Non-executive Directors undertake workforce engagement activities, including in-person site visits and attendance at colleague meetings, forums and events. See page 60 for more information – The Board and Remuneration & People Committee receive regular updates from the Chief People Officer on employee engagement, reward, talent, and diversity and inclusion – The Audit & Risk Committee is provided with updates on ‘Speak Out’, our confidential reporting hotline, and otherreports and statistics relating to the Group’sethical policies and performance – The Board receives health and safety reports at every Board meeting – The Board also receives regular updates on the Group’s pension arrangements OUTCOMES OF ENGAGEMENT IN FY2022 – Given the importance of, and focus on, People in the Smiths Value Engine, the Board approved the evolution of the Remuneration Committee intothe Remuneration & People Committee – Based on feedback from colleagues through the My Say engagement survey, the Board was supportive of the launch of our new Smiths Leadership Behaviours, which are shown on page 28, and the focus on diversity and inclusion, with an enhanced gender diversity measure added as a KPI described on page 23 – The Board supported the de-risking of the TI Group Pension Scheme by way of a £640m bulk annuity buy-in. The Board considered and declined the request from the SI Pension Scheme Trustees to pay enhanced member benefits #### PEOPLE OUR APPROACH Our people are vital to the success of Smiths. We aim to attract and retain the very best by creating an environment for colleagues based on respect, personal growth, recognition and development of talent, and a sense of belonging and purpose. Our culture is a powerful asset and empowers and enables our people to deliver our Purpose. It is supported by our Values and our Leadership Behaviours which influence every decision, guide how we behave, and help make Smiths a place where people are happy and proud to work. READ MORE Governance SEE MORE Sustainability at Smiths Report P 60 ## STAKEHOLDERS ## AND SECTION 172 ## STATEMENT 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 41 ![]() KEY CUSTOMER PRIORITIES – Product innovation, quality and service – Environmental performance of products to help customers meet their own environmental goals – Long-term strategic relationships – Mutual confidence and respect – Ethical behaviour and data protection BOARD AND MANAGEMENT ENGAGEMENT ACTIVITIES – Management teams engage with customers through formal feedback activities such as surveys, quarterly business reviews and senior team meetings with key customers. They also integrate informal feedback from conversations had with customers by our operational and field-based teams – Managementteams use KeyAccount Management structures and Customer Relationship Management tools across our business to deliver timely and high-quality responses to our customers. We aim to apply best practices, develop skills and capabilities, and deliver continuous improvement in execution toenhance the overall customer experience – Customers and market challenges are considered as part of the monthly divisional performance updates to the Executive Committee with a deep dive every quarter – Divisional performance reports are sent to the Board on a quarterly basis and deep dives on divisional performance and strategy are held on a rotational basis – The Board monitors performance indicators relating to customer satisfaction such as On-Time-In-Full (OTIF) and Cost of Poor Quality (COPQ) – In FY2022 the Audit & Risk Committee was updated on product quality and customers in divisional risk deep dives. See page 73 for more information OUTCOMES OF ENGAGEMENT IN FY2022 – The Board approved the creation of the Science, Sustainability & Excellence (SSE) Committee. The Committee oversees the Group’s approach to sustainability and to new product development, both key priorities for our customers. See page 89 for more information – The Board approved our divisional strategies, including an increased focus on commercialising high-value green technologies that enable sustainability performance for and through our customers – As part of the Board evaluation, the Board requested greater visibility of macro conditions, external markets and the impact of opportunities arising from technology – The SSE Committee requested more oversight on product ideation strength and early- stage new product development toensure that the Group is appropriatelyfocused on megatrends and newmarkets – The Board considered inflation and supply chain pressures and the impact on pricing and margins – The Board was satisfied that the culture of the Group is appropriately focused on customer needs andthat customerrisks are beingmanaged appropriately #### CUSTOMERS OUR APPROACH Meeting customer needs and exceeding their expectations with products, quality and service. The way we conduct business and pay attention to the things that matter to them – for example, ethics and environmental performance – is a fundamental part of our operating model and our Values. We recognise that strong and enduring customer relationships will sustain Smiths into the future. 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 42 ![]() KEY SUPPLIER PRIORITIES – Long-term relationships with Smiths – Mutual confidence and respect – Ethical behaviour – Return for all partners – Innovation partnerships BOARD AND MANAGEMENT ENGAGEMENT ACTIVITIES – Management teams meet regularly with suppliers to review performance, discuss new business opportunities, set goals and work on improvement areas. For our higher valueand/ormore complex products, management engages with our suppliers at the highest level to partner on R&D, new product introduction, quality and continuous improvement projects – Updates onsuppliers and supplychain are included in divisional performance updates to the Executive Committee – Divisional performance reports are sent to the Board on a quarterly basis and deep dives on divisional performance and strategy are discussed by the Board on a rotational basis – In FY2022 the Audit & Risk Committee was updated on supply chain risk and ethics and compliance ineach division OUTCOMES OF ENGAGEMENT IN FY2022 – Each division developed and implemented appropriate contingency plans to mitigate the impact of supply chain challenges arising from the COVID-19 pandemic, the Russia/ Ukraine conflict, transportation and labour issues, and other challenges – The Board was supportive of the ongoing project to mitigate the risk from high- dependency sole source suppliers – Management approved the implementation of a source-to-pay solution with a single portal access for our supplier base which aims to improve procurement efficiency and effectiveness – The Board was supportive of the refreshing of the Group’s Supplier Code of Conduct during the year to increase focus on ESG matters, including environmental policies and performance #### SUPPLIERS OUR APPROACH Developing mutually beneficial relationships with our suppliers and building resilience, quality and efficiency across our supply chain is a fundamental contributor to our customer offer and the long-term sustainability of Smiths. We operate a total value supply chain approach that considers all aspects of a supplier’s contribution to generate and capture value. This includes ethical and environmental matters, including GHG reduction, and alignment with our Values, continuous improvement and risk. KEY COMMUNITY PRIORITIES – Safe and effective operations – Green technology, environmental performance, respecting natural resources – Fair employment, skills development, and prosperity – Ethical behaviour – Direct engagement – education and community support BOARD AND MANAGEMENT ENGAGEMENT ACTIVITIES – Our teams across the world engage directly with their local communities through fundraising, charitable giving, and education initiatives – Science, Technology, Engineering and Maths (STEM) education initiatives are particularly important to management and to our colleagues as a way to share their passion for engineering and encourage young people to consider careers in the sector. Many of our sites run STEM programmes – The Board is provided with updates on the elements of the Group’s operations which impact the wider community, including the Group’s Global Tax Strategy. This describes our approach to theresponsible managementof tax affairs toenhance long-term shareholder value while contributing to public expenditure and the welfare of our local communities – The Audit & Risk Committee receives regular reports on issues raised through the Group’s ‘Speak Out’ reporting hotline which enables reporting of matters affecting communities such as safety, ethical behaviour, human rights and modern slavery – At our July Leadership Summit senior leaders took time out to volunteer at five London charities – Colleagues are regularly involved in and support local community events OUTCOMES OF ENGAGEMENT IN FY2022 – The Board approved the Group’s new ESG strategic priorities which outline our focus on new product development programmes which deliver sustainability performance and on delivering our environmental commitments – The Group donated to the Red Cross to support the people of Ukraine. Smiths also matchedcolleague donations – In FY2022 we began a pilot for a new community engagement programme – Improving Our World – which will include paid volunteering time for colleagues #### COMMUNITIES #### AND SOCIETY OUR APPROACH We aim to improve our world by contributing positively to our communities and society in general. Smiths products and services support critical global industries where we are pioneering progress in safety, efficiency, and environmental performance. Our operations around the world play a beneficial role in local economies through job creation and skills development; procurement and generating tax revenues; operating safely,environmentally responsibly and ethically; and direct engagement. Healthy and prosperous communities and strong relationships are aligned with our Values and inspire and promote a sense of pride and ownership in our people. 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 43 ![]() KEY INVESTOR PRIORITIES – Sustainable growth – Shareholder returns – Delivering against our strategy – Openness and transparency – Maintaining effective controls and managing risk – Environmental performance and social impact BOARD AND MANAGEMENT ENGAGEMENT ACTIVITIES – The Board attends the AGM and General Meetings where shareholders are invited to submit questions to the Board in person and remotely – The Chief Executive Officer and the Chief Financial Officer host results presentations and Q&A sessions and meet with a broad spread of the Group’s capital providers throughout the year – Members of the Board engaged with investors at the Capital Markets Day in November 2021 – Analyst and broker briefings, and reports of meetings with major or prospective shareholders, are circulated to Directors outside the formal Board meeting schedule – In FY2022 the Board sought shareholder feedback on the best course of action on the use of the proceeds following the completion of the sale of Smiths Medical – In FY2022 the Chair of the Remuneration & People Committee met with our top shareholders todiscuss Smiths Remuneration Policy – The Board considers its dividend policy and the UK Pensions Act 2021, prior to approving the payment of a dividend OUTCOMES OF ENGAGEMENT IN FY2022 – The Board reaffirmed the Group’s strategy including the Smiths Value Engine and focus on our three priorities of Growth, Execution and People – The Board approved holding a Capital Markets Day in November 2021 to update investors and other stakeholders on the Group’s strategy and medium-term targets – The Board approved the planned creation of a Sustainability at Smiths Report – The Board considered the Group’s capital allocation and dividend policy in light of the cash proceeds received from the sale of Smiths Medical. The Board determined that the proceeds would be split between investment in growth and a significant return of capital to shareholders through a share repurchase programme – The Board approved the payment of the final dividend for FY2021 and the FY2022 interim dividend #### INVESTORS OUR APPROACH We are committed to openness and transparency with all capital providers and to the effective management of risk. We report routinely to shareholders through our formal results activities and undertake regular meetings and one-off events such as Capital Markets Days and investor conferences. Third-party analyst and broker briefings also form part of our communications schedule. Shareholders are directly consulted by the Board on such matters as Remuneration Policy and views are sought on key corporate activity. KEY GOVERNMENT AND REGULATOR PRIORITIES – Product and operational safety – Net Zero and environmental policies – Protection of natural resources – Defence and security – Safe and fair working conditions – Economic growth and prosperity – Trade compliance – Ethical behaviour – Privacy and data protection BOARD AND MANAGEMENT ENGAGEMENT ACTIVITIES – Our Group Corporate Affairs team based in the UK, US, Europe and Asia guides and supports our relationships with key regulators, local policymakers, budget holders and industry groups. It also leads our outreach and relationship programme with government bodies and regulators, with the aim of promoting a deeper understanding of the Smiths culture and products – Government policy and regulators are considered during formulation of divisional strategies – Updates on regulatory processes for approval of new products are provided during divisional performance reviews at the Executive Committee OUTCOMES OF ENGAGEMENT IN FY2022 – Managementapproved policy guidelines and anoperational framework within which government relations are conducted. The business sustains harmonious relations with the governments in the countries where we manufacture and operate and with the relevant regulatory authorities – Policy guidancewas issued to thebusiness to navigateissues such as theCOVID-19 pandemic and the Russia/Ukraine conflict #### GOVERNMENTS AND #### REGULATORS OUR APPROACH Governments and regulators are vital to our business as they are policy setters and influencers in the markets where we operate. We operate in some highly regulated markets and sectors requiring strict adherence to local and international industry and product regulations, and strong ethical practices. We have a mature governance environment with exacting standards, robust diligence processes and a proactive management approach to reduce the likelihood of an ethical, legal or regulatory breach impacting our business. In the normal course of business, we build relationships with governments, policymakers and regulators across the world. We do this at both Group and at divisional level so that we are able to operate effectively and to ensure our interests and those of the industries in which we operate are represented in decision-making. We also contribute our expertise on emerging national, regional and global needs. 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 44 ![]() #### Human rights and anti-bribery #### and anti-corruption We are committed to upholding high ethical standards wherever we operate around the world, and we require our suppliers and other business partners to do the same. Bribery and corruption matters are covered by our Code of Business Ethics. We also have specific policies and procedures relating toactivities that create bribery and corruption risks, and an umbrella anti-bribery and anti-corruption policy that provides a single view of our approach. These policies cover a broad range of matters including the giving and receiving of gifts, meals, and hospitality; invitations to government officials; our approach to facilitation payments; and controls around the appointment of distributors and agents, customs brokers, and freight forwarders. The Smiths Modern Slavery and Human Trafficking Statement and our Human Rights Policy can be found on our website. #### Policy due diligence and outcomes Smiths operates a confidential ‘Speak Out’ reporting hotline to report behaviour and activities that breach our Values, our policies, or the law. This is critical to assessing the effectiveness of our policies. All reports to the ‘Speak Out’ hotline are investigated, and metrics associated with reporting monitored. Reports can be made anonymously. Our ethics training operates in two tiers – online modules delivered in all our core languages, and group training activities covering specific subjects. Additionally, we run regional ethics workshops for leaders across Smiths to embed a deeper understanding of our ethics and compliance critical drivers. During FY2022 we continued to review the effectiveness of certain of our policies, including: – Reviewing our ethics dashboard which enables us to interrogate our register of gifts, meals, and entertainment – Requiring all colleagues to take a modern slavery awareness training module every two years – Implementing a new Supplier Code of Conduct, including details of how third parties can report concerns to our ‘Speak Out’ hotline – Updating the Human Rights Policy, including the commitment to ensure that recruitment agents are free from practices associated with human rights violations – Creating a working group, comprised of divisional and Group Procurement leadership and the Ethics & Compliance team, to monitor and review procurement related modern slavery and human rights risks and controls – Introducing micro-awareness videos that enable us to communicate quickly and effectively on issues that arise – Conducting our third climate risk and opportunities assessment for the divisions and Group #### Other information Other information to support this statement can be found as follows: – Business model on page 9 – Principal risks and uncertainties on page 47 – Non-financial KPIs on pages 22 and 23 – Task Force on Climate-related Financial Disclosures on page 35 – Viability Statement on page 54 – Sustainability at Smiths Report which can be found on our website The following disclosure aligns to the non-financial reporting requirements contained in sections 414CA and 414CB of the Companies Act 2006 and reflects our commitment to and management of the environment, employees, social matters, human rights and anti-bribery and anti-corruption. Our Smiths culture and Values support our efforts in these areas and are described on page 9. #### Environment We committed to ambitious Net Zero targets: Net Zero emissions from our operations (Scope 1 and 2) by 2040 and Net Zero emissions from our supply chain and products in use (Scope 3) by 2050. We also have longstanding commitments to use energy and other natural resources efficiently and minimise waste. The policies that support our approach include: – Environmental Sustainability Policy – Health, Safety and Environment (HSE) Policy – HSE Reporting Policy – Responsible Minerals Sourcing Policy – Restricted Substances Policy #### Employees Our people are vital to the success of Smiths, and we aim to attract and retain the very best by creating an environment for employees based onrespect, personal growth, recognition anddevelopment of talent, and a sense of belonging and purpose. The policies that support our approach include: – Fair Employment Policy – Global Mobility Assignment Policy – Recruitment Policy #### Social matters We aim to improve our world by contributing positively to our communities and society. Smiths products and services support critical global industries and our operations around the world play a role in local economies through job creation; procurement and generating tax revenues; operating responsibly and ethically; and engaging directly.The policies that support our approach include: – Code of Business Ethics – Data Protection and Privacy Policy – Data Protection Code of Conduct – Supplier Code of Conduct ## NON-FINANCIAL ## INFORMATION ## STATEMENT 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 45 ![]() #### Risk governance The Board and its Committees set the culture and approve the strategy of the Group. The Board ensures appropriate oversight and monitoring through a number of mechanisms, including strategy reviews, Committee meetings, management reports and focused reviews of selected risk areas. On behalf of the Board, the Audit & Risk Committee is responsible for reviewing and assessing the effectiveness of the Group’s risk management and internal control systems. The review process covers the Group’s principal risks, as well as financial, operational and compliance controls. The Executive Committee is responsible for designing the Enterprise Risk Management framework and ensuring that it is effectively deployed throughout the Group. The Executive Committee also ensures that the Board’s risk appetite is understood by risk owners and decision-makers, ensures risks, including climate risk, are adequately managed, and conducts an annual assessment of strategic risk. Each principal risk is owned by a member or members of the Executive Committee. We operate across a number of markets and geographies. We are prepared to accept certain levels of risk to realise our ambitions, and our Purpose, to improve ourworld through smarter engineering. We understand the risks we face and take a proactive approach to risk management in order to maximise opportunities, drive better commercial decision-making, and protect our people and our businesses. #### Enterprise Risk Management (ERM) roles and responsibilities BOARD AND AUDIT & RISK COMMITTEE – Approve the strategy and set the culture and risk appetite of the Group – Review and assess the effectiveness of risk management and internal control systems – Monitor through Board processes and good governance INTERNAL AUDIT Independent assurance – Provide assurance on internal controls, programmes, systems and risk management processes EXECUTIVE COMMITTEE AND SENIOR MANAGEMENT – Design and establish risk management and internal control systems – Ensure that the risk appetite of the Board is understood by risk owners and decision-makers – Ensure risks are adequately managed RISK AND COMPLIANCE FUNCTIONS Monitoring and compliance – Develop and manage the ERM process – Monitor risks and controls – Develop and manage policies and control frameworks – Ensure financial, legal and ethical compliance – Ensure security, quality and health and safety DIVISIONALMANAGEMENT Risk ownership and mitigation – Identify, manage and escalate risks – Set division’sstrategic objectives – Establish and apply internal control systems – Escalate issues to the Executive Committee as required OPERATIONAL TEAMS Conducting business activities in accordance with Group policies and standards – Understand roles and responsibilities – Comply with policies – Follow risk management processes 3rd LINE OF DEFENCE 2nd LINE OF DEFENCE 1st LINE OF DEFENCE ## RISK ## MANAGEMENT 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 46 ![]() Running a business involves continual assessment and management of risks – it is an integral part of day-to-day operations. Our Enterprise Risk Management (ERM) process supports open communication on risk between the Board and Audit & Risk Committee, the Executive Committee, our divisions, functions and sites. It enables us to manage and monitor the risks which threaten successful execution of our strategy and ensures our strategic, financial, compliance and operational risks are appropriately considered by the Executive Committee and by the Board. Our divisional and functional teamsare responsible for day- to-day management and reporting of risks, including climate risk. They identify new and emerging risks, escalate where appropriate, and take action to ensure risks are managed as required. Our divisions also conduct annual assessments of the risks they face. In FY2022 these were updated to ensure that the latest views were presented and considered. Internal audit provides independent and objective assurance to both the Audit & Risk and Executive Committees on the adequacy and effectiveness of our risk management and internal control processes. It facilitates the ERM process and provides site-based controls and assurance reviews of key programmes, processes and systems. The Audit & Risk Committee, on behalf of the Board, reviews the effectiveness of the risk management process, considering principal risks and uncertainties and actions taken by management to manage those risks. During FY2022 the Executive Committee agreed the ERM timetable, and the risks selected for ‘deep-dive’ discussions at Executive and Audit & Risk Committee meetings. These were: supply chain; product quality; and contractual obligations. The Group’s list of principal risks was also discussed and recalibrated bytheExecutive Committee. There is a requirement for risk owners to demonstrate how they provide assurance that controls are working effectively. Examples are provided in the tables of principal risks from page49. In addition, a further 32 risk workshops were facilitated at operational sites during the year to support the bottom-up view of risk that has fed into divisional and functional risk assessments. The Directors consider the risk management process to be effective. #### Emerging risks Emerging risks and horizon scanning are integrated into the ERM process. Functions in the business often take the lead in identifying and promoting risk awareness and mitigation activities. Climate change remains an emerging risk and forms part of reporting and risk management in the business. During FY2022 we undertook scenario analysis, including climate risk and opportunities workshops for Group and the divisions. Outcomes from this work are described in the Task Force on Climate-related Financial Disclosures (TCFD) section on page 35. We maintain a register of principal risks and uncertainties covering the strategic, financial, operational and compliance risks faced by the Group. #### Risk process We review each risk and rate a number of factors: gross impact, applying the hypothetical assumption there are no mitigating controls in place; residual impact and likelihood, taking into account existing mitigating controls; the reputational impact of a risk; and velocity, which reflects the expected time we would have to react should a risk materialise. These, in turn, drive mitigation priorities. A trend metric shows the net position of the risk year-on-year. We report on the connectivity between risks to help understand the potential for one risk to have an impact on another. This is presented against each risk in the form of a ‘risk relationship’ chart indicating the linkage between each principal risk and others on the list. This has been used as an input to the Viability Statement assessment and will be used more widely in future risk scenario planning and mitigation work. #### Changes to principal risks Our principal risks continue to evolve in response to our changing risk environment. This year, based on our current assessment of their materiality, we have included two new principal risks: Growth, reflecting our renewed focus on growth in our strategy; and environment, social and governance (ESG), reflecting an increased focus from investors, employees, customers and suppliers. We have removed our Group Portfolio risk with the completion of the sale of Smiths Medical. We have combined a number of risks including COVID-19 and Integrated Supply Chain into a Business Continuity risk; Customers and Markets risks into a Commercial risk; and Ethical Breach and Contractual Obligations intoLegal and Compliance risk. While we continue to monitor and manage a wide range of risks, the tables that follow summarise those risks considered to have the greatest potential impact if they were to materialise. ## PRINCIPAL ## RISKS AND ## UNCERTAINTIES 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 47 ![]() #### Principal risks and uncertainties Principal risk Link to strategy Gross risk Residual risk Likelihood Velocity Trend 1. ORGANIC GROWTH Very High Moderate Possible Years Ability to achieve organic growth in line with market opportunity 2. ESG High Low Possible Years Failure to meet stakeholder expectations on environmental, social and governance obligations 3. TECHNOLOGY Very High Moderate Probable Years — Technology disruption by existing or future competitor 4. PEOPLE Moderate Low Possible Months Ability to attract and retain people 5. BUSINESS CONTINUITY High Moderate Probable Weeks Business disruption tosupply chain or operations 6. ECONOMY AND GEOPOLITICS High Moderate Likely Months Impact of economic and geopolitical environment 7. COMMERCIAL High Low Possible Years — Loss of focus on customers and not competing in the right markets 8. PRODUCT QUALITY Moderate Low Probable Weeks — Failure of product causes serious harm topeople/property 9. CYBER SECURITY High Low Probable Days — Impact of enterprise or product cyber event 10. LEGAL AND COMPLIANCE High Low Possible Days — Significant ethical breach or failing to meetcontractual obligations Key Link to strategy Growth Execution People Likelihood Almost Certain > 80% Likely > 60% Probable > 40% Possible > 20% Unlikely < 20% Trend New Stable — Up #### Connectivity between principal risks ORGANIC GROWTH ESG TECHNOLOGY PEOPLE BUSINESS CONTINUITY ECONOMY AND GEOPOLITICS COMMERCIAL PRODUCT QUALITY CYBER SECURITY LEGALAND COMPLIANCE ORGANIC GROWTH ESG TECHNOLOGY PEOPLE BUSINESS CONTINUITY ECONOMY AND GEOPOLITICS COMMERCIAL PRODUCTQUALITY CYBER SECURITY LEGALANDCOMPLIANCE 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 48 ![]() 1. ORGANIC GROWTH – Ability to achieve organic growth in line with market opportunity RISK OWNER Divisional Presidents TREND NEWRISK 2. ESG –Failure to meet stakeholder expectations on environmental, social and governance obligations RISK OWNER Chief Sustainability Officer TREND NEWRISK The risk of notgrowing means webecome less relevant and discountedby the market, resulting in erosion ofshareholder value. A growth culture is a key component of the Group’s strategy. Growth is aframework that drives the operational tasks, projects and initiatives of the Group. The Group’s heritage depends oninnovation, which presents numerous opportunities for growth that are constantly pursued. Companies that do not grow typically do not attract the most talented team members, as greatpeople seek opportunities for advancement. How thiscould impact our strategy or business model – Material adverse effect on valuation – Erosion of our reputation as a leader in our markets and of our ability to attract and retain talent Examples of how we manage this risk – A clear Group strategy to achieve organic growth goals, underpinned by detailed divisional strategies – Detailed reviews of existing and potential new markets to identify opportunities with significant growth potential – Securing and retaining the best talent to execute strategy and deliver organic growth – Annual incentive programme to support profitable growth – Annual strategic planning, budgeting process and monthly forecasting – Ongoing investment in research and development to drive innovation and growth – Smiths Excellence System in place to ensure effective execution Examples ofhow we knowthe controls are working effectively – Divisional performance and forecast reviews completed monthly – Performance and KPIs monitored and tracked by the Board – Functional reviews of Smiths Excellence and People strategies Environmental, Social and Governance (ESG) areas are essential matters for all companies and stakeholders. Failureto meet stakeholder expectations onincreasing ESG obligations may expose the Groupto reputationalor financial risk. This includes risks associated with shifting investor sentiment, evolving customer requirements, supplychain trends, social attitudes toward the environmental impact of products, and our ability to attract and retain talent. Failure to act appropriately may well increase the magnitude of the risk over the long term. How thiscould impact our strategy or business model – Loss of key talent committed to working for a socially responsible and sustainable organisation – Limit the number of debt and equity investors – Adverse impact on the ability to meet customerexpectations on sustainability performance – Limiting the sustainable growth potential of our key business segments – Failure to maintain strong controls and corporate governance on ESG-related non-financial metrics could lead to fraud or errors Examples of how we manage this risk – Report on ESG in a transparent way with appropriateverification activity, including publication of our first Sustainability at Smiths report in FY2022 – Science, Sustainability & Excellence (SSE) Committee of the Board established to oversee and support delivery of ESG targets and goals – Sustainability strategy integrated to Group and division strategies, aligning and leveraging the Smiths Value Engine to deliver value for all stakeholders – Executive management responsible for setting and delivering ESG goals – ESG targets built into long-term and annual remuneration incentive plans – Meet Task Force on Climate-related Financial Disclosures (TCFD) reporting requirements – Committed to setting Science-Based Targets to meet Net Zero Scope 1 & 2 emissions by 2040 and Net Zero Scope 3 emissions by 2050; also set 3-year targets FY2022-24 for GHG, waste, water and renewable electricity Examples ofhow we knowthe controls are working effectively – SSE Committee meets four times a year to reviewprogress – Progress on environmental metrics – All divisions engaged in product areas that support environmental performance of, and through, customers – Strong scores for safety and ethical matters in the My Say employee survey 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 49 ![]() 3.TECHNOLOGY – Technology disruption by existing or future competitor RISK OWNER Divisional Presidents TREND — 4.PEOPLE – Ability to attract and retain people RISK OWNER Chief People Officer TREND Differentiated products and services are critical to our success. We may be unable to maintain technological differentiation;to meetcustomers’ existing needs or anticipate emerging demand trends; and may face disruptive innovation by a competitor. This could affect our strategy or business model through a material adverse effect on revenue, revenuegrowth or profit margin; erosion of ourreputation as atechnology leader in our markets; and our ability to attract and retain talent. How thiscould impact our strategy or business model – Material adverse effect on margin and profitable growth – Erosion of our reputation as a leader in our markets and of our ability to attract and retain talent Examples of how we manage this risk – Proactive repositioning of the portfolio around the most attractive markets where we can sustainably hold a top three position based ontechnology leadership – Diversified technology portfolio serving a range of sectors and geographies, mitigating exposure to any one sector or area – Continuing and smarter investment in R&D (FY2022: 4.2% of Group revenue, FY2021: 3.9%) – Focus on building a culture of innovation with a long-range technology roadmap for eachdivision – Focus on next generation and transformational initiatives – New Product Introduction (NPI) process operating across divisions to accelerate projects – Gross Vitality as a KPI – Robust intellectual property (IP) protection via patents and other protections, and litigation where appropriate Examples ofhow we knowthe controls are working effectively – New product development progress is reviewed by the SSE Committee and is part of our internal performance indicator tracking system – Adherence to NPI process is audited and embedded in systems with monthly ‘pipeline’overview provided by divisions – Technology roadmap is part of the Group strategic cycle People are ouronly trulysustainable source of competitive advantage and competition for keyskills is intense,especially aroundscience, technology, engineering andmathematics (STEM) disciplines. We may not be successful in attracting, retaining, developing, engaging and inspiring the right people with the right skills to achieve our growth ambitions. How thiscould impact our strategy or business model – Inability to attract key talent leading to a loss of competitive advantage – Difficulty in retaining personnel, at all levels of the organisation, leading to a loss of competitive advantage – In acquisitions, losingkey personnel from the newly-acquired business which may significantly impact performance and value Examples of how we manage this risk – Remuneration regularly evaluated against market trends – Focus on Smiths Leadership Behaviours – Introduction of technical engineering communities, technical career ladder, and early career programme – Targeted talent and succession planning strategy – Focus on onboarding and initial experience improvement – Increase internal talent mobility – Structured assessment, development, and reward programme – Diversity and inclusion initiatives Examples ofhow we knowthe controls are working effectively – Formal and informal measures of culture, for example regular engagement surveys with follow-up action planning – Remuneration & People Committee tracks key people metrics 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 50 ![]() 5.BUSINESS CONTINUITY – Business disruption to supply chain or operations RISK OWNER Divisional Presidents TREND 6. ECONOMY AND GEOPOLITICS – Impact of economic and geopolitical environment RISK OWNER Chief Financial Officer TREND Major disruption tothe Group’s operations can result in failure to meet our customer needs. Timely, efficient supply ofraw materials and purchased components is critical to ourability to deliver toour customers. Manufacturing and supply chaincontinuity is exposed to external events thatcould have significant adverse consequences, including natural catastrophes, civil or political unrest, changes in regulatory conditions, terrorist attacks and disease pandemics – this applies to our own manufacturing sites and those of our keycomponent suppliers. How thiscould impact our strategy or business model – Inability todeliver products/solutions to customers, impacting financial performance andreputation Examples of how we manage this risk – Smiths Excellence System operating model delivers increased focus on resilient and cost-effective supply – Business continuity and disaster recovery plans in place and tested for critical locations – Regular evaluation of key sites for a range of risk factors using externally benchmarked assessments – risk reduction measures for critical products and dual manufacturing capabilities – Mitigation plans forsole source suppliers, sub-contractors and service providers developed and deployed by divisions to include qualification of alternative sources of supply where appropriate – Property damage andbusiness interruption insurance Examples ofhow we knowthe controls are working effectively – Business continuity plans tested annually – Risk mitigationplans reviewed and reported by divisions – Business interruption risk surveys completed by an external provider for key operational sites – Insurance requirements driven by the risk appetite of the Group and divisions are validated at least annually The world is experiencing widespread global inflation and severe inflation inenergy markets. The Russian invasion of Ukraine has resulted in new trade sanctions and introduced additional supply and pricing uncertainties to tight energy and commodity markets. China’s approach to managing COVID-19 is further contributing to rising costs and disrupted supply chains. Central banks globally are raising rates in order to curb inflation. Smiths faces the risk of rising labour, material, and transportation costs which it may not be able to pass on through pricing. In addition, as central banks take action to curtail inflation, there is a risk of a regional or global recession which would pressure our revenuegrowth and profitability. Geopolitical tensionsand trading bloc formation may further impact the free movement of capital, goods, and people and add volatility to our supplychains or constrain our market opportunities. How thiscould impact our strategy or business model – Significant and prolonged reduction in global demand for our products – Geopolitical tensions relating to Russia, China, India, and the Middle East adversely impact trade – Adverse impact on business performance due to the imposition of tariffs – Governments continue to look for ways to improve tax revenues to ease fiscal budget pressures Examples of how we manage this risk – Diversified portfolio of businesses which mitigates exposure to any one country or sector – Geographic spread which mitigates the impact of trade barriers between regions – Divisions monitor orderflows and other leading indicators so that they may respond quickly to deteriorating trading conditions and tariffs/barriers to free trade – Representation of our interests by the Group Corporate Affairs team – Network of trade compliance officers across the Group who monitor upcoming changes in regulation and oversee import and export activities Examples ofhow we knowthe controls are working effectively – Cost and price inflation are tracked and actively managed monthly – Order tracking reported and monitored – Business indicators reported weekly 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 51 ![]() 7.COMMERCIAL – Loss of focus on customers and not competing in the right markets RISK OWNER Divisional Presidents TREND — 8.PRODUCT QUALITY – Failure of product causes serious harm to people/property RISK OWNER Divisional Presidents TREND — Our markets are evolving at a fast pace, creating potential forcustomers to changetheir business models as they look to deliver products and services at higherquality,with better service and at lower cost. Failure of the Group to keep pace with customer changes/requirements (innovation, go-to-market strategies) could have a materially adverse impact on Groupperformance. A significant proportion ofour revenue comes from the US and European markets, with a notable proportion comingfrom governments. In addition to geographical markets, there is a risk that we do not focus on attractive sectors where we have, or couldhave, asustainable position. The Group’s growth strategy is expanding our operations in developing/higher-growth markets – particularly markets that areunderserved in Asia Pacific. How thiscould impact our strategy or business model – Failure to develop other markets and geographies impacts strategic progress and financial performance – Significant disruption to government budgets results in fewer contracts being awarded to Smiths, impacting financial performance – Loss of market share and adverse impact on Group results Examples of how we manage this risk – New product innovation feedback through market research and direct feedback from existing and potential customers – A diversified portfolio of businesses mitigates exposure to any one country, sector orcustomer – Growth strategy which places emphasis on expanding operations inhigher-growth markets and regions which are currently underserved, including Asia – Strategic process to capture continuing opportunities in current and adjacent markets – Government relations function which collaborates withcolleagues across the Group to advise on developments Examples ofhow we knowthe controls are working effectively – Strategic review process; divisional deep dives – Customer input gathered on a frequent basis – Strong and long-term customer relationships provide assurance – Managing Director councils established in India and China The mission-critical nature of manyof our products, services and solutions makes the potential consequences offailure more serious than forother businesses. Inthe ordinary course of business, we are potentially subject to material product liability claims and lawsuits, including potential class actions, from customers or third parties. Internal risks can originate from inadequacies or insufficiencies inprocesses for procurement ofmaterials and components, change control, manufacturing, internal quality systems, adaptation to changingindustry regulations, and systems maintenanceand compliance. External risks can result from failure to manageproduct certification and compliance, inspections and audits orchallenges to product registrations or certifications, which can lead to inability to bid for business and/or sell products and ultimately regulatory action and fines. How thiscould impact our strategy or business model – One of our businesses or Smiths, as a whole, has its reputation damaged leading to a loss of customers/future business – Material harm caused to people or property and/or business interruption forcustomers due to quality issues, design defects, manufacturing failures, component failures, etc results in reputational damage, loss of business and higher costs beyond (costed in) warranty claims – Contractual claims for penalties, indemnities, and damages and also product liability claims arising from end-users and other affected third parties (potentially largeclass) Examples of how we manage this risk – Divisional quality risk assessments that address product failures, product performance, product safety,product compliance, regulatory compliance, and market authorisation – Quality assurance processes embedded in manufacturing locations for critical equipment, supporting compliance with customer requirements and industry regulations – Quality development and quality integration built into new product development processes – Risk analysis and mitigation processes relating toproduct cyber resilience embeddedin the productlifecycle process. Proactive steps taken to ensure product cyber related risks are continually monitored and managed – Insurance cover for product liability and other related risks such as aviation grounding – Insurance and Legal teams partner to ensure contracts (and supplier flow downs) cover insurance issues and claims are notified – Contracting and litigation managed under the oversight of theGroup General Counsel with regular reporting to Executive Committee and Board Examples ofhow we knowthe controls are working effectively – Quality measures (e.g. defective parts per million (DPPM) and cost of poor quality (COPQ)) are measured and action plans put in place to drive their improvement – these are regularly reported – Group and divisional governance frameworks (including Delegationof Authority) ensure a close working relationship between legal and commercial teams (including quality) to manage risks – Fewer quality issues at launch of new products 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 52 ![]() 9.CYBER SECURITY – Impact of enterprise or product cyber event RISK OWNER Chief Financial Officer TREND — 10.LEGAL AND COMPLIANCE – Significant ethical breach or failing to meet contractual obligations RISK OWNER Group General Counsel TREND — Cyber attacks seeking to compromise the confidentiality,integrity and availability of IT systems and the data held on them are a continuing risk. We operate in markets and product areas which are known to be of interest to cyber criminals. Digitalisation and increased interconnectivity ofour products intensify the risk and thenumber of areas underpotential attack. How thiscould impact our strategy or business model – Compromised confidentiality, integrity and availability of our assets resulting from a cyber attack, impacting our ability to deliver to customers and, ultimately, financial performance andreputation – Exposure to significant losses in the event of a cyber security breach, particularly relating to our security products. These include not only customer losses, but also those of a potentially large class of third parties Examples of how we manage this risk – Board oversight of the approach to mitigating cyber risk – Proactive focus oninformation and cyber security risks supported by a strong governance framework – Group-wide assessment of critical information assets and protection to enhance security – Information Security Awareness programme – Security monitoring to provide early detection of hostile activity on Smiths networks and an incident managementprocess – Partnership and monitoring arrangements in place with critical third parties, including communications service providers – Cyber risk analysis and mitigation processes embeddedin the productlifecycle process to increase resilience Examples ofhow we knowthe controls are working effectively – Formal reviews with the Executive Committee and the Board – Vulnerability scanning/event reporting – External reviews of vulnerability controls – Mandatory staff training – Compliance with recognised standards We have more than 14,700 colleagues in more than 50 countries. Individuals may not all behave in accordance with the Group’s Values and in accordance with ethical and legal requirements. Weoperate withinincreasingly complexlegal regimes, often inhighly regulated markets and with governments, customers and suppliers requiring strict adherence to laws. We may fail to deliver contracted products and services or fail in our contractual execution due to delays or breaches by our suppliers orother counterparties. How thiscould impact our strategy or business model – Ethics or compliance breach causes harm to ourreputation, financial performance, customer relationships and our ability to attract and retain talent – Failure tocomply with trade compliance (import and export) leads to significant fines and/or delays procurement orsupplies – Failure to meet strict conditions within government contracts, particularly in the US, could prevent us bidding for contracts or have other serious financial and reputational consequences – Breach of contract resulting in significant expenses due to disputes and claims, loss of customers, damage to our reputation with other customers/prospective customers, and loss of revenue and profit due to higher costs, liquidated damages or other penalties – Contracts, particularly those with governments, may include terms thatprovide for unlimited liabilities, including for loss of profits, IP indemnities, perpetual warranties or allowing the counterparty to cancel, modify or terminate unilaterally and seek alternative sources of supply at our expense Examples of how we manage this risk – Ethics and Compliance team run a proactive programmatic approach, areas of which are at different stages of maturity including: – Managing an independent ‘Speak Out’ reporting line and investigations process with communications encouraging the reporting of ethics violations (includes ability to report anonymously and a non- retaliation policy) – Anti-bribery and anti-corruption and other mandatory training for all employees on- line and in person training with process for monitoring andreportingcompliance – Policies and process to mitigate risks including policies and procedures to mitigate distributor and agent-related risks, including due diligence, contractual controls and internal approvals – Anti-trust training programmes and guidance and dawn raid processes – Modern Slavery and Transparency Statement and procedures to reduce the risk of modern slavery within the Group and our supplychain – Network of trade compliance officers across the Group who monitor upcoming changes in regulation and oversee import and export activities – Monitoring and acting onupcoming legislative changes – Multi-functional programme for General Data Protection Regulation (GDPR) compliance Examples ofhow we knowthe controls are working effectively – Multiple sources to assess culture including My Say results, ‘Speak Out’ reports, Ethics Pulse surveys, internal audit findings, exit interviews and ethics questions in performance reviews – Monitoring and reporting on compliancewith ethics and compliance policies, on training statistics, on investigations, on results of the Ethics Pulse metrics (Executive Committee and Audit & Risk Committee oversight) – Divisional legal teams embedded in the business, working cross-functionally throughout the contract lifecycle, contract risk tool rolled out in three divisions and used to assess mitigation of risk through contract negotiations 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 53 ![]() The Directors have determined that a three-year period to 31 July 2025 is an appropriate timeframe for the viability assessment. The selected period is considered to be appropriate as, based on the historical performance of the Group, a three-year outlook represents an optimum balance of long-term projection and acceptable forecasting accuracy. The three-year viability assessment timeframe also takes into account considerations such as the maturity of the Group’s borrowing facilities and the cyclicality of the performance of the Group’s underlying markets. In making this viability assessment, the Directors have considered the current financial position and prospects of the Group, including the current year business performance, the detailed operating plan for 2023 and forecasts for 2024 and 2025. Against these financial projections, the Directors took into account the principal risks (as outlined on pages 48 to 53) to develop a set of plausible scenarios (as set out overleaf) with potentially high- impact outcomes. In addition to the scenario specific assumptions (detailed overleaf) the principal assumptions for this three-year viability assessment are as follows: – FY2023 forecasts are based on the detailed operating plan reflecting the actual FY2022 performance – FY2024 and FY2025 are based on forecast percentage growth rates from the FY2023 forecast – The severe but plausible downside scenario for the recurrence of COVID-19 disruption has been modelled assuming a significant decline indemand and supplychain disruption (as outlined in Scenario 1 on page 55) – No mitigating activities such as further restructuring or the access to additional financing have been reflected in the forecast estimates Consideration was then given to the magnitude of the gross risks and their potential impact, directly or indirectly, on the Group’s future performance and liquidity. The assessment included stress testing of the Group’s financial capacity to absorb the impact of such adverse events, either individually or in combination, and what mitigating actions the Group could take to respond to them in order to protect its business. The Directors also considered the Group’s ability to raise additional liquidity. In performing this assessment, the Directors have taken comfort from the diversity of the Group’s businesses across different markets, industries, geographies, products and customers. In order to ensure consistency, the base case used for the three-year viability assessment has also been reconciled against divisional impairment review models. Based on the robust assessment, the Directors confirm that they have a reasonable expectation the Group will remain viable for the period being assessed and will continue to operate and meet its liabilities as they fall due. The Directors have no reason to doubt that the Group will continue in business beyond the period under assessment. The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report on pages 5 to 55. The financial position of the Company, its cash-flows, liquidity position and borrowing facilities are described on pages 15 and 16. In addition, the notes to the financial statements include the Company’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk. The Group has undertaken a detailed going concern review with a severe but plausible downside scenario taking into account everything that has been learnt since March 2020. At 31 July 2022 the net debt of the Group was £150m, a £872m decrease from 31 July 2021. At the end of July, the Group had available cash and short-term deposits of £1,056m. These liquid resources are immediately available with 99% invested with the Group’s global banking partners. The Group’s debt profile shows an average maturity of 2.5 years (from 3.2 years at 31 July 2021), with the next debt maturity being the €600m Eurobond in April 2023. The Group maintains a core US$800m committed revolving credit facility from these banks which matures in November 2024. The facility was undrawn at 31 July 2022 and has not been drawn since its last renewal in November 2017. This facility has an interest cover financial covenant. However, this is not forecast to prevent utilisation at the Group’s discretion if required. The Directors, having made appropriate enquiries, have a reasonable expectation that the Company and the Group have adequate resources to continue in operation for a period of at least 12 months from the date of this Report. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements of the Company and the Group. In accordance with the requirements of the 2018 UK Corporate Governance Code, the Directors have assessed the longer-term prospects of the Group, taking into account its current position and a range of internal and external factors, including the principal risks detailed on pages 47 to 53 (the ‘viability assessment’). ## GOING CONCERN ## AND VIABILITY ## STATEMENT 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 54 ![]() Scenarios modelled Scenarios Link to principal risksScenario-specific assumptions Scenario 1 A global event, such as a significant COVID-19 resurgence lockdown, leads to the enforced closure of key production sites for a 2-3 month period with ongoing supply chain disruption, low customer demand and recessionary circumstances extending into the following year. Business continuity and Economy and geopolitics – 20% fall in revenue across the Group in FY2023 and a 10% fall in FY2024 compared to the base case. – 65% reduction in operating profit in FY2023 due to plant closures, customer and supply chain disruption and a 35% fall in FY2024. – Increased working capital due to stock builds and customer defaults. – No mitigating activities such as restructuring and headcount reductions. Scenario 2 One of John Crane’s mechanical seals is identified as faulty and the cause of an explosion at a major refinery causing the deaths of two staff and significant damage to the plant. John Crane is sued for the costs of repair and restoration of the plant in addition to the consequential losses of plant closure. Product quality – Legal defence costs of £20m per annum plus a one-off payment of £100m in FY2023 in settlement of deceased’s claims. – Legal defence costs of £5m per annum over the review period in relation to agreement of restoration costs. – Restoration costs of £50m spread over the 3-year review period. – Legal defence costs of £25m per annum over the review period in relation to mitigation of consequential loss claims. – One-off payment of £250m payable in FY2023 in settlement of the losses claim. – Insurance claim rejected. Scenario 3 Following a product cyber-attack, a terrorism related incident occurs at a US airport. As a consequence, the US Government revokes Smiths Detection’s licence. Sales of Detection’s products to the US military and all other governmental contracts have been banned and due to the reputational damage, the impact of the ban will spread to other divisions. Cyber security – Immediate loss of all US based Government contracts within Smiths Detection. – 25% fall in other Smiths Detection revenue over FY2023. – Loss of 50% of Interconnect’s North America revenue. – Legal defence costs of £10m per annum. – £100m fine levied by US Government for security breach. – £50m compensation paid to US Government in FY2023 in respect of previous products purchased that may have security flaws. – Insurance claim under product liability is not met or delayed outside of the review period. Scenario 4 Smiths Detection are found guilty of bribing government officials in Asian countries in order to land significant contracts. This damages the Group’s reputation and leads to worldwide regulators imposing significant sanctions on the Group. Legal and compliance – Regulatory fines globally amounting to £100m. – Loss of all future revenue in both China and Japan. – 10% sales erosion in Detection’s USA and EMEA markets due to reputationaldamage. – £50m of severance costs incurred. – 10% fall in revenue within other Smiths businesses due to the reputational impact. Scenario 5 A major fire at the John Crane plant in Czech Republic renders the facility unusable, causing severe disruption to production. Business continuity – Loss of six months EMEA revenue and margin in FY2023. – 20% reduction in future (FY2024 and FY2025) EMEA revenue due to loss in market shares and competitiveness. – Breach of supply contracts leading to legal defence costs of £20m per annum plus a one-off settlement of £50m in FY2023. – Refurbishment and repair costs of £50m in Czech Republic (net of insurance claims). – Costs of increasing capacity at other John Crane sites incurs an additional £50m of cost. – Capital expenditure on replacement equipment in Czech Republic of £10m (net of insurance claims). Scenario 6 Combination of scenarios 2 and 3. Product quality and Cyber security As above. The Strategic Report was approved by the Board on 22 September 2022. By order of the Board Paul Keel CHIEF EXECUTIVE OFFICER 01OVERVIEW 02STRATEGICREPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 55 ![]() I am pleased to introduce our Corporate Governance Report, in which we describe our governance arrangements, the operation of the Board and its Committees, and how the Board discharged its responsibilities during the year. Following the COVID-19 disruption that so many of us suffered, this year we returned to face-to-face Board and Committee meetings and have had the opportunity to engage with and hear from many of our colleagues in person. This included a Board visit to our Flex-Tek operation in Portland, Tennessee. There is no substitute for meeting people to recognise the challenges they face, the aspirations they hold and the culture within which they operate. Understanding key components like these help the Board support a healthy business. It was also good to see, and for me to personally meet with, some of our shareholders at our Capital Markets event and the AGM last November. The Board took some critical strategic decisions during the year, including the decision to sell Smiths Medical to ICU Medical, Inc. The transaction completed in January, and we wish our former Smiths Medical colleagues every success moving forward. More information can be found on page 61. Board succession planning has also been a key focus this year. The Board made the decision to appoint Clare Scherrer as Chief Financial Officer in April, and to appoint Richard Howes as an independent Non- executive Director in September 2022. The Board now comprises six males and five females, two Directors from historically under-represented ethnic groups and seven with a birthplace or background outside the UK. More information can be found in the Nomination & Governance Committee Report on page 66. For a Group such as Smiths, with a diverse workforce and a wide geographic spread, that diversity is crucial, but it is equally important that the Directors are capable and suitably experienced individuals. The biographies of our Directors can be found on pages 58 and 59. Having a strong governance framework that supports the Group’s long-term strategic goals is critical if we are to support the business and enhance the interests of all our stakeholders for the future. The Board continually keeps its governance arrangements under review. During the year the Board agreed to the formal constitution of three new Committees: the Science, Sustainability & Excellence Committee; the Remuneration & People Committee;and the Finance Committee which each evolved from the previous Remuneration and Transaction Committeesrespectively. These new Committees allow for greater oversight in the areas of innovation, sustainability, people and financial agility to help better support the Smiths Value Engine, that connects our Purpose, our strengths and our priorities of Growth, Execution and People. Finally, I would like to thank the Smiths workforce and my fellow Directors for their work on shareholders’ behalf this year. In particular, I would like to thank Tanya Fratto who will be retiring from the Board at the conclusion of the 2022 AGM. During her tenure, Tanya has provided an invaluable contribution to the Company and I would like to thank her for her wise counsel and humour along the way. On behalf of the Board, I would also like to thank John Shipsey for his service to Smiths as Chief Financial Officer until April this year. I hope you find the following report interesting, and, along with my fellow Committee Chairs, I would be happy to discuss any of the content at our upcoming AGM. Sir George W. Buckley CHAIRMAN #### 03 Governance 56-92 UK Corporate Governance Code Compliance In FY2022, and at the date of this report, the Company applied the Principles and complied with all Provisions of the UK Corporate Governance Code (the Code) in full, as explained throughout this Report. A copy of the Code is available from the Financial Reporting Council’s website atfrc.org.uk. Further information on compliance with the Code can be found as follows: Board Leadership and Company Purpose57 Division of responsibilities62 Evaluation, composition and succession64 Audit, risk and internal control69 Remuneration 75 ## CHAIRMAN’S ## INTRODUCTION 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 56 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() The primary role of the Board is to lead Smiths in a way that ensures its long-term success. The Board is responsible for approving Group strategy and for overseeing its implementation. Subject to applicable legislation and regulation and the Articles of Association, the Directors may exercise all powers of the Company. The Board exercises oversight of our Company and in doing so ensures that the strategy is consistent with our Purpose and is delivered in line with our Values. In support of protecting and growing stakeholder value the Board continually monitors the internal controls, risk management and viability of the Company, as well as considering the views of stakeholders. The Board has approved a governance framework of systems and controls to effectively discharge its collective responsibility. The framework includes the delegationof specific authorities to the Board’s five Committees, as set out below. The Terms of Reference for these Committees, which were reviewed during the year, can be found on our website www.smiths.com. BOARD COMMITTEES BOARD #### Governance model Nomination & Governance Committee Audit & Risk Committee Remuneration & People Committee Science, Sustainability & Excellence Committee Finance Committee EXECUTIVE MANAGEMENT COMMITTEES Executive Committee Assists the Chief Executive Officer in discharging his responsibilities and is collectively responsible for implementing strategy, ensuring consistent execution and embedding the culture and Values. Investment Committee Assesses high-value and high-risk proposals, capital expenditure, asset disposal and special revenue expenditure projects which require Chief Executive Officer or Board approval. Disclosure Committee Advises the Chief Executive Officer and the Board on the identification ofinside information, and the timing and method of its disclosure. Reviews and makes recommendations tothe Board on the structure, size and composition of the Board and its Committees. It also leads the process for Director appointments and Director and seniormanagement succession planning. Oversees the ongoing suitability of the Group’sgovernance framework. Ensures the integrity of the Group’s financial reporting and audit processes, and the maintenanceof sound internal control and risk managementsystems, including oversight ofthe internal audit function and the Group’s ethics and compliance activities. Manages the relationship with the external auditor, including making recommendations tothe Board and shareholders in relation tothe appointment and re-appointment of the external auditor. Responsible for the Group’s Directors’ Remuneration Policy and reviews and oversees the Group’s remuneration strategy for the Executive Directors and senior management. Oversees, on behalf of the Board, the implementation of the People strategy for the Group, including the Group’s approach to diversity, equity and inclusion. Oversees the Group’s culture and approach to science, sustainability and excellence (SSE). This includes reviewing the scientific and technology strategy, innovation, research and development; overseeing the Group’s sustainability strategy; overseeing the Smiths Excellence System;and reviewing and determining SSE targets, metrics and KPIs relating to remuneration. Oversees and provides agility to the Group’s approach to capital managementincluding sources and uses of cash, portfolio activity, changes to capital structure and budgetary planning. This Committee evolved from the Transaction Committee which previously focused on supporting the Smiths Medical sale. READ MORE Committee Report P 69 READ MORE Committee Report P 75 READ MORE Committee Report P 89 SEE MORE www.smiths.com READ MORE Committee Report P 66 BOARD LEADERSHIP AND COMPANY PURPOSE ## ROLE OF ## THE BOARD 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 57 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() #### Sir George Buckley Chairman Appointed: 1 August 2013 N RSFI Skills and experience: Sir George has extensive experience of large, multi- industry businesses operating in global markets and has had a long career in engineering and innovation. As Chairman, Sir George ensures effective communication with key stakeholders and that the Board provides strong leadership and guidance for the executive management team. During the year, Sir George provided invaluable leadership on the sale of Smiths Medical alongside his support of the Finance Committee. He holds a PhD in Electrical Engineering. Career experience: Sir George has held previous roles of Chairman and CEO at 3M Company, a US based global technology company and Dow Jones 30 component, Chairman and CEO of Brunswick Corporation and Chief Technology Officer for appliances, motors and controls at Emerson Electric Company. Sir George also brings non-executive experience to the Board, having served as Non-executive Director at PepsiCo Inc. and Hitachi Limited, and as Chairman of Stanley Black & Decker, Inc. #### Paul Keel Chief Executive Officer Appointed: 25 May 2021 Skills and experience: Paul has a strong track record of delivering results in innovation-led and diversified global industrial technology businesses. His international experience positions him well to allow Smiths to deliver on its significant potential. He is a graduate of Carleton College and Harvard Business School. Career experience: Prior to joining Smiths Paul worked at 3M Company between 2004 and 2020, within the US and UK. During this period, he led a number of global businesses including the $5bn revenue Consumer Business Group and several industrial businesses ranging in size from $400m in revenue to over $1bn. He also led a number of enterprise functions including Manufacturing and Supply Chain, Marketing and Sales, Strategy and Business Development. In the short period between 3M and Smiths, Paul completed avariety of consulting projects. Paul’s other experience includes roles of increasing responsibility at General Electric, McKinsey & Company and General Mills. #### Clare Scherrer Chief Financial Officer Appointed: 29 April 2022. Clare will stand for election at the 2022 AGM Skills and experience: Clare has extensive experience working with and advising a broad range of industrial companies around the globe. She has particularly relevant experience in the sectors in which Smiths has strong positions, including energy, safety & security and aerospace. She holds a BA from Harvard University and an MBA from the Harvard Business School. Career experience: Clare joined Smiths from Goldman Sachs where she spent more than 25 years, and was a Partner for more than a decade, and most recently Co-Head of the Global Industrials business. Prior to joining Smiths, Clare had been a close adviser to the Group for a number of years, including having advised on the sale of Smiths Medical as well as having contributed to the development ofthe strategy announced at theNovember 2021 Capital Markets event. Prior to Goldman Sachs, Clare was a consultant at McKinsey & Company. #### Pam Cheng Non-executive Director Appointed: 1 March 2020 ANRSI Skills and experience: Pam’s experience in the areas of R&D, manufacturing, sales and marketing, commercial operations, supply chainmanagement and technology gained within large global businesses in strategically important regions for Smiths, further strengthens the Board’sdiscussions on embedding world class operations. Pam holds a Bachelor of Science and a Master’s degree in Chemical Engineering from Stevens Institute of Technology, New Jersey and an MBA in Marketing from Pace University, New York,USA. Career experience: Pam is Executive Vice-President, Operations and Information Technology at AstraZeneca plc, a multinational pharmaceutical and biopharmaceutical company. Prior to joining AstraZeneca in 2015, Pam was President of MSD (Merck & Co., Inc.) in China. Pam has also previously held various engineering and project management positions at Universal Oil Products, UnionCarbide Corporation and GAF Chemicals. #### Dame Ann Dowling Non-executive Director Appointed:19 September 2018 ANR S I Skills and experience: Dame Ann’s contribution to engineering research is internationally recognised, and her knowledge and background offer a different perspective to Board discussions, particularly as they relate to engineering, innovation and sustainability. Dame Ann has a degree in Mathematics and a PhD inEngineering. Career experience: Dame Ann has had a distinguished academic career and is currently a Deputy Vice Chancellor and an Emeritus Professor of Mechanical Engineering at the University of Cambridge, where she served as Head of Engineering for five years until 2014. She served as the President and Chairman of Trustees of the Royal Academy of Engineering from 2014 to 2019 and as a Non-executive Director of BP plc from 2012 until May 2021, where she was a member of the Safety and Sustainability Committee. TanyaFratto Non-executive Director Appointed: 1 July 2012. Tanya will retire from the Board at the conclusion of the 2022 AGM ANRI Skills and experience: In addition to her experience in manufacturing and operations, Tanya brings insight into product innovation, sales and marketing across a range of sectors and an extensive knowledge of operating in the US, to Board discussions. As one of the longest serving members of the Board, she has a deep knowledge of the Group. She is a qualified electrical engineer and has a BSc in Electrical Engineering. Career experience: Tanya has had a successful career running businesses over 20 years with General Electric Corporation, a multinational conglomerate. Prior to joining the Smiths Board, she was the CEO of Diamond Innovations Inc, a manufacturer of industrial diamonds. Tanya also served as a non-executive director on the Board of Mondi plc from 2017 to May 2022. Other significant appointments: Non-Executive Director ofAdvanced Drainage Systems, Inc. and Ashtead Group plc. A Audit & Risk Committee R Remuneration &People Committee F Finance Committee Committee Chair N Nomination &Governance Committee S Science, Sustainability & Excellence Committee I Independent Director or in the Chairman’s case independent on appointment Key BOARD BIOGRAPHIES 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 58 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() #### Karin Hoeing Non-executive Director Appointed: 2 April 2020 NRSI Skills and experience: Karin brings current executive experience of oil & gas, defence, security, and aerospace to the Board gained from a range of roles at large multinational groups. Karin has also provided valuable assistance and advice in executive and non-executive succession planning and ESG and sustainability matters. Karin holds aDiploma Geophysics (MSc Geophysics) from the University of Hamburg, Germany. Career experience: Karin is Group ESG, Culture and Business Transformation Director at BAE Systems plc. Prior to joining BAE she led one of the major international business divisions at Schlumberger,a multinational oilservices company. Karin spent 20 years at Schlumberger, where she held anumber of senior HR, marketing, technology and line management leadership positions across Europe, the Middle East and Asia. #### Richard Howes Non-executive Director Appointed: 1 September 2022. Richard will stand for appointment at the 2022 AGM ANRI Skills and experience: Richard’s background in senior financial positions at large listed companies in a variety of sectors brings valuable insight to the Board’s discussions. Richard holds a BSc in Geography from Loughborough University and is a Fellow of the ICAEW. Career experience: Richard is Chief Financial Officer of Bunzl plc, the specialist international distribution and services Group. Richard qualified as a Charted Accountant with Ernst & Young before moving to the investment bank Dresdner Kleinwort Benson. Prior to joining Bunzl in 2019, Richard held CFO positions atvarious multinationalbusinesses includingInchcape plc, Coats Group plc and Bakkavor plc. #### Bill Seeger Senior Independent Director Appointed: 12 May 2014 AN RF I Skills and experience: Bill has had a long and successful career in finance in the engineering sector, gaining an in-depth knowledge of global markets. Bill’s extensive experience in global engineering businesses supports the Board’s robust decision-making. Bill has a BA in economics and an MBA. Career experience: Bill was appointed Chair of the Remuneration & People Committee on 1 July 2018, and as Senior Independent Director at the 2018 AGM. Bill has been Chair of the Finance Committee since it was formalised in November 2021. With effect from 1 February 2022 Bill was appointed to the Board of ICU Medical, Inc. in accordance with the terms of the shareholders agreement entered into with the sale of Smiths Medical. He is also a member of ICU’s Audit and Compliance Committee. Bill was Group Finance Director at GKN plc, a global engineering group, until his retirement in 2014. At GKN he also held the roles of CEO of the Propulsion Systems Division and CFO of the Aerospace Division. Prior to that, Bill spent 30 years at TRW, a US-based automotive and aerospace group, where he held various senior finance positions. Other significant appointments: Senior Independent Director at Spectris plc and Lecturer at UCLA Anderson School of Management. #### Mark Seligman Non-executive Director Appointed: 16 May 2016 A NRFI Skills and experience: Mark’s extensive experience in corporate finance and capital markets supports Board discussion of the Group’s portfolio management and strategy. He provided significant counsel during the sale of Smiths Medical through his support of the Transaction and now Finance Committee. Mark also brings non-executive experience to the Board, having served as senior independent director and audit committee chairman at several FTSE100 companies. Mark is a Chartered Accountant and has an MA in philosophy, politics and economics. Career experience: Mark is a former senior investment banker and during his executive career he held various roles at Credit Suisse, including Chairman of UK Investment Banking. Mark served as a non-executive director on the Board of Kingfisher plc from 2012 to January 2021. Other significant appointments: Senior Independent Director atNatWest Group plc and Alternate member at Panel on Takeovers and Mergers for the Association for Financial Markets in Europe. #### Noel Tata Non-executive Director Appointed: 1 January 2017 ANRI Skills and experience: Noel has had a successful career in global business. He has extensive experience of the high-growth economies which are key markets for our growth strategy and has been invaluable in developing key strategic relationships in Asia since joining the Board. Noel has a BA in Economics. Career experience: Noel was the Managing Director of Tata International Limited (TIL), a global trading and distribution company and a trading arm of the Tata Group, a privatelyowned multinational holding company. Under the terms of the Tata Group governance guidelines, he retired from the position of Managing Director on 12 November 2021. He was thereafter re- appointed as a Director and Non-Executive Chairman of TIL with effect from 15 November 2021. Other significant appointments: Each of the following companies forms part of the Tata Group: Non-independent Non-executive Chairman at Tata Investment Corporation, Trent Ltd and Voltas Ltd. Non-independent Non- executive Vice Chairman at Tata Steel Limited and Titan Company Ltd. #### Matthew Whyte Company Secretary Appointed: 1 August 2021 Skills and experience: Matthew is a Chartered Company Secretary and a Fellow of The Chartered Governance Institute UK and Ireland. Matthew joined Smiths in 2017 having previously gained governance and legal experience in senior roles in large multinational listed groups in a variety of sectors, most recently at Schroders plc and Rio Tinto plc. A Audit & Risk Committee R Remuneration &People Committee F Finance Committee Committee Chair N Nomination &Governance Committee S Science, Sustainability & Excellence Committee I Independent Director or in the Chairman’s case independent on appointment Key READ MORE The biographies of the Executive Committee members can be found on our website. Other Directors who served during FY2022 John Shipsey stepped down from the Board and as Chief Financial Officer in April 2022. His biography can be found in our FY2021 Annual Report. 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 59 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() During FY2022, the Directors continued to provide oversight, challenge and guidance on a broad range of topics. This included the development and implementation of the Group’s strategic objectives, culture and operational performance. The key areas of focus for the Board during the year are set out below. #### Purpose – Ensured that our focus on strategy and business decisions aligned with our Purpose #### Strategy – Reaffirmed the Group strategy, including the Smiths Value Engine and focus on our three priorities of Growth, Execution and People – Endorsed the refreshed divisional strategies and implementation of the new in-market operating model for China – Completed deep-dives on the implementationof each division’s strategy providing constructive feedback and guidance – Ensured stakeholder considerations were embedded in discussions and decision-making through enhanced reporting from each of the divisions – Approved a new sustainability strategy – Agreed the sale of Smiths Medical to ICU Medical, Inc (ICU) and the subsequent £742m share buyback programme – Supported the relaunch of the Smiths Excellence System (SES) – Discussed and considered opportunities for inorganic growth #### People, Values and culture – Approved a workforce engagement strategy where individual Non- executive Directors have been allocated divisional or functional and geographic areas of responsibility in order to reflect the global nature of our business and international composition of our Board. The Senior Independent Director is the designated Non-executive Director responsible for workforce engagement and oversees this activity – Received updates from the Non-executive Directors on their workforce engagement activities. This included Dame Ann Dowling’s visits to the Smiths Detection Hemel Hempstead site and to a Service Team on-site at a large customer; Pam Cheng’s visits to the Flex-Tek Tutco and Gastite operations; Mark Seligman’s visit to the Qualification and Test laboratory at Interconnect’s Dundee site; and Bill Seeger and Karin Hoeing’s attendance at colleague meetings about Ethics and Compliance and ESG – Conducted one-on-one and group online meetings between Directors and employees during the COVID-19 pandemic. This ensured that Directors stayed in touch with the Group’s employees given that many were working from home – Received a report from the new Chief People Officer on her key observations since joining the Company and priorities for the new People strategy – Supported the Executive Committee in the launch of the new Smiths Leadership Behaviours to guide how we want our people to act in support of our culture – Oversight of the Assessment, Develop and Reward Project to align key elements of Smiths HR processes with the three priorities of Growth, Execution and People – Received regular updates on employee engagement, the Group’s pension arrangements and health and safety #### Succession and leadership – Focused on Board succession planning and key roles within the business – Approved the appointment of a new Chief Financial Officer and Non-executive Director – Approved changes to the Executive Committee, including the appointment of seven new members – Reviewed senior management succession plans and the talent pipeline across the Group ## BOARD ## ACTIVITY 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 60 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() #### Finance – Considered business performance through a series of divisional deep-dives at Board meetings – Reviewed and approved the Group’s results announcements and the FY2021 Annual Report – Supported the de-risking of the TI Group Pension Scheme by way of a £640m bulk annuity buy-in. The Board considered and declined the request from the SI Pension Scheme Trustees to pay enhanced member benefits – Approved the final dividend for FY2021 and the FY2022 interim dividend – Considered the feedback from stakeholders on the Capital Markets event held in November 2021 – Other key matters considered by the Audit & Risk Committee are set out on pages 71 and 72 #### Governance and risk – Received updates on our principal risks – Ongoing oversight of our internal controls in order to ensure an effective control environment – Continued monitoring of risk management and internal controls by the Audit & Risk Committee, including deep-dives from the divisions on supply chain and product quality – Approved and provided oversight of the Ethics and Compliance annual work programme – Ongoing consideration of the Group’scompliance with the Code and related activities – Undertook an internal Board evaluation to review the effectiveness of the Board and its Committees, which included discussing the progress made from the previous year’s evaluation andagreeing actions for thenext financial year. See pages 64 and 65 – Approved the establishment of the Science, Sustainability & Excellence Committee and the evolution of the Remuneration & People Committee and the Finance Committee – Established a forward agenda focused on strategy and a deep- dive programme to ensure regular reviews of key areas of focus #### Principal decisions Having an effective and diverse Board has enabled high quality discussions ahead of executing several key decisions during the year. The Board engages with stakeholders where relevant and takes their interests into account when making decisions. Below are examples of the principal decisions taken during the year. Further examples of how stakeholder views have been considered in the boardroom can be found on pages 41 to 44. #### Sale of Smiths Medical to ICU Smiths Medical was sold to ICU on 6 January 2022. However, the separation of Smiths Medical had been a key focus of the Board since 2018. The Board had determined that the separation of Smiths Medical would enable Smiths to concentrate on growing as a leading industrial technology group and enable Smiths Medical to focus on realising its full potential in the medical device market. Stakeholders were a key consideration during the decision-making process. The Board actively engaged with all options to maximise value for all stakeholders and to provide the Company with an enhanced platform for future growth. This led to the Board approving the sale of Smiths Medical to ICU. Another key Board decision was the use of the proceeds once the sale had completed. The Board sought shareholder feedback on the best course of action and determined that the proceeds would be split between investment in growth and a significant return of capital to shareholders through a share buyback programme. More information can be found on the website. #### Reaffirming the Group’s strategy Paul Keel joined the Board in May 2021 as the Group’s Chief Executive Officer. His first objective was to review the Group’s strategy, what was working well and where opportunities existed. In his first six months, Paul visited more than a dozen of Smiths largest operations around the world. To seek feedback he met with some of the Group’s suppliers and customers and Smiths largest investors. Paul reported his findings back to the Board and the new priorities, being accessing growth, improving execution and doing more to inspire and empower our people, were discussed and endorsed by the Board. The Capital Markets event in November 2021 successfully communicated to shareholders and other stakeholders the Group’s strategy, including our ESG priorities and how each of the divisions were accelerating growth and value creation. At the Board’s strategy meeting in May 2022, the Board had the opportunity to review in detail and challenge the refreshed divisional strategies and the new in-market operating model for China. The Board also decided to make several governance enhancements to support the strategy. This included the creation of the Science, Sustainability & Excellence Committee to oversee the Group’s approach to science, sustainability, and excellence, including R&D, commercialisation, and sustainability strategies. As well as the evolution of the Remuneration & People Committee to support the People priority in the Smiths Value Engine. In addition, it was agreed that the Finance Committee would oversee the Group’s sources and uses of cash including its approach to portfolio activity, evolving from the Transaction Committee which focused on supporting the Smiths Medical sale. Finally, to support accelerated growth and deliver on Smiths significant potential, the Board approved a number of changes to the Executive Committee. 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 61 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() The following role specifications set out theclear division of responsibility between executive and non-executive members of the Board, which support the integrity of the Board’s operations. CHAIRMAN – Ensures the Board’s continued effectiveness – Shapes boardroom culture and encourages individual Director engagement – Leads the Board and sets the Board agenda, determining the style and tone of discussions at Board meetings – Leads the annual Board evaluation CHIEF EXECUTIVE OFFICER – Develops and proposes strategy to the Board – Sets and communicates the culture, Values, and behaviours for the Group – Leads the Executive Committee – Manages the day to day operations of the Company – Manages relationships with key stakeholders CHIEF FINANCIAL OFFICER – Supports the Chief Executive Officer in ensuring the development and execution of strategy – Ensures the accuracy and completeness of the Group’s financial statements to ensure they reflect a true and accurate rendition of the Company’s performance – Ensures the Group operates robust risk management and internal control systems to ensure accurate and timely financial and non-financial reporting and ultimately to safeguard stakeholders’interests SENIOR INDEPENDENT DIRECTOR – Supports the Chairman in the delivery of the Board’s objectives – Is available to shareholders if they wish to raise any concerns – Oversees workforce engagement by the Non- executive Directors – Leads the Chair succession process NON-EXECUTIVE DIRECTORS – Provide constructive challenge and strategic guidance to Board and Committee discussions – Oversee management and the business and offer specialist advice – Assess the effectiveness of systems of internal control and risk management COMPANY SECRETARY – Advises the Board on governance matters – Supports the Chairman in the efficient and effective functioning of the Board and its Committees – Ensures the Board receives quality information in a timely manner There is a schedule of matters which are considered significant to Smiths and have therefore been reserved for decisions by the Board. This is due to their strategic, financial, or reputational implications or consequences. The formal schedule can be found on our website. The Chief Executive Officer is responsible for preparing and recommending the strategy and for the day-to-day management of the Company. Executive management implement the Group’s strategy and provide the Chief Executive Officer, and the Board as a whole, with the information they need to make decisions that will determine the long-term success of the Group. At each scheduled Board meeting the Chief Executive Officer and the Chief Financial Officer present separate reports, detailing business performance and progress against strategy. These are supplemented by regular performance updates from the Chief Executive Officer to the Directors between meetings. When appropriate, invitations to Board meetings are extended to divisional presidents, heads of functions and subject matter experts, supporting visibility of talent and executive succession planning. External advisers are invited to attend as necessary. Director attendance at Board and Committee meetings in FY2022 is set out on page 63. To ensure the continued effectiveness of the Board, the Chairman meets the Non-executive Directors without the Executive Directors present after each Board meeting. He also has separate meetings with the Senior Independent Director and the Chairs of the Board Committees on a regular basis and with each of the other Non-executive Directors at least annually. The Senior Independent Director consults with the other Non- executive Directors without the Chairman present at least annually, to assess the performance of the Chairman. DIVISION OF RESPONSIBILITIES ## HOW THE BOARD ## OPERATES 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 62 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() #### Time commitment All Directors must allocate sufficient time to their work in order to discharge their responsibilities effectively. An expected time commitment of 25 days per annum is set out in the Non-executive Director letter of appointment. However, Committee Chairs, the Senior Independent Director and the Chairman commit more time as required. In the normal course of business, Directors are expected to familiarise themselves with business priorities and challenges, prepare for and attend Board and Committee meetings, attend the AGM, engage with stakeholders and participate in the Board evaluation process. Executive Directors are not permitted to take on the chairmanship or more than one non-executive directorship in a FTSE100 company, or any other significant appointment. Any appointment to other directorships are reviewed in advance by the Board for conflicts and time commitment considerations. In FY2022 the Board concluded that the Chairman and the Non-executive Directors devoted sufficient time to fulfil their commitments to Smiths. Particular consideration was given to Noel Tata’s other commitments as he holds a number of Board level positions outside the Group all of which are at Tata Group companies as shown in his biography on page 59. The Board reaffirmed that Noel’s other commitments do not prevent him from committing sufficient time to his work as a Director, as evidenced by his attendance and effective participation at all Board and Committee meetings and ad hoc Board update calls. As a current executive with contacts in higher-growth countries which are a strategic focus for Smiths, he brings valuable and distinct experience to our Board discussions. #### Advice and insurance Our Directors are able to seek independent professional advice at the expense of Smiths to enable them to fulfil their obligations as members of the Board. In addition, the Directors and Officers of Smiths and its subsidiaries have the benefit of a Directors’ and Officers’ liability insurance policy. During FY2022, and at the date of this report, qualifying third-party indemnity provisions (as defined by section 234 of the Act) have remained in force for the Directors of the Company and certain other employees in respect of their directorships of some subsidiary companies in relation to certain losses and liabilities which they may incur (or may have incurred) to third parties in the course of their professional duties for the Company, or a subsidiary. #### Director attendance Board Nomination & Governance Committee Audit & Risk Committee Remuneration & People Committee Science, Sustainability & Excellence Committee Finance Committee Sir George Buckley 10/10 5/5 – 4/4 3/3 7/7 Paul Keel 10/10 ––––– John Shipsey 1 7/8 ––––– Clare Scherrer 1 2/2 ––––– Pam Cheng 2 9/10 4/5 3/43/4 3/3 – Dame Ann Dowling 10/10 5/5 4/44/4 3/3 – Tanya Fratto 10/10 5/5 4/44/4 -– Karin Hoeing 10/10 5/5 – 4/4 3/3 – BillSeeger 10/10 5/5 4/44/4 – 7/7 Mark Seligman 10/10 5/5 4/44/4 – 7/7 NoelTata 10/10 5/5 4/44/4 –– 1On 29 April 2022 Clare Scherrer was appointed to the Board and John Shipsey stood down as a Director. John Shipsey did not attend the meeting where his ongoing appointment was discussed. 2Pam Cheng was unable to attend the March Board and Committee meetings due to personal circumstances. Pam Cheng provided her comments and input on the matters under consideration to the Chairs of the relevant forums prior to the meetings being held. 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 63 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() Each year an evaluation of the Board and its Committees is conducted to monitor their effectiveness and to help identify any improvement opportunities. It is externally facilitated every three years. The annual evaluation of theperformance of theNon-executive Directors and the Chief Executive Officer is led by the Chairman. The evaluation ofthe Non-executive Directors includes individual meetings with the Chairman. Feedback is given to the Chief Executive Officer by the Chairman after each Board meeting and on an ad hoc basis throughout the year. The Senior Independent Director and the Chief Executive Officer lead the evaluations for the Chairman and the Chief Financial Officer respectively. Following the externally facilitated evaluation in FY2021, the FY2022 evaluation was carried out internally. Independent Audit Ltd, who have supported the evaluation process since FY2019, but have no other connection to the Company, assisted with the interpretation of the results of a self-assessment questionnaire issued to the Board. The actions following the FY2022 evaluation have been grouped in four themes: strategic decision making; succession planning; Board communication; and stakeholder engagement and are set out below. Overall, the Board agreed that significant progress had been made since the external evaluation. It is the present intention that the FY2023 evaluation will be internally facilitated. #### Board evaluation findings and actions STRATEGIC DECISION MAKING FY2021 external evaluation findings Action taken in FY2022FY2022 evaluation findings and actions for FY2023 – Seek to reach a clearer consensus on the Group-wide strategic objectives and how the Company will achieve them – Ensure the Remuneration Committee has a balanced focus on both financial and non- financial considerations – Following the appointment of Paul Keel the corporate strategy and communications plan for the Group post the sale of Smiths Medical were re-evaluated by the Board and reaffirmed. The strategy and accompanying KPIs are described on pages 10 and 21 to23 respectively – The Company held a Capital Markets event in November 2021 – Enhanced 5 year strategic planning discussions were held with Group and divisional leadership, with a focus on delivering the strategic objectives in line with the Smiths Value Engine – Non-financial incentive measures for management are now part of Executive Director and senior management incentive arrangements – Greatly enhanced strategic discussions were held during the year resulting in clearer alignment on the Group’s strategic priorities. Going forward, the areas of focus would be greater visibility of macro conditions, external markets and the impact or opportunities arising from technology. The appointment of a Chief Sustainability Officer and the development and embedding of a sustainability strategy were particular improvements – When formulating its agendas, the Board will encourage increased time for strategic deep-dives to underscore the Board focus on organic growth EVALUATION, COMPOSITION AND SUCCESSION ## BOARD ## EVALUATION 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 64 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() SUCCESSION PLANNING FY2021 external evaluation findings Action taken in FY2022FY2022 evaluation findings and actions for FY2023 – Hold regular discussions between theNon-executive Directors and Chief Executive Officer on his own to discuss senior management succession and development – Continue the Board’s engagement activities with key talent across the Group – Prepare for the transition of the Chairman and Senior Independent Director roles in the next few years – Executive andnon-executive succession planningwas a key focus during the year with the Board approving a number of Executive management changes – The Chief Executive Officer updated the Board on enhanced talent and succession planning for senior leadership roles – Chair succession planning commenced led by theSenior Independent Director – The Board continued its interaction with high-potential employees to improve their understanding of the internal ‘bench strength’ with virtual and in person one-to-one talent spotlights frequently taking place – Face-to-face exposure at Board and Committee meetings for high-potential talent within the Group was reintroduced once travel restrictions were lifted – The Board visited Flex-Tek’s operation inPortland, Tennessee and met with members of the Flex-Tek leadership team – Board succession planning for non- executive positions was identified to be a key focus for consideration during the year – Changes to the Executive management team were well managed and succession planning oversight had been enhanced significantly – Further focus would be arranged on Executive Committee development and succession planning, including providing opportunities for theNon- executive Directors to meet individually and in small groups with a cross- section of employees BOARD COMMUNICATION FY2021 external evaluation findings Action taken in FY2022FY2022 evaluation findings and actions for FY2023 – More frequent updates for the Board as the Smiths Medical separation transaction progressed were requested – Consider the scheduling of Committee meetings and holding hybrid meetings – Continue to improve the timeliness of Board information – Structure Chief Executive Officer and Chief Financial Officer reports to tie in more closely with progress on strategic priorities of the business – Regular updates on the Smiths Medical sale were provided through the formation of the Transaction Committee which met eight times during FY2022 prior to its formalisation as the Finance Committee (which met a further seven times) – The Board continued to identify opportunities to improve communication between itself and Group executives. The new ways of working which were adopted during the pandemic were retained with one Board meeting and a number of Committee meetings held remotely or partially remotely to reduce international travel. This promoted good governance through agile and timely decision making – The new processes introduced to facilitate early stage information flows and ensure that the Non-executive Directors (specifically the Chairman and Committee Chairs) had the opportunity for earlier input into Board and Committee papers were further evolved and briefing processes refined – Significant improvements were evidenced at Board meetings both in the quality and timeliness of Board and Committee materials and also the openness and quality of debate arising therefrom – Meeting dynamics had improved leading to better conversations – The success of the Transaction Committee led to the formalisation of its activities with the establishment of the Finance Committee. This helped to improve information flows and decision- making and guidance in an agile manner – Remote or hybrid meetings will continue and the organisation of Board and Committee meetings works well STAKEHOLDER ENGAGEMENT FY2021 external evaluation findings Action taken in FY2022FY2022 evaluation findings and actions for FY2023 – Restructure the Board’s interaction with stakeholders with more focus on ESG, employee engagement and hearing customer and supplier perspectives – Transfer the role of designated Non-executive Director for employee engagement from the Senior Independent Director to another Non-executive Director – A stakeholder map has been developed – A Director workforce engagement strategy was developed with individual Non-executive Directors being allocated divisional or functional and geographic areas of responsibility. Oversight is provided by the Remuneration & People Committee – The Science, Sustainability & Excellence Committee was established, which provided oversight for many activities connected with the Group’s stakeholders – The Board acknowledged that continued focus on ESG, people, talent, culture and suppliers was critical, and that the ongoing focus on the successful establishment of the Science, Sustainability & Excellence Committee’s role were key 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 65 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() #### Committee membership and meetings The members of the Committee, their biographies and attendance at meetings during the year can be found on pages 58, 59 and 63. The Chief Executive Officer is normally invited to attend Committee meetings and attended all but one of the meetings in FY2022. Other members of senior management are invited to attend as necessary. #### Committee performance evaluation In FY2022, the performance of the Committee was considered as part of the internal Board evaluation process. Overall, it was confirmed that the Committee continues to operate effectively. #### Committee activities #### Board succession The Board has a duty to keep succession plans under regular review. The Non-executive Directors, without the Chairman present and led by the Senior Independent Director, discussed the succession arrangements for the Chairman who reached his nine-year anniversary since appointment on 1 August 2022. Following the appointment of Paul Keel, the Committee agreed and the Board supported that Sir George Buckley should be invited to remain as Chairman to oversee a period of significant strategic change for the Group. Board succession will continue to be a key focus during FY2023. Tanya Fratto is stepping down from the Board at the conclusion of the 2022 AGM, and the Chairman led the search for a Non- executive Director to replace her. The Committee recommended the appointment of Richard Howes to the Board, and he joined as a Non-executive Director on 1 September 2022. As with all Board appointments, there was a formal, rigorous and transparent process, involving all Directors and with recommendations based on the merit of the individual candidates. Buchanan Harvey & Co. were used as executive search consultants. The firm has no other connection to Smiths and is a signatory to the Voluntary Code of Conduct on Gender Diversity. The Chairman and the Chief Executive Officer carried out the search process for the role of Chief Financial Officer without the formal support of an external search firm. Multiple candidates were considered. The Committee was intimately involved in this process and was regularly updated on progress. Clare Scherrer, who was well known to the Company, was identified as being the preferred candidate. Clare previously worked for Goldman Sachs where she spent more than 25 years and was a Partner for more than a decade, and most recently Co-Head of the Global Industrials business. Clare has extensive experience working with a broad range of industrial companies around the globe, accelerating growth and increasing value. She has particularly relevant experience in the sectors in which Smiths operates. #### Chairman’s statement I am pleased to present the Committee’s report for FY2022. The Committee has delegated responsibility from the Board to review the structure, size and composition of the Board and its Committees, and to ensure that they are fit for purpose. The Board wholeheartedly supports the principles of the FTSE Women Leaders Review and the Parker Review on gender and ethnic diversity and we were delighted to recommend the appointment of a new Chief Financial Officer. We were also pleased to recommend a new Non-executive Director to the Board. When making these recommendations, we considered the balance of skills, knowledge and experience on the Board. Diversity of gender, social and ethnic background of the Directors are also important considerations along with country of origin to ensure the continued international diversity of the Board. We also take into account the Group’s strategy, business performance, current and future leadership needs, challenges and opportunities. We oversaw the senior management succession pipeline and planning and during the year we approved the appointment of seven new Executive Committee members. At least once a year we review senior management succession plans and the quality of the talent pipeline across the Group. Periodically we review the Board’s governance framework. This year we recommended establishing the Science, Sustainability & Excellence Committee, and decided to change the terms of reference of the Remuneration Committee to ensure more focus on people. The Finance Committee was formalised and focuses on the sources and use of cash including portfolio activity, changes to capital structure and budgetary planning. More information about our activities can be found on the following pages. I would like to thank my fellow Committee members for their continued hard work over the period. Sir George W. Buckley CHAIRMANOFTHENOMINATION& GOVERNANCE COMMITTEE ## NOMINATION & ## GOVERNANCE ## COMMITTEE ## REPORT 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 66 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() The Committee considered that it was in the best interests of the Group and its stakeholders to recommend to the Board that Clare Scherrer be appointed as Chief Financial Officer with effect from 29 April 2022. John Shipsey stepped down as Chief Financial Officer and from the Board of Smiths Group with effect from 29 April 2022. His remuneration arrangements were approved by the Remuneration & People Committee. #### Diversity Smiths Board is highly diverse. It supports the principles of the FTSE Women Leaders Review and Parker Review on gender and ethnic diversity and pays close attention to the international nature of its makeup. Members of the Board and senior management will collectively possess diversity of gender, national birthplace, social and ethnic backgrounds, cognitive and personal strengths, along with a combination of skills, experience and knowledge. This is important for the effective operation of the Board and oversight of the Group. The Committee is responsible for recommending appointments to the Board following its regular assessment of the Board and its Committees’ composition, whilst also considering the Group’s strategic objectives. The Committee makes recommendations based on the merit of the individual candidates, having due regard for the benefits of diversity in the broadest sense, including gender and ethnicity and also the need to ensure the effective functioning of the Board at all times, especially as membership of the Board isrefreshed. In order to help achieve these aspirations, the Committee only uses the services of executive search firms who have signed up to the Voluntary Code of Conduct on Gender Diversity. This applies to management positions, not just to the Board. Executive search firms are also required to ensure non-UK nationals, women and candidates from historically under-represented ethnic groups are represented on the shortlist for all Board positions. The Board meets all of its diversity targets, the FTSE Women Leaders Review target of 40% representation of women on FTSE 350 Boards, the Parker Review recommendation for FTSE 100 companies to have one director of ethnic diversity, and the Financial Conduct Authority’s Listing Rule whereby at least one senior board position is held by a woman. Diversity information for the Board, Executive Committee, senior managers and the Group as a whole can be found on page 33. The Board extends its work on diversity to senior leadership positions in the business and across the Group. The Board Diversity Policy was reviewed during the year and can be found on our website www.smiths.com. #### Governance The Committee is responsible for keeping the Board’s governance framework under review. In FY2022 the Committee recommended the establishment of the Science, Sustainability & Excellence Committee to oversee the Group’s approach to science, sustainability andexcellence, including R&D, commercialisation, and sustainability strategies. It also reviewed the operation of the Remuneration Committee and its oversight of the Group’s wider People-related activities, and recommended its evolution into the Remuneration & People Committee. In addition theCommittee recommended the evolution of the Transaction Committee into the Finance Committee, with responsibility for oversight of the Group’s sources and uses of cash including portfolio activity, changes to capital structure and budgetary planning. During the year the Committee reviewed the Board skills and experience matrix, Board Diversity Policy and its own Terms of Reference. The Committee also considered Director engagement with stakeholders, including the workforce, before this responsibility moved tothe Remuneration & People Committee. #### Induction To ensure that they are able to effectively contribute to discussions and decision-making, all of our Directors participate in an induction programme on joining the Board. Each induction plan is tailored to provide the individual Director with the necessary knowledge and understanding of the Group, based on their personal experience and background. Given her already extensive knowledge of Smiths, for Clare Scherrer this included meeting with key stakeholders including investors, advisers, the external auditor KPMG and receiving briefings on the role and responsibilities of being a listed company director. Clare Scherrer has also visited numerous Group operations in the US and Europe. The induction programme for Richard Howes has similarly been tailored to his experience and is currently underway. #### Diversity Performance Policy target At least 50% of the Board with a birthplace or background outside of the UK Outside the UK 64% UK 36% Po lic y tar ge t : 50% BIRTHPLACE OR BACKGROUND Policy target At least 40% of the Board to be female Policy target by 2025 At least one of the Chairman, Senior Independent Director, Chief Executive Officer or Chief Financial Officer position will be held by a female Current composition Female Chief Financial Officer Female 45% Male 55% Po lic y tar ge t : 40% GENDER Policy target At least one Director from a historically under- represented ethnic group Current composition 2 Po lic y tar ge t : 1 ETHNICITY Correct as at 16 September 2022. 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 67 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() #### Conflicts of interest All of our Directors must avoid situations where they have a direct or indirect interest that conflicts, or may possibly conflict, with the best interests of Smiths. The Board has the authority to authorise conflicts and potential conflicts in accordance with our Articles of Association and the Companies Act 2006 (Act), and Board approval must be granted before a Director accepts a new external appointment, whether it amounts to a conflict or not. The Company Secretary maintains a Register of Conflicts which is reviewed by the Directors at least twice a year, and the Board retains the power to vary or terminate any authorisation previously provided. #### Director election and re-election Each year Smiths Directors are subject to election or re- election by shareholders at our Annual General Meeting (AGM). Our Chairman, on behalf of the Board, has confirmed that each Non-executive Director standing for re-election at thisyear’s AGM continues to be an effective member of the Board, and has demonstrated the commitment required. The Senior Independent Director has confirmed that the Chairman continues to be effective and supports his re-election to the Board at the AGM. The rules regarding the appointment and replacement of Directors are determined by our Articles of Association and the Act. The Articles of Association can be found on our website and can only be amended by a special resolution of shareholders. #### Information and training The Board recognises the importance of ongoing training and our Directors are given the opportunity to update their skills and experience on a regular basis. Any individual development needs are discussed with the Directors at the annual performance evaluation. In order for the Directors to remain aware of business priorities and external developments, the Board is provided with formal reports and updates from the divisions, functional leaders and external advisers on a regular basis. Further to the sale of Smiths Medical to ICU, in which the Group holds a 10% stake, Bill Seeger was provided with specific training in connection with his duties as a US Company Director and potential conflicts of interest between ICU and Smiths. In order to operate effectively our Directors must receive accurate, timely and high-quality information. The Company Secretary and his team assist the Chairman and Chief Executive Officer in ensuring effective information flows and that the Board is provided with all relevant information to enable the Directors to discharge their responsibilities. #### Independence and objectivity The Board keeps the independence of the Non-executive Directors under continuous review. In July 2022, the Committee reviewed the guidance contained in the Code and assessed the performance and independence of each of the Non-executive Directors. It concluded that each of them contributed effectively to the operation of the Board and that they should all be considered as independent. Tanya Fratto was appointed as a Director on 1 July 2012 and as she had served on the Board for more than nine years a particularly rigorous review of her performance was undertaken. The Board concluded that she contributed to constructive challenge and debate at meetings and that she continues to demonstrate the qualities of objectivity and independence. It is anticipated that Tanya Fratto will step down from the Board at the 2022 AGM. Having served on the Board for more than six years, Bill Seeger and Mark Seligman’scontinued objectivity and independence were also subject to rigorous review. It was agreed that they continue to be independent and objective. Having served on the Board for more than six years, the Board also considered and confirmed that Sir George Buckley continues to be objective. 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 68 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() #### Chairman’s statement I am pleased to present the Committee’s report for FY2022. The Committee fulfils an important oversight role, monitoring the integrity of the Group’s financial reporting and the effectiveness of its system of internal control and risk management framework. The membership of the Committee has recently changed. We welcomed Richard Howes to the Committee following his appointment to the Board on 1 September 2022. Tanya Fratto will be stepping down from the Board and therefore the Committee after the AGM in November. I would like to commend Tanya’s membership over many years. The Committee met four times during the year. Each meeting agenda included a range of topics across the Committee’s areas of responsibility, including: – Consideration of financialreporting matters at each meeting. At the March meeting the Committee reviewed the half-year results announcement and at the September meeting we reviewed the Annual Report and accompanying materials, prior to the release of the Group’s results. Our work included reviewing the material judgements and issues, including the treatment of the sale of Smiths Medical and the discontinuation of the Group’s operations in Russia, the results of impairment testing and the going concern and long-term viability assessments. – We performed deep-dive reviews on our principal risks including supply chain, product quality,customers and contractual obligations. Divisional Presidents and their teams attended Committee meetings on a rotational basis and presented their risk registers and principal risk deep-dives. This allowed the Committee to gain an understanding of the culture and risks present throughout the organisation. – Our Finance Excellence Programme, particularly in relation to internal controls, continues to be a focus for the Committee and we are monitoring potential developments in relation to the audit and governance reforms, as well as how we might respond to changes in regulation. – Behaving ethically and with integrity is a fundamental part of our Values. The Senior Vice President and General Counsel, Ethics and Compliance attended our March and September Committee meetings and provided updates on our Ethics and Compliance (E&C) programme. Our E&C programme focuses on higher risk and critical areas such as bribery and corruption, human rights, international trade and privacy/data protection. We receive a report on data compiled from ‘Speak Out’, our confidential reporting hotline,and any material investigations. Our external auditor, KPMG, continues to provide robust challenge to management and provides its independent view to the Committee on specific financial reporting judgements and the control environment. I’d like to thank my colleagues on the Committee for their contribution during the year and I look forward to continuing our work in FY2023. Mark Seligman CHAIRMAN OF THE AUDIT & RISK COMMITTEE #### Committee membership and meetings All members of the Committee are independent Non-executive Directors and collectively have recent and relevant financial, accounting and sector experience. Committee member biographies and attendance at meetings during the year can be found on pages 58,59and63. The Board considers that Mark Seligman has the recent and relevant financial experience required to chair the Committee. At the invitation of the Chairman of the Committee, and in order to maintain effective communications, the Chairman, Chief Executive Officer and Chief Financial Officer and an audit partner of KPMG attended all meetings. Other regular attendees included the Group Financial Controller, the Director of Internal Audit, Senior Vice President and General Counsel, Ethics and Compliance, the Company Secretary and Deputy Secretary. Divisional Presidents, the Vice President Finance Excellence and senior management were also invited to attend as appropriate. PwC, as the auditor of Smiths Medical, also attended one Committee meeting. At the conclusion of meetings, KPMG and the Director of Internal Audit were each given the opportunity to discuss matters with the Committee without executive management being present. The heads of Internal Audit and Ethics and Compliance, together with KPMG, have direct access to the Committee should they wish to raise any concerns outside formal Committee meetings. The Committee works to a structured programme of activities and meetings to coincide with key events around our financial calendar and, on behalf of the Board, to provide oversight of the Group’s risk management and internal control process. The Chairman of the Committee reports formally to the Board on the Committee’s activities after each meeting. #### Committee performance evaluation Through the annual Board evaluation process, see pages 64 and 65, the Board has again confirmed the effectiveness of this Committee in its role of supporting the Board in compliance with its duties. AUDIT, RISK ANDINTERNAL CONTROL ## AUDIT & RISK ## COMMITTEE ## REPORT 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 69 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() financial year. His tenure will be limited to five years in line with audit standards and due to KPMG partner rotation policies. The Committee confirms that the Company has complied with the provisions of the Statutory Audit Services Order 2014 relating to the UK audit market for large companies throughout the year under review and as at the date of this report. Scope of the external audit plan and fee proposal At its November 2021 meeting the Committee reviewed and approved KPMG’s proposed audit plan. The fee for the FY2022 audit was agreed in July 2022. The Committee continued to monitor KPMG’s execution of the 2022 audit plan during the year. Smiths Medical Due to PwC’s understanding of Smiths Medical’s financial reporting and internal control environment and the work necessary to support the separation of that business, PwC continued to act as the auditor for Smiths Medical until the sale of the business on 6 January 2022. PwC provided an update to the Committee at its September 2021 meeting. Independence and objectivity The Committee is responsible for the implementation and monitoring of the Group’s policies on external audit, which are designed to maintain the objectivity and safeguard the independence of the external auditor. These policies are reviewed annually. They cover the engagement of the external auditor for non-audit services and the appointment by the Group of former employees of the external auditor. In addition to monitoring compliance with Group policies, the Committee’s review of KPMG’s independence included examining written confirmation from KPMG that they remained independent and objective within the context of applicable professional standards and considering the performance of the audit engagement partner. Non-audit services Notwithstanding developing practice being adopted by audit firms not to provide non-audit services to audit clients, the Committee recognises that certain permissible non-audit services can be completed more efficiently by, and be purchased more cost- effectively from, the incumbent auditor due to the audit firm’s existing knowledge of the Group and its systems. Under the policy approved by the Committee, it has delegated its responsibility for authorising the purchase of non-audit services from the external auditor to the Chairman of the Committee and/or the Chief Financial Officer within specific limits. Details of the fees paid to KPMG for the year ended 31 July 2022 can be found in note 2 of the financial statements on page 120. Non-audit fees as a percentage of audit fees totalled 11% (FY2021: 13%). Non-audit fees comprise audit related assurance services and fees in connection with the sale of Smiths Medical. The Group would not expect in the ordinary course of business for non-audit fees to exceed 20% of the average of the previous three years’ total Group audit fees unless exceptional circumstances existed. The Committee confirms that the non-audit work performed by KPMG, which included work in preparation for the separation of Smiths Medical during the year, was properly assessed and authorised in accordance with the Group’s policy. #### Committee activities #### Financial and narrative reporting The Committee reviewed the full and half yearly results announcements, the Annual Report and the viability and going concern statements before recommending them tothe Board for approval. The Group has internal control and risk management arrangements in place to support the financial reporting process which provide reasonable assurance that the financial statements are prepared in accordance with applicable standards. These arrangements included seeking divisional confirmation that the reported information gives a true and fair view of the results for the period and ensuring that record keeping allows an accurate and fair reflection of transactions. More information on risk management and internal controls can be found on page 73. An important responsibility of the Committee is to review and agree the most significant management accounting estimates and judgements which impact the financial statements. The key areas of judgement in the year are set out on pages 71 and 72. After receiving reports on the significant estimates and areas of judgement and after discussion with KPMG, the Committee agreed that the judgements made were appropriate and correctly reflected and presented in the Annual Report. Fair, balanced and understandable The Committee applied the same due diligence approach adopted in previous years in order to assess whether the Annual Report is fair, balanced and understandable, one of the key UK Corporate Governance Code requirements. This included being updated on the internal verification process carried out to support the Committee’s assessment of the disclosures made in the Annual Report. The Committee also reviewed various materials on risk management and internal controls, going concern and the assessment of the Group’s long-term viability. In doing so it considered: – the accuracy, integrity and consistency of the messages conveyed in the Annual Report; – the appropriateness of the level of detail in the narrative reporting; – the correlation between judgements, estimation of uncertainties and issues and the associated disclosures; and – the explanations of the differences between statutory and headline reported results. Taking the above into account, together with the views expressed by KPMG, the Committee recommended, and in turn the Board confirmed, that the 2022 Annual Report, taken as a whole, is fair,balanced and understandable and provides the necessary information for shareholders to assess the Company’s position, performance, business model and strategy. #### External audit The Committee places great importance on the quality, effectiveness and independence of the external audit process. Following a tender process KPMG was appointed as the Company’s external auditor at the 2019 Annual General Meeting. Michael Maloney, the KPMG audit partner responsible for the Company’s audit since 2019 will retire following the completion of the FY2022 audit. Further to an extensive selection process overseen by the Chairman of the Committee, Michael Barradell will be appointed as the lead engagement partner for the next 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 70 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() The key areas of judgement for FY2022 are as follows: Areas of focusActions taken MEDICAL DISPOSAL ACCOUNTING On 6 January 2022, the Group completed the sale of Smiths Medical to ICU Medical, Inc. (ICU). As part of the sale the Group has incurred and provided for separation expenses, that arise from contractual and commercial obligations dueto the separation, and has retained a 10% holding in ICU and received $100m of deferred contingent consideration, the values of which are dependent on the ICU share price. The Committee considered the constituent elements of the separation expenses included within the net gain on sale of Smiths Medical and reviewed the appropriateness of the provisions made relating to the sale and the transition services being provided by Smiths Group to Smiths Medical. The Committee reviewed the financial reporting treatment and the basis for determining the fair value of the deferred contingent consideration, which has been classified as a financial asset at fair value through profit and loss. The 31 July 2022 ICU share price of circa $177 (6 January 2022: $231) was 23% down from when the sale completed. This reduction in share price has resulted in Smiths recognising fair value losses through the Income Statement and Other Comprehensive Income. See notes 14 and 27 of the financial statements. REVENUE RECOGNITION Smiths Detection and Smiths Interconnect have multi-year contractual arrangements for the sale of goods and services. Estimates are required at the Balance Sheet date when determining the stage of completion of contracts for revenue recognition. The Committee reviewed management’s revenue recognition judgements. The Committee noted that the timing of revenue recognition involves judgements as to when control of an asset passes to the customer or, particularly in Smiths Detection and Smiths Interconnect, as to the stage of completion of contract activity and whether the separate performance obligations have been fulfilled. The Committee reviewed and concurred with management’s conclusions on the significant judgements for complex programmes and contract accounting. See note 1 of the financial statements. TAXATION The Group has extensive international operations and in the normal course of business the Directors make judgements and estimates in relation to potential tax exposures. The assets and liabilities recognised in income and deferred tax, as well as the treatment of losses in the UK, were assessed. Particular focus was given to the recognition of UK deferred tax assets; deferred tax assets relating to the John Crane, Inc. asbestos provision; andthe Titeflex Corporation CSST provision. The Committee noted the ongoing tax audits that are likely to conclude in the next 12 to 24 months, and the uncertainty associated with their outcome. The Committee noted that the final outcome may vary significantly from the amounts currently provided for tax risks. See note 6 of the financial statements. IMPAIRMENT – INTANGIBLE ASSETS (INCLUDING GOODWILL) AND RUSSIA The Group holds a significant amount of goodwill, especially in relation to the Smiths Detection cash generating unit (CGU). The intangible assets and the assumptions used to justify their carrying values were reviewed, including the applicable discount rate used for impairment testingpurposes. Smiths Detection was the Group’s only CGU where the impairment headroom was more limited for FY2022 and where a plausible downside scenario or a reasonable change in key assumptions could cause the carrying value of the CGU to exceed its recoverable value. Smiths Detection’s limited impairment headroom is driven by a lower starting point from the FY2022 outturn, reflecting a difficult market subsequent to COVID-19 that has impacted its aviation security customers, an increased discount rate driven by the macroeconomic hurdles in FY2022 and the impact of temporary supply chain issues. Earnings growth within the impairment model is from the lower FY2022 base position and the CGU recoverable amount exceeded its carrying value - therefore no impairment was necessary. The Committee has reviewed the additional disclosures made around this impairment review. See note 11 of the financial statements. As announced with the HY2022 interim results, the Group suspended sales into Russia. The Committee agreed with the Russia impairment charge and related wind down costs. The Committee has also agreed that these items are material in quantum and should be separately disclosed through the non-headline items within the income statement. See note 3 of the financial statements. SIGNIFICANT FINANCIAL REPORTING MATTERS 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 71 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() Areas of focusActions taken PROVISIONS FOR LIABILITIES AND CHARGES The Group holds significant material provisions for John Crane, Inc. asbestos resolution; and the Titeflex Corporation CSST product claims. The Committee considered the appropriateness of the level of the provisions held against John Crane, Inc. asbestos litigation and the Titeflex Corporation CSST claims. In particular, the Committee considered the treatment of potential liabilities, the changes to the assumptions made in calculating the provisions, sensitivities to changes in assumptions and advice received from the Group’s specialist external advisers. The Committee agreed the continued appropriateness of the ten-year time period for John Crane, Inc. asbestos litigation. In the case of the John Crane, Inc. asbestos litigation, the Committee also agreed with the judgement that, whilst large numbers of claims are made against John Crane, Inc. and other defendants every year, due to both known and as yet unknown developments in the US legal system and other events that will impact the asbestos legal environment, a sufficiently reliable estimate cannot be made to cover the full period over which it is expected that costs will be incurred. In both these cases, it was determined that the assumptions fairly reflect the position. See note 23 of the financial statements. POST-RETIREMENT BENEFITS The Group has material pension plan assets and liabilities and there is a high degree of estimation uncertainty. The Committee reviewed the financial reporting treatment for the final TI Group Pension Scheme (TIGPS) bulk annuity buy-in. This buy-in has been secured with a commitment to fully buy-out the Scheme over the next few years so has been accounted for as a settlement, with the resulting settlement loss and past service cost shown in the Group’s income statement in FY2022. A surplus restriction has been applied to the remaining Scheme assets to bring the net surplus to zero. The Committee has also reviewed and agreed the methods, assumptions and benchmarks used by the actuaries to calculate the position of the UK and US schemes at 31 July 2022, which have continued to show a net accounting surplus position which has been reduced by £219m in FY2022. The Committee agreed the treatment and the corresponding disclosures on these matters. See note 8 of the financial statements. PRESENTATION OF HEADLINE PROFITS AND ORGANIC GROWTH The Group presents headline profits and organic growth measures which require adjustment to IFRS required data. This is a material judgement and requires a consistent application of the Group’s accounting policy on this topic. The Committee considered the policy, presentation and judgements in relation to the Group’s performance, in particular the separation of headline and non- headline items. This included the consideration of which items related to the Group’s ongoing trading activity or those which should be recorded as non- headline. The Committee reviewed the appropriate level of disclosure for the impairment charge recognised in FY2022 against the Group’s Russian businesses and related wind down costs. The Committee agreed that the combined impairment charge required separate presentation as a non-headline item. In addition, the Committee also considered those judgements in connection with items to be reflected or adjusted in organic performance. See note 3 of the financial statements. 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 72 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() Effectiveness of the Group’srisk management and internal controls In FY2022, the Committee, on behalf of the Board and with the assistance of the Internal Audit function, monitored, reviewed and assessed the effectiveness of the Group’s risk management and internal control systems in the context of the Group’s strategy, business model and risk appetite. Deep-dives were carried out during the year on the following principal risks. The principal risks have since been updated as detailed on page 47: – Product quality – John Crane, Smiths Detection and Flex-Tek – Customers – Smiths Detection and Smiths Interconnect – Supply chain – John Crane and Flex-Tek – Contractual obligations Consideration of therisk registers alongside the principal risk deep-dives and other thematicrisk areas enables the Committee and full Board to understand the culture, risks and opportunities and assurance processes throughout the business and the potential impact on the Group. No significant failings or weaknesses were identified. The Committee were also provided with updates in relation to the Finance Excellence Programme particularly in relation to projects to improve and standardise finance activity across the Group and ongoing activity to improve general IT controls. They also monitored the potential development of audit and governance reforms and how the business might respond to changes in regulation. Principal risks update The Committee carried out a robust assessment of the principal risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity. We have refreshed the FY2022 principal risks to reflect the critical risks facing the business and the following changes were made: – Growth and ESG have been added as principal risks – Group portfolio risk has been removed with the completion of the sale of Smiths Medical – A number of risks, including COVID-19 and Integrated supply chain, have been combined into a Business continuity risk – Ethical breach and Contractual obligations have merged into a Legal and compliance risk – Customers and markets risks have merged into a Commercial risk A description of the principal risks facing the Group and how these were reviewed to assess the Group’s viability can be found on pages 47 to 53. Effectiveness of the external audit The Committee continually assessed the effectiveness of the external auditor during the year, including its independence, objectivity, appropriate mindset and professional scepticism. The Committee considered: – the conclusion of the FY2021 audit process – the review of audit plans – content, insight and value of KPMG’s reports – robustness and perceptiveness of KPMG in handling of key accounting and audit judgements – management’s responses to any audit findings – discussions with management (both with and without the external auditor present) and with the external auditor (both with and without management present) – the findings of the FRC’s 2022 Audit Quality Inspection Report with KPMG to understand the activities being undertaken to address the findings and KPMG’s position regarding the various areas of audit reform which are currently under review As FY2022 was KPMG’s third year as the Group’s external auditor, the Committee paid particular attention to ensuring that it was satisfied that the Committee’s and management’s feedback from previous effectiveness reviews had been adequately addressed. This included the close out of previously discussed audit matters. In addition it also considered other statutory reporting, audit planning and scope deliverables, and that KPMG had continued to devote sufficient time and resources to understand and assess the business, its key risks and controls. Prior to the sale of Smiths Medical, the Smiths Medical business continued to be audited by PwC. The Committee also considered the effectiveness of the process whereby KPMG was able to achieve comfort from PwC on its work for that division in respect of the FY2021 financial statements. After taking into account the factors above and its general interaction with KPMG throughout the period, the Committee was satisfied that the audit was effective. The Committee therefore agreed that it was appropriate to recommend to the Board that the reappointment of KPMG as the Company’s auditor for a further year be proposed to shareholders at the 2022 AGM. A further review of the FY2022 audit will be conducted ahead of the FY2023 half year results. #### Risk management and internal control The Board is responsible for ensuring that sound risk management and internal control systems are in place. The Executive Committee is responsible for designing the risk management and internal control systems and ensuring they are effectively deployed throughout the Group. The internal control system is a framework to manage risks and monitor compliance with procedures. It is designed to meet the Group’s particular needs and the risks to which it is exposed. However, it can provide only reasonable, not absolute, assurance against material loss to the Group or material misstatement in the financial statements. More detail can be found on pages 46 to 53. 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 73 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() #### Ethics and compliance During the year, the Committee reviewed the Ethics and Compliance annual work programme and provided oversight of investigations into allegations ofnon-compliance with the Code of Business Ethics. This included matters raised through the Group’s ethics reporting procedures including the Group’s ‘Speak- Out’ hotline which allows for anonymous reporting. Smiths ‘Speak Out’ hotline comprises a number of different channels (including call centres operated by an independent third party across the Group’s global operations) for employees and other stakeholders to report concerns. During the year there were no matters raised that required the Committee’s direct intervention or investigations which resulted in a material loss to the Group or a detrimental impact on our customers or suppliers. The Committee receives regular reports on the total number and nature of cases by region, the ratio of anonymous vs attributed ethics reports, and the ratio of substantiated vs unsubstantiated cases. The anonymous vs attributed metric is used to monitor trust in the Group’s reporting system. Accordingly, the Committee considered that the Group’s processes and arrangements for employees to report concerns, including anonymously and without retaliation, about any improprieties and the arrangements for any subsequent investigation as necessary, were both appropriate and effective. During the year, the Committee provided oversight of a number of areas targeted by the Ethics and Compliance work programme. More information on the Group’s approach to Ethics and Compliance can be found on page 34 and in the Sustainability at Smiths report found on our website. Assessment of internal control and #### risk management arrangements The Committee was satisfied that the Group’s processes governing financial reporting and controls, its culture, ethical standards and its relationships with stakeholders continued tobe effective. The Committee was also satisfied with the appropriateness and adequacy of the Group’s risk management arrangements, internal control framework and three lines of defence model. #### Internal Audit Internal Audit is independent of the business and so has no responsibility foroperational business management. This ensures the integrity and objectivity of its annual Audit Plan, which is approved by the Committee. The authority of the Internal Audit function is derived from the Committee. The Director of Internal Audit is accountable to the Board through the Committee Chairman, although administratively the Director of Internal Audit reports to the Chief Financial Officer. In order to carry out the responsibilities, as set out in a charter approved by the Committee, the Internal Audit function has: – full and unrestricted access to all records, property and personnel; – independent access to the Committee Chairman and members of the Committee; – the right to request meetings with the Committee; and – the authority and obligation to report significant findings or other concerns to the Committee. During the period, the Committee receivedprogress reports on the execution of the FY2022 Internal Audit Plan and discussed any high priority control enhancement opportunities and action plans to address these. The Committee also approved the FY2023 Internal Audit Plan, including the proposed audit scope, approach, coverage and budget including the allocation ofresources. The Committee oversees the performance of the Internal Audit function through the Director of Internal Audit’s attendance at Committee meetings, review of work presented throughout the course of the year, and a review of agreed KPIs which are reported to the Committee at each Committee meeting. The Committee also considered the results of an anonymous survey circulated to the Audit & Risk Committee, senior management and the Group’s external auditor on the performance of the function during the year. Overall, Internal Audit is seen as a valued assurance function throughout the Group. It is appropriately resourced and conforms with industry standards in its approach. In accordance with the International Standards for the Professional Practice of Internal Auditing, the assessment of the Internal Audit function is required to be carried out by an independent third party at least every five years. The last independent third-party assessment was carried out in 2018. The next independent third-party assessment will take place during FY2023. 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 74 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() Our objectives are to create clear alignment between remuneration and sustainable, long-term stakeholder interests. We take account ofshareholder views and ensure that performance supports the delivery of business strategy through targeting our keyperformance indicators (KPIs). #### Chairman’s statement I am pleased to present the Remuneration Report for the year to 31 July 2022. This will be my fourth year as Chairman of the Committee. In this time we have adapted our Policy to align with stakeholder expectations and guidelines whilst ensuring it supports business strategy. We have also been mindful of unprecedented sociopolitical pressures. The Directors’ Remuneration Policy was approved at the AGM on 17 November 2021. The Directors’ Remuneration Report for FY2022 will be put to an advisory shareholder vote at the 2022 AGM on 16 November 2022. I look forward to your continued support at the upcoming AGM. #### Remuneration & People Committee During FY2022 we took the important step of expanding the responsibilities of the Committee to include overseeing the implementation of the People strategy and, as necessary, make recommendations to the Board regarding changes to or approval of the strategy. The broader Remuneration & People Committee now oversees the process for the Group’s talent strategy and the development of a diverse pipeline of succession below senior management. Responsibility extends to the Group’s diversity, equity and inclusion strategy and approach to workforce engagement including reviewing the results of the employee engagement survey and the related action plans. There is a programme of Board engagement activities to enable the Non-Executive Directors to have regular dialogue with colleagues across the Group to inform their view of employee engagement and ensure well-being policies and programmes are effective. The Committee remains responsible for the Group’s overall remuneration strategy, overseeing the Group’sRemuneration Policy for Directors and senior management. The Committee seeks to achieve a strategy that attracts, motivates and retains executive management of the quality required to run the Group successfully. The strategy promotes the long-term success of Smiths, while reflecting the views of all stakeholders. #### Business context for FY2022 We have made good progress this year with a renewed focus on technology and new product development. Following the successful sale of Smiths Medical, we have an ambitious growth strategy which will amplify Smiths post the Medical sale. Our Remuneration Policy is strongly aligned to the priorities in the Smiths Value Engine and our AIP and LTIP metrics for FY2023 outlined later in this statement are designed to support this. We have not been immune to the macroeconomic challenges including the COVID-19 pandemic, but we have shown resilience in the face of these challenges and continue to be agile to maintain the performance of the business and support our people and communities. Organic revenue growth has been ahead of expectationsandwe have delivered five consecutive quarters of growth. This has been supported by stronger execution and operational resilience. Inspiring and empowering our people has been an important element of building this momentum. #### Shareholder consultation We are conscious of the competitive global environment for executive talent. During the year, we reached out to major shareholders to discuss their views on the introduction of an additional share plan designed to reward superior performance over a five-year period, in line with the strategy announced at the Capital Markets Event in November 2021. Feedback from shareholders was that they were sympathetic tothis objective but preferred the simplicity of delivery within the parameters of the current Remuneration Policy. We were delighted to have the opportunity to talk and would like to thank shareholders for the feedback provided. #### Board changes In April 2022 we announced the appointment of Clare Scherrer as Chief Financial Officer, alongside a number of executive leadership appointments, continuing the good progress made over recent years in positioning the Company for the future. Clare was appointed on a salary of £553,750, which will be next reviewed in October 2023, and a pension allowance in line with the rate available to the wider UK workforce. Her incentive arrangements and benefits entitlement are in line with the Remuneration Policy. A summary of the remuneration for the outgoing Chief Financial Officer is provided on page 83. #### Implementation for FY2023 The Board is conscious of the challenging impact of current inflationary pressures on our colleagues and this is reflected in the management decision to focus more of the salary increase budget on those sectors of the workforce which are more significantly affected. Paul Keel’s salary has been increased by 2.5% and is effective from 1 October 2022. The increase is in line with senior management and is below the increment for the wider workforce. Clare Scherrer’s salary will remain unchanged for FY2023. We continue to assess and evolve how our sustainability strategy should be reflected within our remuneration framework. Following careful consideration by the Committee, we will be introducing new objectives within the Annual Incentive Plan (AIP) for FY2023, aligned to our strategy and the commitments made at the November 2021 Capital Markets event. ## REMUNERATION ## & PEOPLE ## COMMITTEE ## REPORT 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 75 ![]() For the FY2023 AIP, we will introduce two new performance metrics based on reductions in energy usage across the business and revenue from new product programmes, including our sustainable products. The new measures will each have a weighting of 10%. This builds on the quantifiable and measurable Scope 1 and 2 Greenhouse gas reduction metrics incorporated in our Long-Term Incentive Plan (LTIP), driving achievement of our commitment to Net Zero emissions from operations by 2040. There will no longer be a personal objectives metric in AIP, reinforcing the focus on team performance. #### Other activities of the Committee in FY2022 In addition to those highlighted elsewhere in this statement, the Committee has also undertaken the following activities in FY2022 – Reviewed business plans and performance to assess their potential impact on existing and future incentive arrangements – Reviewed remuneration of the wider workforce and related policies to ensure internal alignment of reward – Approved FY2023 salary increases for the Executive Committee considering available budget, individual performance rating and position in salary range – Reviewed the Committee’s performance and Terms of Reference – Approved the Remuneration Report for inclusion in the Annual Report – Approved the service contracts of the Executive Directors #### Committee membership and meetings The membership of the Committee and their meeting attendance during the year is set out on pages 58, 59 and 60 of this report. I had served on a remuneration committee for at least 12 months prior to my appointment as Remuneration Committee Chairman. Sir George Buckley is absent when his own remuneration as Chairman of the Board is under consideration. The Chief Executive attends meetings of the Committee by invitation but he is not involved in the determination of his own remuneration, or present during consideration of any changes to it. #### Committee performance evaluation The annual evaluation of the Committee was conducted as part of the internally facilitated evaluation process of the Board and its Committees. The findings relating to the Committee were discussed with me. More information can be found on page 64. Overall, the Committee is viewed as effective and performing well and is rigorous in discharging its responsibilities. There were three scheduled Committee meetings held during the year and one special meeting. #### Looking forward The Committee will continue its focus on all stakeholder groups and the wider workforce when discussing executive pay strategy. It will also consider the broader impact of non-financial measures such as Smiths Leadership Behaviours and how these should be reflected in remuneration decisions. In particular the Committee will seek to assess how the macroeconomic environment is impacting the market for global talent and the search for talent will continue to be a priority as we grow. Bill Seeger CHAIRMAN OF THE REMUNERATION & PEOPLE COMMITTEE REMUNERATION & PEOPLE COMMITTEE REPORT 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 76 ![]() #### Base salary Paul Keel received: £875,000 Clare Scherrer received: £140,567 John Shipsey (former CFO) received: £551,496 #### Pension and benefits – Pensions contributions of 12% of base salary for Paul Keel and Clare Scherrer, in line with the rate available to the wider UK workforce. John Shipsey received contributions of 20.5% – Benefits included healthcare, insurance, car benefit and relocation benefits for the CEO. #### Annual bonus (AIP) Long term incentive (LTIP) Total bonus payout (% of maximum): Paul Keel: 38.8% Clare Scherrer: 38.8% John Shipsey: 37.8% Total vesting (% of maximum): Paul Keel: N/A Clare Scherrer: N/A John Shipsey: 14.1% Threshold (25% payout) Maximum (100% payout) Achievement Operating profit (40%) Organic revenue growth (30%) H1 (10%) Headline operating cash conversion (20%) FY (10%) Personal objectives (10%)\* £459m £2,784m 90% 95% 0% £502m £2,926m 110% 115% 10% £2,832m £464m 3.2% 93% 13.8% 12.8% 0.0% 9.0% 9% 81% Paul Keel Clare Scherrer JohnShipsey Salary 875 141 551 Pension andbenefits 279 24 139 Annual bonus 678 91 344 Long term incentives -- 223 Paul Keel Clare Scherrer John Shipsey £1,832 £256 £1,257 Salary Pension and benefitsAnnual bonusLong term incentives £2,000£1,000£500£1,500£0 #### IMPLEMENTATION OF REMUNERATION POLICY IN FY2022 #### SINGLE FIGURE (£000) Threshold (25% payout) Maximum (100% payout) Vesting Organic revenue growth (30%) Group EPS growth after tax (25%) Average ROCE (20%) Average headline operating cash conversion (25%) 90% 15% p.a. 4% p.a. 3% 105% 18% p.a. 11% p.a. 6% 1.8% 0.6% 13.7% 96% 0% Total 14.1% 0% 0% 14.1% \* Personal objectives outturn for John Shipsey was 8% of maximum EXECUTIVE REMUNERATION AT A GLANCE 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 77 ![]() #### Base salary Paul Keel: £896,875 (2.5% increase) Clare Scherrer: £553,750 (0% increase) UK wider workforce increases of 3.0%. #### Annual bonus (maximum opportunity) Long term incentives (LTIP) #### Pension Benefits Paul Keel: 12% of base salary Clare Scherrer: 12% of base salary Benefits package consisting of healthcare, insurance, car benefit and relocation benefits. Benefits package consisting of healthcare, insurance and car allowance. Paul Keel: 200% of base salary Clare Scherrer: 165% of base salary Performance measure Weighting Operating Profit 30% Revenue 30% Headline Operating Cash Conversion 20% New Product Commercialisation 10% Energy Efficiency 10% – 33% of annual bonus deferred into shares for three years. – Specific targets are considered to be commercially sensitive and willbe disclosed retrospectively. Paul Keel: 189,900 number of shares Clare Scherrer: 91,342 number of shares Performance measure(3 year) Weighting Threshold (25% vesting) Maximum (fullvesting) EPS growth after tax 20% 6% 11% Revenue growth 30% 3.5%6.5% Free cash-flow 20% 45%55% Average ROCE 15% 14% 17% Reduction inGHG 15%15% 20% – Two-year post-vesting holding period applies. – The same fixed number of shares as in 2021 will be granted to Paul Keel in October 2022 , per the Policy. – Clare Scherrer’s award will be in line with her contract of employment (value of 250% of salary). #### Shareholding requirements – Executive Directors should build a minimum shareholding equivalent to the annual fixed number of shares awarded under the LTIP within five years and are required to hold shares equivalent to their full in-employment shareholding guideline, or actual holding if lower, for two years post-employment. #### STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN FY2023 #### PERFORMANCE MEASURES AND LINK TO STRATEGY Annual bonus (AIP) GROWTH EXECUTION PEOPLE 12345123412345 OPERATINGPROFIT REVENUE GROWTH OPERATINGCASH CONVERSION NEW PRODUCT COMMERCIALISATION ENERGY EFFICIENCY Long Term Incentive Plan (LTIP) EPS GROWTH AFTER TAX REVENUE GROWTH FREECASH-FLOW AVERAGE ROCE REDUCTION IN GHG EMISSIONS GROWTH 1.Strong executionto maximise underlying market expansion 2.Improved product development and commercialisation 3.Building out priority adjacencies 4. Disciplined M&A 5. SustainableSmiths EXECUTION 1.Operational 2. Financial 3. Functional 4. Sustainable Smiths PEOPLE 1. Safety and wellbeing 2.Inspire and empower talent 3. Diversity, Equity,Inclusion 4. Communities 5. SustainableSmiths EXECUTIVE REMUNERATION AT AGLANCE 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 78 ![]() #### Alignment with the UK Corporate Governance Code The table below details how the Committee addresses the factors set out within Provision 40 of the UK Corporate Governance Code: Clarity – The Committee welcomes transparency and regular engagement with shareholders with regard to executive remuneration. During 2022, the Committee Chairman has consulted with shareholders to fully understand their views particularly in relation toshare based remuneration Simplicity – Participants in incentive plans receive annual communications toconfirm award levels and performance measures. Supporting guidance documents and instructional videos are available online. The Remuneration Policy for Executive Directors underpins that of the wider workforce and the 2021 Policy review further simplified the arrangements Risk – The Committee considers the effective management of risk throughout the delivery ofincentive plans, applying reasonable discretion to override formulaic outcomes if necessary – The Committee considers that thestructure of incentive arrangements does not encourage unnecessary risk taking – For Executive Directors, one third of the annual bonus payment is deferred into shares with an additional three years until vesting – Robust malus and clawback provisions are in place for incentive plans and are clearly communicated Predictability – Our Policy clearly outlines the maximum award levels and vesting outcomes applicable to annual bonus and LTIP. As stated above under ‘risk’, the Committee has the ability to apply discretion to formulaic outcomes and clear malus and clawback provisions exist Proportionality – There is a link between strategic business objectives and performance outcome, as outlined on page 78 – Our Policy for our incentive plans outlines threshold, target and maximum opportunity levels, with actual outcomes dependenton performance achieved against pre-determined measures – Through the design of the Policy and the discretion of the Committee, poor performance is not rewarded Alignment to culture – Smiths Group Values of passion, integrity, respect, ownership and customer focus underpin the design and operation of the incentive programmes. The business strategy is supported by these Values which are widely communicated across the Company #### Consideration of wider workforce The Committee considers all stakeholder groups when setting executive pay, including our people. The Committee is briefed on pay arrangements across the business and receives reports on remuneration issues raised by employees through the employee engagement survey and at divisional and functional town hall meetings. In September 2021 the Committee Chairman discussed executive pay and sustainable business performance at an employee Q&A event. A video was circulated in advance, explaining why we have a Remuneration & People Committee, how wider Company pay policies are aligned with executive pay structures, and how executive pay structures align to our Purpose, Values and culture drive sustainable business performance for the benefit of all our stakeholders. Employees were encouraged to submit questions in advance, and ask questions on the day. The overall responsibility for workforce engagement rests with the Senior Independent Director while each Non-executive Director has responsibility for workforce engagement in a specific geographical region and business area. Nine events attended by Non-executive Directors specifically relating to workforce engagement took place in FY2022, further details of which are outlined on page 60. REMUNERATION 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 79 ![]() #### Single figure of annual remuneration (audited) #### Executive Directors Salary Benefits Payments in lieu ofpension contribution Total fixed Annual bonus 2 Long-term incentives Total performance related Total FY2022 £000 FY2021 £000 FY2022 £000 FY2021 £000 FY2022 £000 FY2021 £000 FY2022 £000 FY2021 £000 FY2022 £000 FY2021 £000 FY2022 £000 FY2021 £000 FY2022 £000 FY2021 £000 FY2022 £000 FY2021 £000 Paul Keel 1 875 163 183 54 96 10 1,154 227 678 223 –– 678 223 1,832 450 Clare Scherrer 141 – 7 – 17 – 165 – 91 ––– 91 – 256 – John Shipsey (former CFO) 551 540 26 11 113 131 690 682 344 567 223 3 281 4 567 848 1,257 1,530 1An advance payment of $87,349 was made to Paul Keel in August 2022 for him to settle US taxes due on benefits which are also taxable in the UK. Upon receipt of the refund relating to this foreign tax credit on his UK tax return, a full refund will be provided to the Company. 2Executive Directors defer 33% of the bonus into Smiths shares. The total bonus paid during the year, including deferral, is captured under Annual Bonus above. The deferral is for a three- year period and is not subject to any further performance or other conditions. 3The share price appreciation attributable to the FY2022 Long Term Incentive for John Shipsey was 8.0% (£7,663). For FY2021 it was 11.3% (£20,526). No discretion has been applied to the amounts attributable toshare priceappreciation. 4The Long Term Incentive value for FY2021 for John Shipsey has been restated to show the actual amount (rather than the estimated amount in last year’s report) and to include dividend accrual payments of £22,461 which was paid on vesting. The total remuneration is also restated accordingly. The estimated Long Term Incentive values for FY2022 are calculated using the vesting percentage of 14.1% and the average share price over the three months to 29 July 2022 of 1,479p; it also includes the dividend accrual payment of £16,791 for John Shipsey, payable on vesting. The average share price for the five days to 29 July 2022 of 1,512p is used to calculate the dividend equivalent value. #### Salary Clare Scherrer was appointed to the Board as Chief Financial Officer on 29 April 2022 with an annual base salary of £553,750. The values in the single figure table above reflect the remuneration paid from 29 April 2022. John Shipsey stepped down from the Board as Chief Financial Officer on 29 April 2022 and remained employed by the Group until 31 July 2022 to ensure a smooth transition. The values in the single figure table above reflect the remuneration paid to 31 July 2022. #### Benefits Benefits for Executive Directors include life assurance, disability insurance, private healthcare insurance, car related benefits and relocation benefits (CEO only). #### Pension Executives may choose either to participate in the Company’s defined contribution pension plan or to receive a pension allowance in lieu thereof. Paul Keel and Clare Scherrer received an allowance in lieu of pension contribution equivalent to 12% of salary during the year. This is aligned to the rate available to the wider UK workforce. John Shipsey received an allowance in lieu of pension contribution of 20.5% of salary during the year. #### FY2022 annual bonus outcome The maximum annual bonus opportunities for FY2022 were 200% of salary for Paul Keel, 165% of salary for Clare Scherrer (pro-rated for time since appointment) and 165% of salary for the former CFO, John Shipsey. For FY2022, financial metrics made up 90% of the annual bonus, with the final 10% based on performance against personal objectives. The table below summarises the financial targets and the Company’s actual performance (restated at budget exchange rates) against these for the FY2022 annual bonus. Performance targets, actual performance and outturn Measure Weighting Threshold 25% payout Target 50% payout Maximum 100% payout Actual Outturn Operating Profit 40% £459m £478m £502m £464 12.8% Revenue Growth 30% £2,784m £2,841m £2,926m £2,832 13.8% Headline Operating Cash Conversion H1 10% 90% 100% 110% 93% 3.2% FY 10% 95% 105% 115% 81% 0.0% Total Financial 90% 29.8% Personal Objectives 10% 90% 9.0% Total 100% 38.8% REMUNERATION 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 80 ![]() #### Personal objectives Challenging personal objectives are set each year for the Executive Directors, to reinforce the Company’s operating and strategic priorities. The personal objectives for the Executive Directors for FY2022 comprised a number of strategic long-term enablers, some of which remain commercially sensitive, together with short-term projects aligned to innovation, operational excellence and capability planning. Achievements against personal objectives in the year (which have a 10% weighting) are in the table below. During the process of stepping down, the performance of John Shipsey was considered and assessed by the Committee and an overall rating of 80% was agreed (outturn of 8% of maximum bonus). Paul Keel Category Achievement Outturn Growth (including financials) Group Strategy Developed and communicated a compelling enterprise strategy for the Group including extensive investor engagement, a highlight of which was the November 2021 Capital Markets Event. Environmental, Social & Governance Established a Board-level sustainability focused Committee - the Science, Sustainability & Excellence (SSE) Committee and appointed Chief Sustainability Officer. Oversaw the development and implementation of a compelling Group-wide sustainability strategy which was incorporated into incentive compensation programmes. Set and communicated environmental goals, to support the delivery of our commitment to Net Zero GHG Emissions from operations by 2040. Mapped our approach, signing on to the Science Based Targets Initiative and the UN Race to Zero pledge. Portfolio Closed the Smiths Medical transaction with an enterprise value of $2.7bn and an equity value of $2.4bn after adjustments for debt, liabilities and working capital. 44.2/50.0 Execution Smiths Excellence System (SES) Developed and deployed a Group-wide SES programme, building on the foundations of the SES Academy and embedding lean methodology. Appointment of Master Black Belts and Black Belts in all divisions to ensure delivery of results. Operations Navigated global supply chain headwinds, including impacts from Ukraine invasion. Delivered productivity and pricing gains to offset raw material inflation. Managed working capital levels to support growth. Customer Improved On Time in Full (OTIF) and reduced Cost of Poor Quality (COPQ). 23.0/25.0 People Team Key Executive Committee appointments including CFO, CPO, CSO, John Crane President and Group SES Director. Inclusion and Diversity Established an extended leadership team comprised of the top 200 leaders, with improved diversity. In addition, the number of senior leadership positions taken by females is 24%. TalentDevelopment Developed and launched an assessment, development and reward programme that ensures all critical leadership roles have ‘ready now’ successor and talent pipeline is constantly reviewed and in development. 22.8/25.0 Total (9% of maximum bonus opportunity) 90.0/100.0 Clare Scherrer (from 29 April 2022) Achievement Outturn Growth Execution People Clare has made an excellent start in her first quarter with Smiths including: - – Concluding the final buy-in for the £1bn legacy TI Group Pension Scheme – Developing and deploying strong internal controls – Structuring an effective Finance Leadership team with key appointments – Delivering good H2 financial results and fifth consecutive quarter of growth Overall rating of 90% was approved by theCommittee representing 9% of maximum bonus (pro-rated for service) REMUNERATION 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 81 ![]() #### Overall FY2022 annual bonus outturn The following table sets out the overall FY2022 bonus outturn for Executive Directors: Maximum opportunity Outturn (percentage of maximum) Paul Keel 200% 38.8% Clare Scherrer 1 165% 38.8% John Shipsey(former CFO) 165% 37.8% 1Clare Scherrer joined the Board as Chief Financial Officer on 29 April. The maximum bonus opportunity of 165% of salary has been pro-rated to reflect the time since appointment. The Committee considered the amounts carefully in the context of the Group’s performance, individual performance and the current macroeconomic environment, and determined that the amounts were a fair reflection of performance in the past financial year. #### FY2020 long-term incentive plan outcome John Shipsey received an award under the LTIP in October 2019, subject to the following performance conditions: Measure Weighting Performance period Threshold (25%) Maximum (100%) Actual Outturn (% of vesting) Organic sales growth 30% 1 August 2019 to 31 July 2022 3% 6%0.6% 0.0% Group EPS growth after tax 25% 1 August 2019 to 31 July 2022 4% p.a. 11%p.a. 1.8% 0.0% Average ROCE 20% 1 August 2019 to 31 July 2022 15%p.a. 18%p.a. 13.7% 0.0% Average headline operating cash conversion 25% 1 August 2019 to 31 July 2022 90% 105% 96% 14.1% Total vesting 14.1% No discretion was exercised by the Remuneration & People Committee in respect of the formulaic outcomes under the LTIP. No awards were due to vest to Paul Keel or Clare Scherrer under this award. #### Scheme interests awarded in respect of FY2022 (audited) Scheme interests awarded are outlined below. Scheme Form of awardDate of grant Number of shares awarded Award price Face value (£000) % vesting at threshold performance Performance period end date Paul Keel LTIP Conditional shares 5 November 2021 189,900 1,435p 2,725 25% 31 July 2024 Paul Keel Deferred bonus Conditional shares 5 November 2021 5,378 1,435p 77 N/AN/A John Shipsey LTIP Conditional shares 5 November 2021 100,150 1,435p1,437 25% 31 July 2024 John Shipsey Deferred bonus Conditional shares 5 November 2021 13,680 1,435p 196 N/AN/A No awards were granted to Clare Scherrer in FY2022. The performance measures for the FY2022 LTIP award are as follows: Measure Weighting Threshold (25% vesting) Maximum Three-year EPS growth after tax 20% 4% p.a. 11%p.a. Three-year organic revenue growth 30% 2% p.a. 6% p.a. Three-year average free cash-flow (as a percentage of operating profit) 20% 45%55% Three-year average return on capital employed 15% 13% 17% Three-year reduction ingreenhouse gas emissions (normalised) 15% 5% 10% Total 100% REMUNERATION 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 82 ![]() #### Payments to past Directors (audited) Andy Reynolds Smith was paid an amount of £876,451 in lieu of notice for the unserved part of his twelve month notice period which ended on 24 May 2022. In addition, the FY2020 LTIP will vest in 2022, pro-rated for service to 31 July 2021. 179,627 shares, pro-rated for service will vest at 14.1%. This is equivalent to 16,885 shares a with an estimated value of £249,729. #### Payments for loss of office (audited) John Shipsey stepped down from the Board on 29 April 2022 but remained an employee of the Company on his existing terms of employment until 31 July 2022. Mr Shipsey will be paid in lieu of notice for the unserved part of his 12 month notice period. The payment in lieu of notice will be made in monthly instalments to enable a reduction in the payments in the event that Mr Shipsey finds alternative employment prior to 29 April 2023. Further details in relation to the payment in lieu of notice will be provided in the FY2023 Annual Report. Mr Shipsey remained entitled to receive an annual bonus for FY2022, the full value of which has been included in the single figure table. One third of the annual bonus will be deferred into shares for three years. Mr Shipsey’s share awards under the Company’s Long-Term Incentive Plan (LTIP), will be preserved in accordance with the good leaver provisions of the LTIP, subject to a time pro-rating adjustment and normal vesting dates. Information relating to the vesting of shares under the LTIP will be updated in the relevant Directors’ Remuneration Reports. The Company made a contribution towards Mr Shipsey’s legal fees of up to £12,000. #### Directors’ share options and long-term share plans (audited) Option and award data Awardsvested FY2021 Director and Plan Options and awards held on 31 July 2022 Number Options and awards held on 31 July 2021 Number Performance test Exercise price Grant date Vesting date+ Expiry date++ Date vested Number Exercise price Market price at date of grant Market price at date of vesting Paul Keel LTIP 141,059141,059 B n/a 28/09/21 Nov 2023 189,900 0C 05/11/21 Nov 2024 Deferred bonus award 5,378 0– n/a 05/11/2105/11/24 SAYE 1,547 0– 1163p 17/05/22 01/08/25 01/02/26 John Shipsey (Former CFO) LTIP 0 95,837 A n/a 31/10/18 Oct 2021 13/10/21 18,209 n/a 1,369p 1,421p 95,83795,837 A n/a 03/10/19 Oct 2022 95,83795,837 B n/a 04/11/20 Nov 2023 100,150 0C 05/11/21 Nov 2024 Deferred bonus award 0 6,393 – n/a 31/10/18 31/10/2131/10/21 6,393 n/a 1,369p 1,421p 6,9336,933 – n/a 03/10/19 03/10/22 3,406 0– n/a 04/11/2004/11/23 13,680 0 05/11/2105/11/24 SAYE 1,9691,969 – 914p 20/05/20 01/08/23 01/02/24 Key LTIPThe Smiths Group Long-Term Incentive Plan 2015. SAYEThe Smiths Group Sharesave Scheme. +The vesting dates shown above in respect of awards made under the LTIP are subject to the relevant performance test(s) being passed. ++The expiry dates shown above apply in normal circumstances. Performance tests ALTIP awards in 2018 and 2019 – 25% subject to EPS growth; 20% subject to ROCE; 25% subject to cash conversion; 30% subject to organic revenue growth. BLTIP awards in 2020 – 25% subject to EPS growth; 25% subject to ROCE; 25% subject to free cash-flow; 25% subject to organic revenue growth. CLTIP awards in 2021 – 20% subject to EPS growth; 15% subject to ROCE; 20% subject to free cash-flow; 30% subject to organic revenue growth; 15% subject to reduction in greenhouse gas emissions. –There are no performance criteria for the Deferred Bonus Shares awards or SAYE. Notes –The high and low market prices of the ordinary shares during the period 1 August 2021 to 29 July 2022 were 1,629p and 1,356p respectively. The mid-market closing price on 31 July 2021 was 1,555.5p and on 29 July 2022 was 1,543p. –The mid-market closing price of a Smiths Group share on the date of the awards made to Directors in the FY2022 financial year was 1,435p (5 November 2021). –The option over 1,547 shares granted to and held by Paul Keel at 31 July 2022 were granted at an exercise price below the market price of a Smiths Group share on 17 May 2022 (1,454p). Shares are granted in May but the savings period commences in August. –The options over 1,969 shares granted to and held by John Shipsey at 31 July 2022 were granted at an exercise price below the market price of a Smiths Group share on 20 May 2020 (1,268p). Shares are granted in May but the savings period commences in August. –None of the options or awards listed above was subject to any payment on grant. –No other Directors held any options over the Company’s shares during the period 1 August 2021 to 31 July 2022. –No options or awards have been granted to or exercised by Directors or have lapsed during the period 1 August to 16 September 2022. –At 31 July 2022, the trustee of the Employee Share Trust held 618,662 shares. The market value of the shares held by the trustee on 31 July 2022 was £9,545,955 and all dividends were waived in the year in respect of the shares held by the trustee. –Special provisions permit early exercise of options and vesting of awards in the event of retirement, redundancy, and death. REMUNERATION 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 83 ![]() #### Share ownership requirement for Executive Directors Executive Directors are required to build a minimum shareholding equivalent to the annual fixed number of shares awarded under the LTIP within five years. Executive Directors are required to retain at least 50% of any net vested share awards (after sales to meet tax liabilities) until those guidelines are achieved. Shares under deferred bonus awards and LTIP awards which have vested but are subject to a further holding period (net of assumed income tax) count towards the requirement. Awards that are still subject to performance conditions do not count towards the requirement. Executive Directors will be required to hold shares equivalent to their full in-employment shareholding guideline, or actual holding if lower, for two years post-employment, in line with best practice guidance. To enforce this requirement, vested shares are held in a nominee account provided by Smiths share plan administrator. This policy applies to Andy Reynolds Smith, who stepped down from the Group during FY2021, and John Shipsey who stepped down from the Group during FY2022. Mr Reynolds Smith is required to hold a number of shares in the Company with a value at least equal to £2,109,450 at 31 July 2021 until at least 31 July 2023, while Mr Shipsey is required to hold 54,959 shares in the Company until at least 31 July 2024. #### Share scheme dilution limits The Company complies with the guidelines laid down by the Investment Association. These restrict the issue of new shares under all the Company’s share schemes in any ten-year period to 10% of the issued ordinary share capital and under the Company’s discretionary schemes to 5% in any ten-year period. As at 31 July 2022 the headroom available under these limits was 8.28% and 3.79% respectively. #### Executive Directors’ shareholdings (audited) The table below shows the shareholding for each Executive Director against their respective shareholding requirement as at 31 July 2022. Director and Plan Shareholding requirement Shares owned outright Shares subject to performance Vested shares in holdingperiod Shares arising from bonus deferral Save As You Earn (SAYE) Current shareholding (% of requirement) 1 Shareholding requirement met Paul Keel 189,900shares 25,000 330,959 0 5,378 1,547 14.6% No Clare Scherrer 91,342shares 25,000 0000 27.4% No 1Shares owned outright (including vested shares in holding period), and the net of income tax value of shares arising from bonus deferral are taken into account for the shareholding requirement. Executive Directors have five years from the date of appointment to meet the required personal shareholding; Paul Keel has until 25 May 2026 and Clare Scherrer has until 29 April 2027 to meet the requirement. There have been no changes to the Directors’ shareholdings between 1 August 2022 and 16 September 2022. #### TSR performance The following graph shows the Company’s total shareholder return (TSR) performance over the past ten years compared to the FTSE 100 Index. The FTSE 100 Index, of which the Company has been a member throughout the period, has been selected to reflect the TSR performance of other leading UK-listed companies. The values of hypothetical £100 investments in the FTSE 100 Index and Smiths Group plc shares at 31 July 2022 were £187.25 and £191.44 respectively. #### Total Shareholder Return Value of £100 invested on 31 July 2012 Smiths Group FTSE100 20122013 £134.58 £129.86 £129.14 £121.19 £131.40 £136.72 £182.50 £195.66 £170.34 £195.53 £175.63 £158.07 £133.74 201420152016201720182019202220212020 £220 £200 £100 £120 £140 £160 £180 £149.00 £ 187.25 £178.50 £ 191.44 £176.01 £202.90 £120.21 £100 REMUNERATION 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 84 ![]() #### Chief Executive’s remuneration for the last ten years FY2022 P Keel FY2021 P Keel FY2021 A Reynolds Smith FY2020 A Reynolds Smith FY2019 A Reynolds Smith FY2018 A Reynolds Smith FY2017 A Reynolds Smith FY2016 A Reynolds Smith FY2016 P Bowman FY2015 P Bowman FY2014 P Bowman FY2013 P Bowman Total remuneration £000 1,832 450 2,753 2,1964,130 3,2512,320 2,964 1,602 4,195 3,912 3,864 Annual bonus outcome(% max) 39% 76% 70% 17% 41% 42% 96% 89% 88% 80% 43% 39% Common Investment Plan outcome (% max) n/an/a n/an/an/an/an/an/a 100%100%100%100% LTIP outcome (% max) n/an/a 19% 31% 75% 32% n/an/a 18% 17% 18% n/a #### Chief Executive pay ratios These ratios set out the comparison between the Chief Executive’s remuneration and that for employees in the UK workforce. Total remuneration Year Method 25th percentile ratio Median pay ratio 75th percentileratio FY2022 Option B 58:139:126:1 FY2021 Option B 105:175:147:1 FY2020 Option B 75:153:134:1 FY2019 OptionB 133:197:165:1 Salary Year Method 25th percentile ratio Median pay ratio 75th percentileratio FY2022 Option B 28:120:113:1 FY2021 Option B 35:125:117:1 FY2020 Option B 31:122:115:1 FY2019 OptionB 36:126:118:1 Salary (£) Total Remuneration (£) Chief Executive 875,000 1,832,130 25th percentile employee 31,20031,375 Median employee 44,000 47,507 75th percentile employee 64,866 69,420 The pay data for employees in the UK workforce has been calculated using Option B, based on the data used for gender pay reporting, due to the availability of data at the time the Annual Report was published. The gender pay reporting basis comprises salary and benefits as at 15 April 2022 and incentive payments payable in respect of FY2022. The Committee considers that this provides an outcome that is representative of the employees at these pay levels. It is assumed that the value of employee benefits is 7.0% of base salary. The workforce remuneration figures are those paid to UK employees whose pay is at the 25th, median and 75th percentile of pay for the Group’s UK employees. Figures are shown on both the prescribed basis using total pay and also salary only which provides a useful ongoing comparison as it is a less volatile basis. The total remuneration ratios have reduced primarily due to the CEO not currently being in receipt of LTIP payments. The Committee monitors ratios on an annual basis. #### Percentage change in Directors’ remuneration FY2021 to FY2022 FY2020 to FY2021 Salary/Fees Benefits Bonus Salary/Fees Benefits Bonus Chief Executive Officer 0% 239% 204% n/an/an/a Chief Financial Officer n/an/an/an/an/an/a Outgoing Chief Financial Officer 2.5% 100% -39% 0% -1.0% 308% Non-executive Director remuneration 2.5% 100% n/a% -4.0% -100% n/a Average of all employees 2.5%2.5% -34% 0%0% 267% ‘All employees’ is defined as all UK Group employees, 200 and 196 employees at all grades in FY2022 and FY2021 respectively. Remuneration for the Chief Executive Officer was pro-rated for service from 25 May 2021 - 31 July 2021 for FY2021. REMUNERATION 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 85 ![]() #### Relative importance of spend on pay The table below shows shareholder distributions (i.e. dividends and share buybacks) and total employee pay expenditure for FY2021 and FY2022, and the percentage change. FY2022 £m FY2021 £m Change Shareholder distributions 661 185 257% Employee costs - Continuing operations 823 – N/A - Total Group (including Smiths Medical) 930 1,019 -8.73% #### Executive Directors’ service contracts The Company’s policy is that Executive Directors are normally employed on terms which include a one-year rolling period of notice from the Company and six months’ notice from the individual. The contract includes provision for the payment of a predetermined sum in the event of termination of employment in certain circumstances (but excluding circumstances where the Company is entitled to dismiss without compensation). In addition to payment of basic salary, pension allowance and benefits in respect of the unexpired portion of the one-year notice period, the predetermined sum would include annual bonus and share awards only in respect of the period they have served, payable following the end of the relevant performance period and subject to the normal performance conditions. Paul Keel is employed under a service contract with the Company dated and effective from 25 May 2021. He became an Executive Director with effect from 25 May 2021. Clare Scherrer is employed under a service contract with the Company dated 13 April 2022 and effective 29 April 2022. She became an Executive Director with effect from 29 April 2022. The service contracts for both Executive Directors may be terminated by 12 months’ notice given by the Company or six months’ notice given by the Director. The Company may elect to terminate the contract by making a payment in lieu of notice equal to the Director’s base salary and benefits (including pension allowance) in respect of any unserved period of notice. The service contracts contain specific provisions enabling a reduction in any phased payments in lieu of notice, in the event that the Director finds alternative employment during the notice period. The service contracts are available for viewing at the Company’s Registered Office. #### Leaving and change-of-control provisions When determining leaving arrangements for an Executive Director the Committee takes into account any contractual agreements including the provisions of any incentive arrangements, typical market practice and the performance and conduct of the individual. For those individuals regarded as ‘bad leavers’ (e.g. voluntary resignation or dismissal for cause), annual bonus awards are forfeited, and outstanding awards under the LTIP automatically lapse. Deferred bonus awards are forfeited on dismissal for cause. A ‘good leaver’ will typically remain eligible for a pro-rated annual bonus award, normally to be paid after the end of the financial year. The Committee retains discretion to pay the bonus early and not to apply deferral where it would otherwise apply, but would do so only in compassionate circumstances. Deferred bonus awards shall continue in full and vest on the originally anticipated vesting dates. Alternatively, in compassionate circumstances, the Committee may determine that awards should vest when the participant ceases employment. Awards in the form of options may be exercised in accordance with the rules of the applicable scheme. LTIP awards will typically vest at the normal vesting date to the extent that the associated performance conditions are met, but will normally be pro-rated on the basis of actual service within the performance period. Any holding period will ordinarily continue to apply. The Committee retains discretion to vest the award before the end of the originally anticipated performance period, and to assess performance accordingly, and to waive the continuation of the holding period or to shorten its application, but would do so only in compassionate circumstances. Vested LTIP awards which are subject to a holding period will ordinarily continue to be subject to the holding period, although the Committee retains discretion to waive the continuation of the holding period or to shorten its application but would do so only in compassionate circumstances. In cases of death or disability, individuals are automatically deemed to be good leavers under the plan rules of the LTIP. All other good leavers will be defined at the discretion of the Committee on a case-by-case basis. In connection with the termination of an Executive Director’s contract, the Company may make a payment on account of accrued but untaken leave. The Company has the power to enter into settlement agreements with Directors and to pay compensation to settle potential legal claims. In addition, and consistent with market practice, in the event of the termination of an Executive Director, the Company may make a contribution towards that individual’s legal fees and fees for outplacement services as part of a negotiated settlement. Any such fees will be disclosed as part of the detail of termination arrangements. In the event of a change of control, LTIP awards will vest to the extent that each of the performance conditions is met based on the Committee’s assessment of performance over the performance period to the date of change of control. For internal performance measures, the Committee may exercise its judgement in determining the outcome based on its assessment of whether or not the performance conditions would have been met to a greater or lesser extent at the end of the full performance period. Awards will also normally be pro-rated to reflect the time that has elapsed between the grant of the award and the date of change of control. The Committee retains discretion to vary these provisions on a case- by-case basis. REMUNERATION 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 86 ![]() #### Non-executive Directors Single figure of annual remuneration (audited) Salary/fees Benefits 1 Total FY2022 £000 FY2021 £000 FY2022 £000 FY2021 £000 FY2022 £000 FY2021 £000 Sir George Buckley 2 461 461 47 – 508 461 Bruno Angelici – 24 - – - 24 Olivier Bohuon – 24 - – - 24 Pam Cheng 77 71 - – 77 71 Dame Ann Dowling 3 87 71 3 – 90 71 Tanya Fratto 81 71 - – 81 71 Karin Hoeing 73 71 - – 73 71 BillSeeger 4 146 119 - – 146 119 Mark Seligman 5 100 99 - – 100 99 NoelTata 89 71 - – 89 71 1Benefits for the Chairman and Non-executive Directors relate to reimbursed travel-related and other expenses (including flight costs where applicable), which are grossed-up for the UK income tax and National Insurance contributions paid by the Company on their behalf. 2Sir George Buckley’s fee is in respect of all his responsibilities for Smiths Group. 3Dame Ann Dowling’s fee comprised her Non-executive Director’s fee and her additional fee for chairing the Science, Sustainability & Excellence Committee. 4Bill Seeger’s fees comprised his Non-executive Director’s fee, his additional fee for chairing Remuneration & People Committee, his additional fee as Senior Independent Director and a supplementary fee provided to the Chairs of each of the Committees related to the sale of Smiths Medical (payable until 31 January 2022). 5Mark Seligman’s fees comprised his Non-executive Director’s fee, his additional fee for chairing the Audit & Risk Committee and a supplementary fee provided to the Chairs of each of the Committees related to the sale of Smiths Medical (payable until 31 January 2022). #### Non-executive Director fees Non-executive Director fees paid during FY2022 and payable during FY2023 are shown below. The Remuneration & People Committee made the decision to focus more of the FY2023 salary increase budget on those sectors of the workforce who are more impacted by current inflationary pressures. It was determined that the NED fee increase should mirror that awarded to senior employees and lower than that of the wider UK workforce. The fee increases of 2.5% will be effective from 1 October 2022. FY2022FY2023 Fee payable to Chairman of the Board for all responsibilities £461,250 £466,920 Non-executive Director base fee £73,030 £74,855 Additional fee payable to the Senior Independent Director £20,000£20,000 Additional fee for Committee Chairs £20,000£20,000 Supplementary fee 1 £15,000 £N/A Attendance allowance for each meeting outside the Non-executive Director’s home continent £4,000£4,000 1Supplementary fee provided to the Chairs of the Audit & Risk and Remuneration & People Committees in respect of additional workload related to the separation of Smiths Medical from the period 1 February 2021 to 31 January 2022. #### Share ownership guidance for Non-executive Directors Non-executive Directors are encouraged to acquire shares in the Company with a value of one times the annual base fee, over a five year period. The five year period is from the later of 1 August 2021 or the date of appointment to the Board. In addition, the Non-executive Directors are encouraged to retain a shareholding of one times the annual base fee for at least two years after the Director leaves the Board. #### Non-executive Directors’ shareholdings (audited) The table below shows the shareholding for each Non-executive Director. 31 July 2022 Sir George Buckley 26,591 Pam Cheng 6,000 Dame Ann Dowling 5,813 Tanya Fratto 1,500 Karin Hoeing 503 Richard Howes 1 - BillSeeger 10,000 Mark Seligman 6,000 NoelTata 6,000 1Richard Howes was appointed as an independent Non-executive Director with effect from 1 September 2022. He was not a member of the Board during FY2022. Following their quarterly acquisition of Ordinary Shares, under a share purchase agreement using a fixed proportion of the after-tax fees received from the Company (20%), Sir George Buckley acquired 812 shares on 1 August 2022 and Karin Hoeing acquired 211 shares on 1 August 2022. There have been no further changes to the Directors’ shareholdings between 1 August 2022 and 16 September 2022. REMUNERATION 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 87 ![]() #### Chairman’s and Non-executive Directors’ letters of appointment The Chairman and the Non-executive Directors serve the Company under letters of appointment and do not have contracts of service or contracts for services. Except where appointed at a General Meeting, Directors stand for election by shareholders at the first AGM following appointment. The Board has resolved that all Directors who are willing to continue in office will stand for re-election by the shareholders each year at the AGM. Either party can terminate the appointment on one month’s written notice and no compensation is payable in the event of an appointment being terminated early. The letters of appointment or other applicable agreements are available for viewing at the Company’s Registered Office. Non-executive Director Date of appointment Sir George Buckley 1 August 2013 Pam Cheng1 March 2020 Dame Ann Dowling 19 September 2018 Tanya Fratto 1 July 2012 Karin Hoeing 2 April 2020 Richard Howes 1 September 2022 BillSeeger 12 May 2014 Mark Seligman 16 May 2016 NoelTata 1 January 2017 #### Statement of shareholder voting The table below sets out the Company voting outcome of the advisory resolution for approval of the Directors’ Remuneration Report and the approval of the Directors’ Remuneration Policy at the 2021 AGM: Resolution Votes for % of votes cast for Votes against % of votes cast against Total votes cast Voteswithheld (abstentions) Directors’ Remuneration Report 315,633,416 95.86% 13,615,338 4.14% 329,248,754 469,665 Directors’ Remuneration Policy 282,034,458 86.69% 43,312,009 13.31% 325,346,467 4,371,952 #### Advisers to the Committee During the year, the Committee received material assistance and advice from the Chief Executive Officer, the Chief People Officer, the Global Reward Director, Deloitte LLP and Freshfields Bruckhaus Deringer LLP. The Committee’s appointed independent remuneration adviser is Deloitte LLP. The Company Secretary is secretary to the Committee. The Company paid a total fee of £167,800 to Deloitte LLP in relation to remuneration advice to the Committee during the year. Fees were determined on the basis of time and expenses. During FY2022, Deloitte LLP provided the Committee with information on market, compliance support for this year’s Directors’ Remuneration Report, advice on remuneration of theincoming Chief Financial Officer, theshareholder consultation process and the provision of other advice relating to remuneration governance and market practice. Deloitte LLP is a founding member of the Remuneration Consultants Group and a signatory to its Code of Conduct. Deloitte LLP provided additional tax advisory services including global corporation tax compliance and employee mobility advice, as well as company secretarial, internal audit co-source, transaction and consultancy services. The Committee is satisfied that the advice provided by Deloitte LLP is objective and independent and that they do not have connections with the Group that may impair their independence. #### Summary of Remuneration Policy Full details of the Remuneration Policy for Executive Directors, which was approved by shareholders at the AGM on 17 November 2021, are set out on the Company’s website and in the 2021 Annual Report and Accounts on pages 112 to 119. The Directors’ Remuneration Report has been approved by the Board and signed on its behalf by: Bill Seeger CHAIRMAN OF THE REMUNERATION & PEOPLE COMMITTEE 22 September 2022 REMUNERATION 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 88 ![]() #### Committee membership and meetings There were three scheduled meetings during the year. Themembers of the Committee, their biographies and attendance at meetings during the year can be found on page 58, 59 and 63. The Chief Executive Officer, Chief Sustainability Officer and Group Operational Excellence Director attended every meeting. Other members of senior management were invited to attend as necessary. #### Committee performance evaluation Through the annual Board evaluation process (pages 64 and 65), the Board confirmed the effectiveness of the Committee in its role of supporting the Board in compliance with its remit. #### Committee activities The main topics considered at Committee meetings were as follows: #### Science John Crane, Smiths Detection and Flex-Tek updated the Committee on their new product development (NPD) processes and pipelines and how technology, innovation and sustainability were influencing their next generation of products. In July the Committee visited Flex-Tek’soperations in Portland, Tennessee, and experienced the new Python line sets at first-hand. Understanding each of the divisions’ NPD processes from ideation to commercialisation of new products in support of the Group’s Gross Vitality KPI has been important. The Committee are highly engaged in this area and are excited by the product opportunities in the NPD pipeline and by ways in which the development processes can beexpedited. #### Sustainability Smiths new Chief Sustainability Officer joined the business in January 2022 and led the development of the new sustainability strategy which was approved by the Board during the year. See page 27 for a summary of the strategy. The Committee received regular updates on the development and implementation of the strategy and how the divisions were driving sustainability in their businesses and embedding it in their new product pipeline. The Committee continued to monitor progress against Smiths sustainability metrics including GHG emissions, renewable electricity, energy efficiency, water use and waste disposal. The Committee monitored progress towards setting Science Based Targets to achieve Net Zero through the SBTi. The Committee approved the new Sustainability at Smiths Report which will provide stakeholders with an enhanced understanding of Smiths approach to ESG. The report can be found on our website www.smiths.com. #### Excellence The Group Operational Excellence Director attended each Committee meeting to report on the Smiths Excellence System (SES). The Committee were updated on the rollout and embedding of phase two of SES and how the business is targeting excellence through results-orientated process improvements and the continuing development of our talented people. SES supports our ability to innovate and deliver new technology for customers. It also supports the execution of our sustainability and Net Zero strategies. The Committee was provided with deep-dives on SES from Flex-Tek which demonstrated how SES was being embedded in thebusiness. #### Chair’s Statement I am pleased to present our first Science, Sustainability & Excellence (SSE) Committee Report. SSE are critical elements in the execution of our strategy. Reflecting the importance and commitment to this topic, this year the Board approved the creation of the SSE Committee to provide the Board with enhanced oversight of SSE matters including the Group’s innovation and new product development process, environmental and sustainability performance, and the embedding and delivery of operational excellence through the Smiths Excellence System. When establishing the Committee, the Board ensured that members brought a range of experience on the SSE related topics that fall within the Committee’s remit. I have had a keen interest in engineering excellence, innovation and sustainability throughout my career including leadership roles as Head of the Engineering Department at the University of Cambridge and as President of the Royal Academy of Engineering. This interest continues through my current positions as Deputy Vice Chancellor and Emeritus Professor of Mechanical Engineering at Cambridge. I was a member of bp plc’s Safety and Sustainability Committee until May 2021. I am delighted to be joined on the Committee by Sir George Buckley, Pam Cheng and Karin Hoeing. Sir George has extensive experience of leading large innovative multinational groups which has been instrumental in our consideration of matters relating to new product development. Pam brings challenge to operational excellence from her role as Executive Vice-President, Operations and Information Technology at AstraZeneca plc. Finally, Karin’s current executive experience as Group ESG, Culture and Business Transformation Director at BAE Systems plc has been invaluable as we have developed our sustainability strategy and priorities. We are also all members of the Remuneration & People Committee and were delighted to be able to recommend the introduction of key and stretching sustainability measures into our incentive arrangements in support of Smiths strategy. Over the next year, I look forward to the Committee’s continued oversight of Smiths SSE agenda, including further presentations from our divisions and Group experts. I am excited by the opportunities presented by the innovation and new products we have in the pipeline to support our growth strategy. I would like to thank my colleagues on the Committee for their contributions during the year and I look forward to continuing our work in FY2023. Dame Ann Dowling CHAIROFTHESCIENCE, SUSTAINABILITY & EXCELLENCECOMMITTEE SCIENCE, ## SUSTAINABILITY ## & EXCELLENCE ## COMMITTEE ## REPORT 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 89 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() Other information that is relevant to the Directors’ Report, and which is also incorporated by reference, can be found as follows: Disclosure Location Likely future developments in the CompanyStrategic Report pages 5 to 23 Directors’dividend recommendation Strategic Report page 15 Research and development activities Strategic Report pages 17 to 20 Employment of disabled personsSustainability at Smiths page 33 Engagement with UK employees Sustainability at Smiths page 32 Engagement with suppliers, customers and others in abusiness relationship with the company Sustainability at Smiths pages 41 to 44 Political donationsand expenditurePolitical donations page 91 Greenhouse gas emissions, energy consumption and energy efficiency Sustainability at Smiths page 30 Corporate Governance Statement Governance Report pages 56 to 92 Directors during FY2022Governance Report pages 58 and 59 Director appointment Governance Report page 68 Amendment ofArticles of Association Governance Report page 68 Indemnities Governance Report page 63 Change of control Remuneration Report page 86 Borrowings and net debt note page 141 Directors’ Responsibility StatementStatement ofDirectors’ responsibilities page 92 Disclosure of information to theauditor Statement ofDirectors’ responsibilities page 92 Financial Instruments Financial risk management note pages 142 to 148 Share capital disclosures Share capital note page 155 Acquisition of own shares (share buyback programme)Share capital note page 155 Directors’Powers Governance Report page 57 Share capital note page 155 Post Balance Sheet EventsPost Balance Sheet Event note page 163 Overseas branches Subsidiary undertakings note page 186 The Strategic Report is a requirement of the Companies Act 2006 (the ‘Act’) and can be found on pages 5 to 55. The Company has chosen, in accordance with section 414C(11) of the Act, to include certain matters in its Strategic Report that would otherwise be disclosed in this Directors’ Report. The Strategic Report and the Directors’ Report together are the management report for the purposes of Rule 4.1.8R of the Disclosure Guidance and Transparency Rules. ## DIRECTORS’ ## REPORT 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 90 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() #### Listing Rules Disclosure Information required by the Financial Conduct Authority’s Listing Rules can be found as set out below. There are no further disclosures required in accordance with Listing Rule 9.8R. Listing Rule Disclosure Location 9.8.4R(1) Capitalised interest Discontinued operations notepage 157 9.8.4R(12)(13) Dividendwaiver Dividend note page 156 9.8.6R(1) Directors’interests Remuneration Report pages 84 and 87 9.8.6R(2) Major shareholders’ interests Table on page 91 9.8.6R(3)(a)(b) Going Concern and Viability StatementStrategic Report page 54 9.8.6R(4)(a) Purchase of own sharesShare capital note page 155 9.8.6R(5)(6)(a)and(b) UK Corporate Governance Code compliance Governance Report page 56 9.8.6R(7) Unexpired term of Service Contract Remuneration Report page 86 9.8.6R(8)(a) Statement oninclusion of TCFD Sustainability at Smiths page 35 9.8.6R(9) Board diversity targetsGovernance Report page 67 #### Political donations The Group did not give any money for political purposes in the UK, the EU or outside of the EU, nor did it make any political donations to political parties or other political organisations, or to any independent election candidates, or incur any political expenditure during the year. In accordance with the US Federal Election Campaign Act, Smiths provides administrative support to a federal Political Action Committee (PAC) in the US funded by the voluntary political contributions of eligible employees. The PAC is not controlled by the Company and all decisions regarding the amounts and recipients of contributions are directed by a steering committee comprising Government Relations employees and reported to all eligible to contribute to the PAC. Contributions to political organisations reported by the PAC during FY2022 totalled $8,000 (FY2021: $30,500). #### Major shareholder’ interests As at 31 July 2022, the Company had been notified under the Financial Conduct Authority’s Disclosure Guidance & Transparency Rules, or had received disclosures pursuant to the Companies Act 2006, of the following holdings of voting rights in its shares: Number of votingrightsNumber of votingrights % of total voting rights Date ofnotification BlackRock, Inc. 23.3m 5.9 31 May 2018 Ameriprise Financial, Inc. 20.8m 5.3 3 October 2018 Artemis Investment Management LLP 19.8m 5.0 14 April 2020 Harris Associates L.P. 19.7m 5.0 22 July 2019 Dodge & Cox 19.2m 5.0 12 March 2022 Jupiter Asset Management 14.8m 3.8 22 September 2016 No further notifications were received between 1 August and 16 September 2022 By order of the Board Matthew Whyte COMPANYSECRETARY 22 September 2022 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 91 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() Statementof Directors’ responsibilities in respect of the Annual Report and the financialstatements The Directors are responsible for preparing the Annual Report, includinga Strategic Report, Directors’Report, Directors’ Remuneration Report and Corporate Governance Statement, and the Group and Parent Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. Under that law the Directors have elected to prepare the Group financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and applicable law and have elected to prepare the Parent Company financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 ‘Reduced Disclosure Framework.’ Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Parent Company and of their profit or loss for that period. In preparing each of the Group and Parent Company financial statements, the Directors arerequiredto: – Select suitable accounting policies and then apply them consistently; – Make judgements and estimates that are reasonable, relevant, reliable and prudent; – For the Group financial statements, state whether applicable UK-adopted international accounting standards have been followed for the group financial statements; – For the Parent Company financial statements, state whether applicable United Kingdom Accounting Standards have been followed subject to any material departures disclosed and explained in the Parent Company financial statements; – Assess the Group and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and – Use the going concern basis of accounting unless they either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company’stransactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error and have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate governance and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions. In accordance with Disclosure Guidance and Transparency Rule 4.1.14R, the financial statements will form part of the annual financial report prepared using the single electronic reporting format under the Transparency Directive European Single Electronic Format (‘ESEF’) Regulation. The auditor’s report on these financial statements provides no assurance over the ESEF format. #### Directors’ responsibility statement Each of the Directors (who are listed on pages 58 and 59) confirms that to the best of his or her knowledge: – The financial statements, which have been prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken asa whole; – The Strategic Report and Group Directors’ Report, together the management report, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and – As at the date of this Annual Report and financial statements, there is no relevant audit information of which the Company’s auditor is unaware. Each Director has taken all the steps he or she should have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. We consider the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy. Signed on behalf of the Board of Directors: Paul KeelClare Scherrer CHIEF EXECUTIVE OFFICERCHIEF FINANCIAL OFFICER 22 September 2022 01OVERVIEW 02 STRATEGIC REPORT 03 GOVERNANCE 04FINANCIALSTATEMENTS 92 SMITHS GROUP PLC ANNUAL REPORT FY2022 ![]() ## INDEPENDENT ## AUDITOR’S ## REPORT #### to the members of Smiths Group plc Independent auditor’s report93 Consolidated primary statements Consolidated incomestatement103 Consolidated statement ofcomprehensive income104 Consolidated balance sheet105 Consolidated statement of changes in equity106 Consolidatedcash-flow statement107 Accounting policies108 Notes to the accounts 1Segment information116 2Operating costs120 3Non-statutory profit measures121 4Net finance costs123 5Earnings per share124 6 Taxation124 7 Employees127 8Retirement benefits128 9Employee share schemes133 10Intangible assets134 11Impairment testing135 12Property, plant and equipment137 13Right of use assets138 14Financial assets – other investments138 15 Inventories138 16Trade and other receivables139 17Trade and other payables140 18Borrowings and net debt140 19Financial risk management142 20Derivative financial instruments148 21Fair value of financial instruments150 22 Commitments151 23Provisions and contingent liabilities151 24Share capital155 25 Dividends156 26 Reserves156 27Discontinued operations and businesses held for sale157 28Cash-flow159 29Alternative performance measures and key performance indicators160 30Post Balance Sheet Events163 31Audit exemption taken for subsidiaries163 Unaudited five-year Group financial record164 Unaudited US dollar primary statements165 Smiths Group plc Company accounts Company balance sheet171 Company statement of changes in equity172 Company accounting policies173 Notes to the Company accounts176 Subsidiary undertakings180 #### 04 Financial statements 93-187 #### 1 Our opinion is unmodified We have audited the financial statements of Smiths Group plc (“the Company”) for the year ended 31 July 2022 which comprise the consolidated income statement, consolidated statement of comprehensive income, consolidated balance sheet, consolidated statement of changes in equity, consolidated cash-flow statement, Company balance sheet, Company statement of changes in equity, and the related notes, including the accounting policies on pages 108 to 115. In ouropinion: – the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 July 2022 and of the Group’s profit for the year then ended; – the Group financial statements have been properly prepared in accordance with UK-adopted international accountingstandards; – the parent Company financial statements have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework; and – the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. #### Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the Audit & Risk Committee. We were first appointed as auditor by the shareholders on 13 November 2019. The period of total uninterrupted engagement is for the three financial years ended 31 July 2022. We have fulfilled our ethical responsibilities under,and we remain independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit services prohibited by that Standard were provided. INDEPENDENT AUDITOR’S REPORT 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 93 ![]() Recoverability of goodwill in respect of the Smiths Detection cash generating unit (CGU) (Group) (£644 million (2021: £610 million)) Refer to page 71 (Audit & Risk Committee Report), page 108 (accounting policies) and page 135 (financialdisclosures) #### Risk vs 2021: increase #### The risk – subjective estimate and forecast #### based assessment The Group holds a significant amount of goodwill, especially in relation to the Smiths Detection cash generating unit (CGU). The value in use calculation for the Smiths Detection CGU, which represents the estimated recoverable amount, is subjective due to the inherent uncertainty involved in forecasting and discounting estimated future cash flows (specifically the key assumptions - discount rate, projected cost inflation and 5-year revenue growth rate). As part of our risk assessment, we determined that the value in use of the CGU has a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole, and possibly many times that amount. The financial statements (note 11) disclose the sensitivity estimated by management. These disclosures give relevant information about the estimation uncertainty including the risk of a reduction in the headroom or need for an impairment as a result of a reasonably possible change in one or more of the key assumptions used in the value in use calculation for this CGU. #### Overview Materiality: group financial statements as a whole £16 million (2021: £11.3 million). 5.1% of Group profit before taxation from continuing operations normalised to exclude the effect of specific items as explained in section 5 of this report. (2021: 4.5% of Group profit before taxation from continuing operations normalised to exclude the effect of specific items and by averaging over the last three years). Coverage: 82% (2021: 70%) of Group profit before taxation from continuing operations. #### Key audit matters vs 2021 Recoverability of Goodwill in respect of the Smiths Detection cash generating unit (CGU) (Group) ▲ Estimation oflitigation provisions for asbestos in John Crane, Inc. (Group) ‹› Valuation of UK defined benefit SIPS’s pension scheme liabilities and accounting of settlement loss in TIGPS pension scheme (Parent Company) ▼ #### 2 Changes to Key Audit Matters As at 31 July 2021, we identified a key audit matter (Group) in relation to the recoverability of capitalised development costs for the Intellifuse programme within assets held for sale in the Smiths Medical division. Following the sale of the Smiths Medical division during the year, this is no longer a relevant risk of material misstatement and therefore no longer a key audit matter. As at 31 July 2021, we identified a key audit matter (Parent Company) in relation to defined benefit pension liabilities which included both the TIGPS and SIPS pension schemes. Following the execution of a buy-in insurance policy for the TIGPS scheme during the current year, this is no longer a relevant risk of material misstatement and therefore no longer a key audit matter. We continue to recognise UK SIPS pension scheme as a key audit matter (Parent Company) in the current year. In addition, the audit of the buy-in transaction is considered to be an area which had significant effect on our overall audit strategy and allocation of resources in planning and completing the audit and is therefore included as a key audit matter. #### 3 Key audit matters: our assessment #### of risks of material misstatement Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. We summarise below the key audit matters, in decreasing order of audit significance, in arriving at our audit opinion above, together with our key audit procedures to address those matters and, as required for public interest entities, our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these matters. INDEPENDENT AUDITOR’S REPORT 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 94 ![]() #### Our response We performed the tests below rather than seeking to rely on any of the Group’s controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through thedetailed procedures described. Ourprocedures included: – Benchmarking assumptions and historical comparison: Assessing and challenging the key assumptions through retrospective review and comparison to external industry forecasts. – Our sector experience: Using our valuations specialists to challenge the appropriateness of discount rates by deriving our own independent range and used external market data to challenge management assumption of 5-year revenue growth rates. – Sensitivity analysis: Estimating the value in use utilising independent and more conservative forecasts and discount rates and assessing whether this resulted in impairment. – Comparing valuations: Using our valuationspecialist, comparing the valuation per the value in use impairment model against expected enterprise valuations per analyst reports and comparable companies’ earnings multiple. – Assessing transparency: Assessing the adequacy of the Group’s disclosures in respect of the judgement and estimates around goodwill recoverability for the Smiths Detection CGU, including disclosures of the sensitivity in the value in use calculations to changes in the key assumptions. #### Our results We found the carrying amount of goodwill related to the Smiths Detection CGU to be acceptable (2021: acceptable) and we found the sensitivity disclosure made tobe acceptable (2021:acceptable). Estimation of litigationprovisions for asbestos in John Crane, Inc. £229 million (2021: £212 million)) Refer to page 72 (Audit & Risk Committee Report), page 108 (accounting policies) and page 151 (financial disclosures) #### Risk vs 2021: unchanged #### The risk – subjective estimate There are significant judgements and estimates involved in the assumptions underlying the provisions in respect of John Crane, Inc. asbestos litigation, including the projection period, forecast number of future claims and associated claim and defence costs applied to the forecast and the methodology applied for estimating the provision. The effect of these matters is that, as part of our risk assessment, we determined that the litigation provision has a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole and possibly many times that amount. The financial statements (note 23) disclose the sensitivity estimated by the Group. #### Our response We performed the tests below rather than seeking to rely on any of the Group’s controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through thedetailed procedures described. Ourprocedures included: – Our actuarial expertise: Challenging the key judgement of the ten-year projection period using our own actuarial specialist and oursector knowledgeand expertise. – Benchmarking assumptions: Using our own actuarial specialists, we derived our own independent range of the estimated provision. – Enquiry of lawyers: Obtaining external independent legal confirmations of historical and ongoing claims and agreeing to the historical and ongoing claims data used by management expert for estimating the future projected cost and claims. – Assessed management’s expert: Assessing the competency, knowledge and independence of the expert using our own specialist. – Assessing methodology: Evaluating the methodology applied by management to the estimation to assess that the methodology utilised is in line with industry practice. – Historical comparison: Assessing and challenging the projected indemnity and defence expenditure through retrospective review of incurred cost. – Assessing transparency: Assessing whether the disclosures of the effect of reasonably possible changes in key judgements and assumptions reflects the risks inherent in the provisions’ estimation. #### Our results We found the level of litigation provisioning and related disclosures in the financial statements in respect of John Crane Inc. asbestos litigation to be acceptable (2021: acceptable). INDEPENDENT AUDITOR’S REPORT 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 95 ![]() Valuation ofUK defined benefit SIPS pension scheme liabilities (£1,603 million (2021: 2,078 million)) and accounting of settlement loss and past service cost in relation to TIGPS pension scheme buy-in ((£195 million (2021: Nil)) (Parent Company) Refer to page 72 (Audit & Risk Committee Report), page 108 (accounting policies) and page 128 (financialdisclosures) #### Risk vs 2021: decrease The risk - subjective valuation and #### significant transaction Significant estimates are made in valuing the Company’s post retirement defined benefit plan obligations in particular the discount rates, the inflation rates, mortality and pension increase assumptions. Small changes in the assumptions used to determine the liabilities, in particular those relating to discount rates, inflation and mortality can have a significant impact on the valuation of the liabilities. The effect of these matters is that, as part of our risk assessment, we determined that the pension assumptions have a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole, and possibly many times that amount. In conducting our final audit work, following the buy-in secured during the current year with an intention to fully buy-out the scheme in the near future, we reassessed the degree of estimation uncertainty for TIGPS scheme to be less than that materiality. However, the audit of the buy-in transaction is considered to be an area which had significant effect on our overall audit strategy and allocation of resources in planning and completing the audit with regard to the quantum of the settlement loss and the accounting of the transaction as a settlement rather than an investment decision. #### Our response We performed the tests below rather than seeking to rely on any of the Group’s controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through thedetailed procedures described. Ourprocedures included: – Benchmarking assumptions: Challenging the key assumptions applied in the calculation of the liability, including the discount rates, inflation rates, mortality and pension increases with the support of our own actuarial specialists by comparing against marketdata. – Assessing actuary’s credentials: Assessing the competence, independence and integrity of the scheme’s actuary. – Inspection of relevant documents: Inspecting contract documents, trustee minutes, project plan and communications to assess whether the buy-in transaction has been accounted for appropriately in accordance with IAS 19 using our own actuarial specialists and our sectorknowledge andexpertise. – Test of detail: Confirmed the transfer of assets to the insurer to fund the initial premium for the buy-in. We reconciled the benefit cash flows, administration and other expenses with external evidence obtained. – Assessing transparency: Considering the adequacy of the disclosures in respect of the sensitivity of the obligation to key assumptions and the disclosure in respect of the buy- in transaction. #### Our results We found the valuation of the pension scheme liabilities of SIPS scheme to be acceptable (2021: acceptable) and we found the sensitivity disclosure made to be acceptable (2021: acceptable). We found the accounting of the settlement loss and past service cost for TIGPS scheme in the period to be acceptable (2021: Nil). INDEPENDENT AUDITOR’S REPORT 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 96 ![]() #### 4 The impact of climate change on our audit We have considered the potential impacts of climate change on the financial statements as part of planning our audit. As the Group has set out on page 40, climate change has the potential to give rise to a number of transition risks and opportunities and physical risks and opportunities. The Group has stated their commitment to achieve Net Zero for Scope 1 and 2 emissions by 2040 and to achieve Net Zero for Scope 3 emissions by 2050. The areas of the financial statements that are most likely to be potentially affected by climate related changes and initiatives are future loss of revenue due tosupply chain challenges. The Group considered the impact of climate change and the Group’s targets in the preparation of the financial statements, as described on page 39, and concluded this did not have a material effect on the consolidated financial statements. We performed a risk assessment, taking into account climate change risks and the commitments made by the Group. We held inquiries of management regarding their processes for assessing the potential impact of climate change risk on the Group’s financial statements and held discussions with our own climate change professionals to challenge our risk assessment. Based on our risk assessment we determined that the balances in these financial statements are not at significant risk in relation to climate change. This is because, based on our risk assessment, the long-term growth rate is not identified as a key assumption a reasonably possible change in which could result in an impairment in relation to the estimated value in use of the Smiths Detection CGU. Hence, we assessed that there is not a significant impact on our audit for this financial year. There was no impact of climate change on our key audit matters included in section 3. We have read the Group’s disclosure of climate related information in the front half of the Annual Report as set out on pages 35 to 40 and considered consistency with the financial statements and our audit knowledge. £16m (2021: £11.3 million) Whole financial statements materiality £15.8m (2021: £11.0 million) Range of materiality at 32 (2021: 34) components (£0.6m – £15.8m) (2021: £0.6m – £11m) £0.8m (2021: £0.6m) Misstatements reported to the Audit & Risk Committee Group profit before tax from continuing operations, normalised toexclude specific items Group materiality £10.4m (2021: £7.3 million) Whole financial statements performance materiality #### Materiality Group profit before tax from continuing operations, normalised to exclude specific items - £ 314 million (2021: Group profit before tax from continuing operations, normalised to exclude specific items and by averaging over the last three years due to the impact of the COVID-19 pandemic - £253 million) #### 5 Our application of materiality and an #### overview of the scope of our audit #### Materiality Materiality for the Group financial statements as a whole was set at £16 million (2021: £11.3 million), determined with reference to a benchmark of Group profit before tax from continuing operations normalised to excludeforeign exchange gain on intercompany loan with discontinued operations, of £22 million (2021: £50 million loss), retirement benefit scheme settlement loss £171 million (2021: Nil), past service equalisation cost £43 million (2021: Nil) and impairment of assets £19 million (2021 : Nil). Materiality for the 2021 Group financial statements as a whole was determined with reference to a benchmark of Group profit before tax from continuing operations normalised as described above and also by averaging over the last three years due to the impact of the COVID-19 pandemic. The Group team performed procedures on the excluded items. Materiality for the Parent Company financial statements as a whole was set at £15.8 million (2021: £11.0 million), determined with reference to a benchmark of Parent Company total assets, limited to be less than materiality for Group materiality as a whole. It represents 0.4%% (2021: 0.5%) of total assets. In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a material amount across the financial statements as a whole. Performance materiality was set at 65% (2021: 65%) of materiality for the financial statements as a whole, which equates to £10.4 million (2021: £7.3million) for the Group and £10.2 million (2021: £7.2 million) for the Parent company. We applied this percentage in our determination of performance materiality based on the level of identified audit misstatements and control deficiencies during the prior year. We agreed to report to the Audit & Risk Committee any corrected or uncorrected identified misstatements exceeding £0.8 million (2021: £0.6 million), in addition to other identified misstatements that warranted reporting on qualitative grounds. INDEPENDENT AUDITOR’S REPORT 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 97 ![]() #### Scope The Group operates in more than 50 countries across six continents with the largest footprints being in the US, Europe and Asia. The Group is organised into four divisions: John Crane, Smiths Detection, Flex-Tek and Smiths Interconnect is a consolidation of over 250 reporting components. Smiths Medical division was sold in current year (discontinued operations). We scoped the audit by obtaining an understanding of the Group and its environment and assessing the risk of material misstatement at the Group level. We have considered components based on their contribution to Group revenue; Group Assets and Group profit before tax for continuing operations including whether we had sufficient coverage over each division and the specific risks in the components. Of the Group’s 253 (2021: 254) reporting components, we subjected 23 (2021: 24) to full scope audits for Group purposes and 9 (2021:8) to specified risk-focused audit procedures or audit of specific account balances. The components for which we performed audit of specific account balances were not individually financially significant enough to require a full scope audit for Group purposes but were included in the scope of our Group reporting work in order to provide further coverage over the Group’s results. The components for which we performed specified risk-focused audit procedures were not individually financially significant enough to require an audit for Group reporting purposes but did present specific individual risks that needed to be addressed. Specifiedrisk-focused audit procedures wereperformed over a number of areas, including litigation provisions and defined benefit pension assets and liabilities. The Group audit performed analytical procedures over the trading results of the discontinued operation (the Smiths Medical division) and substantive test over the disposal accounting and resultant profit on sale recognized in the consolidated financial statements. The scope of the audit work performed was predominately substantive as we placed limited reliance upon the Group’s internal control over financial reporting. The components within the scope of our work accounted for the following percentages of the Group’s results for continuing operations are shown, right. The remaining 26% (2021: 26%) of total Group revenue, 18% (2021: 30%) of Group profit before tax from continuing operations and 25% (2021: 21%) of total Group assets is represented by reporting components which individually did not represent more than 1% (2021: 3%) of any of total Group revenue for continuing operations, Group profit before tax for continuing operations or total Group assets. For these residual components, we performed an analysis at an aggregated Group level to re-examine our assessment that there were no significant risks of material misstatement within these components. #### The Group’s results GROUP REVENUE GROUP PROFIT BEFORE TAX GROUP TOTAL ASSETS 2022 Group revenue Group profit before tax Group total assets Full scope for group audit purposes 57% 76% 68% Audit of Account Balance 17% 6% 3% Specified risk-focused audit procedures –– 4% Residual components 26% 18% 25% 2021 Full scope for group audit purposes 60% 61% 69% Audit of Account Balance 14% 7%7% Specifiedrisk-focused audit procedures – 2% 3% Residual components 26% 30% 21% (2021 74%) 74% (2021 79%) 75% (2021 70%) 82% INDEPENDENT AUDITOR’S REPORT 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 98 ![]() We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by comparing severe but plausible downside scenarios that could arise from these risks individually and collectively against the level of available financial resources and covenant thresholds indicated by the Group’s financial forecasts. We also assessed the completeness of thegoing concern disclosure. Our conclusions based on this work: – we consider that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate; – we have not identified, and concur with the Directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Group’s or Company’s ability to continue as a going concern for the going concern period; – we have nothing material to add or draw attention to in relation to the Directors’ statement on page 92 to the financial statements on the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Group and Company’s use of that basis for the going concern period, and we found the going concern disclosure on page 54 to be acceptable; and – the related statement under the Listing Rules set out on page 91 is materially consistent with the financial statements and our audit knowledge. However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Company will continue in operation. The Group audit team instructed component auditors as to the significant areas to be covered, including the relevant risks detailed above and the information to be reported back. The Group audit team set the component materiality which ranged from £0.6 million to £15.8 million (2021: £0.6 million to £11.0 million), having regard to the mix of size and risk profile of the Group across the components. The work on 30 of the 32 (2021: 33 of the 34) components was performed by component auditors and the audit of the Parent Company was performed by the Group team. The work on Smiths Medical including disposal accounting was performed by the Group team. Regular video conference meetings were held with all in-scope components attended by senior group audit team members. These meetings involved explanation of Group audit instructions, involvement in planning audit procedures, discussing progress updates and emerging findings, reviewing outcomes of testing performed and involvement in discussing audit findings with component management. The Group audit team routinely reviewed the audit documentation of all component audits through various stages of their audits. We were unable to visit one China component (not financially significant) and remote access to audit documentation is prohibited by local law. As a result of this restriction, we extended our oversight of this component’s audit through extended discussion with component audit team. #### 6 Going concern The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Company or to cease their operations, and as they have concluded that the Group’s and the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”). We used our knowledge of the Group, its industries and the general economic environment to identify the inherent risks to its business model and analysed how those risks might affect the Group’s and Company’s financialresources or ability to continueoperations over the going concern period. The risks that we considered most likely to adversely affect the Group’s and Company’s available financial resources and metrics relevant to debt covenants over this period were: – Adverse trading conditions and impact on the Group’s operations or that of its suppliers and customers, such as delays and cancellations of orders and deliveries, as a result of recurrence of COVID 19 disruption, resulting in a significant deterioration in the Group’sliquidity position. – Product quality failure which would result in reputational damage amongst customers and therefore reduction in orders and customer loss as well as potential significant liability claims raised against the Group. INDEPENDENT AUDITOR’S REPORT 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 99 ![]() 7Fraud and breaches of laws and #### regulations – ability to detect #### Identifying and responding to risks of material #### misstatement due to fraud To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included: – Enquiring of Directors, the Audit & Risk Committee, internal audit and inspection of policy documentation as to the Group’s high-level policies and procedures to prevent and detect fraud, including the internal audit function, and the Group’s channel for “whistleblowing”, as well as whether they have knowledge of any actual, suspected or alleged fraud. – Reading Board, Audit & Risk, Disclosure, Transactions, Nomination &Governance, Remuneration & People, Investments and Executive Committee minutes. – Considering remuneration incentive schemes and performance targets for management and Directors including the EPS target for management remuneration. – Using analytical procedures to identify any unusual or unexpectedrelationships. We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit. This included communication from the Group to full scope and audit of specific account balances scope component audit teams of relevant fraud risks identified at the Group level and requesting the full scope and audit account balance scope component audit teams to report to the Group audit team any instances of fraud that could give rise to a material misstatement at Group. As required by auditing standards and taking into account possible pressures to meet profit targets, and our overall knowledge of the control environment, we perform procedures to address the risk of management override of controls and the risk of fraudulent revenue recognition, in particular in the Smiths Detection Inc, USA and Smiths Detection Germany GmbH components a significant portion of multi- year contracts (programme revenue) revenue is normally recognised in the last month of the year. Therefore, there is a risk of revenue being overstated during the year end closing period through the manipulation of the timing of recording of the sale transaction from such pressure. We did not identify any additional fraud risks. Weperformed procedures including: – Identifying journal entries to test for all components within full scope and audit of specific account balances scope based on risk criteria and comparing the identified entries to supporting documentation. These included unusual entries in revenue accounts, cash and cash equivalents or borrowings accounts and entries posted by senior finance management. – Testing consolidation adjustment entries posted and comparing the identified entries to supporting documentation. Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, through discussion with the Directors and other management (as required by auditing standards), and from inspection of the Group’s regulatory and legal correspondence and discussed with the Directors and other management the policies and procedures regarding compliance with laws and regulations. As the Group is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity’s procedures for complying with regulatory requirements. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. This included communication from the group to full-scope component audit teams of relevant laws and regulations identified at the Group level, and a request for full scope component auditors to report to the Group team any instances of non-compliance with laws and regulations that could give rise to a material misstatement at Group. The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation, taxation legislation and pensions legislation, and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, anti-bribery andcorruption, considering dealings with government customers, employment law, and certain aspects of company legislation recognising the regulated nature of the Medical division activities and its legal form. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach. INDEPENDENT AUDITOR’S REPORT 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 100 ![]() #### Context of the ability of the audit to detect fraud #### or breaches of law or regulation Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non- compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non- compliance with all laws and regulations. #### 8 We have nothing to report on the other #### information in the Annual Report The Directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information. #### Strategic Report and Directors’ Report Based solely on our work on the other information: – we have not identified material misstatements in the Strategic Report and the Directors’ Report; – in our opinion the information given in those reports for the financial year is consistent with the financial statements; and – in our opinion those reports have been prepared in accordance with the Companies Act 2006. #### Directors’ Remuneration Report In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. Disclosures of emerging and principal risks and #### longer-term viability We are required to perform procedures to identify whether there is a material inconsistency between the Directors’ disclosures in respect of emerging and principal risks and the viability statement, and the financial statements and our audit knowledge. Based on those procedures, we have nothing material to add or draw attention to in relation to: – the Directors’ confirmation within the viability statement page 54 that they have carried out a robust assessment of the emerging and principal risks facing the Group, including those that would threaten its business model, future performance, solvency andliquidity; – the Principal Risks disclosures describing these risks and how emerging risks are identified, and explaining how they are being managed and mitigated; and – the Directors’ explanation in the viability statement of how they have assessed the prospects of the Group, over what period they have done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. We are also required to review the Viability Statement, set out on page 54 under the Listing Rules. Based on the above procedures, we have concluded that the above disclosures are materially consistent with the financial statements and our audit knowledge. Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial statements audit. As we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of anything to report on these statements is not a guarantee as to the Group’s and Company’s longer-term viability. INDEPENDENT AUDITOR’S REPORT 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 101 ![]() #### Corporate governance disclosures We are required to perform procedures to identify whether there is a material inconsistency between the Directors’ corporate governance disclosures and the financial statements and our audit knowledge. Based on those procedures, we have concluded that each of the following is materially consistent with the financial statements and our audit knowledge: – the Directors’ statementthat they consider that the Annual Report and financial statements taken as a whole is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy; – the section of the Annual Report describing the work of the Audit & Risk Committee, including the significant issues that the Audit & Risk Committee considered in relation to the financial statements, and how these issues were addressed; and – the section of the Annual Report that describes the review of the effectiveness of the Group’s risk management and internal control systems. We are required to review the part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate Governance Code specified by the Listing Rules for our review. We have nothing to report in this respect. 9We have nothing to report on the other matters on which we are required to reportby exception Under the Companies Act 2006, we are required to report to you if, in our opinion: – adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or – the parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or – certain disclosures of Directors’ remuneration specified by law are not made; or – we have not received all the information and explanations we require for our audit. We have nothing to report in these respects. #### 10 Respective responsibilities #### Directors’ responsibilities As explained more fully in their statement set out on page 90, the Directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. #### Auditor’s responsibilities Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financialstatements. A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities. The Company is required to include these financial statements in an annual financial report prepared using the single electronic reporting format specified in the TD ESEF Regulation. This auditor’s report provides no assurance over whether the annual financial report has been prepared in accordance with that format. 11The purpose of our audit work and to #### whom we owe our responsibilities This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for theopinions we have formed. Michael Maloney SENIOR STATUTORY AUDITOR for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants 15 Canada Square London E14 5GL Date: 22 September 2022 INDEPENDENT AUDITOR’S REPORT 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 102 ![]() #### Consolidated income statement Year ended 31 July 2 022 Year ended 31 July 2 021 Notes Headline £m Non-headline (note 3) £m Total £m Headline £m Non-headline (note 3) £m Total £m CONTINUING OPERATIONS Revenue 1 2,566 – 2,566 2,406– 2,406 Operating costs 2 (2,149) (300) (2,449) (2,034) (46) (2,080) Operating profit/(loss) 2 417 (300) 117 372 (46) 326 Interest receivable 4 14 – 14 9–9 Interest payable 4 (55) – (55) (49) – (49) Other financing gains/(losses) 4 – 2020 – (52) (52) Other finance income – retirement benefits 4 –77 –66 Finance (costs)/income 4 (41) 27 (14) (40) (46) (86) Profit/(loss) before taxation 376 (273) 103 332 (92) 240 Taxation 6 (104) 14 (90) (96) 13 (83) Profit/(loss) for the year 272 (259) 13 236 (79) 157 DISCONTINUEDOPERATIONS Profit/(loss) from discontinued operations 27 49 973 1,022 134 (6) 128 PROFIT/(LOSS) FOR THE YEAR 321 714 1,035 370 (85) 285 Profit/(loss) for the year attributable to: Smiths Group shareholders – continuing operations 270 (259) 11 235 (79) 156 Smiths Group shareholders – discontinued operations 49 973 1,022 134 (6) 128 Non-controlling interests 2–2 1–1 321 714 1,035 370 (85) 285 EARNINGS PERSHARE 5 Basic 267.1 p 71.7p Basic – continuing 2.8p 39.4 p Diluted 266.0p 71.3 p Diluted – continuing 2.8p 39.1 p References inthe consolidated incomestatement, consolidated statementof comprehensive income, consolidatedbalance sheet, consolidated statement of changes in equity and consolidated cash-flow statement relate to notes on pages 116 to 1 63 , which form an integral part of the consolidated accounts. CONSOLIDATEDPRIMARY STATEMENTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2 022 03 GOVERNANCE 04FINANCIALSTATEMENTS 103 ![]() #### Consolidated statement of comprehensive income Notes Year ended 31 July 2 022 £m Year ended 31 July 2 021 represented\* £m PROFIT FOR THE YEAR 1,035 285 Other comprehensive income(OCI) OCI which willnot be reclassified to theincome statement: Re-measurement of retirement benefits assets and obligations 8 (17) 13 Taxation onpost-retirement benefits movements 6 – (6) Fair value movements on financial assets at fair value through OCI 14 (63) 4 (80) 11 OCI which will bereclassified and reclassifications: Fair value gains and reclassification adjustments: – deferred in the period on cash-flow and net investment hedges (82) 82 – reclassified to income statement on cash-flow and net investment hedges 5 2 (77) 84 Foreign exchange (FX) movements net of recycling: Exchange gains/(losses) on translation offoreign operations 276 (166) Exchange gains recycled to the income statement on disposal of business (196) – 80 (166) Totalother comprehensive income, net oftaxation (77) (71) Totalcomprehensive income 958 214 Attributable to: Smiths Group shareholders 957 214 Non-controlling interests 1 – 958 214 Totalcomprehensive income attributable toSmiths Group shareholders arisingfrom: Continuing operations 131 152 Discontinued operations 827 62 958 214 \*The comparative year has been represented to include ‘Fair value movements on financial assets at fair value through OCI’ within the ‘OCI which will not be reclassified to the income statement’ subtotal rather than within the ‘OCI which will be reclassified and reclassifications’ subtotal. This reclassification has no impact on total other comprehensive income in the comparative year ended 31 July 2 021. CONSOLIDATEDPRIMARY STATEMENTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2 022 03 GOVERNANCE 04FINANCIALSTATEMENTS 104 ![]() #### Consolidated balance sheet Notes 31 July 2 022 £m 31 July 2 021 £m NON-CURRENT ASSETS Intangible assets 10 1,588 1,498 Property, plant and equipment 12 243 212 Right of use assets 13 106 108 Financial assets – other investments 14 395 11 Retirement benefit assets 8 309 546 Deferred tax assets 6 95 92 Trade and other receivables 16 69 59 Financial derivatives 20 – 75 2,805 2,601 CURRENT ASSETS Inventories 15 570 381 Current tax receivable 6 50 75 Trade and other receivables 16 738 630 Cash and cash equivalents 18 1,056 405 Financial derivatives 20 4 2 Assets held for sale 27 – 1,243 2,418 2,736 TOTAL ASSETS 5,223 5,337 CURRENT LIABILITIES Financial liabilities: – borrowings 18 (509) (9) – lease liabilities 18 (29) (27) – financial derivatives 20 (27) (3) Provisions 23 (88) (46) Trade and other payables 17 (682) (530) Current tax payable 6 (64) (89) Liabilities held for sale 27 – (283) (1,399) (987) NON-CURRENTLIABILITIES Financial liabilities: – borrowings 18 (538) (1,372) – lease liabilities 18 (90) (94) – financial derivatives 20 (20) – Provisions 23 (247) (241) Retirement benefit obligations 8 (115) (128) Corporation tax payable 6 (3) (5) Deferred tax liabilities 6 (44) (28) Trade and other payables 17 (46) (59) (1,103) (1,927) TOTALLIABILITIES (2,502) (2,914) NETASSETS 2,721 2,423 SHAREHOLDERS’ EQUITY Share capital 24 136 149 Share premium account 365 363 Capital redemption reserve 26 19 6 Revaluation reserve 26 – 1 Merger reserve 26 235 235 Cumulative translation adjustments 487 509 Retained earnings 1,659 1,367 Hedge reserve 26 (202) (228) Total shareholders’ equity 2,699 2,402 Non-controlling interest equity 26 22 21 TOTAL EQUITY 2,721 2,423 The accounts on pages 103 to 163 were approved by the Board of Directors on 22 September 2 02 2 and were signed on its behalf by: Paul KeelClare Scherrer CHIEF EXECUTIVE OFFICERCHIEF FINANCIAL OFFICER CONSOLIDATEDPRIMARY STATEMENTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2 022 03 GOVERNANCE 04FINANCIALSTATEMENTS 105 ![]() #### Consolidated statement of changes in equity Notes Share capital and share premium £m Other reserves £m Cumulative translation adjustments £m Retained earnings £m Hedge reserve £m Equity shareholders’ funds £m Non- controlling interest £m Total equity £m At 31 July 2021 512 242 509 1,367 (228) 2,402 21 2,423 Profit for the year ––– 1,033 – 1,033 2 1,035 Other comprehensive income: – re-measurement of retirement benefits after tax ––– (17) – (17) – (17) – FX movements net of recycling – (1) (22) 1 103 81 (1) 80 – fair value gains and related tax ––– (63) (77) (140) – (140) Totalcomprehensive income forthe year – (1) (22) 954 26 957 1 958 Transactions relating to ownership interests: Issue of new equity shares 24 2––––2–2 Purchase of shares by Employee Benefit Trust ––– (16) – (16) – (16) Proceeds from exercise ofshare options –––1–1–1 Share buybacks 24 (13) 13 – (511) – (511) – (511) Dividends: – equity shareholders 25 ––– (150) – (150) – (150) Share-based payment 9 ––– 14 – 14 – 14 At 31 July 2 022 501 254 487 1,659 (202) 2,699 22 2,721 Notes Share capital and share premium £m Other reserves £m Cumulative translation adjustments £m Retained earnings £m Hedge reserve £m Equity shareholders’ funds £m Non- controlling interest £m Total equity £m At 31 July 2 020 510 242 674 1,259 (312) 2,373 21 2,394 Profit for the year ––– 284 – 284 1 285 Other comprehensive income: – re-measurement of retirement benefits after tax –––7–7–7 – FX movements net of recycling –– (165) –– (165) (1) (166) – fair value gains and related tax –––4 84 88 – 88 Totalcomprehensive income forthe year –– (165) 295 84 214 – 214 Transactions relating to ownership interests: Exercises of shareoptions 24 2––––2–2 Receipt of capital from non-controlling interest ––––––11 Purchase of own shares 24 ––– (16) – (16) – (16) Dividends: – equity shareholders 25 ––– (185) – (185) – (185) – non-controlling interest –––––– (1)(1) Share-based payment 9 ––– 14 – 14 – 14 At 31 July 2 021 512 242 509 1,367 (228) 2,402 21 2,423 CONSOLIDATEDPRIMARY STATEMENTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2 022 03 GOVERNANCE 04FINANCIALSTATEMENTS 106 ![]() #### Consolidated cash-flow statement Notes Year ended 31 July 2 022 £m Year ended 31 July 2 021 £m Net cash inflowfrom operating activities 28 279 535 Cash-flows from investingactivities Expenditure on capitalised development (22) (27) Expenditure on other intangible assets (8) (12) Purchases of property, plant and equipment (58) (78) Disposals ofproperty, plantand equipment 3 2 Capital returned by other investments – 7 Acquisition ofbusinesses – (83) Investment infinancial asset – discontinued operations – (14) Proceeds on disposal of subsidiaries, net of cash disposed 1,331 – Net cash-flow used in investing activities 1,246 (205) Cash-flows from financingactivities Proceeds from exercise ofshare options 24 2 2 Share buybacks 24 (511) – Purchase of shares by Employee Benefit Trust 26 (16) (16) Proceeds received on exercise of employee share options 1 – Settlement of cash-settled options (1) – Dividends paidto equity shareholders 25 (150) (185) Lease payments (38) (44) Reduction and repayment of borrowings (295) – Cash inflow from matured derivative financial instruments 23 4 Net cash-flow used infinancing activities (985) (239) Net increase in cash and cash equivalents 540 91 Cash and cash equivalents at beginning of year 405 366 Movement in net cash held in disposal group 48 (28) Foreign exchangeratemovements 62 (24) Cash and cash equivalents at endof year 18 1,055 405 Cash and cash equivalents at end of year comprise: – cash at bank and in hand 242 219 – short-term deposits 814 186 1,056 405 – bank overdrafts (1) – 1,055 405 CONSOLIDATEDPRIMARY STATEMENTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2 022 03 GOVERNANCE 04FINANCIALSTATEMENTS 107 ![]() #### Basis of preparation The accounts have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006. The consolidated financial statements have been prepared under the historical cost convention modified to include revaluation of certain financial instruments, share options and pension assets and liabilities, held at fair value as described below. #### Going concern The Directors are satisfied that the Group has adequate resources to continue to operate for a period not less than 12 months from the date of approval of the financial statements and that there are no material uncertainties around their assessment. Accordingly,the Directors continue to adopt the going concern basis of accounting. The Group’s business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report on pages 5 to 55. The Group’s financial position, cash-flows, liquidity and borrowing facilities are described in the CFO review section on pages 15 to 16. Other factors considered by the Board as part of their going concern assessment included the inherent uncertainties in cash-flow forecasts. Based on the above, the Directors have concluded that the Group is well placed to manage its financing and other business risks satisfactorily, and they have a reasonable expectation that the Group will have adequate resources to continue in operation for at least 12 months from the signing date of these financial statements. They therefore consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. #### Key estimates and significant judgements The preparation of the accounts in conformity with generally accepted accounting principles requires management to make estimates and judgements that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accounts and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. The key sources of estimation uncertainty together with the significant judgements andassumptions used for these consolidated financial statements are set out below. #### Sources of estimation uncertainty #### Impairment reviews of intangible assets In carrying out impairment reviews of intangible assets, a number of significant assumptions have to be made when preparing cash- flow projections to determine the value in use of the asset or cash generating unit (CGU). 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 differ or changes in expectations arise, impairment charges may be required which would adversely impact operating results. Critical estimates, and the effect of variances in these estimates, are disclosed in note 11. #### Retirement benefits Determining the value of the future defined benefit obligation involves significant estimates in respect of the assumptions used to calculate present values. These include future mortality, discount rate and inflation. The Group uses previous experience and independent actuarial advice to select the values for critical estimates. A portion of UK pension liabilities are insured via bulk annuity policies which broadly match the scheme obligation to identified groups of pensioners. These assets are valued by an external qualified actuary at the actuarial valuation of the corresponding liability, reflecting this matching relationship. The Group's principal defined benefit pension plans are in the UK and the US and these have been closed so that no future benefits are accrued. Critical estimates for these plans, and the effect of variances in these estimates, are disclosed in note 8. #### Provisions for liabilities and charges The Group has made provisions for claims and litigations where it has had to defend itself against proceedings brought by other parties. These provisions have been made for the best estimate of the expected expenditure required to settle each obligation, although there can be no guarantee that such provisions (which may be subject to potentially material revision from time to time) will accurately predict the actual costs and liabilities that may be incurred. The most significant ofthese litigation provisions are described below. John Crane, Inc. (JCI), a subsidiary of the Group, is one of many co- defendants in litigation relating to products previously manufactured which contained asbestos. Provision of £229m (FY2021: £212m) has been made for the future defence costs which the Group is expected to incur and the expected costs of future adverse judgements against JCI. Whilst well-established incidence curves can be used to estimate the likely future pattern of asbestos-related disease, JCI’s claims experience is significantly impacted by other factors which influence theUS litigation environment. These can include: changing approaches on the part of the plaintiffs’ bar; changing attitudes amongst the judiciary at both trial and appellate levels; and legislative and procedural changes in both the state and federal court systems. Because of the significant uncertainty associated with the future level of asbestos claims and of the costs arising out of the related litigation, there can be no guarantee that the assumptions used to estimate the provision will result in an accurate prediction of the actual costs that will be incurred. In quantifying the expected costs JCI takes account of the advice of an expert in asbestos liability estimation. The following estimates were made in preparing the provision calculation: – the period over which the expenditure can be reliably estimated is judged to be ten years, based on past experience regarding significant changes in the litigation environment that have occurred every few years and on the amount of time taken in the past for some of those changes to impact the broader asbestos litigation environment. See note 23 for a sensitivity showing the impact on the provision of reducing or increasing this time horizon; – the future trend of legal costs, the rate of future claims filed, the rate of successful resolution of claims, and the average amount of judgements awarded have been projected based on the past history of JCI claims and well-established tables of asbestos incidence projections, since thisis the best available evidence. Claims history from other defendants is not used to calculate the provision because JCI’s defence strategy generates a significantly different pattern of legal costs and settlement expenses. See note 23 for a sensitivity showing the range of expected future spend. Titeflex Corporation, a subsidiary of the Group in the Flex-Tek division, has received a number of claims from insurance companies seeking recompense on a subrogated basis for the effects of damage allegedly caused by lightning strikes in relation to its flexible gas piping product. It has also received a number of product liability claims regarding this product, some in the form of purported class actions. Titeflex Corporation believes that its products are a safe and effective means of delivering gas when installed in accordance with the manufacturer’s instructions and local and national codes; however, some claims have been settled on an individual basis without admission of liability. Provision of £52m (FY2021: £47m) has been made for the costs which the Group is expected to incur in respect of these claims. In preparing the provision calculation, key estimates ACCOUNTING POLICIES 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 108 ![]() have been made about the impact of safe installation initiatives on the level of future claims. See note 23 for a sensitivity showing the impact on the provision of reducing or increasing the expected impact. However, because of the significant uncertainty associated with the future level of claims, there can be no guarantee that the assumptions used to estimate the provision will result in an accurate prediction of the actual costs that may be incurred. #### Taxation The Group has recognised deferred tax assets of £103m (FY2021: £144m) relating to losses and £69m (FY2021: £65m) relating to the JohnCrane, Inc. andTiteflex Corporation litigation provisions. The recognition of assets pertaining to these items requires management to make significant estimates as to the likelihood of realisation of these deferred tax assets and the phasing and attribution of future taxable profits. This is based on a number of factors, which management use to assess the expectation that the benefit of these assets will be realised, including expected future levels of operating profit, expenditure on litigation,pension contributions and the timing of the unwind of other tax positions. Taxation liabilities included provisions of £38m (FY2021: £34m), the majority of which related to the risk of challenge to the geographic allocation of profits by tax authorities. In addition to the risks provided for, the Group faces a variety of other tax risks, which result from operating in a complex global environment, including the ongoing reform of both international and domestic tax rules, new and ongoing tax audits in the Group’s larger markets and the challenge to fulfil ongoing tax compliance filing and transfer pricing obligations given the scale and diversity of the Group’s global operations. The Group anticipates that a number of tax audits are likely to conclude in the next 12 to 24 months. Due to the uncertainty associated with such tax items, it is possible that the conclusion of open tax matters may result in a final outcome that varies significantly from the amounts noted above. #### Revenue recognition Revenue isrecognised as the performance obligations to deliver products or services are satisfied and revenue is recorded based on the amount of consideration expected to be received in exchange for satisfying the performance obligations. Smiths Detection and Smiths Interconnect have multi-year contractual arrangements for the sale of goods and services. Where these contracts have separately identifiable components with distinct patterns of delivery and customer acceptance, revenue is accounted for separately for each identifiable component. The Group enters into certain contracts for agreed fees that are performed across more than one accounting period and revenue is recognised over time. Estimates are required at the balance sheet date when determining the stage of completion of the contract activity. This assessment requires the expected total costs of the contract and the remaining costs to complete the contract to be estimated. At 31 July 2022, the Group held contracts with a total value of £181m (2021: £166m), of which £135m (2021: £99m) had been delivered and £47m (2021: £67m) remains fully or partially unsatisfied. £37m of the unsatisfied amount is expected to be recognised in the coming year, with the remainder being recognised within two years. A 5% increase in the remaining cost to complete the contracts would have reduced Group operating profit in the current year by less than £2m (2021: less than £2m). #### Valuation of financial assets Following the sale of Smiths Medical the Group has recognised a financial asset for the fair value of the $100m additional sales consideration that is contingent on the future share price performance of the enlarged ICU Medical, Inc (ICU) business. The earnout requires the Group to retain beneficial ownership of at least 1.25m ICU shares and for the ICU share price to average $300 or more for any 30-day period during the first three years post-completion, or for any 45-day period in the fourth year post- completion. An external valuation firm has been engaged to undertake Monte Carlo valuation simulations in order to estimate the probability of the future ICU share price exceeding $300. These valuation simulations have determined a fair value of £19m (US$23m). #### Significant judgements made in applying #### accounting policies #### Business combinations On the acquisition of a business, the Group has to make judgements on the identification of specific intangible assets which are recognised separately from goodwill and then amortised over their estimated useful lives. These include items such as brand names and customer lists, to which value is first attributed at the time of acquisition. The capitalisation of these assets and the related amortisation charges are based on judgements about the value and economic life of such items. Where acquisitions are significant, appropriate advice is sought from professional advisers before makingsuch allocations. Where the Group has a contractual option to acquire a business in the future, management have applied judgement indetermining whether it has substantive voting rights in the business and whether the business should be accounted for as a subsidiary or associate. In applying these judgements, management havereviewed whether the option and any related legal/commercial agreements provide the Group with power or significant influence over the business and have assessed whether there are any barriers that prevent the Group from exercising these rights. #### Retirement benefits At 31 July 2022 the Group has recognised £309m of retirement benefit assets (FY2021: £546m) and a net pension asset of £194m (FY2021: £413m), principally relating to the Smiths Industries Pension Scheme ('SIPS'), which arises from the rights of the employers to recover the surplus at the end of the life of the scheme. The recognition of this surplus is a significant judgement. There is judgement required in determining whether an unconditional right of refund exists based on the provisions of the relevant trust deed and rules. Having taken legal advice with regard to the rights of the Group under the relevant Trust deed and rules, it has been determined that the surplus is recoverable by the Group and therefore can be recognised. In particular, in the ordinary course of business, the trustees of the scheme do not have a unilateral power to terminate and wind-up the scheme or augment benefits. If the pension scheme was wound up while it still had members, the scheme would need to buy out the benefits of all members. The buyout would cost significantly more than the carrying value of the scheme liabilities within these financial statements which are calculated in accordance with IAS 19: Employee benefits. #### Capitalisation of development costs Expenditure incurred in the development of major new products is capitalised as internally generated intangible assets only when it has been judged that strict criteria are met, specifically in relation to the products' technical feasibility and commercial viability (the ability to generate probable future economic benefits). ACCOUNTING POLICIES 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 109 ![]() The assessment of technical feasibility and future commercial viability of development projects requires significant judgement and the use of assumptions. Key judgements made in the assessment of future commercial viability include: – Scope of work to achieve regulatory clearance (where required) – including the level of testing evidence and documentation; – Competitor activity – including the impact of potential competitor product launches on the market place and customer demand; and – Launch timeline – including time and resource required to establish and support the commercial launch of a new product. #### Taxation As stated in the previous section 'Sources of estimation uncertainty', the Group has recognised deferred tax assets of £103m (FY2021: £144m) relating to losses and £69m (FY2021: £65m) relating to the JohnCrane, Inc. andTiteflex Corporation litigation provisions. The decision to recognise deferred tax assets requires judgement in determining whether the Group will be able to utilise historical tax losses in future periods. It has been concluded that there are sufficient taxable profits in future periods to support recognition. The Group has also applied judgement in the decisions made to recognise provisions against uncertain tax positions; please see note 6 for further details. Presentation of headline profitsand #### organic growth In order to provide users of the accounts with a clear and consistent presentation of the performance of the Group’s ongoing trading activity, the income statement is presented in a three-column format with 'headline' profits shown separately from non-headline items. In addition, the Group reports organic growth rates for sales and profit measures. See note 1 for disclosures of headline operating profit and note 29 for more information about the alternative performance measures ('APMs') used by the Group. Judgement is required in determining which items should be included as non-headline. The amortisation/impairment of acquired intangibles, legacy liabilities, material one-off items and certain re-measurements are included in a separate column of the income statement. See note 3 for a breakdown of the items excluded from headline profit. Calculating organic growth also requires judgement. Organic growth adjusts the movement in headline performance to exclude the impact of foreign exchange, restructuring costs and acquisitions. This definition of organic growth is the same as that used for underlying growth in previous accounting periods. #### Significant accounting policies #### Basis of consolidation The Group’s consolidated accounts include the financial statements of Smiths Group plc (the ‘Company’) and all entities controlled by the Company (its subsidiaries). A list of the subsidiaries of Smiths Group plc is provided on pages 180 to 186. The Company controls an entity when it (i) has power over the entity; (ii) is exposed or has rights to variable returns from its involvement with the entity; and (iii) has the ability to affect those returns through its power over the entity. The Group reassesses whether or not it controls a subsidiary if facts and circumstances indicate that there are changes to one or more of these three elements of control. Subsidiaries are fully consolidated from the date on which control is obtained by the Company to the date that control ceases. Where the Group loses control of a subsidiary, the assets and liabilities are derecognised along with any related non-controlling interest and other components of equity. Any resulting gain or loss is recognised in the income statement. Any interest retained in the former subsidiary is measured at fair value when control is lost. The non-controlling interests in the Group balance sheet represent the share of net assets of subsidiary undertakings held outside the Group. The movement in the year comprises the profit attributable to such interests together with any dividends paid, movements in respect of corporate transactions and related exchange differences. Interests in associates are accounted for using the equity method. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the Group financial statements include the Group’s share of the profit or loss and other comprehensive income of equity-accounted investees, until the date on which significant influence ceases. All intercompany transactions, balances, and gains and losses on transactions between Group companies are eliminated on consolidation. #### Foreign currencies The Company’s presentational currency and functional currency is sterling. The financial position of all subsidiaries and associates that have a functional currency different from sterling are translated into sterling at the rate of exchange at the date of that balance sheet, and the income and expenses are translated at average exchange rates for the period. All resulting foreign exchange rate movements are recognised as a separate component of equity. On consolidation, foreign exchange rate movements arising from the translation of the net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders’ equity. When a foreign operation is sold, the cumulative amountof such foreign exchange rate movements is recognised in the income statement as part of the gain or loss on sale. Foreign exchangeratemovements arising on transactions are recognised in the income statement. Those arising on trading are taken to operating profit; those arising on borrowings are classified as finance income or cost. #### Revenue Revenue is measured at the fair value of the consideration received, net of trade discounts (including distributor rebates) and sales taxes. Revenue is discounted only where the impact of discounting is material. When the Group enters into complex contracts with multiple, separately identifiable components, the terms of the contract are reviewed to determine whether or not the elements of the contract should be accounted for separately. If a contract is being split into multiple components, the contract revenue is allocated to the different components at the start of the contract. The basis of allocation depends on the substance of the contract. The Group considers relative stand-alone selling prices, contractual prices and relative cost when allocating revenue. The Group has identified the following different types of revenue: (i) Sale of goods recognised at a point in time – generic products manufactured by Smiths Generic products are defined as either: – Products that are not specific to any particular customer; – Products that may initially be specific to a customer but can be reconfigured at minimal cost, i.e. retaining a margin, for sale to an alternative customer; or ACCOUNTING POLICIES 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 110 ![]() – Products that are specific to a customer but are manufactured at Smiths risk, i.e. we have no right to payment of costs plus margin if the customer refuses to take control of the goods. For established products with simple installation requirements, revenue is recognised when control of the product is passed to the customer. The point in time that control passes is defined in accordance with the agreed shipping terms and is determined on a case by case basis. The time of despatch or delivery of the goods to the customer is normally the point at which invoicing occurs. However for some generic products, revenue is recognised when the overall performance obligation hasbeen completed,which is often after the customer has completed its acceptance procedures and has assumed control. Products that are sold under multiple element arrangements, i.e. contracts involving a combination of products and services, are bundled into a single performance obligation unless the customer can benefit from the goods or services either on their own, or together with other resources that are readily available to the customer and are distinct within the context of the contract. For contracts that pass control of the product to the customer only on completion of installation services, revenue is recognised upon completionof the installation. An obligation to replace or repair faulty products under the standard warranty terms is recognised as a provision. If the contract includes terms that either extend the warranty beyond the standard term or imply that maintenance is provided to keep the product working, these are service warranties and revenue is deferred to cover the performance obligation in an amount equivalent to the stand-alone selling price of that service. (ii) Sale of goods recognised over time – customer-specific products where the contractual terms include rights to payment for work performed to date Customer-specific products are defined as being: – Products that cannot be reconfigured economically such that it remains profitable to sell to another customer; – Products that cannot be sold to another customer due to contractual restrictions; and – Products that allow Smiths to charge for the work performed to date in an amount that represents the costs incurred to date plus a margin, should the customer refuse to take control of the goods. For contracts that meet the terms listed above, revenue is recognised over the period that the Group is engaged in the manufacture of the product, calculated using the input method based on the amount of costs incurred to date compared to the overall costs of the contract. This is considered to be a faithful depiction of the transfer of the goods to the customer as the costs incurred, total expected costs and total order value are known. The time of despatch or delivery of the goods to the customer is normally the point at which invoicing occurs. An obligation to provide a refund for faulty products under the standard warranty terms is recognised as a provision. If the contract includes terms that either extend the warranty beyond the standard term or imply that maintenance is provided to keep the product working, these are service warranties and revenue is deferred to cover the performance obligation in an amount equivalent to the stand-alone selling price of that service. (iii) Services recognised over time – services relating to the installation, repair and ongoing maintenance of equipment Services include installation, commissioning, testing, training, software hosting and maintenance, product repairs and contracts undertaking extended warranty services. For complex installations where the supply of services cannot be separated from the supply of product, revenue is recognised upon acceptance of the combinedperformance obligation (see Sale of goods (i)above). For services that can be accounted for as a separate performance obligation, revenue is recognised over time, assessed on thebasis of the actual service provided as a proportion of the total services to be provided. Depending on the nature of the contract, revenue is recognised as follows: – Installation, commissioning and testing services (when neither linked to the supply of product nor subject to acceptance) are recognised rateably as the services are provided; – Training services are recognised on completion of the training course; – Software hosting and maintenance services are recognised rateably over the life of the contract; – Product repair services, where the product is returned to Smiths premises for remedial action, are recognised when the product is returned to the customer and they regain control of the asset; – On-site ad hoc product repair services are recognised rateably as the services are performed; – Long-term product repair and maintenance contracts are recognised rateably over the contract term; and – Extended service warranties are recognised rateably over the contract term. Invoicing for services depends on the nature of the service provided with some services charged in advance and others in arrears. Where contracts are accounted for under the revenue recognised over time basis, the proportion of costs incurred is used to determine the percentage of contract completion. Contracts for the construction of substantial assets, which normally last in excess of one year, are accounted for under the revenue recognised over time basis, using an input method. For fixed-price contracts, revenue is recognised based upon an assessment of the amount of cost incurred under the contract, compared to the total expected costs that will be incurred under the contract. This calculation is applied cumulatively with any over/ under recognition being adjusted in the current period. For cost-plus contracts, revenue is recognised based upon costs incurred to date plus any agreed margin. For bothfixed-price and cost-plus contracts, invoicing isnormally based on a schedule with milestone payments. #### Contract costs The Group has taken the practical expedient of not capitalising contract costs as they are expected to be expensed within one year from the date of signing. ACCOUNTING POLICIES 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 111 ![]() #### Leases The Group recognises right of use assets at the commencement date of the lease. Right of use assets are measured at cost including the amount of lease liabilities recognised and initial direct costs incurred, less any incentives granted by the lessor. Right of use assets are depreciated over the shorter of the lease term and the useful life of the right of use assets, unless there is a transfer of ownership or purchase option which is reasonably certain to be exercised at the end of the lease term, in which case depreciation is charged over the useful life of the underlying asset. Right of use assets are subject to impairment. Leases of buildings typically have lease terms between 1 and 6 years, while plant and machinery generally have lease terms between 1 and 3 years. The Group also has certain leases of machinery with lease terms of 12 months or less and leases of office equipment with low value (typically below £5,000). The Group applies the 'short-term lease' and 'lease of low-value assets' recognition exemptions for these leases and recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. #### Taxation The charge for taxation is based on profits for the year and takes into account taxation deferred because of temporary differences between the treatment of certain items for taxation and accounting purposes. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to taxation authorities. Tax benefits are not recognised unless it is likely that the tax positions are sustainable. Tax positions taken are then reviewed to assess whether a provision should be made based on prevailing circumstances. Tax provisions are included in current tax liabilities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Group operates and generates taxable income. The Group operates and is subject to taxation in many countries. Tax legislation is different in each country, is often complex and is subject to interpretation by management and government authorities. These matters of judgement give rise to the need to create provisions for uncertain tax positions which are recognised when it is considered more likely than not that there will be a future outflow of funds to a taxing authority. Provisions are made against individual exposures and take into account the specific circumstances of each case, including the strength of technical arguments, recent case law decisions or rulings on similar issues and relevant external advice. The amounts are measured using one of the following methods, depending on which of the methods the Directors expect will better reflect the amount the Group will pay to the tax authority: – The single best estimate method is used where there is a single outcome that is more likely than not to occur. This will happen, for example, where the tax outcome is binary or the range of possible outcomes is very limited; – Alternatively, a probability weighted expected value is used where, on the balance of probabilities, there will be a payment to the tax authority but there are a number of possible outcomes. In this case, a probability is assigned to each of the outcomes and the amount provided is the sum of these risk-weighted amounts. In assessing provisions against uncertain tax positions, management uses in-house tax experts, professional firms and previous experience of the taxing authority to evaluate the risk. Deferred tax is provided in full using the balance sheet liability method. A deferred tax asset is recognised where it is probable that future taxable income will be sufficient to utilise the available relief. Tax is charged or credited to the income statement except when it relates to items charged or credited directly to equity, in which case the tax is also dealt with in equity. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary differences is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax liabilities and assets are not discounted. #### Employee benefits Share-based compensation The fair value of the shares or share options granted is recognised as an expense over the vesting period to reflect the value of the employee services received. The fair value of options granted, excluding the impact of any non-market vesting conditions, is calculated using established option pricing models, principally binomial models. The probability of meeting non-market vesting conditions, which include profitability targets, is used to estimate the number of share options which are likely to vest. Forcash-settledshare-based payment,a liability isrecognised based on the fair value of the payment earned by the balance sheet date. For equity-settled share-based payment, the corresponding credit is recognised directlyin reserves. Pension obligations and post-retirement benefits Pensions and similar benefits (principally healthcare) are accounted for under IAS 19. The retirement benefit obligation in respect of the defined benefit plans is the liability (the present value of all expected future obligations) less the fair value of the plan assets. The income statement expense is allocated between current service costs, reflecting the increase in liability due to any benefit accrued by employees in the current period, any past service costs/credits and settlement losses or gains which are recognised immediately, and the scheme administration costs. Actuarial gains and losses are recognised in the statement of comprehensive income in the year in which they arise. These comprise the impact on the liabilities of changes in demographic and financial assumptions compared with the start of the year, actual experience being different to assumptions and the return on plan assets being above or below the amount included in the net pension interest cost. Payments to defined contribution schemes are charged as an income statement expense as they fall due. #### Intangible assets Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the identifiable net assets of the acquired subsidiary at the dateof acquisition. The goodwill arising from acquisitions of subsidiaries after 1 August 1998 is included in intangible assets, tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. The goodwill arising from acquisitions of subsidiaries before 1 August 1998 was set against reserves in the year of acquisition. ACCOUNTING POLICIES 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 112 ![]() Goodwill is tested for impairment at least annually. Should the test indicate that the net realisable value of the CGU is less than current carrying value, an impairment loss will be recognised immediately in the income statement. Subsequent reversals of impairment losses for goodwill are not recognised. Research and development Expenditure on research and development is charged to the income statement in the year in which it is incurred with the exception of: – Amounts recoverable from third parties; and – Expenditure incurred in respect of the development of major new products where the outcome of those projects is assessed as being reasonably certain as regards viability and technical feasibility. Such expenditure is capitalised and amortised over the estimated period of sale for each product, commencing in the year that the product is ready for sale. Amortisation is charged straight line or based on the units produced, depending on the nature of the product and the availability of reliable estimates of production volumes. The cost of development projects which are expected to take a substantial period of time to complete includes attributable borrowing costs. Intangible assets acquired in business combinations The identifiable net assets acquired as a result of a business combination may include intangible assets other than goodwill. Any such intangible assets are amortised straight line over their expected useful lives as follows: Patents, licences and trademarks up to 20 years Technology up to 13 years Customer relationships up to 11 years The assets’ useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. Software, patents and intellectual property The estimated useful lives are as follows: Software up to 7 years Patents and intellectual property shorter of the economic life and the period the right is legally enforceable The assets’ useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. #### Property, plant and equipment Property, plant and equipment are stated at historical cost less accumulated depreciation and any recognised impairment losses. Land is not depreciated. Depreciation is provided on other assets estimated to write off the depreciable amount of relevant assets by equal annual instalments over their estimated useful lives. In general, the rates used are: Freehold and long leasehold buildings 2% per annum Short leasehold property over the period of the lease Plant, machinery, etc.10% to 20% per annum Fixtures, fittings, tools and other equipment 10% to 33% per annum The cost of any assets which are expected to take a substantial period of time to complete includes attributable borrowing costs. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. #### Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). The cost of items of inventory which take a substantial period of time to complete includes attributable borrowing costs. The net realisable value of inventories is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Provisions are made for any slow-moving, obsolete or defective inventories. #### Trade and other receivables Trade receivables and contract assets are initially recognised at fair value and subsequently measured at amortised cost, less any appropriate provision for expected credit losses. A provision for expected credit losses is established when there is objective evidence that it will not be possible to collect all amounts due according to the original payment terms. Expected credit losses are determined using historical write-offs as a basis, with a default risk multiplier applied to reflect country risk premium. The Group applies the IFRS 9 simplified lifetime expected credit loss approach for trade receivables and contract assets which do not contain a significant financing component. #### Provisions Provisions are recognised when the Group hasa present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. Provisions for warranties and product liability, disposal indemnities, restructuring costs, property dilapidations and legal claims are recognised when: the Company has a legal or constructive obligation as a result of a past event; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are discounted where the time value of money is material. Where there is a number of similar obligations, for example where a warranty has been given, the likelihood that an outflow will be required in settlement is determined by considering the class of obligationsas a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligationsmay be small. ACCOUNTING POLICIES 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 113 ![]() #### Businesses held for sale Businesses classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. Impairment losses on initial classification as held for sale and gains or losses on subsequent remeasurements are included in the income statement. No depreciation is charged on assets and businesses classified as held for sale. Businesses are classified as held for sale if their carrying amount will be settled principally through a sale rather than through continuing use and the following criteria are met: – The business must be a separate major line of business, available for immediate sale in its present condition; – Management is committed to the plan to sell the business and an active programme to locate a buyer and complete the plan must have been initiated; – The disposal group must be actively marketed for sale at a price that is reasonable in relation to its current fair value; – Shareholder and regulatory approval is highly probable and the plan is unlikely to be significantly changed or withdrawn; and – Sale is expected to be completed within 12 months of the balance sheet date. The assets and liabilities of businesses held for sale are presented as separate lines on the balance sheet. #### Discontinued operations A discontinued operation iseither: – A component of the Group’s business that represents a separate major line of business or geographical area of operations that has been disposed of, has been abandoned or meets the criteria to be classified as held for sale; or – A business acquired solely for the purpose of selling it. Discontinued operations are presented on the income statement as a separate line and are shown net of tax. In accordance with IAS 21, gains and losses on intra-group monetary assets and liabilities are not eliminated. Therefore foreign exchange rate movements on intercompany loans with discontinued operations are presented on the income statement as non-headline finance cost items. #### Cash and cash equivalents Cash and cash equivalents include cash at bank and in hand and highly liquid interest-bearing securities with maturities of three months or less. In the cash-flow statement, cash and cash equivalents are shown net of bank overdrafts, which are included as current borrowings in liabilities on the balance sheet. #### Financial assets The classification of financial assets depends on the purpose for which the assets were acquired. Management determines the classification of an asset at initial recognition and re-evaluates the designation at each reporting date. Financial assets are classified as: measured at amortised cost, fair value through other comprehensive income or fair value through profit and loss. Financial assets primarily include trade receivables, cash and cash equivalents (comprising cash at bank, money market funds, and short-term deposits), short-term investments, derivatives (foreign exchange contracts and interest rate derivatives) and unlisted investments. – Trade receivables are classified either as ‘held to collect’ and measured at amortised cost or as ‘held to collect and sell’ and measured at fair value through other comprehensive income (FVOCI). The Group may sell trade receivables due from certain customers before the due date. Any trade receivables from such customers that are not sold at the reporting date are classified as ‘held to collect and sell’; – Cash and cash equivalents (consisting of balances with banks and other financial institutions, money-market funds and short-term deposits) and short-term investments are subject to low market risk. Cash balances and short-term investments are measured at amortised cost. Money market funds and short-term deposits are measured at fair value through profit and loss (FVPL); – Derivatives are measured at FVPL; – Listed and unlisted investments are measured at FVOCI; and – Deferred contingent consideration are measured at FVPL. Financial assets are derecognised when the right to receive cash- flows from the assets has expired, or has been transferred, and the Group has transferred substantially all of the risks and rewards of ownership. When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments previously taken to reserves are included in the income statement. Financial assets are classified as current if they are expected to be realised within 12 months of the balance sheet date. #### Financial liabilities Borrowings are initially recognised at the fair value of the proceeds, net of related transaction costs. These transaction costs, and any discount orpremium on issue, are subsequently amortised under the effective interest rate method through the income statement as interest over the life of the loan and added to the liability disclosed in the balance sheet. Related accrued interest is included in the borrowings figure. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least one year after the balance sheet date. Derivative financial instruments and hedging activities The Group uses derivative financial instruments to hedge its exposures to foreign exchange and interest rates arising from its operating and financing activities. Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The method of recognising any resulting gain or loss depends on whether the derivative financial instrument is designated as a hedging instrument and, if so, the nature of the item being hedged. Where derivative financial instruments are designated into hedging relationships, the Group formally documents the following: – the risk management objective and strategy for entering the hedge; – the nature of the risks being hedged and the economic relationship between the hedged item and the hedging instrument; and – whether the change in cash-flows of the hedged item and hedging instrument are expected to offset each other. Changes in the fair value of any derivative financial instruments that do not qualify for hedge accounting are recognised immediately in the income statement. ACCOUNTING POLICIES 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 114 ![]() Fairvalue hedge The Group uses derivative financial instruments to convert part of its fixed rate debt to floating rate in order to hedge the risks arising from its external borrowings. The Group designates these as fair value hedges of interest rate risk. Changes in the hedging instrument are recorded in the income statement, together with any changes in the fair values of the hedged assets or liabilities that are attributable to the hedged risk to the extent that the hedge is effective. Gains or losses relating to any ineffectiveness are immediately recognised in the income statement. Cash-flow hedge Cash-flow hedging is used by the Group to hedge certain exposures to variability in future cash-flows. The effective portions of changes in the fair values of derivatives that are designated and qualify as cash-flow hedges are recognised in equity. The gain or loss relating to any ineffective portion is recognised immediately in the income statement. Amounts accumulated in the hedge reserve are recycled in the income statement in the periods when the hedged items will affect profit or loss (for example, when the forecast sale that is hedged takes place). If a forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory) or a liability, the gains and losses previously deferred in the hedge reserve are transferred from the reserve and included in the initial measurement of the cost of the asset or liability. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in the hedge reserve at that time remains in the reserve and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in other comprehensive income is immediately transferred to the income statement. Net investment hedge Hedges of net investments in foreign operations are accounted for similarly to cash-flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income; thegain or loss relating to any ineffective portion is recognised immediately in the income statement. When a foreign operation is disposed of, gains and losses accumulated in equity related to that operation are included in the income statement for that period. #### Fair value of financial assets and liabilities The fair values of financial assets and financial liabilities are the amounts at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. ‘IFRS 13: Fair value measurement’ requires fair value measurements to be classified according to the following hierarchy: – Level 1 – quoted prices in active markets for identical assets or liabilities; – Level 2 – valuations in which all inputs are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices); and – Level 3 – valuations in which one or more inputs that are significant to the resulting value are not based on observable market data. See note 21 for information on the methods which the Group uses to estimate the fair values of its financial instruments. #### Dividends Dividends are recognised as a liability in the period in which they are authorised. The interim dividend is recognised when it is paid and the final dividend is recognised when it has been approved by shareholders at the Annual General Meeting. #### New accounting standards effective 2022 No new accounting standards have been adopted in the financial year. The accounting policies adopted in the preparation of these consolidated financial statements are consistent with those followed in the previous financial year. #### New standards and interpretations #### not yet adopted No other new standards, new interpretations or amendments to standards or interpretations have been published which are expected to have a significant impact on the Group’s financial statements. #### Parent Company The ultimate Parent Company of the Group is Smiths Group plc, a company incorporated in England and Wales and listed on the London Stock Exchange. The accounts of the Parent Company, Smiths Group plc, have been prepared in accordance with the Companies Act 2006 and Financial Reporting Standard 101, 'Reduced Disclosure Framework'. The Company accounts are presented in separate financial statements on pages 171 to 179. The principal subsidiaries of the Parent Company are listed in the above accounts. ACCOUNTING POLICIES 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 115 ![]() #### 1 Segment information #### Analysis by operating segment The Group is organised into four divisions: John Crane, Smiths Detection, Flex-Tek and Smiths Interconnect. These divisions design, manufacture and support the following products: – JohnCrane – mechanical seals, seal support systems, power transmission couplings and specialised filtration systems; – Smiths Detection – sensors and systems that detect and identify explosives, narcotics, weapons, chemical agents, biohazards and contraband; – Flex-Tek – engineered components, flexible hosing and rigid tubing that heat and move fluids and gases; and – Smiths Interconnect – specialised electronic and radio frequency board-level and waveguide devices, connectors, cables, test sockets and sub-systems used in high-speed, high reliability, secure connectivity applications. The position and performance of each division are reported at each Board meeting to the Board of Directors. This information is prepared using the same accounting policies as the consolidated financial information except that the Group uses headline operating profit to monitor the divisional results and operating assets to monitor the divisional position. See note 3 and note 29 for an explanation of which items are excluded from headline measures. The sale of the Group’s Smiths Medical business was completed on 6 January 2022 and the results of Smiths Medical are disclosed as a discontinued operation in note 27. Intersegment sales and transfers are charged at arm’s length prices. Segment trading performance Year ended 31 July 2022 John Crane £m Smiths Detection £m Flex-Tek £m Smiths Interconnect £m Corporate costs £m Total £m Revenue 901 655 647 363 – 2,566 Divisional headlineoperatingprofit 188 73 133 65 – 459 Corporate headline operating costs –––– (42)(42) Headline operating profit/(loss) 188 73 133 65 (42) 417 Items excluded from headline measures (note 3) (21) (37) (27) (1) (214) (300) Operating profit/(loss) 167 36 106 64 (256) 117 Year ended 31 July 2021 John Crane £m Smiths Detection £m Flex-Tek £m Smiths Interconnect £m Corporate costs £m Total £m Revenue 865 721 508 312 –2,406 Divisional headlineoperatingprofit 187 99 97 35 – 418 Corporate headline operating costs –––– (46)(46) Headline operating profit/(loss) 187 99 9735 (46) 372 Items excluded from headline measures (note 3) (3) (22) (14) (1) (6) (46) Operating profit/(loss) 184 77 83 34 (52) 326 Operating profit is stated after charging (crediting) the following items: Year ended 31 July 2022 John Crane £m Smiths Detection £m Flex-Tek £m Smiths Interconnect £m Corporate and non-headline £m Total £m Depreciation – property, plant and equipment 15 10 751 38 Depreciation – right of use assets 15 7521 30 Amortisation ofcapitalised development costs –3–––3 Amortisation of software, patents and intellectual property 31–217 Amortisation of acquired intangibles –––– 5151 Share-based payment 32214 12 Russia impairment charges and related closure costs 9 10 ––– 19 Transition services cost reimbursement –––– (7)(7) Year ended 31 July 2021 John Crane £m Smiths Detection £m Flex-Tek £m Smiths Interconnect £m Corporate and non-headline £m Total £m Depreciation – property, plant and equipment 1512 661 40 Depreciation – right of use assets 14 7452 32 Amortisation ofcapitalised development costs –7–––7 Amortisation of software, patents and intellectual property 31–217 Amortisation of acquired intangibles –––– 5353 Share-based payment 32116 13 Strategic restructuring costs 46– 10 1 21 The corporate and non-headline column comprises central information technology, human resources and headquarters costs and non-headline expenses (see note 3). NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 116 ![]() Segment assets and liabilities Segment assets 31 July 2022 John Crane £m Smiths Detection £m Flex-Tek £m Smiths Interconnect £m Corporate and non-headline £m Total £m Property, plant, equipment, right of use assets, development projects, other intangibles and investments 167127 84 54 399 831 Inventory, trade and other receivables 429 524 244 167 13 1,377 Segment assets 596 651 328 221 412 2,208 31 July 2021 John Crane £m Smiths Detection £m Flex-Tek £m Smiths Interconnect £m Corporate and non-headline £m Total £m Property, plant, equipment, right of use assets, development projects, other intangibles and investments 152 117 75 44 18 406 Inventory, trade and other receivables 356 417 160127 10 1,070 Segment assets 508 534 235 171 28 1,476 Non-headline assets comprise receivables relating to non-headline items, acquisitions and disposals. Segment liabilities 31 July 2022 John Crane £m Smiths Detection £m Flex-Tek £m Smiths Interconnect £m Corporate and non-headline £m Total £m Divisional liabilities (155) (347) (91) (85) – (678) Corporateand non-headline liabilities –––– (385)(385) Segment liabilities (155) (347) (91) (85) (385) (1,063) 31 July 2021 John Crane £m Smiths Detection £m Flex-Tek £m Smiths Interconnect £m Corporate and non-headline £m Total £m Divisional liabilities (137) (276) (66) (61) –(540) Corporateand non-headline liabilities –––– (336)(336) Segment liabilities (137) (276) (66) (61) (336) (876) Non-headline liabilities comprise provisions and accruals relating to non-headline items, acquisitions and disposals. Reconciliation of segment assets and liabilities to statutory assets and liabilities Assets Liabilities 31 July 2022 £m 31 July 2021 £m 31 July 2022 £m 31 July 2021 £m Segment assets and liabilities 2,208 1,476 (1,063) (876) Goodwill and acquired intangibles 1,501 1,423 – – Derivatives 4 77 (47) (3) Current and deferred tax 145 167 (111) (122) Retirement benefit assets and obligations 309 546 (115) (128) Cash and borrowings 1,056 405 (1,166) (1,502) Assets and liabilities held for sale – 1,243 – (283) Statutory assets and liabilities 5,223 5,337 (2,502) (2,914) Segment capital expenditure The capital expenditure on property, plant and equipment, capitalised development and other intangible assets for each division is: John Crane £m Smiths Detection £m Flex-Tek £m Smiths Interconnect £m Corporate and non-headline £m Total £m Capital expenditure year ended 31 July 2022 24 23 11 12 1 71 Capital expenditure year ended 31 July 2021 19 23 992 62 NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 117 ![]() Segment capital employed Capital employed is a non-statutory measure of invested resources. It comprises statutory net assets adjusted to add goodwill recognised directly in reserves in respect of subsidiaries acquired before 1 August 1998 of £478m (FY2021: £787m) and eliminate retirement benefit assets and obligations and litigation provisions relating to non-headline items, both net of related tax, and net debt. See note 29 for a reconciliation of net assets to capital employed. The 12-month rolling average capital employed by division, which Smiths uses to calculate divisional return on capital employed, is: 31 July 2022 John Crane £m Smiths Detection £m Flex-Tek £m Smiths Interconnect £m Total £m Average divisional capital employed 970 1,019 520 400 2,909 Average corporate capital employed 31 Average total capital employed –continuing operations 2,940 31 July 2021 John Crane £m Smiths Detection £m Flex-Tek £m Smiths Interconnect £m Total £m Average divisional capital employed 937 1,018 449 395 2,799 Average corporate capital employed 31 Average total capital employed –continuing operations 2,830 #### Analysis of revenue The revenue for the main product and service lines for each division is: John Crane Original Equipment £m Aftermarket £m Total £m Revenue year ended 31 July 2022 279 622 901 Revenue year ended 31 July 2021 273 592 865 Smiths Detection Aviation £m Other security systems £m Total £m Revenue year ended 31 July 2022 467 188 655 Revenue year ended 31 July 2021 546 175 721 Flex-Tek Aerospace £m Industrials £m Total £m Revenue year ended 31 July 2022 116 531 647 Revenue year ended 31 July 2021 99 409 508 Smiths Interconnect Components, connectors & subsystems £m Revenue year ended 31 July 2022 363 Revenue year ended 31 July 2021 312 Aftermarket sales contributed £1,238m (FY2021: £1,198m) of Group revenue: John Crane aftermarket sales were £622m (FY2021: £592m); Smiths Detection aftermarket sales were £355m (FY2021: £331m); Flex-Tek aftermarket sales were £261m (FY2021: £270m); and Smiths Interconnect aftermarket sales were £nil (FY2021: £5m). NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 118 ![]() Divisional revenue is analysed by the Smiths Group key global markets as follows: General Industrial £m Safety & Security £m Energy £m Aerospace £m Total £m John Crane Revenue year ended 31 July 2022 371 – 530 – 901 Revenue year ended 31 July 2021 355 – 510 – 865 Smiths Detection Revenue year ended 31 July 2022 – 655 –– 655 Revenue year ended 31 July 2021 – 721 –– 721 FlexTek Revenue year ended 31 July 2022 531 –– 116 647 Revenue year ended 31 July 2021 409 –– 99 508 Smiths Interconnect Revenue year ended 31 July 2022 166 144 – 53 363 Revenue year ended 31 July 2021 139 128 – 45 312 Total Revenue year ended 31 July 2022 1,068 799 530 169 2,566 Revenue year ended 31 July 2021 903 849 510 144 2,406 The Group’s statutory revenue is analysed as follows: Year ended 31 July 2022 £m Year ended 31 July 2021 £m Sale of goods recognised at a point in time 1,849 1,723 Sale of goods recognised over time 99 94 Services recognised over time 618 589 2,566 2,406 #### Analysis by geographical areas The Group’s revenue by destination and non-current operating assets by location are shown below: Revenue Intangible assets, right of use assets and property, plant and equipment Year ended 31 July 2022 £m Year ended 31 July 2021 £m 31 July 2022 £m 31 July 2021 £m Americas 1,423 1,244 1,324 1,195 Europe 480 522 498 512 Asia-Pacific 421 390 76 70 Rest of the World 242 250 39 41 2,566 2,406 1,937 1,818 Revenue by destination attributable to the United Kingdom was £75m (FY2021: £69m). Other revenue found to be significant included, the United States of America, totalling £1,206m (FY2021: £1,047m), China (excluding Hong Kong) £132m (FY2021: £123m) and Germany £123m (FY2021: £130m). Revenue by destination has been selected as the basis for attributing revenue to geographical areas as this was the geographic attribution of revenue used by management to review business performance. Non-current assets located in the United Kingdom total £108m (FY2021: £110m). Significant non-current assets held in the United States of America £1,260m (FY2021: £1,138m) and Germany £340m (FY2021: £350m). NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 119 ![]() #### 2 Operating costs The Group's operating costs for continuing operations are analysed as follows: Year ended 31 July 2022 Year ended 31 July 2021 Headline £m Non-headline (note 3) £m Total £m Headline £m Non-headline (note 3) £m Total £m Cost of sales – direct materials, labour, production and distribution overheads 1,605 – 1,605 1,491 – 1,491 Selling costs 200 – 200 188 – 188 Administrative expenses 351 300 651 355 46 401 Transition services cost reimbursement (7) – (7) ––– Total 2,149 300 2,449 2,034 46 2,080 Following the sale of the Smiths Medical business, the Group has provided transition services to the Smiths Medical Group, which is disclosed above as transition services cost reimbursement. Operating profit is stated after charging (crediting): Year ended 31 July 2022 £m Year ended 31 July 2021 £m Research and development expense 80 76 Depreciation of property, plant and equipment 38 40 Depreciation of right of use assets 30 32 Amortisation ofintangibleassets 61 67 Strategic restructuring programme and write-downs – 21 Russia impairment and related closure costs (see note 11) 19 – Transition services cost reimbursement (7) – Research and development (R&D) cash costs were £107m (FY2021: £94m) comprising £80m (FY2021: £76m) of R&D expensed to the income statement, £12m (FY2021: £8m) of capitalised costs and £15m (FY2021: £10m) of customer funded R&D. Administrative expenses include £3m (FY2021: £1m) in respect of lease payments for short-term and low-value leases which were not included within right of use assets and lease liabilities. Auditors' remuneration The following fees were paid or are payable to the Company’s auditors, KPMG LLP and other firms in the KPMG network, for the year ended 31 July 2022. Year ended 31 July 2022 £m Year ended 31 July 2021 £m Audit services Fees payable to the Company’s auditors for the audit of the Company’s annual financial statements 2.8 2.3 Fees payable to the Company’s auditors and its associates for other services: – the audit of the Company’s subsidiaries 4.6 4.2 7.4 6.5 All other services 0.8 0.9 Other services comprise audit-related assurance services £0.5m (FY2021: £0.4m) and fees for reporting accountant services in connection with a class 1 disposal £0.3m (FY2021: £0.5m). Audit-related assurance services include the review of the Interim Report. Total fees for non audit services comprise 11% (FY2021: 13%) of audit fees. In the current year, the Group has additionally agreed £0.5m of additional fees with the Group auditors relating to the audit of the prior year financial statements. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 120 ![]() #### 3 Non-statutory profit measures #### Headline profit measures The Group has identified and defined a ‘headline’ measure of performance which is not impacted by material non-recurring items or items considered non-operational/trading in nature. This non-GAAP measure of profit is not intended to be a substitute for any IFRS measures of performance, but is a key measure used by management to understand and manage performance. See the disclosures on presentation of results in accounting policies for an explanation of the adjustments. The items excluded from 'headline' are referred to as ‘non-headline’ items. Non-headline operating profit items i. CONTINUING OPERATIONS The non-headline items included in statutory operating profit for continuing operations were as follows: Notes Year ended 31 July 2022 £m Year ended 31 July 2021 £m Post-acquisition integration costs and fair value adjustment unwind Unwind of acquisition balance sheet fair value uplift (2) (1) Integration programme costs – (1) Acquisition anddisposal related transaction costs and provision releases Business acquisition/disposal costs (5) (1) Legacy pension scheme arrangements Past service costs for benefit equalisation and improvements 8 (43) (6) Retirement benefit scheme settlement loss 8 (171) – Non-headline litigation provision movements Movement inprovision held against TiteflexCorporation subrogation claims 23 (2) 13 Provision for JohnCrane, Inc. asbestos litigation 23 (7) (6) Cost recovery for John Crane, Inc. asbestos litigation – 9 Other items Russia impairment charges and related closure costs 11 (19) – Amortisation of acquired intangible assets 10 (51) (53) Non-headline items in operating profit –continuing operations (300) (46) Post-acquisitionintegration costs and fair value adjustment unwind The impact of unwinding the acquisition balance sheet fair value adjustments required by IFRS 3 'Business combinations' was recognised as non-headline as the charge did not relate to trading activity. The £2m (FY2021: £1m) charge was due to the unwind of fair value uplifts on the acquisition of Royal Metal Products. The £1m of integration programme costs in FY2021 principally related to defined projects for the integration of United Flexible into the existing Flex-Tek business. Integration programme costs included the direct costs of organisational change, site rationalisation and entity closure costs. The United Flexible integration programme concluded in the current year. Integration costs were recognised as non-headline items because they were considered material and bear no relation to the ongoing performance of the acquired businesses. Acquisition anddisposal related transaction costs and provision releases The £5m of business acquisition/disposal costs (FY2021: £1m) principally relate to a provision for potential litigation expenses relating to an acquired business that were unknown at the time of the acquisition. These costs are recognised as non-headline items because they entirely relate to an acquisition transaction and are considered to be non-trading in nature. Legacy pension scheme arrangements The current year past service costs of £43m (FY2021: £6m) comprises the following: – £19m of costs (FY2021: £6m) that were recognised in respect of the historic equalisation of retirement benefits for men and women (see note 8 for further details); and – £24m of costs (FY2021: £nil) that were recognised following the TI Group Pension Scheme (TIGPS) executing an insurance buy-in policy. This reflects the expectation that the TIGPS trustee will use any surplus, remaining after the costs of buying-out and winding-up the scheme have been met, to improve member benefits (see note 8 for further details). These past service costs are reported as non-headline as they are non-recurring and relate to legacy pension liabilities. A £171m retirement benefit scheme settlement loss has been recognised in the current year (FY2021: £nil) following TIGPS executing an insurance buy-in policy for its remaining uninsured liabilities (see note 8 for further details). This item is reported as non-headline as it is non-recurring and relates to legacy pension liabilities. Non-headline litigation provision movements The following litigation costs and recoveries have been treated as non-headline items because the provisions were treated as non-headline when originally recognised and the subrogation claims and litigation relate to products that the Group no longer sells in these markets: – The £2m charge (FY2021: £13m credit) recognised by Titeflex Corporation is principally in respect of an increase in the estimated cost of future claims. See note 23 for further details; and – The £7m charge (FY2021: £6m charge) recognised for John Crane, Inc. asbestos litigation provision was principally due to an increased provision for adverse judgements and legal defence costs. The costs recovered via insurer settlements in FY2021 were £9m. See note 23 for further details. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 121 ![]() Other items Following the decision in March 2022 to suspend sales into Russia the Group has recognised £19m (FY2021: £nil) of Russia impairment charges and related closure costs (see note 11 for further details). These expenses are recognised as non-headline items as they are both non-recurring and material in size. Acquired intangible asset amortisation costs of £51m (FY2021: £53m) were recognised in the current year. This was considered to be a non- headline item on the basis that these charges resulted from acquisition accounting and were non-operational in nature. Non-headline finance costs items The non-headline items included in finance costs for continuing operations were as follows: Notes Year ended 31 July 2022 £m Year ended 31 July 2021 £m Unwind of discount on provisions 23 (3) (2) Other finance income – retirement benefits 8 7 6 Fair value gain on investment in early stage business 14 1 – Foreign exchangegain (loss) on intercompany loan with discontinued operations 22 (50) Non-headline items infinance costs –continuingoperations 27 (46) Continuing operations –non-headline loss before taxation (273) (92) The financing elements of non-headline legacy liabilities, including the £3m (FY2021: £2m) unwind of discount on provisions, were excluded from headline finance costs because these provisions were originally recognised as non-headline and this treatment has been maintained for ongoing costs and credits. Other finance income comprises £7m (FY2021: £6m) of financing credits relating to retirement benefits. These were excluded from headline finance costs because the ongoing costs and credits are a legacy of previous employee pension arrangements. Foreign exchange gains or losses on intercompany financing between Smiths Medical and the continuing Group were recognised on the face of the income statement as a non-headline item due to the classification of the Smiths Medical division as a discontinued operation. The £22m foreign exchange gain incontinuing operations (FY2021: £50m loss) matches the foreign exchange loss in discontinued operations. This was excluded from headline net finance costs as these fair value movements were non-operational in nature and were purely a consequence of thepresentational requirements fordiscontinued operations. Non-headline taxation items The non-headline items included in taxation for continuing operations were as follows: Notes Year ended 31 July 2022 £m Year ended 31 July 2021 £m Tax credit on non-headline loss 6 19 9 (Increase)/decrease inunrecognised UKdeferred taxasset 6 (5) 4 Non-headline items in taxation –continuing operations 14 13 Continuing operations –non-headline loss for theyear (259) (79) Movement in unrecognised UK deferred tax asset These movements are reported as non-headline because the prior year charge was reported as non-headline. In FY2019 £36m of deferred tax was derecognised following the decision to separate Smiths Medical which reduces the Group's profitability in the UK. This year, following sale of Medical there is an additional non-headline charge for UK losses. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 122 ![]() ii. DISCONTINUED OPERATIONS The non-headline items for discontinued operations were as follows: Notes Year ended 31 July 2022 £m Year ended 31 July 2021 £m Non-headline operating profit items Medfusion documentation remediationcosts (33) – Impairment of investment in Ivenix, Inc convertible debt (14) – Medical separation costs – (18) Impairment of capitalised development costs and related assets – (61) Non-headline finance costs items Foreign exchange(loss)/gainon intercompany loan with parent (22) 50 Gain on sale ofdiscontinued operation Gain on the sale of Smiths Medical to ICU Medical, Inc. 27 1,036 – Non-headline taxation items Tax on non-headline loss 27 6 23 Non-headline items in profit fromdiscontinued operations 973 (6) Profit for the year – non-headline items for continuing and discontinued operations 714 (85) In the current year Smiths Medical recognised a provision of £33m against the expected costs of the remediation actions required to address each of the observations and discussion items contained in the US Food and Drug Administration (FDA) ‘for-cause’ audit findings on the Medfusion product range. In the current period a decision was taken by Smiths Medical to exit their commercial agreement with Ivenix, Inc. These circumstances have resulted in a change in strategy and have triggered an indicator of impairment to the carrying value of the Smiths Medical investment in Ivenix, Inc. As this change in circumstances indicates that it is not currently probable that the investment will realise economic benefits, management have impaired the entire £14m value of Smiths Medical’s Ivenix, Inc. investment. In the prior year the £18m of Medical separation costs represented incremental costs incurred by the Group to separate Smiths Medical. This cost has been reported as non-headline as the full year effect of the transaction on the Group's financial statements is both material and non-recurring. In the current year separation and transaction costs incurred on the sale of the Smiths Medical business to ICU Medical, Inc have been included within the ‘Gain on sale of discontinued operation’ calculation (see note 27). The £22m foreign exchange loss on intercompany loan with parent (FY2021: £50m gain) directly offsets the foreign exchange gain in continuing operations. This is excluded from headline net finance costs as these fair value movements are non-operational in nature and are purely a consequence of the presentational requirements for discontinued operations. #### 4 Net finance costs Notes Year ended 31 July 2022 £m Year ended 31 July 2021 £m Interest receivable 14 9 Interest payable: – bank loans and overdrafts, including associated fees (12) (7) – other loans (40) (39) – interest on leases (3) (3) Interest payable (55) (49) Headline netfinance costs (41) (40) Other financing gains/(losses): – valuation movements on fair value hedged debt (32) 22 – valuation movements on fair value derivatives 33 (25) – foreign exchange and ineffectiveness on net investment hedges (2) 3 – retranslation of foreign currency bank balances (1) (3) – other items including counterparty credit risk adjustments and non-hedge accounted derivatives 2 3 Other financing gains/(losses) – – Non-headline financecost items: Foreign exchangegain onintercompany loanwith discontinued operations 3 22 (50) Unwind of discount on provisions 3 (3) (2) Fair value gain on investment in early stage business 14 1 – Net interest income on retirementbenefit obligations 8 7 6 Non-headline finance costitems 27 (46) Net financecosts (14) (86) NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 123 ![]() #### 5 Earnings per share Basic earnings per share are calculated by dividing the profit for the year attributable to equity shareholders of the Company by the average number of ordinary shares in issue during the year. Year ended 31 July 2022 £m Year ended 31 July 2021 £m Profit attributable to equity shareholders for the year: – continuing 11 156 – discontinued 1,022 128 Total 1,033 284 Average number of shares in issue during the year (note 24) 386,678,211 396,350,586 Statutory earnings per share total – basic 267.1p 71.7p Statutory earnings per share total – diluted 266.0p 71.3p Statutoryearnings per share continuing operations – basic 2.8p 39.4p Statutory earnings per share continuing operations – diluted 2.8p 39.1p Diluted earnings per share are calculated by dividing the profit attributable to ordinary shareholders by 388,349,758 (FY2021: 398,576,502) ordinary shares, being the average number of ordinary shares in issue during the year adjusted by the dilutive effect of employee share schemes. No options (FY2021: nil) were excluded from this calculation because their effect was anti-dilutive. A reconciliation of statutory and headline earnings per share is as follows: Year ended 31 July 2022 Year ended 31 July 2021 £m Basic EPS (p) Diluted EPS (p) £m Basic EPS (p) Diluted EPS (p) Total profit attributable to equity shareholders of the Parent Company 1,033 267.1 266.0 284 71.771.3 Exclude: Non-headline items (note 3) (714) 85 Headline earnings per share 319 82.5 82.1 369 93.1 92.6 Profit from continuing operations attributable to equity shareholders of the Parent Company 11 2.82.8 156 39.4 39.1 Exclude: Non-headline items (note 3) 259 79 Headline earnings per share – continuing operations 270 69.869.5 235 59.359.0 #### 6 Taxation This note only provides information about corporate income taxes under IFRS. Smiths companies operate in over 50 countries across the world. They pay and collect many different taxes in addition to corporate income taxes including: payroll taxes; value added and sales taxes; property taxes; product-specific taxes; and environmental taxes. The costs associated with these other taxes are included in profit before tax. Year ended 31 July 2022 £m Year ended 31 July 2021 £m The taxation charge in the consolidated income statement for the year comprises: Continuing operations – current income tax charge 68 71 – current tax adjustments in respect of prior periods 5 7 Current taxation 73 78 Deferred taxation 17 5 Total taxation expense – continuingoperations 90 83 Analysed as: Headline taxation expense 104 96 Non-headline taxation credit (14) (13) Totaltaxation expense in theconsolidated incomestatement 90 83 Year ended 31 July 2022 £m Year ended 31 July 2021 £m Tax on items charged/(credited) to equity Deferred tax: – retirement benefit schemes – 6 – foreign exchange – (5) – share-basedpayment (1) (1) (1) – The £nil (FY2021: £6m) charge to equity for retirement benefits related to UK retirement schemes. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 124 ![]() #### Current taxation liabilities Current tax £m At 31 July 2020 (38) Foreign exchangegain 1 Charge toincome statement (78) Taxpaid 96 At 31 July 2021 (19) Current tax receivable 75 Current tax payable within one year (89) Corporation tax payable after more than one year (5) At 31 July 2021 (19) Foreign exchangegain (4) Charge toincome statement (73) Taxpaid 79 At 31 July 2022 (17) Current tax receivable 50 Current tax payable within one year (64) Corporation tax payable after more than one year (3) At 31 July 2022 (17) Taxation liabilities included provisions of £38m (FY2021: £34m), the majority of which related to the risk of challenge to the geographic allocation of profits by tax authorities. In addition to the risks provided for, the Group faces a variety of other tax risks, which result from operating in a complex global environment, including the ongoing reform of both international and domestic tax rules, new and ongoing tax audits in the Group’s larger markets and the challenge to fulfil ongoing tax compliance filing and transfer pricing obligations given the scale and diversity of the Group’s global operations. The Group anticipates that a number of tax audits are likely to conclude in the next 12 to 24 months. Due to the uncertainty associated with such tax items, it is possible that the conclusion of open tax matters may result in a final outcome that varies significantly from the amounts noted above. #### Reconciliation of the tax charge The headline tax charge for the year of £104m (FY2021: £96m) represented an effective rate of 27.6% (FY2021: 28.9%). The headline effective tax rate for the total Group including discontinued operations was 27.2% (FY2021: 27.1%). The tax charge on the profit for the year for continuing operations was different from the standard rate of corporation tax in the UK of 19% (FY2021: 19.0%). The difference is reconciled as follows: Year ended 31 July 2022 £m Year ended 31 July 2021 £m Profit before taxation 103 240 Notional taxation expense at UK corporate rate of 19.0% (FY2021: 19.0%) 20 46 Different tax rates on non-UK profits and losses 13 16 Non-deductible expenses and othercharges 11 30 Tax credits and non-taxable income (6) (8) Non-headline UK deferred tax asset recognition adjustment 5 (4) Other adjustments to unrecognised deferred tax 10 (4) Non-tax relievable loss on UK pensions schemes 41 – Tax onSmiths Medical consolidation adjustments 2 8 Prior year true-up (6) (1) Totaltaxation expense in theconsolidated incomestatement 90 83 Comprising: Taxation on headline profit 104 96 Non-headline taxation items: – Tax on non-headline loss (19) (9) – UK deferred tax asset recognition adjustment 5 (4) Taxationon non-headline items (14) (13) Totaltaxation expense in theconsolidated incomestatement 90 83 The head office of Smiths Group is domiciled in the UK; so the tax charge has been reconciled to UK tax rates. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 125 ![]() #### Deferred taxation assets/(liabilities) Property, plant, equipment and intangible assets £m Employment benefits £m Losses carried forward £m Provisions £m Other £m Total £m At 31 July 2020 (74) (66) 128 86 175 Reallocations 11 (1) (14) 22– Charge to income statement– continuingoperations 4 (31) 27 (5) – (5) Credit to equity – (6) 5–– (1) Foreign exchangeratemovements 3 (1) (2) (5) – (5) At 31 July 2021 (56) (105)144 78 3 64 Deferred tax assets 2 (113) 126 62 15 92 Deferred tax liabilities (58) 8 18 16(12) (28) At 31 July 2021 (56) (105)144 78 3 64 Reallocations (15) 1914– Charge to income statement– continuingoperations 4 50 (54) (10) (7) (17) Credit to equity –3–– (4) (1) Foreign exchangeratemovements (9) –4 10 –5 At 31 July 2022 (76) (51) 103 79 (4) 51 Deferred tax assets (1) (56) 76 65 11 95 Deferred tax liabilities (75) 5 27 14 (15) (44) At 31 July 2022 (76) (51) 103 79 (4) 51 Reallocations in FY2022 include £10m where attributes used to shelter PDCF assessments have been reallocated from losses to capital allowances, following the conclusion of the Group's PDCF audit with UK HMRC covering FY2015 to FY2020. Of the amounts included within 'Other' in the table above as at 31 July 2022, liabilities relating to tax on unremitted earnings were £19m (FY2021: £14m). The aggregate amount of temporary differences associated with investments in subsidiaries for which deferred tax liabilities have not been recognised was immaterial. The deferred tax asset relating to losses has been recognised on the basis of strong evidence of future taxable profits against which the unutilised tax losses can be relieved or because it is probable that they will be recovered against the reversal of deferred tax liabilities. Deferred tax relating to provisions includes £57m (FY2021: £54m) relating to John Crane Inc. litigation provision, and £12m (FY2021: £11m) relating to Titeflex Corporation litigation provision. See note23 for additionalinformation onprovisions. #### Unrecognised deferred tax The Group has unrecognised deferred tax relating to losses amounting to £335m (FY2021: £107m). The expiry date of operating losses carried forward is dependent upon the law of the various territories in which the losses arise. A summary of expiry dates for the unrecognised deferred tax on losses is set out below: 2022 £m Expiry of losses 2021 £m Expiry of losses Restricted losses – Asia – n/a 30 2022-2027 Unrestricted losses – operating losses 335 No expiry 77 No expiry Total unrecognised deferred tax on losses 335 107 Unrecognised deferred tax relating to losses has increased by £228m (FY2021: increased by £13m). Changes to unrecognised losses include an increase of £226m, mainly related to UK deferred tax on losses that were being recognised to offset the deferred tax liability related to the TI Pension surplus, now written off following the bulk annuity buy-in with Rothesay Life plc, other increases of £39m and a reduction of £37m related to the sale of Smiths Medical. #### Sale of Smiths Medical The sale of 100% of the share capital of the UK Smiths Medical holding company completed on the 6 January 2022. The profit on sale was exempt from tax under the Substantial Shareholding Exemption. #### Developments in the Group tax position In December 2021, the Organisation for Economic Co-operation and Development ('OECD') published rules relating to global minimum taxation – the so-called Pillar 2 rules, scheduled to apply from 2023, regarding the future taxation of large multinationals such as Smiths. The Group will continue to monitor the development and future implementation of these rules. However, at this time and as currently drafted, they are not expected to have a material impact on the Group. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 126 ![]() #### 7 Employees Year ended 31 July 2022 Year ended 31 July 2021 Continuing operations £m Discontinued operations £m Total £m Continuing operations £m Discontinued operations £m Total £m Staff costs during the period Wages and salaries 700 91791 627 234 861 Socialsecurity 81 9 90 85 22 107 Share-based payment (note 9) 13 2 15 13 1 14 Pension costs (including defined contribution schemes) (note 8) 29 5 34 26 11 37 823 107 930 751 268 1,019 The average number of persons employed, rounded to the nearest 50 employees, was: Year ended 31 July 2022 Year ended 31 July 2021 John Crane 6,050 5,950 Smiths Detection 3,100 3,000 Flex-Tek 3,300 3,000 Smiths Interconnect 2,500 2,300 Corporate (including central/shared IT services) 300 300 Continuing operations 15,250 14,550 Discontinued operations – Smiths Medical (in period to 6 January 2022) 6,700 7,500 Total 21,950 22,050 #### Key management The key management of the Group comprises Smiths Group plc Board Directors and Executive Committee members. Their aggregate compensation is shown below. Details of Directors’ remuneration are contained in the report of the Remuneration & People Committee on pages 75 to 88. Year ended 31 July 2022 £m Year ended 31 July 2021 £m Key managementcompensation Salaries and short-term employee benefits 10.3 12.8 Cost of retirement benefits 0.7 0.9 Cost of share-based incentive plans 4.7 3.9 No member of key management had any material interest during the period in a contract of significance (other than a service contract or a qualifying third-party indemnity provision) with the Company or any of its subsidiaries. Options and awards held at the end of the period by key management in respect of the Company’s share-based incentive plans were: Year ended 31 July 2022 Year ended 31 July 2021 Number of instruments ’000 Weighted average exercise price Number of instruments ’000 Weighted average exercise price SEP – 169 LTIP 1,411 1,645 Restricted stock 8 82 SAYE 16 £11.43 11£10.11 #### Related party transactions The only related party transactions in FY2022 were key management compensation (FY2021:key management compensation). NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 127 ![]() #### 8 Retirement benefits Smiths provides retirement benefits to employees in a number of countries. This includes defined benefit and defined contribution plans and, mainly in the United Kingdom (UK) and United States of America (US), post-retirement healthcare. #### Defined contribution plans The Group operates defined contribution plans across many countries. In the UK a defined contribution plan has been offered since the closure of the UK defined benefit pension plans. In the US a 401(k) defined contribution plan operates. The total expense recognised in the consolidated income statement in respect of all these plans was £34m (FY2021: £36m). #### Defined benefit and post-retirement healthcare plans The principal defined benefit pension plans are in the UK and in the US and these have been closed so that no future benefits are accrued. For all schemes, pension costs are assessed in accordance with the advice of independent, professionally qualified actuaries. These valuations have been updated by independent qualified actuaries in order to assess the liabilities of the schemes as at 31 July 2022. Contributions to the schemes are made on the advice of the actuaries, in accordance with local funding requirements. The changes in the present value of the net pension asset in the period were: Year ended 31 July 2022 £m Year ended 31 July 2021 £m At beginning ofperiod 413 372 Foreign exchangeratemovements - 5 Current service cost (2) (2) Scheme administration costs (4) (5) Past service cost, curtailments, settlements – continuing operations (214) (6) Settlements – discontinued operations (3) – Finance income – retirement benefits 7 6 Contributions by employer 9 30 Actuarial gain 3 13 Retirement benefit obligations disposed of with Smiths Medical (note 27) 5 – Unrecognised assets due to surplus restriction (20) – Net retirementbenefit asset 194 413 The £413m net retirement benefit asset for FY2021 included £5m of pension obligations disclosed within liabilities held for sale. #### UK pension schemes Smiths funded UK pension schemes are subject to a statutory funding objective, as set out in UK pension legislation. Scheme trustees need to obtain regular actuarial valuations to assess the scheme against this funding objective. The trustees and sponsoring companies need to agree funding plans to improve the position of a scheme when it is below the acceptable funding level. The UK Pensions Regulator has extensive powers to protect the benefits of members, promote good administration and reduce the risk of situations arising which may require compensation to be paid from the Pension Protection Fund. These include imposing a schedule of contributions or the calculation of the technical provisions, where a trustee and company fail to agree appropriate calculations. Smiths Industries Pension Scheme ('SIPS') This scheme was closed to future accrual effective 1 November 2009. SIPS provides index-linked (to applicable caps) pension benefits based on final earnings at date of closure. SIPS is governed by a corporate trustee (S.I. Pension Trustees Limited, a wholly owned subsidiary of Smiths Group plc). The board of trustee directors currently comprises four Company-nominated trustees and four member- nominated trustees, with an independent chairman selected by Smiths Group plc. Trustee directors are responsible for the management, administration, funding and investment strategy of the scheme. The most recent actuarial valuation of this scheme has been performed using the Projected Unit Method as at 31 March 2020. The valuation showed a surplus of £34m on the Technical Provisions funding basis at the valuation date and the funding position has improved since then. As part of the valuation agreement, no contributions are currently being paid to SIPS and the Group's current expectation is that these contributions will not recommence (although there are circumstances relating to the Scheme’s funding level in which contributions could be due to SIPS). The duration of SIPS liabilities is around 20 years (FY2021: 23 years) for active deferred members, 20 years (FY2021: 22 years) for deferred members and 11 years (FY2021: 12 years) for pensioners and dependants. Under the governing documentation of SIPS, any future surplus would be returnable to Smiths Group plc by refund, assuming gradual settlement of theliabilities over the lifetime of the scheme. In SIPS, as part of ongoing data cleansing work being undertaken to prepare the scheme for a potential full buy-out in the future, it has been discovered that the method used in the early 1990s to equalise retirement ages between men and women in two of its smaller benefits sections was incorrect. An additional liability of £19m has been recognised as a past service cost to reflect the correction of this issue. A wider review is being undertaken to determine if equalisation was undertaken correctly in other sections of the Scheme. Should any issues arise from this review, any additional liability is expected to be accounted for at the point the legal investigations are completed and there is clarity on the legally effective dates that equalisation of retirement ages was implemented in respective sections. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 128 ![]() TI Group Pension Scheme ('TIGPS') This scheme was closed to future accrual effective 1 November 2009. TIGPS provides index-linked (to applicable caps) pension benefits based on final earnings at the date of closure. TIGPS is governed by a corporate trustee (TI Pension Trustee Limited, an independent company). The board of trustee directors comprises four Company-nominated trustees and four member-nominated trustees, with an independent trustee director selected by the trustee. The trustee is responsible for the management, administration, funding and investment strategy of the scheme. In June 2022 the TIGPS trustee completed a deal to secure its remaining uninsured pension liabilities, by way of a bulk annuity buy-in with Rothesay Life plc. This means all of the scheme’s liabilities are insured via seven buy-in policies. The final buy-in has been secured with an intention to fully buy-out the Scheme as soon as reasonably practical and within a period of four years. Consequently, the income statement recognises a settlement loss of £171m in relation to the buy-in. In terms agreed between the Group and the TIGPS trustee prior to the transaction, when TIGPS converts all of its buy-in policies to buy-out policies and subsequently winds-up, the trustee is expected to use any surplus remaining, after the costs of buying-out and winding-up the scheme have been met, to improve member benefits. A past service cost of £24m has been recognised for this in the income statement. The Group has no expectation of receiving a refund from the scheme and has placed an economic benefit value of zero on the TIGPS surplus from 10 June 2022. As TIGPS currently retains the legal obligation to pay all scheme benefits, TIGPS liabilities remain part of the retirement benefit obligations on the balance sheet alongside the corresponding buy-in assets. These liabilities and assets will be de-recognised at the point the buy-in policies are converted to buy-outs and the legal obligation for payment of benefits is transferred to the relevant insurers. The most recent actuarial valuation of this scheme has been performed using the Projected Unit Method as at 5 April 2020. The valuation showed a surplus of £22m on the Technical Provisions funding basis at the valuation date and the funding position has improved since then. Given TIGPS’s circumstances, the Group's current expectation is that no further contributions to TIGPS will be required. The duration of the TIGPS liabilities is around 21 years (FY2021: 23 years) for active deferred members, 19 years (FY2021: 21 years) for deferred members and 10 years (FY2021: 11 years) for pensioners and dependants. #### US pension plans The valuations of the principal US pension and post-retirement healthcare plans were performed using census data at 1 January 2022. The pension plans were closed with effect from 30 April 2009 and benefits were calculated as at that date and are not revalued. Governance of the US pension plans is overseen by a Settlor Committee appointed by Smiths Group Services Corp, a wholly owned subsidiary of the Group. The duration of the liabilities for the largest US plan is around 16 years (FY2021: 18 years) for active deferred members, 15 years (FY2021: 18 years) for deferred members and 10 years (FY2021: 12 years) for pensioners and dependants. #### Risk management In respect of uninsured liabilities, the pensions schemes are exposed to risks that: – investment returns are below expectations, leaving the schemes with insufficient assets in future to pay all their pension obligations; – members and dependants live longer than expected, increasing the value of the pensions which the schemes have to pay; – inflation rates are higher than expected, causing amounts payable under index-linked pensions to be higher than expected; and – increased contributions are required to meet funding targets if lower interest rates increase the current value of liabilities. These risks are managed separately for each pension scheme. However, the Group has adopted a common approach of closing defined benefit schemes to cap members’ entitlements and of supporting trustees in adopting investment strategies which aim to hedge the value of assets against changes in the value of liabilities caused by changes in interest and inflation rates. Across SIPS and TIGPS, approximately 60% of all liabilities are now de-risked through 11 bulk annuities. TIGPS TIGPS has covered roughly 100% of liabilities with matching annuities, eliminating investment return, longevity, inflation and funding risks in respect of those liabilities. SIPS SIPS has covered roughly 30% of liabilities with matching annuities, eliminating investment return, longevity, inflation and funding risks in respect of those liabilities. It has also adopted a Liability Driven Investment (LDI) strategy to hedge interest and inflation risks of the scheme’s uninsured liabilities by investment in gilts together with the use of gilt repurchase arrangements, total return swaps, inflation swaps and interest rate swaps. The strategy also takes into account the scheme’s corporate bond investments. The critical estimates and principal assumptions used in updating the valuations are set out below: 2022 UK 2022 US 2022 Other 2021 UK 2021 US 2021 Other Rate of increase in salaries n/an/a 2.2% n/an/a 2.5% Rate of increase for active deferred members 4.0% n/an/a 4.2% n/an/a Rate of increase in pensions in payment 3.4% n/a 1.2% 3.3% n/a 1.5% Rate of increase in deferred pensions 3.4% n/an/a 3.3% n/an/a Discount rate 3.5%4.5% 1.1% 1.7% 2.7%0.7% Inflation rate 3.4% n/a 1.3% 3.3% n/a 1.5% Healthcare cost increases 4.4% n/an/a 4.4% n/an/a The assumptions used in calculating the costs and obligations of the Group’s defined benefit pension plans are set by the Group after consultation with independent professionally qualified actuaries. The assumptions used are estimates chosen from a range of possible actuarial assumptions which, due to the timescale covered, may not necessarily occur in practice. For countries outside the UK and USA, assumptions are disclosed as a weighted average. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 129 ![]() Inflation rate assumptions The RPI inflation assumption of 3.4% has been derived using the Aon UK Government Gilt Prices Only Curve with an Inflation Risk Premium (IRP) of 0.2% p.a., whereas in previous years the Aon UK Government RPI Curve was used. It is estimated that the impact of this change in RPI methodology is to increase the RPI assumption by 0.1% at 31 July 2022 and this is expected to increase the balance sheet liabilities, for both SIPS and TIGPS, by 1.0% of DBO at 31 July 2022. The Government's response to its consultation on RPI reform was published on 25 November 2020, and strongly implied that RPI will become aligned with CPI-H from 2030. No specific allowance (beyond anything already priced into markets) has been factored into the RPI assumptions for potential changes. The assumption for the long-term gap between RPI and CPI is 0.6% p.a. (FY2021:0.6%) reflecting the Group’s view on the market pricing of this gap over the lifetime of the UK schemes’ liabilities, i.e. 1.0% p.a. (FY2021: 1.0%) pre-2030 and 0.2% p.a. post-2030 (FY2021:0.1%). Discount rate assumptions The UK schemes use a discount rate based on the annualised yield on the Aon GBP Select AA Curve, using the expected cash-flows from a notional scheme with obligations of the same duration as that of the UK schemes. The US Plan uses a discount rate based on the annualised yield derived from Willis Towers Watson’s RATE:Link (10th – 90th) model using the Plan’s expected cash-flows. Mortality assumptions The mortality assumptions used in the principal UK schemes are based on the 'SAPS S3' birth year tables with relevant scaling factors based on the recent experience of the schemes. The assumption allows for future improvements in life expectancy in line with the 2021 CMI projections, with a smoothing factor of 7.0 and 'A' parameter of 0.5%/0.25% (SIPS/TIGPS) and blended to a long-term rate of 1.25%. The mortality assumptions used in the principal US schemes are based on generational mortality using Pri-2012 sex-distinct, employee/ non-disabled annuitant table, with a 2012 base year, projected forward generationally with the MP-2021 mortality scale. No explicit adjustment has been made to mortality assumptions in respect of COVID-19. Expected further years of life UK schemesUS schemes Male 31 July 2022 Female 31 July 2022 Male 31 July 2021 Female 31 July 2021 Male 31 July 2022 Female 31 July 2022 Male 31 July 2021 Female 31 July 2021 Member who retires next year at age 65 22 24 22 24 21 22 20 22 Member,currently 45, when they retire in 20 years’ time 23 25 23 25 22 24 22 24 Sensitivity Sensitivities in respect of the key assumptions used to measure the principal pension schemes as at 31 July 2022 are set out below. These sensitivities show the hypothetical impact of a change in each of the listed assumptions in isolation, with the exception of the sensitivity to inflation which incorporates the impact of certain correlating assumptions. In practice, such assumptions rarely change in isolation. Profit before tax for year ended 31 July 2022 £m Increase/ (decrease) in scheme assets 31 July 2022 £m (Increase)/ decreasein scheme liabilities 31 July 2022 £m Profit before tax for year ended 31 July 2021 £m Increase/ (decrease) in scheme assets 31 July 2021 £m (Increase)/ decrease in scheme liabilities 31 July 2021 £m Rate of mortality – 1 year increase in life expectancy (2)84 (135) (2) 99 (209) Rate of mortality – 1 year decrease in life expectancy 2 (84) 136 2 (97) 206 Rate of inflation – 0.25% increase (1) 34 (69) (1) 30 (98) Discount rate – 0.25% increase 2 (49) 97 3 (38) 146 Market value of scheme assets – 2.5% increase 140– 1 73 – The effect on profit before tax reflects the impact of current service cost and net interest cost. The value of the scheme assets is affected by changes in mortality rates, inflation and discounting because they affect the carrying value of the insurance assets. Asset valuation The pension schemes hold assets in a variety of pooled funds, in which the underlying assets typically are invested in credit and cash assets. These funds are valued. The price of the funds is set by administrators/custodians employed by the investment managers and based on the value of the underlying assets held in the funds. Details of pricing methodology are set out within internal control reports provided for each fund. Prices are updated daily, weekly or monthly depending upon the frequency of the fund’s dealing. Bonds are valued using observable broker quotes. Gilt repurchase obligations are valued by the relevant manager, which derives the value using an industry recognised model with observable inputs. Property is valued by specialists applying recognised property valuation methods incorporating current market data on rental yields and transaction prices. Total return, interest and inflation swaps and forward FX contracts are bilateral agreements between counterparties and do not have observable market prices. These derivative contracts are valued using observable inputs. Insured liabilities comprise annuity policies broadly matching the scheme obligation to identified groups of members. These assets are valued by an external qualified actuary at the actuarial valuation of the corresponding liability, reflecting this matching relationship. The insurance policies are treated as qualifying insurance policies as none of the insurers are related parties of Smiths Group, and the proceeds of the policies can only be used to pay or fund employee benefits for the respective schemes, are not available to Smiths Group’s creditors and cannot be paid to Smiths Group. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 130 ![]() Retirement benefit plan assets 31 July 2022 – £m 31 July 2021 – £m UK schemes US schemes Other countries Total UK schemes US schemes Other countries Total Cash and cash equivalents 90 11 92 71 1– 72 Pooled funds: – Pooled equity ––33 ––33 – Pooled Diversified Growth –– 1515 –– 1919 – Pooled credit 379 –– 379 420 –– 420 Corporatebonds 412 167 – 579 791 192 – 983 Government bonds/LDI 498 57 3 558 1,298 79 3 1,380 Insured liabilities 1,649 –– 1,649 1,462 –– 1,462 Property 39 –– 39 62 –– 62 Other –––– ––55 Total market value 3,067 225 22 3,314 4,104 272 30 4,406 The assets are unquoted. Government bonds/LDI portfolios contain £960m (FY2021: £1,929m) of UK Government bonds (gilts), £476m (FY2021: £626m) of gilt repurchase obligations and £9m of interest and inflation swap assets (FY2021: £5m obligations). The UK bond portfolios include forward FX contracts with a net value of £5m (FY2021: £1m). These are held to hedge against foreign currency risk in respect of overseas bonds. The scheme assets do not include any property occupied by, or other assets used by, the Group. Present value of funded scheme liabilities and assets for the main UK and US schemes 31 July 2022 – £m 31 July 2021 – £m SIPS TIGPS US schemes SIPS TIGPS US schemes Present value of funded scheme liabilities: – Active deferred members (32) (23) (41) (42) (29) (73) – Deferred members (561) (442) (109) (810) (632) (119) – Pensioners (1,010)(670) (88) (1,226) (809) (81) Present value of funded scheme liabilities (1,603) (1,135) (238) (2,078) (1,470) (273) Market value of scheme assets 1,912 1,155 225 2,410 1,684 272 Surplus restriction –(20)– ––– Surplus/(deficit) 309 – (13) 332 214 (1) Net retirement benefit obligations 31 July 2022 – £m 31 July 2021 – £m UK schemes US schemes Other countries Total UK schemes US schemes Other countries Total Market value of scheme assets 3,067 22522 3,314 4,104 272 30 4,406 Present value of funded scheme liabilities (2,738) (238) (27) (3,003) (3,558)(273) (38) (3,869) Surplus restriction (20)––(20) –––– Surplus/(deficit) 309 (13) (5) 291 546 (1) (8) 537 Unfunded pension plans (43) (7)(40)(90) (54) (7) (55) (116) Post-retirement healthcare (4) (1) (2)(7) (4) (1) (3) (8) Present value ofunfunded obligations (47) (8) (42) (97) (58) (8) (58) (124) Net pensionasset/(liability) 262 (21) (47) 194 488 (9) (66) 413 Retirement benefit assets 309––309 546 –– 546 Retirement benefit liabilities (47) (21) (47) (115) (58) (9) (61) (128) Liabilities held for sale –––– –– (5)(5) Net pensionasset/(liability) 262 (21) (47) 194 488 (9) (66) 413 Liabilities held for sale in FY2021 comprise £4m of unfunded pension plans and £1m deficit on defined benefit schemes within the Smiths Medical division. Where any individual scheme shows a recoverable surplus under IAS 19, this is disclosed on the balance sheet as a retirement benefit asset. The IAS 19 surplus of any one scheme is not available to fund the IAS 19 deficit of another scheme. The retirement benefit asset disclosed arises from the rights of the employers to recover the surplus at the end of the life of the scheme i.e. when the last beneficiary’s obligation has been met. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 131 ![]() Amounts recognised in the consolidated income statement Year ended 31 July 2022 £m Year ended 31 July 2021 £m Amounts charged tooperating profit Current service cost 2 2 Past service costs – benefit equalisations 43 6 Settlement loss 171 – Scheme administration costs 4 5 220 13 The operating cost is charged as follows: Headline administrative expenses 6 7 Non-headline settlement loss 171 – Non-headline administrative expenses 43 6 220 13 Amounts credited to finance costs Non-headline other finance income– retirement benefits (7) (6) Amounts recognised directly in the consolidated statement of comprehensive income Year ended 31 July 2022 £m Year ended 31 July 2021 £m Re-measurements of retirementdefined benefit assets and liabilities Difference between interest credit and return on assets (835) (57) Experience gains on scheme liabilities (31) 44 Actuarial gains arising from changes in demographic assumptions 1 10 Actuarial gains/(losses) arising from changes infinancial assumptions 868 16 Movement in surplus restriction (20) – (17) 13 Changes in present value of funded scheme assets 31 July 2022 – £m 31 July 2021 – £m UK schemes US schemes Other countries Total UK schemes US schemes Other countries Total At beginning ofperiod 4,104 27230 4,406 4,240 311 31 4,582 Interest on assets 708179 58 71 66 Actuarial movement on scheme assets (773) (62) – (835) (40) (17) – (57) Employer contributions 3–14 20 4125 Scheme administration costs (3) (1) – (4) (4) (1) – (5) Foreign exchangeratemovements –33–33 – (17) – (17) Assets transferred on business disposal –– (5)(5) –––– Assets distributed on settlements (180) –– (180) –––– Curtailment gains/(losses) – (9) – (9) –––– Benefits paid (154)(16) (5) (175) (170) (15) (3) (188) At endof period 3,067 225 22 3,314 4,104 272 30 4,406 Changes in present value of funded defined benefit obligations 31 July 2022 – £m 31 July 2021 – £m UK schemes US schemes Other countries Total UK schemes US schemes Other countries Total At beginning ofperiod (3,558) (273) (38) (3,869) (3,724)(314) (40) (4,078) Current service cost –––– –– (1)(1) Past service costs (43) –– (43) (6) –– (6) Interest on obligations (61) (8) (1) (70) (51) (7) (2) (60) Actuarial movement onliabilities 761 542 817 53 16 – 69 Foreign exchangeratemovements – (33) – (33) – 17 2 19 Liabilities transferred on business disposal ––55 –––– Curtailment gains/(losses) –6–6 –––– Liabilities extinguished on settlements 9––9 –––– Benefits paid 15416 5 175 170 15 3 188 At endof period (2,738) (238) (27) (3,003) (3,558) (273) (38) (3,869) NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 132 ![]() Changes in present value of unfunded defined benefit pensions and post-retirement healthcare plans Assets Obligations Year ended 31 July 2022 £m Year ended 31 July 2021 £m Year ended 31 July 2022 £m Year ended 31 July 2021 £m At beginning ofperiod – – (124) (132) Current service cost – – (1) (1) Interest on obligations – – (2) (1) Actuarial movement – – 21 2 Employer contributions 5 5 – – Foreign exchangeratemovements – – – 3 Liabilities transferred on business disposal – – 4 – Benefits paid (5) (5) 5 5 At endof period – – (97) (124) Changes in the effect of the asset ceiling over the year Year ended 31 July 2022 £m Year ended 31 July 2021 £m Irrecoverable asset at beginning ofperiod – – Actuarial movement on scheme assets (20) – At endof period (20) – Cash contributions Company contributions to the defined benefit pension plans and post-retirement healthcare plans totalled £9m (FY2021: £30m). This comprised regular contributions to funded schemes of £3m (FY2021: £12m) to SIPS, £nil (FY2021: £8m) to TIGPS, £nil (FY2021: £4m) to funded US schemes and contributions to other schemes of £1m (FY2021: £1m). In addition, £5m (FY2021: £5m) was spent on providing benefits under unfunded defined benefit pension and post-retirement healthcare plans. In FY2023, cash contributions to the Group’s schemes are expected to be up to £12m in total. #### 9 Employee share schemes The Group operates share schemes and plans for the benefit of employees. The nature of the principal schemes and plans, including general conditions, is set outbelow: #### Long-Term Incentive Plan (LTIP) The LTIP is a share plan under which an award over a capped number of shares will vest after the end of a three-year performance period if performance conditions are met. LTIP awards are made to selected senior executives, including the Executive Directors. LTIP performance conditions Each performance condition has a threshold below which no shares vest and a maximum performance target at or above which the award vests in full. For performance between ‘threshold’ and ‘maximum’, awards vest on a straight-line sliding scale. The performance conditions are assessed separately; so performance on one condition does not affect the vesting of the other elements of the award. To the extent that the performance targets are not met over the three-year performance period, awards lapse. There is no re-testing of the performance conditions. LTIP awards have performance conditions relating to organic revenue growth, growth in headline EPS, ROCE, free cash-flow and meeting ESG targets. #### Smiths Excellence Plan (SEP) The last Smiths Excellence plan (SEP) grant was issued in October 2019, vested on 31 July 2021 and exercised in October 2021. No further SEP awards have beenmade. #### Restricted stock Restricted stock is used by the Remuneration and People Committee, as a part of recruitment strategy, to make awards in recognition of incentive arrangements forfeited on leaving a previous employer. If an award is considered appropriate, the award will take account of relevant factors including the fair value of awards forfeited, any performance conditions attached, the likelihood of those conditions being met and the proportion of the vesting period remaining. #### Save as you earn (SAYE) The SAYE scheme is an HM Revenue & Customs approved all-employee savings-related share option scheme which is open to all UK employees. Participants enter into a contract to save a fixed amount per month of up to £500 in aggregate for three years and are granted an option over shares at a fixed option price, set at a discount to market price at the date of invitation to participate. The number of shares is determined by the monthly amount saved and the bonus paid on maturity of the savings contract. Options granted under the SAYE scheme are not subject to any performance conditions. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 133 ![]() Long-term incentive plans SEP Restricted stock Save as you earn scheme Total Weighted average exercise price Ordinary shares under option/award (’000) 31 July 2020 3,937 1,295 131 1,207 6,570 £1.89 Granted 2,143 358 11 139 2,651 £0.68 Exercised (346) (411) (60) (165) (982) £2.03 Lapsed (819) (391) (18) (96) (1,324) £0.75 31 July 2021 4,915 851 64 1,085 6,915 £1.63 Reclassification 348 (348) –––– Granted 2,255– 212167 2,634 £0.71 Exercised (224) (313) (163) (138) (838) £1.90 Lapsed (1,984) (190) (30) (229) (2,433) £0.97 31 July 2022 5,310 – 83 885 6,278 £1.45 Options and awards were exercised on an irregular basis during the period. The average closing share price over the financial year was 1,476.3p (FY2021: 1,508.6p). There has been no change to the effective option price of any of the outstanding options during the period. The number of exercisable share options at 31 July 2022 was nil (31 July 2021: nil). Range of exercise prices Total shares under options/awards at 31 July 2022 (’000) Weighted average remaining contractual life at 31 July 2022 (months) Total shares under options/awards at 31 July 2021 (’000) Weighted average remaining contractual life at 31 July 2021 (months) £0.00 – £2.00 5,393 19 5,830 15 £6.01– £10.00 490 18 655 30 £10.01 – £12.00 395 29 430 24 For the purposes of valuing options to arrive at the share-based payment charge, the binomial option pricing model has been used. The key assumptions used in the model were volatility of 25% to 20% (FY2021: 25% to 20%) and dividend yield of 2.6% (FY2021: 2.8%), based on historical data, for the period corresponding with the vesting period of the option. These generated a weighted average fair value for LTIP of £14.81 (FY2021: £14.10), and restricted stock of £14.59 (FY2021: £14.63). Staff costs included £15m (FY2021: £14m) for share-based payments, of which £14m (FY2021: £13m) related to equity-settled share-based payments. #### 10 Intangible assets Goodwill £m Development costs £m Acquired intangibles (see table below) £m Software, patents and intellectual property £m Total £m Cost At 31 July 2020 1,254 155 546 174 2,129 Foreign exchangeratemovements (68) (7) (30) (6) (111) Business combinations 21 – 46 – 67 Additions –8– 10 18 Disposals ––– (1)(1) At 31 July 2021 1,207 156 562 177 2,102 Foreign exchangeratemovements 104 6 68 10 188 Additions – 12 –6 18 At 31 July 2022 1,311 174 630 193 2,308 Amortisation and impairments At 31 July 2020 62 112 249 142 565 Foreign exchangeratemovements (3) (5) (15) (4) (27) Amortisation charge forthe year –7 53 7 67 Disposals ––– (1)(1) At 31 July 2021 59 114 287 144 604 Foreign exchangeratemovements 46 35 6 51 Amortisation charge forthe year –3 51 7 61 Impairment charge for the year 4–––4 At 31 July 2022 67 123 373 157 720 Net book value at 31 July 2022 1,244 51 257 36 1,588 Net book value at 31 July 2021 1,148 42 275 33 1,498 Net book value at 31 July 2020 1,192 43 297 32 1,564 NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 134 ![]() In addition to goodwill, acquired intangible assets comprise: Patents, licences and trademarks £m Technology £m Customer relationships £m Total acquired intangibles £m Cost At 31 July 2020 15 139 392 546 Foreign exchangeratemovements (1) (7) (22) (30) Business combinations 32 41 46 At 31 July 2021 17 134 411 562 Foreign exchangeratemovements 2 18 48 68 At 31 July 2022 19 152 459 630 Amortisation At 31 July 2020 4 60 185 249 Foreign exchangeratemovements – (3) (12)(15) Charge for the year 1 10 42 53 At 31 July 2021 5 67 215 287 Foreign exchangeratemovements 1 10 24 35 Charge for the year 2 10 39 51 At 31 July 2022 8 87 278 373 Net book value at 31 July 2022 11 65 181 257 Net book value at 31 July 2021 12 67 196 275 Net book value at 31 July 2020 11 79 207 297 Individually material intangible assets comprise £71m of customer related intangibles attributable to United Flexible (remaining amortisation period: 4 years), £61m of customer relationship intangibles attributable to Morpho Detection (remaining amortisation period: 6 years), £35m of customer-related intangibles attributable to Royal Metal (remaining amortisation period: 6 years), and £19m of development cost intangibles attributable to a computed tomography programme in Detection that is currently under development. The charge associated with the amortisation of intangible assets is included in operating costs on the consolidated income statement. #### 11 Impairment testing #### Goodwill Goodwill is tested for impairment at least annually or whenever there is an indication that the carrying value may not be recoverable. Further details of the impairment review process and judgements are included in the 'Sources of estimation uncertainty' section of the 'Basis of preparation' for the consolidated financialstatements. For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash-flows, known as cash generating units (CGUs), taking into consideration the commonality of reporting, policies, leadership and intra-divisional trading relationships. Goodwill acquired through business combinations is allocated to groups of CGUs at a divisional (or operating segment) level, being the lowest level at which management monitors performance separately. The carrying value of goodwill at 31 July is allocated by division as follows: 2022 £m 2022 Number of CGUs 2021 £m 2021 Number of CGUs John Crane 132 1 129 1 Smiths Detection\* 644 2 610 1 Flex-Tek 194 1 169 1 Smiths Interconnect 274 1 240 1 Smiths Medical –– –1 1,244 5 1,148 5 \*In FY2022 the Smiths Detection CGU has been restructured and the Detection Russia business split into a separate CGU, see the ‘Russia impairment charges and related closure costs’ section below for further details Critical estimates used in impairment testing The recoverable amount for impairment testing is determined from the higher of fair value less costs of disposal and value in use of the CGU. In assessing value in use, the estimated future cash-flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money, from which pre-tax discount rates are determined. Fair value less costs of disposal is calculated using available information on past and expected future profitability, valuation multiples for comparable quoted companies and similar transactions (adjusted as required for significant differences) and information on costs of similar transactions. Fair value less costs to sell models are used when trading projections in the strategic plan cannot be adjusted to eliminate the impact of a major restructuring. The value in use of CGUs is calculated as the net present value of the projected risk-adjusted cash-flows of each CGU. These cash-flow forecasts are based on the FY2023 business plan (as approved by the Board) and the five-year detailed divisional strategic projections which have been prepared by divisional management and approved by the Chief Financial Officer. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 135 ![]() The key assumptions used in determining the value in use were: – Revenue: Projected sales were built up with reference to markets and product categories. They incorporated past performance, historical growth rates and projections of developments in key markets; – Average earnings before interest and tax margin: Projected margins reflect historical performance, our expectations for future cost inflation and the impact of all completed projects to improve operational efficiency and leverage scale. The projections did not include the impact of future restructuring projects to which the Group was not yet committed; – Projected capital expenditure: The cash-flow forecasts for capital expenditure were based on past experience and included committed ongoing capital expenditure consistent with the FY2023 budget and the divisional strategic projections. The forecast did not include any future capital expenditure that improved/enhanced the operation/asset in excess of its current standard of performance; – Discount rate: The discount rates have been calculated based on the Group’s weighted average cost of capital and risks specific to the CGU being tested. In determining the risk adjusted discount rate, management considered the systematic risk to each of the Group’s CGUs and applied an average of discount rates used by other companies for the industries in which Smiths divisions operate. Pre-tax rates of 11.3% to 12.3% (FY2021: 9.9% to 13.2%) have been used for the impairment testing; and – Long-term growth rates: For the purposes of the Group’s value in use calculations, a long-term growth rate into perpetuity was applied immediately at the end of the five-year forecast period. Growth rates for the period after the detailed forecasts were based on the long-term GDP projections of the primary market for each CGU. The average growth rate used in the testing was 2.0% (FY2021: 2.1%). These rates did not reflect the long-term assumptions used by the Group for investment planning. The assumptions used in the impairment testing of CGUs with significant goodwill balances were as follows: As at 31 May 2022 John Crane Smiths Detection Flex-Tek Smiths Interconnect Netbook valueofgoodwill (£m) 132 640 187 266 Basis of valuation Value in useValue in useValue in useValue in use Discount rate – pre-tax 12.3% 11.3%11.7%11.5% – post-tax 9.1% 8.7% 9.2%9.3% Period covered by management projections 5 years5 years5 years5 years Revenue – compound annualgrowth rate over projection period 5.3% 3.8%3.8%6.0% Average earnings before interest and tax margin 24.9% 14.1% 19.7% 17.8% Long-term growth rates 1.9% 2.4% 1.7% 2.1% As at 31 July 2021 John Crane Smiths Detection Flex-Tek Smiths Interconnect Smiths Medical Netbook valueofgoodwill (£m) 129 610 169 240 535 Basis of valuation Value in useValue in useValue in useValue in useValue in use Discount rate – pre-tax 13.2% 10.3% 11.4%11.1% 9.9% – post-tax 9.5% 8.2% 9.1% 9.0% 8.0% Period covered by management projections 5 years5 years5 years5 years5 years Revenue – compound annualgrowth rate over projection period 6.4% 2.8% 5.0% 5.9%5.9% Average earnings before interest and tax margin 25.4% 13.4% 20.0% 19.0% 18.8% Long-term growth rates 2.1% 1.8%1.9% 2.4% 2.2% Forecast earnings before interest and tax have been projected using: – expected future sales based on the strategic plan, which was constructed at a market level with input from key account managers, product line managers, business development and sales teams. An assessment of the market and existing contracts/programmes was made to produce the sales forecast; and – current cost structure and production capacity, which include our expectations for future cost inflation. The projections did not include the impact of future restructuring projects to which the Group was not yet committed. Sensitivity analysis With the exception of the Smiths Detection CGU, the recoverable amount of all CGUs exceeded their carrying value, on the basis of the assumptions set out in the table above and any reasonably possible changes thereof. The estimated recoverable amount of the Smiths Detection CGU exceeded the carrying value by £110m. Any decline in estimated value in use in excess of this amount would result in the recognition of impairment charges. If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to impairment losses being recognised for the year ended 31 July 2022: Change required for carrying value to equal recoverable amount – FY2022 SmithsDetection Revenue – compound annualgrowth rate (CAGR) over 5-year projection period -240 bps decrease Average earnings before interest and tax margin -130 bps decrease Post-tax discount rate +70 bps increase Note:Long-term growth rates are not included in the sensitivity table above as management consider that there is no reasonably possible change in long-term growth rate that would result in an impairment. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 136 ![]() Change required for carrying value to equal recoverable amount – FY2021 SmithsDetection Revenue – compound annualgrowth rate (CAGR) over 5-year projection period -560 bps decrease Post-tax discount rate +220 bps increase #### Property, plant and equipment, right of use assets and finite-life intangible assets At each reporting period date, the Group reviews the carrying amounts of its property, plant, equipment, right of use assets and finite-life intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. The Group has no indefinite life intangible assets other than goodwill. During the year, impairment tests were carried out for capitalised development costs that have not yet started to be amortised and acquired intangibles where there were indications of impairment. Value in use calculations were used to determine the recoverable values of these assets. In the current year the Group has recognised £17m of impairment charges against its Russia related net balance sheet exposure (FY2021: £nil), see below. #### Russia impairment charges and related closure costs As announced in March 2022, in the current year the Group suspended sales into Russia. Following this decision the Smiths Detection reporting structure has been restructured and the Detection Russia business split into a separate CGU, £4m of the Detection CGU has been apportioned to the Detection Russia CGU and fully impaired. Management has assessed all Group operations for their exposure to Russia and the value of these Russia related net assets has been fully impaired in FY2022. The Group has recognised £19m of Russia related impairment charges and closure costs through non-headline operating expenses in FY2022 (see note 3), which are analysed as follows: John Crane £m Smiths Detection £m Total £m Goodwill –44 Working capital balances 94 13 Net impairment charge 98 17 Related closurecosts –22 Russian impairment and related closure costs 9 10 19 #### 12 Property, plant and equipment Land and buildings £m Plant and machinery £m Fixtures, fittings, tools and equipment £m Total £m Cost or valuation At 31 July 2020 175 383 133 691 Foreign exchangeratemovements (6) (21) (6) (33) Business combinations –2–2 Additions 6 38 – 44 Disposals (3) (14) (5) (22) At 31 July 2021 172 388 122 682 Foreign exchangeratemovements 14 37 6 57 Additions 4 42 6 52 Disposals (14) (10) (5) (29) At 31 July 2022 176 457 129 762 Depreciation At 31 July 2020 102 261 110 473 Foreign exchangeratemovements (3) (15) (6) (24) Charge for the year 10 26 4 40 Disposals (3) (12) (4) (19) At 31 July 2021 106 260 104 470 Foreign exchangeratemovements 9255 39 Charge for the year 7 24 7 38 Disposals (14) (10) (4) (28) At 31 July 2022 108 299 112 519 Net book value at 31 July 2022 68 158 17 243 Net book value at 31 July 2021 66 128 18 212 Net book value at 31 July 2020 73 122 23 218 NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 137 ![]() #### 13 Right of use assets Properties £m Vehicles £m Equipment £m Total £m Cost or valuation At 31 July 2020 110 14 1 125 Foreign exchangeratemovements (5) (1) – (6) Business combinations 91– 10 Recognition of right of use asset 44 3– 47 Derecognition of right of use asset (12) –– (12) At 31 July 2021 146 17 1 164 Foreign exchangeratemovements 12 1– 13 Recognition of right of use asset 18 4– 22 Derecognition of right of use asset (2) (1) – (3) At 31 July 2022 174 21 1 196 Depreciation At 31 July 2020 26 5– 31 Foreign exchangeratemovements (2) –– (2) Charge for the year 27 5– 32 Derecognition of right of use asset (5) –– (5) At 31 July 2021 46 10 – 56 Foreign exchangeratemovements 51–6 Charge for the year 255– 30 Derecognition of right of use asset (1)(1) – (2) At 31 July 2022 75 15 – 90 Net book value at 31 July 2022 99 61 106 Net book value at 31 July 2021 100 71 108 Net book value at 31 July 2020 84 91 94 #### 14 Financial assets – other investments Investment in ICU Medical, Inc equity £m Deferred contingent consideration £m Investments in early stage businesses £m Cash collateral deposit £m Total £m Cost or valuation At 31 July 2020 ––8 11 19 Disposals ––– (7)(7) Fair value change through Other Comprehensive Income –– (1) – (1) At 31 July 2021 ––74 11 Foreign exchangeratemovements ––1–1 Additions 426 30 4– 460 Disposal –– (4) – (4) Fair value change through Profit and Loss – (11) 1– (10) Fair value change through Other Comprehensive Income (62) – (1) – (63) At 31 July 2022 364 19 84 395 Following the sale of Smiths Medical the Group has recognised a financial asset for its investment in 10% of the equity in ICU Medical, Inc (ICU) and a financial asset for the fair value of $100m additional sales consideration that is contingent on the future share price performance of ICU. The Group's investments in early stage businesses are in businesses that are developing or commercialising related technology. Cash collateral deposits represent amounts held on deposit with banks as security for liabilities or letters of credit. #### 15 Inventories 31 July 2022 £m 31 July 2021 £m Raw materials and consumables 187 117 Work in progress 106 81 Finished goods 277 183 Total inventories 570 381 In FY2022, operating costs for continuing operations included £1,323m (FY2021: £1,233m) of inventory consumed, £12m (FY2021: £8m) was charged for the write-down of inventory and £12m (FY2021: £4m) was released from provisions no longer required. Discontinued operations consumed £95m (FY2021: £218m) of inventory, £nil (FY2021: £4m) was charged for the write-down of inventory and £nil (FY2021: £1m) was released from provisions no longer required. Further details of discontinued operations are disclosed in note 27. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 138 ![]() #### Inventory provisioning 31 July 2022 £m 31 July 2021 £m Gross inventory carried at full value 492 324 Gross value of inventory partly or fully provided for 131 104 623 428 Inventory provision (53) (47) Inventory after provisions 570 381 #### 16 Trade and other receivables 31 July 2022 £m 31 July 2021 £m Non-current Trade receivables 1 – Contract assets 58 49 Other receivables 10 10 69 59 Current Trade receivables 506 431 Prepayments 33 26 Contract assets 127 131 Other receivables 72 42 738 630 Trade receivables do not carry interest. Management considers that the carrying value of trade and other receivables approximates to the fair value. Trade and other receivables, including prepayments, accrued income and other receivables qualifying as financial instruments are accounted for at amortised cost. The maximum credit exposure arising from these financial assets was £726m (FY2021: £629m). Contract assets comprise unbilled balances not yet due on contracts, where revenue recognition does not align with the agreed payment schedule. The main movements in the year arose from increases in contract asset balances of £19m (FY2021: £18m) principally within Smiths Detection, offset by £15m of foreign currency translation losses (FY2021: £6m loss). A number of Flex-Tek’s and Interconnect's customers provide supplier finance schemes which allow their suppliers to sell trade receivables, without recourse, to banks. This is commonly known as invoice discounting or factoring. During FY2022 the Group collected £92m of receivables through these schemes (FY2021: £90m). The impact of invoice discounting on the FY2022 balance sheet was that trade receivables were reduced by £19m (2021: £14m). The cash received via these schemes was classified as an operating cash inflow as it had arisen from operating activities. Trade receivables are disclosed net of provisions for expected credit loss, with historical write-offs used as a basis and a default risk multiplier applied to reflect country risk premium. Credit risk is managed separately for each customer and, where appropriate, a credit limit is set for the customer based on previous experience of the customer and third-party credit ratings. The Group has no significant concentration of credit risk, with exposure spread over a large number of customers. The largest single customer was the US Federal Government, representing 7% (FY2021: 7%) of Group revenue. #### Ageing of trade receivables 31 July 2022 £m 31 July 2021 £m Trade receivables which are not yet due 396 338 Trade receivables which are between 1-30 days overdue 51 45 Trade receivables which are between 31-60 days overdue 24 15 Trade receivables which are between 61-90 days overdue 11 8 Trade receivables which are between 91-120 days overdue 7 5 Trade receivables which are more than 120 days overdue 54 52 543 463 Expected credit loss allowance provision (36) (32) Trade receivables 507 431 Movement in expected credit loss allowance 31 July 2022 £m 31 July 2021 £m Brought forward loss allowance at the start of the period 32 35 Exchange adjustments 4 (2) Increase in allowance recognised in the income statement 8 6 Amounts written off or recovered during the year (8) (7) Carried forward loss allowance at the end of the year 36 32 NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 139 ![]() #### 17 Trade and other payables 31 July 2022 £m 31 July 2021 £m Non-current Other payables 13 13 Contract liabilities 33 46 46 59 Current Trade payables 282 188 Other payables 57 39 Other taxation and social security costs 30 28 Accruals 183 188 Contract liabilities 130 87 682 530 Trade and other payables, including accrued expenses and other payables qualifying as financial instruments, are accounted for at amortised cost and are categorised as Trade and other financial payables in note 21. Contract liabilities comprise deferred income balances of £163m (FY2021: £133m) in respect of payments being made in advance of revenue recognition. The movement in the year arises primarily from the long-term contracts of the Smiths Detection division where invoicing under milestones precedes the delivery of the programme performance obligations. Revenue recognised in the year includes £113m (FY2021: £94m) that was included in the opening contract liabilities balance. This revenue primarily relates to the delivery of performance obligations in the Smiths Detection business. #### 18 Borrowings and net debt This note sets out the calculation of net debt, an important measure in explaining our financing position. Net debt includes accrued interest and fair value adjustments relating to hedge accounting. 31 July 2022 £m 31 July 2021 £m Cash and cash equivalents Net cash and deposits 1,056 405 Short-termborrowings €600m 1.25% Eurobond 2023 (502) – Overdrafts (1) – Lease liabilities (29) (27) Interest accrual (6) (9) (538) (36) Long-term borrowings $400m 3.625% US$ Guaranteed notes 2022 – (289) €600m 1.25% Eurobond 2023 – (516) €650m 2.00% Eurobond 2027 (538) (567) Lease liabilities (90) (94) (628) (1,466) Borrowings / Grossdebt (1,166) (1,502) Derivatives managing interest rate risk and currency profile of the debt (40) 75 Net cash/(debt) (31 July 2021 comparative excludes £4m of net cash in businesses held for sale) (150) (1,022) #### Cash and cash equivalents 31 July 2022 £m 31 July 2021 £m Cash at bank and in hand 242 219 Short-term deposits 814 186 Cash and cash equivalents 1,056 405 Cash and cash equivalents include highly liquid investments with maturities of three months or less. Borrowings are accounted for at amortised cost and are categorised as other financial liabilities. See note 18 for a maturity analysis of borrowings. Interest of £30m (FY2021: £30m) was charged to the consolidated income statement in the period in respect of public bonds. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 140 ![]() #### Analysis of financial derivatives on balance sheet Non-current assets £m Current assets £m Current liabilities £m Non-current liabilities £m Net balance £m Derivatives managing interest rate risk and currency profile of the debt ––(20)(20)(40) Foreign exchangeforward contracts –4 (7) – (3) At 31 July 2022 –4 (27) (20) (43) Derivatives managing interest rate risk and currency profile of the debt 75 ––– 75 Foreign exchangeforward contracts –2 (3) – (1) At 31 July 2021 752 (3) – 74 #### Movements in assets/(liabilities) arising from financing activities Changes innet debt Changes in other financing items:FX contracts £m Cash and cash equivalents £m Other short-term borrowings £m Long-term borrowings £m Interest rate & cross- currency swaps £m Net debt £m Total liabilities from financing activities £m At 31 July 2020 366 (41) (1,520) 82 (1,113) (2) (1,115) Foreign exchangegains/(losses) (24) 279 – 57 (3,200) (3,143) Net cash inflow from continuing operations \* 6333 –– 96 3,200 3,296 Lease liabilities acquired – (1) (10) – (11) – (11) Net movement from lease modifications – (46) –– (46) – (46) Fair value movement from interest rate hedging –– 8 – 8 – 8 Revaluation of derivative contracts ––– (7)(7) 3 (4) Interest expense taken to income statement\*\* – (4) (31) – (35) – (35) Interest paid –– 29 – 29 – 29 Reclassification to short-term borrowings – 21 (21) ––– – At 31 July 2021 405 (36) (1,466) 75 (1,022) 1 (1,021) Foreign exchangegains/(losses) 62 (3) 4– 63 (6,799)(6,736) Net cash inflow from continuing operations \* 589 34 295 – 918 6,799 7,717 Net movement from lease modifications – (22) –– (22) – (22) Fair value movement from interest rate hedging –2 27 – 29 – 29 Revaluation of derivative contracts ––– (115)(115) (4) (119) Interest expense taken to income statement\*\* – (35) –– (35) – (35) Interest paid –– 34 – 34 – 34 Reclassification to short-term borrowings – (478)478 –––– At 31 July 2022 1,056 (538) (628) (40) (150) (3) (153) \*In FY21, the net cash inflow for the total Group including discontinued operations was £91m. £63m from continuing operations and £28m from discontinued operations. In FY22, the net cash inflow for the total Group including discontinued operations was £589m, £57m of which related to the cash held by the Smiths Medical at the time of disposal. \*\* The Group has also incurred £8m (FY2021: £9m) of bank charges that were expensed when paid and were not included in net debt. #### Cash pooling Cash and overdraft balances in interest compensation cash pooling systems are reported gross on the balance sheet. The cash pooling agreements incorporate a legally enforceable right of net settlement. However, as there is no intention to settle the balances net, these arrangements do not qualify for net presentation. At 31 July 2022 the total value of overdrafts on accounts in interest compensation cash pooling systems was £nil (FY2021: £nil). The balances held in zero balancing cash pooling arrangements have daily settlement of balances. Therefore netting is not relevant. #### Secured loans Loans amounting to £nil (FY2021: £nil) were secured on plant and equipment with a book value of £nil (FY2021: £nil). #### Change of control The Company has in place credit facility agreements under which a change in control would trigger prepayment clauses. The Company also has bonds in issue, the terms of which would allow bondholders to exercise put options and require the Company to buy back the bonds at their principal amount plus interest if a rating downgrade occurs at the same time as a change of control takes effect. #### Lease liabilities Lease liabilities have been measured at the present value of the remaining lease payments. The weighted average incremental borrowing rate applied to lease liabilities in FY2022 was 3.63% (FY2021: 3.3%). NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 141 ![]() #### 19 Financial risk management The Group’s international operations and debt financing expose it to financial risks which include the effects of changes in foreign exchange rates, debt market prices, interest rates, credit risks and liquidity risks. The management of operational credit risk is discussed in note 16. #### Treasury Risk Management Policy The Board maintains a Treasury Risk Management Policy, which governs the treasury operations of the Group and its subsidiary companies and the consolidated financial risk profile to be maintained. A report on treasury activities, financial metrics and compliance with the Policy is circulated to the Chief Financial Officer each month and key elements to the Audit and Risk Committee on a semi-annual basis. The Policy maintains a treasury control framework within which counterparty risk, financing and debt strategy, cash and liquidity, interest rate risk and currency translation management are reserved for Group Treasury, while currency transaction management is devolved to operating divisions. Centrally directed cash management systems exist globally to manage overall liquid resources efficiently across the divisions. The Group uses financial instruments to raise financing for its global operations, to manage related interest rate and currency financial risk, and to hedge transaction risk within subsidiary companies. The Group does not speculate in financial instruments. All financial instruments hedge existing business exposures and all are recognised on the balance sheet. The Policy defines four treasury risk components and for each component a set of financial metrics to be measured and reported monthly againstpre-agreed objectives. 1) Credit quality The Group’s strategy is to maintain a solid investment-grade rating to ensure access to the widest possible sources of financing at the right time and to optimise the resulting cost of debt capital. The credit ratings at the end of July 2022 were BBB+ / Baa2 (both stable) from Standard & Poor’s and Moody’s respectively. An essential element of an investment-grade rating is consistent and robust cash-flow metrics. The Group’s objective is to maintain a net debt/headline EBITDA ratio of two times or lower over the medium term. Capital management is discussed in more detail in note 26. 2) Debt and interest rate The Group’s risk management objectives are to ensure that the majority of funding is drawn from the public debt markets with the average maturity profile of gross debt to be at or greater than three years, and between 40-60% of gross debt is at fixed rates. At 31 July 2022 these measures were 100% (FY2021: 100%), 2.7 years (FY2021: 3.2 years) and 50% (FY2021: 54%). The average maturity profile of gross debt is below the target of three years because the net cash resources of £1,055m are sufficient to cover the short-term borrowings of £538m. The Group remains in full compliance with all covenants within its external debt agreements. Interest rate risk management is discussed in note 19(b). 3) Liquidity management The Group’s objective is to ensure that at any time undrawn committed facilities, net of short-term overdraft financing, are at least £300m and that committed facilities have at least 12 months to run until maturity. At 31 July 2022, these measures were £657m (FY2021: £575m) and 27 months (FY2021: 39 months). At 31 July 2022, net cash resources were £1,055m (FY2021: £405m). Liquidity risk management is discussed in note 19(d). 4) Currency management The Group is an international business with the majority of its net assets denominated in foreign currency. It protects the balance sheet and reserves from adverse foreign exchange movements by financing foreign currency assets where appropriate in the same currency. The Group’s objective for managing transaction currency exposure is to reduce medium-term volatility to cash-flow, margins and earnings. Foreign exchange risk management is discussed in note 18(a) below. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 142 ![]() #### (a) Foreign exchange risk Transactional currency exposure The Group is exposed to foreign currency risks arising from sales or purchases by businesses in currencies other than their functional currency. It is Group policy that, when the net foreign exchange exposure to known future sales and purchases is material, this exposure is hedged using forward foreign exchange contracts. The net exposure is calculated by adjusting the expected cash-flow for payments or receipts in the same currency linked to the sale or purchase. This policy minimises the risk that the profits generated from the transaction will be affected by foreign exchange movements which occur after the price has been determined. Hedge accounting documentation and effectiveness testing are only undertaken if it is cost effective. The following table shows the currency of financial instruments. It excludes loans and derivatives designated as net investment hedges. At 31 July 2022 Sterling £m US$ £m Euro £m Other £m Total £m Financial assets and liabilities Financial instruments included in trade and other receivables 41 423 114 169 747 Financial instruments included in trade and other payables (52) (239)(98) (101) (490) Cash and cash equivalents 355506 74 120 1,055 Borrowings not designated as net investment hedges (28)(58) (14) (19) (119) 316 632 76 169 1,193 Exclude balances held in operations with the same functional currency. (322) (149) (80) (142) (693) Exposure arising from intra-Group loans – (419) (27) (89) (535) Future forward foreign exchange contract cash-flows (42) (40) (38) 120 – (48) 24 (69) 58 (35) At 31 July 2021 Sterling £m US$ £m Euro £m Other £m Total £m Financial assets and liabilities Financial instruments included in trade and other receivables 28 326 113 177 644 Financial instruments included in trade and other payables (49) (167) (79) (64) (359) Cash and cash equivalents 46 187 80 92405 Borrowings not designated as net investment hedges (31) (55) (12) (21) (119) (6) 291 102 184 571 Exclude balances held in operations with the same functional currency 7 (110) (80) (183) (366) Exposure arising from intra-Group loans – (182) (19) (75) (276) Future forward foreign exchange contract cash-flows (51) (67) 22 96 – (50) (68) 25 22 (71) Financial instruments included in trade and other receivables comprise trade receivables, accrued income and other receivables which qualify as financial instruments. Similarly, financial instruments included in trade and other payables comprise trade payables, accrued expenses and other payables that qualify as financial instruments. Based on the assets and liabilities held at the year-end, if the specified currencies were to strengthen 10% while all other market rates remained constant, the change in the fair value of financial instruments not designated as net investment hedges would have the following effect: Impact on profit for the year FY2022 £m Gain/(loss) recognised in reserves FY2022 £m Impact on profit for the year FY2021 £m Gain/(loss) recognisedin reserves FY2021 £m US dollar (3) 1 32 Euro 8 (1) 2 (5) Sterling 4– (1) 2 These sensitivities were calculated before adjusting for tax and exclude the effect of quasi-equity intra-Group loans. Cash-flow hedging The Group uses forward foreign exchange contracts to hedge future foreign currency sales and purchases. At 31 July 2022, contracts with a nominal value of £141m (FY2021: £107m) were designated as hedging instruments. In addition, the Group had outstanding foreign currency contracts with a nominal value of £226m (FY2021: £251m) which were being used to manage transactional foreign exchange exposures, but were not accounted for as cash-flow hedges. The fair value of the contracts is disclosed in note 20. The majority of hedged transactions will be recognised in the consolidated income statement in the same period that the cash-flows are expected to occur, with the only differences arising because of normal commercial credit terms on sales and purchases. It is the Group’s policy to hedge 80% of certain exposures for the next two years and 50% of highly probable exposures for the next 12 months. Hedge effectiveness is determined at the inception ofthe hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The foreign exchange forward contracts have similar critical terms to the hedged items, such as the notional amounts and maturities. Therefore, there is an economic relationship and the hedge ratio is established as 1:1. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 143 ![]() The main sources of hedge ineffectiveness in these hedging relationships are the effect of the Group's and the counterparty credit risks on the fair value of the foreign exchange forward contracts, which is not reflected in the fair value of the hedged item and the risk of over-hedging where the hedge relationship requires re-balancing. No other sources of ineffectiveness emerged from these hedging relationships. Any hedge ineffectiveness is recognised immediately in the income statement in the period that it occurs. Of the foreign exchange contracts designated as hedging instruments, 98% are for periods of 12 months or less (FY2021: 89%). The following table presents a reconciliation by risk category of the cash-flow hedge reserve and analysis of other comprehensive income in relation to hedge accounting: Year ended 31 July 2022 £m Year ended 31 July 2021 £m Brought forward cash-flow hedge reserve at start of year 2 – Foreign exchangeforward contracts: Net fair value gains on effective hedges (6) 1 Amount reclassified to income statement – cost of sales – 1 Amount reclassified to income statement – finance costs 1 – Carried forward cash-flow hedge reserve at endof year (3) 2 The following tables set out information regarding the change in value of the hedged item used in calculating hedge ineffectiveness as well as the impacts on the cash-flow hedge reserve: Hedged itemHedged exposure Hedging instrument Financial year Changes in value of the hedged itemfor calculating ineffectiveness £m Changes in value of the hedging instrument for calculating ineffectiveness £m Cash-flow hedge reserve £m Sales and purchases Foreign currency risk Foreign exchange contracts FY2022 (6) 6 (6) FY2021 1 (1) 1 Cash-flow hedges generated £nil of ineffectiveness in FY2022 (FY2021: £nil) which was recognised in the income statement through finance costs. Translational currency exposure The Group has significant investments in overseas operations, particularly in the US and Europe. As a result, the sterling value of the Group’s balance sheet can be significantly affected by movements in exchange rates. The Group seeks to mitigate the effect of these translational currency exposures by matching the net investment in overseas operations with borrowings denominated in their functional currencies, except where significant adverse interest differentials or other factors would render the cost of such hedging activity uneconomic. This is achieved by borrowing primarily in the relevant currency or in some cases indirectly using cross-currency swaps. Net investment hedges The table below sets out the currency of loans and swap contracts designated as net investment hedges: At 31 July 2022 At 31 July 2021 US$ £m Euro £m Total £m US$ £m Euro £m Total £m Loans designatedas netinvestment hedges – (451)(451) (285) (459) (744) Cross-currency swap (615) – (615) (539) – (539) (615) (451) (1,066) (824) (459) (1,283) At 31 July 2022, cross-currency swaps hedged the Group’s exposure to US dollars and euros (31 July 2021: US dollars and euros). All the cross-currency swaps designated as net investment hedges were current and non-current (FY2021: non-current). Swaps generating £354m of the US dollar exposure (FY2021: £310m) will mature in April 2023 and swaps generating £261m of the US dollar exposure (FY2021: £229m) will mature in February 2027. In addition, non-swapped borrowings were also used to hedge the Group’s exposure to US dollars and euros (31 July 2021 US dollars and euros). Borrowings generating £285m of the US dollar exposure (FY2021: £285m) have been prepaid in February 2022. Borrowings generating £500m of the euro exposure (FY2021: £508m) will mature in April 2023 and borrowings generating £287m of the euro exposure (FY2021: £292m) will mature in February 2027. Hedge effectiveness is determined at the inception ofthe hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The swaps and borrowings have the same notional amount as the hedged items and, therefore, there is an economic relationship with the hedge ratio established as 1:1. The main sources of hedge ineffectiveness in these hedging relationships is the effect of the counterparty and the Group’s own credit risk on the fair value of the foreign exchange forward contracts which is not reflected in the fair value of the hedged item and the risk of over-hedging where the hedge relationship requires re-balancing. No other sources of ineffectiveness emerged from these hedging relationships. Any hedge ineffectiveness is recognised immediately in the income statement in the period that it occurs. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 144 ![]() The following table presents a reconciliation by risk category of the net investment hedge reserve and analysis of other comprehensive income in relation to hedge accounting: Year ended 31 July 2022 £m Year ended 31 July 2021 £m Brought forward net investment hedge reserve at start of year (238) (314) Cross-currency swaps Net fair value gains on effective hedges (82) 14 Bonds Net fair value gains on effective hedges 5 62 Amounts removed from the hedge reserve and recognised in the income statement Profit/(loss) on business disposal 103 – Carried forward net investment hedge reserve atend of year (212) (238) The following table sets out information regarding the change in value of the hedged item used in calculating hedge ineffectiveness as well as the impacts on the net investment hedge reserve as at 31 July 2022 and 31 July 2021: Hedged itemHedged exposure Hedging instrument Financial year Changes in value of the hedged itemfor calculating ineffectiveness £m Changes in value of the hedging instrument for calculating ineffectiveness £m Net investment hedge reserve £m Overseas operation Foreign currency risk Cross-currency swaps FY2022 82 (82)(82) Bonds FY2022 (5) 55 77 (77)(77) Overseas operation Foreign currency risk Cross-currency swaps FY2021 (14) 17 14 Bonds FY2021 (62)6262 (76) 79 76 Net investment hedges generated £1m of ineffectiveness in FY2022 (FY2021: £3m) which was recognised in the income statement through finance costs. The fair values of these net investment hedges are subject to exchange rate movements. Based on the hedging instruments in place at the year-end, if the specified currencies were to strengthen 10% while all other market rates remained constant, it would have the following effect: Loss recognised in hedge reserve 31 July 2022 £m Loss recognised in hedge reserve 31 July 2021 £m US dollar 68 92 Euro 50 51 These movements would be fully offset by an opposite movement on the retranslation of the net assets of the overseas subsidiaries. These sensitivities were calculated before adjusting for tax. #### (b) Interest rate risk The Group operates an interest rate policy designed to optimise interest cost and reduce volatility in reported earnings. The Group’s current policy is to require interest rates to be fixed within a band of between 40% and 60 % of the level of gross debt. This is achieved through fixed rate borrowings and interest rate swaps. At 31 July 2022, 50% (FY2021: 54%) of the Group’s gross borrowings were at fixed interest rates, after adjusting for interest rate swaps and the impact of short maturity derivatives designated as net investment hedges. The Group monitors its fixed rate risk profile against both gross and net debt. For medium-term planning, it focuses on gross debt to eliminate the fluctuations of variable cash levels over the cycle. The weighted average interest rate on borrowings and cross-currency swaps at 31 July 2022, after interest rate swaps, was 3.06% (FY2021: 2.06%). NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 145 ![]() Interest rate profile of financial assets and liabilities and the fair value of borrowings The following table shows the interest rate risk exposure of investments, cash and borrowings, with the borrowings adjusted for the impact of interest rate hedging. Other financial assets and liabilities do not earn or bear interest, and for all financial instruments except borrowings, the carrying value is not materially different from their fair value. As at 31 July 2022 As at 31 July 2021 At fair value through profit orloss £m Cash and cash equivalents £m Borrowings £m Fair value of borrowings £m At fair value through profit or loss £m Cash and cash equivalents £m Borrowings £m Fair value of borrowings £m Fixed interest Less than one year –– (203)(203) – – (36)(36) Between one and five years –– (357) (359) – – (418) (434) Greater than five years –– (24)(24) – – (321) (353) Total fixedinterest financial liabilities –– (584) (586) ––(775) (823) Floating rate interest financial assets/(liabilities)\* 390 970 (582) (586) 4 333 (727) (736) Total interest-bearing financial assets/(liabilities) 390970 (1,166)(1,172) 4 333 (1,502)(1,559) Non-interest-bearing assets in the same category 4 86 –– 7 72 –– Total 394 1,056 (1,166)(1,172) 11 405 (1,502)(1,559) \*Fair value gains and losses in this category of assets are recognised in other comprehensive income. Interest rate hedging The Group also has exposures to the fair values of non-derivative financial instruments such as EUR and USD fixed rate borrowings. To manage the risk of changes in these fair values, the Group has entered into fixed-to-floating interest rate swaps and cross-currency interest rate swaps which for accounting purposes are designated as fair value hedges. At 31 July 2022 and 31 July 2021, the Group had designated the following hedges against variability in the fair value of borrowings arising from fluctuations in base rates: – €400m of the fixed/floating element of the EUR/USD interest rate swaps that mature on 28 April 2023 partially hedging the € 2023 Eurobond; – €300m of the fixed/floating and € exchange exposure of EUR/USD interest rate swaps maturing on 23 February 2027 partially hedging the € 2027 Eurobond; and – The $150m interest rate swap which matures on 12 October 2022, partially hedging the USD 2022 Guaranteed notes, was early redeemed in February 2022. The fair values of the hedging instruments are disclosed in note 20. The effect of the swaps was to convert £588m (FY2021: £705m) debt from fixed rate to floating rate. The swaps have similar critical terms to the hedged items, such as the reference rate, reset dates, notional amounts, payment dates and maturities. Therefore, there is an economic relationship and the hedge ratio is established as 1:1. Hedge effectiveness is determined at the inception ofthe hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The main sources of hedge ineffectiveness in these hedging relationships is the effect of the currency basis risk on cross-currency interest rate swaps which are not reflected in the fair value of the hedged item. No other sources of ineffectiveness emerged from these hedging relationships. Any hedge ineffectiveness was recognised immediately in the income statement in the period in which it occurred. The following table sets out the details of the hedged exposures covered by the Group's fair value hedges: Changes invalue of hedgeditem for calculating ineffectiveness £m Changes in value of the hedging instrument for calculating ineffectiveness £m Carrying amount Accumulated fair value adjustments on hedgeditem Hedged itemHedged exposure Financial year Assets £m Liabilities £m Assets £m Liabilities £m Fixed rate bonds(a) Interest rate risk FY2022 8 (8) – 336 – (2) Interest rate & currency rate risk FY2022 21 (20)– 252 – (5) 29 (28) – 588 – (7) Fixed rate bonds(a) Interest rate risk FY2021 5 (5) – 449 –6 Interest rate & currency rate risk FY2021 4 (7) –256– 16 9 (12) – 705 – 22 (a)Classified as borrowings Fair value hedges generated a £1m ineffectiveness in FY2022 (FY2021: £3m) which was recognised in the income statement through finance costs. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 146 ![]() Sensitivity of interest charges to interest rate movements The Group has exposure to sterling, US dollar and euro interest rates. However, the Group does not have a significant exposure to interest rate movements for any individual currency. Based on the composition of net debt and investments at 31 July 2022, and taking into consideration all fixed rate borrowings and interest rate swaps in place, a one percentage point (100 basis points) change in average floating interest rates for all three currencies would have a £2m impact (FY2021: £5m impact) on the Group’s profit before tax. Impact of LIBOR transition The UK Financial Conduct Authority announced on 5 March 2021 that LIBOR benchmark rates will be discontinued after 31 December 2021 except the majority of US dollar settings which will be discontinued after 30 June 2023. The Group is exposed to interest rate benchmark reform on its interest rate swaps and cross-currency interest rate swaps which reference 3-month and 6-month USD LIBOR, have an aggregate nominal value of USD 749m, and mature between April 2023 and February 2027. In April 2021 the Group confirmed adherence to the ISDA 2020 IBOR Fallbacks Protocol as published by the International Swaps and Derivatives Association, Inc. (ISDA) on 23 October 2021 (the Protocol), ensuring that appropriate fallbacks can apply to these derivatives in the event of LIBOR discontinuation. #### (c) Financial credit risk The Group is exposed to credit-related losses in the event of non-performance by counterparties to financial instruments, but does not currently expect any counterparties to fail to meet their obligations. Credit risk is mitigated by the Board-approved policy of only placing cash deposits with highly rated relationship bank counterparties within counterparty limits established by reference to their Standard & Poor’s long-term debt rating. In the normal course of business, the Group operates cash pooling systems, where a legal right of set-off applies. The maximum credit risk exposure in the event of other parties failing to perform their obligations under financial assets, excluding trade and other receivables and derivatives, totals £1,067m at 31 July 2022 (FY2021: £416m). 31 July 2022 £m 31 July 2021 £m Cash in AAA liquidity funds 551 116 Cash at banks with at least a AA- credit rating 104 46 Cash at banks with all other A credit ratings 397 237 Cash at otherbanks 4 6 Investments in bank deposits 4 4 Other investments 7 7 1,067 416 At 31 July 2022, the maximum exposure with a single bank for deposits and cash was £339m (FY2021: £79m), whilst the maximum mark to market exposure with a single bank for derivatives was £15m (FY2021: £26m). These banks have AAA and AA- credit ratings respectively (FY2021: Both AAA and AA-). #### (d) Liquidity risk Borrowing facilities Board policy specifies the maintenance of unused committed credit facilities of at least £300m at all times to ensure that the Group has sufficient available funds for operations and planned development. The Group has Revolving Credit Facilities of $800m maturing 1 November 2024. At the balance sheet date, the Group had the following undrawn credit facilities: 31 July 2022 £m 31 July 2021 £m Expiring after more than two years 657 575 Cash deposits As at 31 July 2022, £814m (FY2021: £186m) of cash and cash equivalents was on deposit with various banks of which £558m (FY2021: £116m) was in liquidity funds. £4m (FY2021: £4m) of investments comprised bank deposits held to secure liabilities and letters of credit. Gross contractual cash-flows for borrowings As at 31 July 2022 As at 31 July 2021 Borrowings (note18) £m Fairvalue adjustments £m Contractual interest payments £m Total contractual cash-flows £m Borrowings (note 18) £m Fair value adjustments £m Contractual interest payments £m Total contractual cash-flows £m Less than one year (539) 2 (17) (554) (36) – (28) (64) Between one and two years (23) – (11) (34) (823) (6) (23) (852) Between two and three years (20)– (11) (31) (20)– (11) (31) Between three and four years (14) – (11) (25) (14) – (11) (25) Between four and five years (552) 5 (11) (558) (10) – (11) (21) Greater than five years (24) –– (24) (577) (16) (11) (604) Total (1,172) 7 (61) (1,226) (1,480) (22) (95) (1,597) The figures presented in the borrowings column include the non-cash adjustments which are highlighted in the adjacent column. The contractual interest reported for borrowings is before the effect of interest rate swaps. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 147 ![]() Gross contractual cash-flows for derivative financial instruments As at 31 July 2022 As at 31 July 2021 Receipts £m Payments £m Net cash-flow £m Receipts £m Payments £m Net cash-flow £m Assets Less than one year 495 (521) (26) 142(144) (2) Greater than one year 270(290)(20) 642 (568) 74 Liabilities Less than one year 212 (209) 3 220 (219) 1 Greater than one year 8 (8) – 3 (2) 1 Total 985 (1,028) (43) 1,007 (933) 74 This table above presents the undiscounted future contractual cash-flows for all derivative financial instruments. For this disclosure, cash- flows in foreign currencies are translated using the spot rates at the balance sheet date. The fair values of these financial instruments are presented in note 20. Gross contractual cash-flows for other financial liabilities The contractual cash-flows for financial liabilities included in trade and other payables were £474m (FY2021: £351m) due in less than one year and £13m (FY2021: £8m) due between one and five years. #### 20 Derivative financial instruments The tables below set out the nominal amount and fair value of derivative contracts held by the Group, identifying the derivative contracts which qualify for hedge accounting treatment: At 31 July 2022 Contract or underlying nominal amount £m Fairvalue Assets £m Liabilities £m Net £m Foreign exchangecontracts (cash-flow hedges) 141 3 (5) (2) Foreign exchangecontracts (not hedge accounted) 226 1 (2) (1) Totalforeign exchangecontracts 367 4 (7) (3) Cross-currency swaps (fair value and net investment hedges) 615 –(40)(40) Total financial derivatives 982 4 (47) (43) Balance sheet entries: Non-current 269 –(20)(20) Current 713 4 (27) (23) Total financial derivatives 982 4 (47) (43) At 31 July 2021 Contract or underlying nominal amount £m Fair value Assets £m Liabilities £m Net £m Foreign exchangecontracts (cash-flow hedges) 107 1 (2) (1) Foreign exchangecontracts (not hedge accounted) 251 1 (1) – Totalforeign exchangecontracts 358 2 (3) (1) Cross-currency swaps (fair value and net investment hedges) 539 72 – 72 Interest rate swaps (fair value hedges) 108 3–3 Total financial derivatives 1,005 77 (3) 74 Balance sheet entries: Non-current 655 75 – 75 Current 350 2 (3) (1) Total financial derivatives 1,005 77 (3) 74 NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 148 ![]() The maturity profile, average interest and foreign currency exchange rates of the hedging instruments used in the Group's hedging strategies are as follows: Maturity at 31 July 2022 Maturity at 31 July 2021 Hedged exposure Hedging instrument Up to one year One to five years More than five years Up to one year One to five years More than five years Fairvalue hedges Interest rate riskInterest rate swaps – USD – Notional amount (£m) ––– – 108 – –Average spread over 6 month USD LIBOR ––– – 1.797% – Interest rate swaps – EUR – Notional amount (£m) 336 –– – 341 – –Average spread over 3 month EUR LIBOR 1.015% –– – 1.015% – Interest rate risk/ Foreign currency risk Cross-currency swaps (EUR:GBP) – Notional amount (£m) –254– ––254 – Average exchange rate – 0.845 – –– 0.845 –Average spread over 3 month GBP LIBOR – 1.750% – –– 1.750% Net investment hedges Foreign currency risk Cross-currency swaps (EUR:USD) – Notional amount (£m) 354 –– – 310 – – Average exchange rate 1.0773 –– – 1.0773 – Cross-currency swaps (GBP:USD) – Notional amount (£m) – 261 – –– 229 – Average exchange rate –1.2534– ––1.2534 Cash-flow hedges Foreign currency riskForeign exchange contracts (EUR:USD) – Notional amount (£m) 77 –– 47 5– – Average exchange rate 4.1785 –– 1.1915 1.2205 – Foreign exchange contracts (EUR:GBP) – Notional amount (£m) 28 8– 31 3– – Average exchange rate 0.8323 1.1676 – 0.8996 0.9094 – Foreign exchange contracts (EUR:AUD) – Notional amount (£m) 6 –– 7–– – Average exchange rate 1.5226 –– 1.5832 –– Foreign exchange contracts (USD:GBP) – Notional amount (£m) 16 –– 8–– – Average exchange rate 1.3273 –– 1.3577 –– Foreign exchange contracts (GBP:CZK) – Notional amount (£m) 6 –– 6–– – Average exchange rate 30.2988 –– 29.7028 –– At 31 July 2022, the Group had forward foreign exchange contracts with a nominal value of £141m (FY2021: £107m) designated as cash-flow hedges. These forward foreign exchange contracts are in relation to sale and purchase of multiple currencies with varying maturities up to 20 July 2023. The largest single currency pairs are disclosed above and make up 100% of the notional hedged exposure. The notional and fair values of these foreign exchange forward derivatives are shown in the nominal amount and fair value of derivative contracts table on page 148. #### Accounting for other derivative contracts Any foreign exchange contracts which are not formally designated as hedges and tested are classified as ‘held for trading’ and not hedge accounted. #### Netting International Swaps and Derivatives Association (ISDA) master netting agreements are in place with derivative counterparties except for contracts traded on a dedicated international electronic trading platform used for operational foreign exchange hedging. Under these agreements if a credit event occurs, all outstanding transactions under the ISDA are terminated and only a single net amount per counterparty is payable in settlement of all transactions. The ISDA agreements do not meet the criteria for offsetting, since the offsetting is enforceable only if specific events occur in the future, and there is no intention to settle the contracts on a net basis. Assets 31 July 2022 £m Liabilities 31 July 2022 £m Assets 31 July 2021 £m Liabilities 31 July 2021 £m Gross value of assets and liabilities 4 (47) 77 (3) Related assets and liabilities subject to master netting agreements (4) 4 (1) 1 Net exposure – (43) 76 (2) NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 149 ![]() #### 21 Fair value of financial instruments As at 31 July 2022 Notes Basis for determining fair value At amortised cost £m At fair value through profit or loss £m At fair value through OCI £m Total carrying value £m Total fair value £m Financial assets Other investments 14 A –4 364368368 Other investments 14 F – 19 8 2727 Cash and cash equivalents 18 A 506 550 – 1,0561,056 Trade and other financial receivables 16 B/C 807 –– 807807 Derivative financial instruments 20 C –4–44 Totalfinancial assets 1,313 577 372 2,2622,262 Financial liabilities Trade and other financial payables 17 B (728) –– (728)(728) Short-term borrowings 18 D (509) –– (509)(509) Long-term borrowings 18 D (538) –– (538) (544) Lease liabilities 18 E (119) –– (119)(119) Derivative financial instruments 20 C – (47) – (47)(47) Total financial liabilities (1,894) (47) – (1,941) (1,947) As at 31 July 2021 Notes Basis for determining fair value At amortised cost £m At fair value through profit or loss £m At fair value through OCI £m Total carrying value £m Total fair value £m Financial assets Other investments 14 A –4–44 Other investments 14 F ––777 Cash and cash equivalents 18 A 289 116 – 405405 Trade and other financial receivables 16 B/C 689 –– 689689 Derivative financial instruments 20 C – 77 – 7777 Totalfinancial assets 978 197 7 1,1821,182 Financial liabilities Trade and other financial payables 17 B (589) –– (589)(589) Short-term borrowings 18 D (9) –– (9)(9) Long-term borrowings 18 D (1,372) –– (1,372)(1,429) Lease liabilities 18 E (121) –– (121)(121) Derivative financial instruments 20 C – (3) – (3)(3) Total financial liabilities (2,091) (3) – (2,094) (2,151) The fair value of a financial instrument is the price at which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's-length transaction. Fair values have been determined with reference to available market information at the balance sheet date, using the methodologies described below: ACarrying value is assumed to be a reasonable approximation to fair value for all of these assets and liabilities (Level 1 as defined by IFRS 13 Fair Value Measurement). BCarrying value is assumed to be a reasonable approximation to fair value for all of these assets and liabilities (Level 2 as defined by IFRS 13 Fair Value Measurement). CFair values of derivative financial assets and liabilities and trade receivables held to collect or sell are estimated by discounting expected future contractual cash-flows using prevailing interest rate curves. Amounts denominated in foreign currencies are valued at the exchange rate prevailing at the balance sheet date. These financial instruments are included on the balance sheet at fair value, derived from observable market prices (Level 2 as defined by IFRS 13 Fair Value Measurement). DBorrowings are carried at amortised cost. Amounts denominated in foreign currencies are valued at the exchange rate prevailing at the balance sheet date. The fair value of borrowings is estimated using quoted prices (Level 1 as defined by IFRS 13). ELeases are carried at amortised cost. Amounts denominated in foreign currencies are valued at the exchange rate prevailing at the balance sheet date. The fair value of the lease contract is estimated by discounting contractual future cash-flows (Level 2 as defined by IFRS13). FThe fair value of instruments is estimated by using unobservable inputs to the extent that relevant observable inputs are not available. Unobservable inputs are developed using the best information available in the circumstances, which may include the Group’s own data, taking into account all information about market participation assumptions that is reliably available (Level 3 as defined by IFRS 13). IFRS 13 defines a three-level valuation hierarchy: Level 1 – quoted prices for similar instruments Level 2 – directly observable market inputs other than Level 1 inputs Level 3 – inputs not based on observable market data NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 150 ![]() #### 22 Commitments At 31 July 2022, commitments, comprising bonds and guarantees arising in the normal course of business, amounted to £234m (FY2021: £210m), including pension commitments of £56m (FY2021: £54m). In addition, the Group has committed expenditure on capital projects amounting to £15m (FY2021: £4m). #### 23 Provisions and contingent liabilities Trading Non-headline and legacy Total £m John Crane, Inc. litigation £m Titeflex Corporation litigation £m Other £m£m At 31 July 2020 14 231 66 20 331 Foreign exchangeratemovements (1) (12) (4) (1) (18) Provision charged 75–– 12 Provision released (4) – (13) – (17) Unwind of provision discount – 11–2 Utilisation (6) (13) (3) (2) (24) Business combinations 1–––1 At 31 July 2021 11 212 47 17 287 Current liabilities 10 26 82 46 Non-current liabilities 1 186 39 15 241 At 31 July 2021 11 212 47 17 287 Foreign exchangeratemovements 1 30 62 39 Provision charged 662 26 40 Provision released (3) ––– (3) Unwind of provision discount –21–3 Utilisation (4) (21) (4) (2) (31) At 31 July 2022 11 229 52 43 335 Current liabilities 10 34 14 30 88 Non-current liabilities 1 195 38 13 247 At 31 July 2022 11 229 52 43 335 The John Crane, Inc. and Titeflex Corporation litigation provisions were the only provisions that were discounted;other provisions have not been discounted as the impact would be immaterial. #### Trading The provisions included as trading represent amounts provided for in the ordinary course of business. Trading provisions are charged and released through headline profit. Warranty provision and product liability At 31 July 2022, the Group had warranty and product liability provisions of £7m (FY2021: £9m). Warranties over the Group’s products typically cover periods of between one and three years. Provision is made for the likely cost of after-sales support based on the recent past experience of individual businesses. Commercial disputes and litigation in respect of ongoing business activities The Group has on occasion been required to take legal action to protect its intellectual property and other rights against infringement. It has also had to defend itself against proceedings brought by other parties, including product liability and insurance subrogation claims. Provision is made for any expected costs and liabilities in relation to these proceedings where appropriate, although there can be no guarantee that such provisions (which may be subject to potentially material revision from time to time) will accurately predict the actual costs and liabilities that may be incurred. Contingent liabilities In the ordinary course of its business, the Group is subject to commercial disputes and litigation such as government price audits, product liability claims, employee disputes and other kinds of lawsuits, and faces different types of legal issues in different jurisdictions. The high level of activity in the US, for example, exposes the Group to the likelihood of various types of litigation commonplace in that country, such as ‘mass tort’ and ‘class action’ litigation, legal challenges to the scope and validity of patents, and product liability and insurance subrogation claims. These types of proceedings (or the threat of them) are also used to create pressure to encourage negotiated settlement of disputes. Any claim brought against the Group (with or without merit) could be costly to defend. These matters are inherently difficult to quantify. In appropriate cases a provision is recognised based on best estimates and management judgement but there can be no guarantee that these provisions (which may be subject to potentially material revision from time to time) will result in an accurate prediction of the actual costs and liabilities that may be incurred. There are also contingent liabilities in respect of litigation for which no provisions are made. The Group operates in some markets where the risk of unethical or corrupt behaviour is material and has procedures, including an employee ‘Ethics Alertline’, to help it identify potential issues. Such procedures will, from time to time, give rise to internal investigations, sometimes conducted with external support, to ensure that the Group properly understands risks and concerns and can take steps both to manage immediate issues and to improve its practices and procedures for the future. The Group is not aware of any issues which are expected to generate material financial exposures. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 151 ![]() #### Non-headline and legacy John Crane, Inc. John Crane, Inc. (JCI) is one of many co-defendants in numerous lawsuits pending in the United States in which plaintiffs are claiming damages arising from alleged exposure to, or use of, products previously manufactured which contained asbestos. Until 2006, the awards, the related interest and all material defence costs were met directly by insurers. In 2007, JCI secured the commutation of certain insurance policies in respect of product liability. Provision is made in respect of the expected costs of defending known and predicted future claims and of adverse judgements in relation thereto, to the extent that such costs can be reliably estimated. The JCI products generally referred to in these cases consist of industrial sealing product, primarily packing and gaskets. The asbestos was encapsulated within these products in such a manner that causes JCI to believe, based on tests conducted on its behalf, that the products were safe. JCI ceased manufacturing products containing asbestos in 1985. JCI continues to actively monitor the conduct and effect of its current and expected asbestos litigation, including the most efficacious presentation of its ‘safe product’ defence, and intends to continue to resist these asbestos claims based upon this defence. The table below summarises the JCI claims experience over the last 40 years since the start of this litigation: Year ended 31 July 2022 Year ended 31 July 2021 Year ended 31 July 2020 Year ended 31 July 2019 Year ended 31 July 2018 JCI claims experience Claims against JCI that have been dismissed 306,000 305,000297,000285,000277,000 Claims JCI is currently a defendant in 22,000 22,00025,00038,00043,000 Cumulative final judgements, after appeals, against JCI since 1979 149 149149144140 Cumulative value of awards ($’m) since 1979 175 175175 168164 The number of claims outstanding at 31 July 2022 reflected the benefit of 1,000 (FY2021: 8,000) claims being dismissed in the year. JCI has also incurred significant additional defence costs. The litigation involves claims for a number of allegedly asbestos-related diseases, with awards, when made, for mesothelioma tending to be larger than those for the other diseases. JCI’s ability to defend mesothelioma cases successfully is, therefore, likely to have a significant impact on its annual aggregate adverse judgement and defence costs. John Crane, Inc. litigation provision The provision is based on past history of JCI claims and well-established tables of asbestos-related disease incidence projections. The provision is determined using advice from asbestos valuation experts, Bates White LLC. The assumptions made in assessing the appropriate level of provision include: the period over which the expenditure can be reliably estimated; the future trend of legal costs; the rate of future claims filed; the rate of successful resolution of claims; and the average amount of judgements awarded. The provision utilised in the period is lower than previous periods, principally due to court closures and trial delays arising from the COVID-19 pandemic. Management believes this reduction in utilisation is temporary until after the effects of the pandemic subside and trial activity returns to pre- pandemic levels. Established incidence curves can be used to estimate the likely future pattern of asbestos-related disease. However, JCI’s claims experience is also significantly impacted by other factors which influence the US litigation environment. These can include: changing approaches on the part of the plaintiffs’ bar; changing attitudes amongst the judiciary at both trial and appellate levels in specific jurisdictions which move the balance of risk and opportunity for claimants; and legislative and procedural changes in both the state and federal court systems. The projections use a limited time horizon on the basis that Bates White LLC consider that there is substantial uncertainty in the asbestos litigation environment. So probable expenditures are not reasonably estimable beyond this time horizon. Asbestos is the longest running mass tort litigation in American history and is constantly evolving in ways that cannot be anticipated. JCI's defence strategy also generates a significantly different pattern of legal costs and settlement expenses from other defendants. Thus JCI is in an extremely rare position, and evidence from other litigation cannot be used to improve the reliability of the projections. A ten-year (FY2021: ten-year) time horizon has been used based on past experience regarding significant changes in the litigation environment that have occurred every few years and on the amount of time taken in the past for some of those changes to impact the broader asbestos litigation environment. The rate of future claims filed has been estimated using well-established tables of asbestos incidence projections to determine the likely population of potential claimants, and JCI’s past experience to determine what proportion of this population will make a claim against JCI. The JCI products generally referred to in claims had industrial and marine applications. As a result, the incidence curve used for JCI projections excludes construction workers, and is a composite of the curves that predict asbestos exposure-related disease from shipyards and other occupations. This is consistent with JCI’s litigationhistory. The rate of successful resolution of claims and the average amount of any judgements awarded are projected based on the past history of JCI claims, since this is the best available evidence, given JCI’s unusual strategy of defending all claims. The future trend of legal costs is estimated based on JCI’s past experience, adjusted to reflect the assumed levels of claims and trial activity, since the number of trials is a key driver of legal costs. John Crane, Inc. litigation insurance recoveries While JCI has certain excess liability insurance, JCI has met defence costs directly. The calculation of the provision does not take account of any potentialrecoveries from insurers. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 152 ![]() John Crane, Inc. litigation provision history The JCI asbestos litigation provision of £229m (FY2021: £212m) is a discounted pre-tax provision using discount rates, being the risk-free rate on US debt instruments for the appropriate period. The deferred tax asset related to this provision is shown within the deferred tax balance (note 6). The JCI asbestos litigation provision has developed over the last five years as follows: Year ended 31 July 2022 £m Year ended 31 July 2021 £m Year ended 31 July 2020 £m Year ended 31 July 2019 £m Year ended 31 July 2018 £m John Crane, Inc. litigationprovision Gross provision 258 220 235 257 251 Discount (29) (8) (4) (20) (28) Discounted pre-tax provision 229 212 231 237 223 Deferred tax (57) (54) (59) (50) (48) Discounted post-tax provision 172 158 172 187 175 Operating profit charge/(credit) Increased provisions for adverse judgements and legal defence costs 24 10 14 7 13 Change in US risk-free rates (18) (5) 16 8 (6) Subtotal – items charged to the provision 6 5 30 15 7 Litigation management, legalfees in connection with litigationagainst insurers and defence strategy 1 1123 Recoveries from insurers – (9) (3) (11) – Total operating profit charge/(credit) 7 (3) 28 6 10 Cash-flow Provision utilisation – legal defence costs and adverse judgements (21) (13) (23) (24) (27) Litigation management expense (1) – (1) (2) (3) Recoveries from insurers – 93 11 – Net cash outflow (22) (4) (21) (15) (30) John Crane, Inc. litigation provision sensitivities The provision may be subject to potentially material revision from time to time if new information becomes available as a result of future events. There can be no guarantee that the assumptions used to estimate the provision will result in an accurate prediction of the actual costs that will be incurred because of the significant uncertainty associated with the future level of asbestos claims and of the costs arising out of related litigation. John Crane, Inc. statistical reliability of projections over the ten-year time horizon In order to evaluate the statistical reliability of the projections, a population of outcomes is modelled using randomised verdict outcomes. This generated a distribution of outcomes with future spend at the 5th percentile of £203m and future spend at the 95th percentile of £268m (FY2021: £191m and £246m, respectively). Statistical analysis of the distribution of these outcomes indicates that there is a 50% probability that the total future spend will fall between £239m and £263m (FY2021: between £209m and £230m), compared to the gross provision value of £258m (FY2021: £220m). John Crane, Inc. sensitivity of the projections to changes in the time horizon used If the asbestos litigation environment becomes more volatile and uncertain, the time horizon over which the provision can be calculated may reduce. Conversely, if the environment became more stable, or JCI changed approach and committed to long-term settlement arrangements, the time period covered by the provision might be extended. The projections use a ten-year time horizon. Reducing the time horizon by one year would reduce the provision by £18m (FY2021: £17m) and reducing it by five years would reduce the provision by £97m (FY2021: £93m). We consider, after obtaining advice from Bates White LLC, that to forecast beyond ten years requires that the litigation environment remains largely unchanged with respect to the historical experience used for estimating future asbestos expenditures. Historically, the asbestos litigation environment has undergone significant changes more often than every ten years. If one assumed that the asbestos litigation environment would remain unchanged for longer and extended the time horizon by one year, it would increase the pre-tax provision by £15m (FY2021: £14m) and extending it by five years would increase the pre-tax provision by £56m (FY2021: £58m). However, there are also reasonable scenarios that, given certain recent events in the US asbestos litigation environment, would result in no additional asbestos litigation for JCI beyond ten years. At this time, how the asbestos litigation environment will evolve beyond ten years is not reasonably estimable. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 153 ![]() John Crane, Inc. contingent liabilities Provision has been made for future defence costs and the cost of adverse judgements expected to occur. JCI’s claims experience is significantly impacted by other factors which influence the US litigation environment. These can include: changing approaches on the part of the plaintiffs’ bar; changing attitudes amongst the judiciary at both trial and appellate levels; and legislative and procedural changes in both the state and federal court systems. As a result, whilst the Group anticipates that asbestos litigation will continue beyond the period covered by the provision, the uncertainty surrounding the US litigation environment beyond this point is such that the costs cannot be reliably estimated. Although the methodology used to calculate the JCI litigation provision can in theory be applied to show claims and costs for longer periods, the Directors consider, based on advice from Bates White LLC, that the level of uncertainty regarding the factors used in estimating future costs is too great to provide for reasonable estimation of the numbers of future claims, the nature of such claims or the cost to resolve them for years beyond the ten-year time horizon. Titeflex Corporation Titeflex Corporation, a subsidiary of the Group in the Flex-Tek division, has received a number of claims in the US from insurance companies seeking recompense on a subrogated basis for the effects of damage allegedly caused by lightning strikes in relation to its flexible gas piping product. It has also received product liability claims regarding this product in the US, some in the form of purported class actions. Titeflex Corporation believes that its products are a safe and effective means of delivering gas when installed in accordance with the manufacturer’s instructions and local and national codes. However, some claims have been settled on an individual basis without admission of liability. Equivalent third-party products in the US market-place face similar challenges. Titeflex Corporation litigation provision The continuing progress of claims and the pattern of settlement, together with recent market-place activity, provide sufficient evidence to recognise a liability in the accounts. Therefore provision has been made for the costs which the Group is expected to incur in respect of future claims to the extent that such costs can be reliably estimated. Titeflex Corporation sells flexible gas piping with extensive installation and safety guidance designed to assure the safety of the product and minimise the risk of damage associated with lightning strikes. The assumptions made in assessing the appropriate level of provision, which are based on past experience, include: the period over which expenditure can be reliably estimated; the number of future settlements; the average amount of settlements; and the impact of statutes of repose and safe installation initiatives on the expected number of future claims. The assumptions relating to the number of future settlements exclude the use of recent claims history due to the uncertain impact that the COVID-19 lockdown has had on the number of claims. The provision of £52m (FY2021: £47m) is a discounted pre-tax provision using discount rates, being the risk-free rate on US debt instruments for the appropriate period. The deferred tax asset related to this provision is shown within the deferred tax balance (note 6). 31 July 2022 £m 31 July 2021 £m Gross provision 87 69 Discount (35) (22) Discounted pre-tax provision 52 47 Deferred tax (12) (11) Discounted post-tax provision 40 36 Titeflex Corporation litigation provision history A charge of £2m (FY2021: £13m credit) has been recognised by Titeflex Corporation in respect of changes to the estimated cost of future claims from insurance companies seeking recompense for damage allegedly caused by lightning strikes. The higher gross provision value has been driven by foreign exchange rate movements and an increase in the average cost per claim. The increase in the discount factor derives from increasing US dollar discount rates. Titeflex Corporation litigation provision sensitivities The significant uncertainty associated with the future level of claims and of the costs arising out of related litigation means that there can be no guarantee that the assumptions used to estimate the provision will result in an accurate prediction of the actual costs that will be incurred. Therefore the provision may be subject to potentially material revision from time to time, if new information becomes available as a result of future events. The projections incorporate a long-term assumption regarding the impact of safe installation initiatives on the level of future claims. If the assumed annual benefit of bonding and grounding initiatives were 0.5% higher, the provision would be £3m (FY2021: £4m) lower, and if the benefit were 0.5% lower, the provision would be £4m (FY2021: £4m) higher. The projections use assumptions of future claims that are based on both the number of future settlements and the average amount of those settlements. If the assumed average number of future settlements increased 10%, the provision would rise by £5m (FY2021: £4m), with an equivalent fall for a reduction of 10%. If the assumed amount of those settlements increased 10%, the provision would rise by £4m (FY2021: £3m), also with an equivalent fall for a reduction of 10%. Other non-headline and legacy provisions Non-headline provisions comprise all provisions that were disclosed as non-headline items when they were charged to the consolidated income statement. Legacy provisions comprise non-material provisions relating to former business activities and discontinued operations and properties no longer used by Smiths. These non-material provisions include non-headline reorganisation, disposal indemnities, litigation andarbitration inrespect of old products and discontinued business activities, which includes claims received in connection with the disposal of Smiths Medical in the year. Provision is made for the best estimate of the expected expenditure related to the defence and/or resolution of such matters. There is an inherent risk in legal proceedings that the outcome may be unfavourable to the Group, and as such there can be no guarantee that such provisions (which may be subject to potentially material revision from time to time) will be sufficient. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 154 ![]() Reorganisation At 31 July 2022, there were reorganisation provisions of £1m (FY2021: £2m) relating to the various restructuring programmes that are expected to be utilised in the next 18 months. Property At 31 July 2022, there were provisions of £10m (FY2021: £11m) related to actual and potential environmental issues for sites currently or previously occupied by Smithsoperations. #### 24 Share capital Number of shares Average number of shares Issued capital £m Consideration £m Ordinary shares of 37.5p each Total share capital at 31 July 2020 396,211,180396,193,310 149 Issue of new equity shares – exercise of share options 165,934 157,276 –2 Total share capital at 31 July 2021 396,377,114 396,350,586 149 Issue of new equity shares – exercise of share options 131,942 125,354 –2 Share buybacks (34,152,897) (9,797,729) (13) (511) Total share capital at 31 July 2022 362,356,159 386,678,211 136 #### Share capital structure As at 31 July 2022, the Company’s issued share capital was 362,356,159 ordinary shares with a nominal value of 37.5p per share. All of the issued share capital was in free issue and all issued shares are fully paid. The Company’s ordinary shares are listed and admitted to trading on the Main Market of the London Stock Exchange. The Company has an American Depositary Receipt (ADR) programme and one ADR equates to one ordinary share. As at 31 July 2022, 4,274,704 ordinary shares were held by the nominee of the programme in respect of the same number of ADRs in issue. The holders of ordinary shares are entitled to receive the Company’s Reports and Accounts, to attend and speak at General Meetings of the Company, to appoint proxies and to exercise voting rights. None of the ordinary shares carry any special rights with regard to control of the Company or distributions made by the Company. There are no known agreements relating to, or restrictions on, voting rights attached to the ordinary shares (other than the 48 hour cut-off for casting proxy votes prior to a General Meeting). There are no restrictions on the transfer of shares, and there is no requirement to obtain approval for a share transfer. There are no known arrangements under which financial rights are held by a person other than the holder of the ordinary shares. There are no known limitations on the holding of shares. #### Powers of Directors The Directors are authorised to issue and allot shares and to buy back shares subject to receiving shareholder approval at the General Meeting. Such authorities were granted by shareholders at the 2021 Annual General Meeting and the buy back authority was superseded by the shareholder authority provided at the General Meeting held in November 2021. At the 2022 AGM, it will be proposed that the Directors be granted new authorities to allot and buy back shares. #### Share buybacks As at 16 September 2022 (the latest practicable date for inclusion in this report), the Company had an unexpired authority to repurchase ordinary shares up to a maximum of 59m ordinary shares (FY2021: 40m). As at 16 September 2022, the Company did not hold any shares in treasury. Any ordinary shares purchased may be cancelled or held in treasury. In connection with the sale of Smiths Medical to ICU Medical, Inc. (see note 27 for details), and in the light of our strong balance sheet and cash-flows, the Group announced that it intended to return an amount representing 55% of the initial cash proceeds (equating to an aggregate purchase price of up to $1bn or £742m) to shareholders in the form of a Share Buyback Programme. All shares purchased under the Programme will be cancelled. This Programme was initiated on 19 November 2021 as announced to the London Stock Exchange on 11 November 2021 and following shareholder approval at the General Meeting held on 17 November 2021. A total number of 34,281,929 ordinary shares of 37.5 pence each were repurchased during the period, for a total consideration of £512,796,999, of which 129,032 shares with a value of £1,972,602 were yet to settle and be cancelled. These 34,281,929 shares represented 9.46% of the called up ordinary share capital as at 31 July 2022. A further 3,361,599 ordinary shares have been repurchased during the period of 1 August 2022 to 16 September 2022. All repurchased shares have been cancelled with the exception of 128,919 shares that were yet to settle and be cancelled as at 16 September 2022. Since 1 August 2022, the number of shares in issue has reduced by 3,361,712 as at 16 September 2022. #### Employment share schemes Shares acquired through Company share schemes and plans rank pari passu with the shares in issue and have no special rights. The Company operates an Employee Benefit Trust, with an independent trustee, to hold shares pending employees becoming entitled to them under the Company’s share schemes and plans. On 31 July 2022, the trust held 618,662 (FY2021: 326,364) ordinary shares in the Company. The trust waived its dividend entitlement on its holding during the year, and the trust abstains from voting any shares held at General Meetings. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 155 ![]() #### 25 Dividends The following dividends were declared and paid in the period: Year ended 31 July 2022 £m Year ended 31 July 2021 £m Ordinary final dividend of 26.0p (FY2021: 24.0p) paid 19 November 2021 103 94 Ordinary delayed interim dividend of nil (FY2021: 11.0p) paid 19 November 2021 – 44 Ordinary interim dividend of 12.3p (FY2021: 11.7p) paid 13 May 2022 47 47 150 185 In the current year a total dividend of 38.3p has been paid, comprising a final dividend of 26.0p paid in respect of FY2021 and an interim dividend of 12.3p paid in respect of FY2022. In the prior year a total dividend of 46.7p was paid, comprising a delayed interim dividend of 11.0p and a final dividend of 24.0p paid in respect of FY2020 and an interim dividend of 11.7p paid in respect of FY2021. The final dividend for the year ended 31 July 2022 of 27.3p per share was recommended by the Board on 22 September 2022 and will be paid to shareholders on 18 November 2022, subject to approval by the shareholders. This dividend is payable to all shareholders on the register of members at 6.00pm on 21 October 2022 (the record date). #### Waiver of dividends The following waived all dividends payable in the year, and all future dividends, on their shareholdings in the Company: – Numis Nominees Limited (Smiths Industries Employee Share Trust) #### 26 Reserves Retained earnings include the value of Smiths Group plc shares held by the Smiths Industries Employee Benefit Trust. In the year the Company issued nil (FY2021: 800,606) shares to the Trust, and the Trust purchased 1,069,998 shares (FY2021: 1,126,970 shares) in the market for a consideration of £16m (FY2021: £16m). At 31 July 2022, the Trust held 618,662 (FY2021: 326,364) ordinary shares. Other reserves comprise the capital redemption reserve, revaluation reserve and merger reserve, which arose from share repurchases, revaluations of property, plant and equipment, and merger accounting for business combinations before the adoption of IFRS, respectively. #### Capital management Capital employed comprises total equity adjusted for goodwill recognised directly in reserves, net retirement benefit-related assets and liabilities, net litigation provisions relating to non-headline items and net debt. The efficiency of the allocation of capital to the divisions is monitored through the return on capital employed (ROCE). This ratio is calculated over a rolling 12-month period and is the percentage that headline operating profit comprises of monthly average capital employed. In FY2022 ROCE was 14.2% (FY2021: 13.2%); see note 29. Capital structure is based on the Directors’ judgement of the balance required to maintain flexibility, whilst achieving an efficient cost of capital. The FY2022 ratio of net debt to headline EBITDA of 0.3 (FY2021: 1.6) is within the Group’s stated policy of 2.0 or less over the medium term. The Group’s robust balance sheet and record of strong cash generation are more than able to fund immediate investment needs and legacy obligations. See note 29 for the definition of headline EBITDA and the calculation of this ratio. As part of its capital management, the Group maintains a solid investment grade credit rating to ensure access to the widest possible sources of financing and to optimise the resulting cost of capital. At 31 July 2022, the Group had a credit rating of BBB+/Baa2 (FY2021: BBB+/ Baa2) with Standard & Poor’s and Moody’s respectively. The Board has a progressive dividend policy for future pay-outs, with the aim of increasing dividends in line with the long-term underlying growth in earnings. In setting the level of dividend payments, the Board will take into account prevailing economic conditions and future investment plans, along with the objective to maintain a minimum dividend cover of at least two times. #### Hedge reserve The hedge reserve on the balance sheet records the cumulative gain or loss on designated hedging instruments, and comprises: 31 July 2022 £m 31 July 2021 £m Net investment hedge reserve (net of £8m of deferred tax (FY2021: £8m) (205) (230) Cash-flow hedge reserve 3 2 (202) (228) See transactional currency exposure risk management disclosures in note 19 for additional details of cash-flow hedges, and translational currency exposure risk management disclosure also in note 19 for additional details of net investment hedges. #### Non-controlling interest The Group has recorded non-controlling interests of £22m (FY2021: £21m), of which the most significant balance is in John Crane Japan Inc., which represented £20m (FY2021: £20m) of the total non-controlling interests. The non-controlling interest in John Crane Japan Inc. represents a 30% interest. John Crane Japan Inc. generated operating profits of £5m in the period (FY2021: £5m), and cash inflows from operating activities of £5m (FY2021: £6m). It paid dividends of £1m (FY2021: £2m) and tax of £1m (FY2021: £3m). At 31 July 2022, the company contributed £57m (FY2021: £57m) of net assets to the Group. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 156 ![]() #### 27 Discontinued operations and businesses held for sale Following the Board decision in July 2021 to pursue a sale process, the Smiths Medical business was classified as a discontinued operation and a business held for sale. On 8 September 2021, the Group announced that it had agreed the sale of Smiths Medical to ICU Medical, Inc., and the approval of Smiths shareholders was received at the General Meeting on 17 November 2021. The sale was completed on 6 January 2022 and the results of the discontinued operation and the effect of the disposal on the financial position of the Group were as follows: #### Discontinued operations The financial performance of the Smiths Medical business in the current and prior years is presented below: Year ended 31 July 2022 Year ended 31 July 2021 Headline £m Non-headline (note 3) £m Total £m Headline £m Non-headline (note 3) £m Total £m Revenue 356 – 356 849 – 849 Direct materials, labour, production anddistribution overheads (193) – (193) (385) – (385) Selling costs (46) – (46) (117) – (117) Administrative expenses (51) (47) (98) (170) (79) (249) Operating costs (290) (47) (337) (672) (79) (751) Operating profit 66 (47) 19 177 (79) 98 Finance costs (1) (22) (23) (1) 50 49 Gain onsale of discontinuedoperation – 1,0361,036 ––– Taxation (16) 6 (10) (42) 23 (19) Profit from discontinued operations 49 973 1,022 134 (6) 128 Interest capitalised as part of the costs of Smiths Medical development projects amounted to £1m (FY2021: £3m). £nil (FY2021: £1m) of tax relief has been recognised as current tax relief in the period. The gain on sale of the Smiths Medical discontinued operations qualified for the Substantial Shareholding Exemption and consequently was not subject to corporation tax. #### Additional segmental information for discontinued operations Headline operating profit for discontinued operations was stated after charging share-based payments £2m (FY2021: £1m). Revenue for the Smiths Medical discontinued operation is analysed by the following product lines: Infusion Systems £116m (FY2021: £303m), Vascular Access £134m (FY2021: £272m) and Vital Care/Other £106m (FY2021: £274m). Revenue by destination for the Smiths Medical for discontinued operations is analysed as follows: Americas £176m (FY2021: £456m), Europe, Middle East & Africa £91m (FY2021: £228m), and Asia-Pacific £89m (FY2021: £165m). Revenue by destination has been selected as the basis for attributing revenue to geographical areas as this is the attribution used by management to review the performance of the business. Revenue by destination attributable to the United Kingdom was £12m (FY2021: £26m). Revenue earned in the United States of America was material totalling £161m (FY2021: £411m). #### Cash-flow from discontinued operations Cash-flows from discontinued operations included inthe consolidated cash-flow statement are asfollows: 31 July 2022 £m 31 July 2021 represented\* £m Net cash inflow from operating activities 47 163 Net cash-flow used in investing activities (17) (67) Net cash-flow used in financing activities (14) (68) Net increase in cash and cash equivalents 16 28 Opening cash and cash equivalents in disposal group 48 20 Foreign exchangemovements (7) – Cash and cash equivalents disposed of (57) – Cash and cash equivalents at close of period – 48 \*£15m of intra-group royalty charges paid by discontinued operations to continuing operations in FY2021, that were previously netted down, have been represented on a gross up basis within net cash inflow from operating activities and net cash-flow used in financing activities, as this represents a complete view of the operating cash flows attributable to Smiths Medical. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 157 ![]() #### Effect of disposal on the financial position of the Group Year ended 31 July 2022 £m Intangible assets 695 Property, plant and equipment 170 Right of use assets 64 Inventories 166 Deferred tax assets 20 Current tax receivable 3 Trade and other receivables 110 Cash and cash equivalents 57 Financial derivatives 4 Lease liabilities (41) Trade and other payables (167) Current tax payable (13) Deferred tax liabilities (56) Retirement benefit obligations (5) Provisions (39) Net assets disposed of 968 Consideration received: Cash and cash equivalents 1,421 Transaction costs (31) Cash and cash equivalents, net of transaction costs 1,390 ICU Medical, Inc shares 426 Deferred contingent consideration – contingenton ICU Medical, Inc future share price: – Fair value at date of disposal 30 – Movement in fair value to 31 July 2022 (11) 19 Separation expenses – arising from contractual and commercial obligationsdue tothe separation recognised in year (32) Gain onsale before reclassification offoreign currency translation reserve 835 Exchange movements recycled to the income statement 196 Cash-flow hedge reserve recycled to the income statement 5 Gain on sale ofdiscontinued operation 1,036 Net cash inflow arising on disposal: Consideration received in cash and cash equivalents 1,421 Transaction costs and separation expenses paid inperiod (33) Less cash and cash equivalents disposed of (57) 1,331 NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 158 ![]() #### 28 Cash-flow #### Cash-flow from operating activities Year ended 31 July 2022 Year ended 31 July 2021 represented\* Headline £m Non-headline £m Total £m Headline £m Non-headline £m Total £m Operating profit– continuingoperations 417 (300) 117 372 (46) 326 – discontinued operations 66 (47) 19 177 (79) 98 Amortisation ofintangibleassets 10 51 61 14 53 67 Impairment of intangible assets –44 1 52 53 Impairment of tangible assets ––– –66 Impairment of investment within discontinued operations – 1414 ––– Depreciation of property, plant and equipment 38–38 39 1 40 Depreciation of right of use assets 30–30 32 – 32 (Gain)/loss on disposal of property, plant and equipment (2) – (2) 1–1 Share-based paymentexpense 13 – 13 13 – 13 Retirement benefits\*\* 5207 212 6 (23) (17) Distribution from trading investment ––– 5–5 Recycling of cash-flow hedge reserve ––– (5) – (5) Decrease/(increase) ininventories (173) 4 (169) 62 4 66 Decrease/(increase) intrade andotherreceivables (87) 4 (83) (14) 4 (10) Increase/(decrease) in trade and other payables 131 (2) 129 46 (10) 36 Increase/(decrease) in provisions (1) 22 21 (4) (26) (30) Cash generated from operations 447 (43) 404 745 (64) 681 Interest paid (51) – (51) (40)–(40) Interest received 13 1 14 213 Taxpaid (88) – (88) (109) – (109) Net cash inflowfrom operating activities 321 (42) 279 598 (63) 535 – continuingoperations\* 274 (42) 232 430 (58) 372 – discontinued operations\* 47 – 47 168 (5) 163 \*£15m of intra-group royalty charges paid by discontinued operations to continuing operations in FY2021 have been represented as cash inflows from discontinued operations, as this represents a complete view of the operating cash flows attributable to Smiths Medical. \* \* The retirement benefits non-headline operating activities principally relate to employer contributions to legacy defined benefit and post-retirement healthcare plans. #### Headline cash measures – continuing operations The Group measure of headline operating cash excludes interest and tax, and includes capital expenditure supporting organic growth. The Group uses operating cash-flow for the calculation of cash conversion and free cash-flow for management of capital purposes. See note 29 for additional details. The table below reconciles the Group’s net cash-flow from operating activities to headline operating cash-flow and free cash-flow: Year ended 31 July 2022 Year ended 31 July 2021 Headline £m Non-headline £m Total £m Headline £m Non-headline £m Total £m Net cash inflowfrom operating activities 274 (42) 232 430 (58) 372 Include: Expenditure on capitalised development, other intangible assets and property, plant and equipment (71) – (71) (62) – (62) Repayment of lease liabilities (34) – (34) (33) – (33) Disposals ofproperty, plantand equipment 3–3 ––– Investment infinancial assets relating to operating activities and pensions financing outstanding at the balance sheet date ––– 7–7 Freecash-flow 130 284 Exclude: Investment infinancial assets relating to operating activities and pensions financing outstanding at the balance sheet date ––– (7) – (7) Repayment of lease liabilities 34–34 33–33 Interest paid 46–46 24 – 24 Interest received (13) – (13) (2) – (2) Taxpaid 79–79 96 – 96 Operating cash-flow 318 (42) 276 486 (58) 428 NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 159 ![]() #### Headline cash conversion Headline operating cash conversion for continuing operations is calculated asfollows: Year ended 31 July 2022 Year ended 31 July 2021 As reported £m Restructuring costs £m Pro-forma excluding restructuring costs £m As reported £m Restructuring costs £m Pro-forma excluding restructuring costs £m Headline operating profit 417 – 417 372 21 393 Headline operating cash-flow 318 14 332 486 24 510 Headline operating cash conversion 76% 80% 130% 129% Reconciliation of free cash-flow to net movement in cash and cash equivalents: Year ended 31 July 2022 £m Year ended 31 July 2021 £m Freecash-flow 130 284 Investment in financial assets and acquisition of businesses – (83) Disposal of businesses and discontinuedoperations 1,331 – Other net cash-flows used in financing activities (note: repayment of lease liabilities is included in free cash-flow) (937) (138) Net decrease in cash and cash equivalents for discontinued operations 16 28 Net increase/(decrease) in cash and cash equivalents 540 91 #### 29 Alternative performance measures and key performance indicators The Group uses several alternative performance measures (‘APMs’) in order to provide additional useful information on underlying trends and the performance and position of the Group. APMs are non-GAAP and not defined by IFRS; therefore, they may not be directly comparable with other companies’ APMs and should not be considered a substitute for IFRS measures. The Group uses these measures, which are common across the industry, for planning and reporting purposes, to enhance the comparability of information between reporting periods and business units. The measures are also used in discussions with the investment analyst community and by credit rating agencies. We have identified and defined the following key measures which are used within the business by management to assess the performance of the Group’s businesses: APM term Definition and purpose Capital employed Capital employed is a non-statutory measure of invested resources. It comprises statutory net assets and is adjusted as follows: - to add goodwill recognised directly in reserves in respect of subsidiaries acquired before 1 August 1998; - to eliminate the Group's investment in ICU Medical, Inc equity and deferred consideration contingent on the future share price performance of ICU Medical, Inc; and - to eliminate post-retirement benefit assets and liabilities and non-headline litigation provisions related to John Crane, Inc. and Titeflex Corporation, both net of deferred tax, and net debt. It is used to monitor capital allocation within the Group. See below for a reconciliation from net assets to capital employed. Capital expenditure Comprises additions to property, plant and equipment, capitalised development and other intangible assets, excluding assets acquired through business combinations, see note 1 for an analysis of capital expenditure. This measure quantifies the level of capital investment into ongoing operations. Divisional headline operating profit ('DHOP') DHOP comprises divisional earnings before central costs, finance costs and taxation. DHOP isused to monitor divisional performance. A reconciliation of DHOP to operating profit is shown in note 1. Free cash-flow Free cash-flow is calculated by adjusting the net cash inflow from operating activities to include capital expenditure, the repayment of lease liabilities, the proceeds from the disposal of property, plant and equipment and the investment in financial assets relating to operating activities and pensions financing outstanding at the balance sheet date. The measure shows cash generated by the Group before discretionary expenditure on acquisitions and returns to shareholders. A reconciliation of free cash-flow is shown in note 28. Gross debt Gross debt is total borrowings (bank, bonds and lease liabilities). It is used to provide an indication of the Group's overall level of indebtedness. See note 18 for an analysis of gross debt. Headline The Group has defined a 'headline' measure of performance that excludes material non-recurring items or items considered non-operational/trading in nature. Items excluded from headline are referred to as non-headline items. This measure is used by the Group to measure and monitor performance excluding material non-recurring items or items considered non-operational. See note 3 for an analysis of non-headline items. Headline EBITDA EBITDA is a widely used profit measure, not defined by IFRS, being earnings before interest, taxation, depreciation and amortisation. Following the completion of the sale of Smiths Medical, headline EBITDA for FY2022 has been presented on a continuing operations basis. A reconciliation of headline operating profit to headline EBITDA is shown in the note below. Headline EBITDA before restructuringcosts Headline EBITDA, as defined above, is adjusted to exclude restructuring costs from the Group’s strategic restructuring programme which commenced in FY2020. Following the completion of the sale of Smiths Medical, headline EBITDA before restructuring costs for FY2022 has been presented on a continuing operations basis. A reconciliation of headline EBITDA to headline EBITDA before restructuring costs and write-downs is shown in the note below. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 160 ![]() Headline operating profit excluding restructuring Headline operating profit is adjusted for strategic restructuring programme costs and write-downs. See note 2 for a reconciliation. This measure of profitability is used by the Group to measure and monitor performance. Net debt Net debt is total borrowings (bank, bonds and lease liabilities) less cash balances and derivatives used to manage the interest rate risk and currency profile of the debt. This measure is used to provide an indication of the Group's overall level of indebtedness and is widely used by investors and credit rating agencies. See note 18 for an analysis of net cash/(debt). Non-headline The Group has defined a 'headline' measure of performance that excludes material non-recurring items or items considered non-operational/trading in nature. Items excluded from headline are referred to as non-headline items. This is used by the Group to measure and monitor material non-recurring items or items considered non-operational. See note 3 for an analysis of non-headline items. Operating cash-flow Comprises free cash-flow and excludes cash-flows relating to the repayment of lease liabilities, interest and taxation. The measure shows how cash is generated from operations in the Group. A reconciliation of operating cash-flow is shown in note 28. Operating profit Operating profit is earnings before finance costs and tax. A reconciliation of operating profit to profit before tax is shown on the income statement on page 103. This common measure is used by the Group to measure and monitor performance. Return on capital employed ('ROCE') Smiths ROCE is calculated over a rolling 12-month period and is the percentage that headline operating profit represents of the monthly average capital employed on a rolling 12-month basis. This measure of return on invested resources is used to monitor performance and capital allocation within the Group. See below for Group ROCE and note 1 for divisional headline operating profit and divisional capital employed. The key performance indicators ('KPIs') used by management to assess the performance of the Group’s businesses are as follows: KPI term Definition and purpose Dividend cover– headline Dividend cover is the ratio of headline earnings per share (see note 5) to dividend per share (see note 25). This commonly used measure indicates the number of times the dividend in a financial year is covered by headline earnings. Earnings per share ('EPS') growth EPS growth is the growth in headline basic EPS (see note 5), on a reported basis. EPS growth is used to measure and monitor performance. Free cash-flow (as a % of operating profit) This measure is defined as free cash-flow divided by headline operating profit averaged over a three-year performance period. This cash generation measure is used by the Group as a performance measure for remuneration purposes. Greenhouse Gas Emissions (GHG) reduction GHG reduction is calculated as the percentage change in normalised Scope 1 & 2 GHG emissions. Normalised is calculated as tCO 2 e per £million of revenue. This measure is used to monitor environmental performance. Gross Vitality Gross Vitality is calculated as the percentage of revenue derived from new products and services launched in the last five years. This measure is used to monitor the effectiveness of the Group's new product development and commercialisation. My Say engagement score The overall score in our My Say employee engagement survey. The bi-annual survey is undertaken Group-wide. This measure is used by the Group to monitor employee engagement. Operating cash conversion Comprises headline operating cash-flow, excluding restructuring costs, as a percentage of headline operating profit. This measure is used to show the proportion of headline operating profit converted into cash-flow from operations before investment, finance costs, non-headline items and taxation. The calculation is shown in note 28. Operating profit margin Operating profit margin is calculated by dividing headline operating profit by revenue. This measure is used to monitor the Group’s ability to drive profitable growth and control costs. Organic growth Organic growth adjusts the movement in headline performance to exclude the impact of foreign exchange, restructuring costs and acquisitions. Organic growth is used by the Group to aid comparability when monitoring performance. Organic revenue growth (remuneration) Organic revenue growth (remuneration) is compounded annualised growth in revenue calculated on anunderlying basis. The measure used for remuneration differs from organic revenue growth in that it is calculated on a compounded annualised basis. This measure has historically been used by the Group for aligning remuneration with business performance. Percentage ofsenior leadership positions taken by females Percentage of senior leadership positions taken by females is calculated as the percentage of senior leadership roles (G14+ group) held by females. This measure is used by the Group to monitor diversity performance. R&D cash costs as a % of sales This measure is defined as the cash cost of research and development activities as a percentage of revenue. Innovation is an important driver of sustainable growth for the Group and this measures our investment in research and development to drive innovation. Ratio of capital expenditure to depreciation and amortisation Represents the amount of capital expenditure as a proportion of the depreciation and amortisation charge for the period. This measure shows the level of reinvestment into operations. Recordable Incident Rate (RIR) Recordable Incident Rate is calculated as the number of recordable incidents – where an incident requires medical attention beyond first aid – per 100 colleagues, per year across Smiths. This measure is used by the Group to monitor health and safety performance. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 161 ![]() Capital employed Capital employed is a non-statutory measure of invested resources. It comprises statutory net assets adjusted to add goodwill recognised directly in reserves in respect of subsidiaries acquired before 1 August 1998 of £478m (FY2021: £787m), to eliminate the Group's investment in ICU Medical, Inc equity and deferred consideration contingent on the future share price performance of ICU Medical, Inc and to eliminate post-retirement benefit assets and liabilities and non-headline litigation provisions related to John Crane, Inc. and Titeflex Corporation, both net of related tax, and net debt. Notes 31 July 2022 £m 31 July 2021 £m Net assets 2,721 2,423 Adjust for: Goodwill recogniseddirectlyin reserves 478 787 Retirement benefit assets and obligations 8 (194) (413) Tax related to retirement benefit assets and obligations 57 108 John Crane, Inc. litigationprovisions and related tax 23 172 158 Titeflex Corporation litigation provisions and related tax 23 40 36 Investment in ICU Medical, Inc equity 14 (364) – Deferred contingent consideration 14 (19) – Net debt (FY2021: includes £4m of net cash in discontinued operations) 18 150 1,018 Capital employed 3,041 4,117 Return oncapital employed ('ROCE') Notes Year ended 31 July 2022 £m Year ended 31 July 2021 represented\* £m Headline operating profit for previous 12 months– continuing operations 417 372 Restructuring costs – 21 Headline operating profit before restructuring costs – continuing operations 417 393 Average capital employed – continuing operations (excluding investment in ICU Medical, Inc equity) 1 2,940 2,830 ROCE 14.2% 13.9% \*Following the completion of the sale of Smiths Medical, ROCE for 31 July 2021 has been represented to exclude restructuring costs and discontinued operations from headline operating profit and average capital employed. The 31 July 2021 figures have been represented to aid the period on period comparability for this forward-looking measure. #### Credit metrics Smiths Group monitors the ratio of net debt to headline EBITDA as part of its management of credit ratings; see note 26 for details. This ratio is presented for the whole Group, including discontinued operations, and is calculated as follows: Headline earnings before interest, tax, depreciation andamortisation (headline EBITDA) Notes Year ended 31 July 2022 Continuing operations £m Year ended 31 July 2021 Total operations\* £m Headline operating profit 417 372 Headline operating profit of discontinued operations 27 – 177 Exclude: – depreciation of property, plant and equipment 12 38 40 – depreciation of right of use assets 13 30 32 – amortisation and impairment ofdevelopment costs 10 3 7 – amortisation of software, patents and intellectual property 10 7 7 Headline EBITDA 495 635 Add back: restructuring costs and write-downs (FY2021 comparative includes £9m in discontinued operations) 2 – 30 Headline EBITDA before restructuring costs and write-downs 495 665 Ratio ofnet debt toheadline EBITDA –total Group including discontinued operations Notes Year ended 31 July 2022 Continuing operations £m Year ended 31 July 2021 Total operations\* £m Headline EBITDA 495 635 Net debt (FY2021 comparative includes £4m of net cash in discontinued operations) 18 150 1,018 Ratio ofnet debt toheadline EBITDA 0.3 1.6 \*The figures for the comparative period in the credit metrics tables above include discontinued operations. NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 162 ![]() #### 30 Post Balance Sheet Events Details of the proposed final dividend announced since the end of the reporting period are given in note 25. #### 31 Audit exemption taken for subsidiaries The following subsidiaries are exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act for FY2022. Company name Company number Company name Company number EIS Group Plc 61407 Smiths Detection Investments Limited 5146644 Flexibox International Limited 394688 Smiths Finance Limited 7888063 Flex-Tek Group Limited 11545405 Smiths Group Finance EU Limited 10440573 Graseby Limited 894638 Smiths Group Finance US Limited 10440608 SI Properties Limited 160881 Smiths Group Innovation Limited 10953689 SITI1Limited 4257042 Smiths Interconnect Group Limited 6641403 Smiths Detection Group Limited 5138140 Smiths Pensions Limited 2197444 NOTES TO THE ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 163 ![]() #### Unaudited Group financial record 2018-2022 The headline income statement metrics shown below for the year ended 31 July 2018 has been represented to show the results of Smiths Medical as a discontinued operation. Year ended 31 July 2022 £m Year ended 31 July 2021 £m Year ended 31 July 2020 £m Year ended 31 July 2019 £m Year ended 31 July 2018 £m Income statementmetrics –headline\* Continuing operations Revenue 2,566 2,406 2,548 2,498 2,328 Headline operating profit 417 372 327 427 388 Headline profit before tax 376 332278 376 333 Discontinued operations Revenue 356 849 918 874 869 Headline operating profit 66 177 184 147 156 Headline profit before tax 65 176 180 144 154 Income statementmetrics –statutory\*\* Revenue 2,566 2,406 2,548 2,498 2,328 Operating profit 117 326 241 326 342 Profit before taxation 103 240 133 304 287 Profit for the year 1,035 285 267 227 279 Balance sheet metrics\*\*\* Net debt (150) (1,018) (1,141)(1,197) (893) Shareholders’ equity 2,699 2,402 2,373 2,360 2,272 Average capital employed 2,940 4,165 4,315 3,972 3,735 Ratios\*\*\* Headline operating profit: revenue (%) 16.5 16.9 14.7 17.017.0 Headline effective tax rate (%) 27.2 27.1 26.2 25.9 25.8 Return on capital employed (%) 14.2 13.2 11.8 14.414.6 Return onshareholders’ funds (%) 10.0 11.6 10.8 12.3 12.1 Cash-flow metrics\*\*\* Headline operating cash 318 630 575 474 538 Headline operating cash conversion (%) 76 125123 83 99 Free cash-flow 130 383 273 234 302 Free cash-flow per share (p) 35.9 96.6 68.9 59.1 76.3 Earnings per share\*\*\* Headline earnings per share (p) 82.5 93.1 84.8 96.8 90.7 Dividends and dividend cover\*\*\* Pence per share 39.60 37.70 35.00 45.90 44.55 Headline dividend cover 2.1 2.5 2.4 2.1 2.0 \*The headline income statement metrics in the above five-year record have been presented to reflect the reclassification of the Smiths Medical business as a discontinued operation and the Group's current accounting policy of including restructuring and pension administration costs within headline profit. The discontinued operations comparatives for the year ended 31 July 2018 have also been restated for the adoption of IFRS 15. \*\*The statutory income statement metrics are presented based on continuing operations for both the current and comparative years. \*\*\*Balance sheet metrics, ratios, cash-flow metrics, earnings per share, dividend cover and number of employees are presented based on both continuing and discontinued operations for all years. UNAUDITED GROUP FINANCIAL RECORD 2018-2022 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 164 ![]() #### Unaudited supplementary consolidated income statement – US dollar translation Year ended 31 July 2022 Year ended 31 July 2021 Headline $m Non-headline (note 3) $m Total $m Headline $m Non-headline (note 3) $m Total $m CONTINUING OPERATIONS Revenue 3,377 – 3,377 3,264 – 3,264 Operating costs (2,828) (395) (3,223) (2,760) (62) (2,822) Operating profit/(loss) 549 (395) 154 504 (62) 442 Interest receivable 18 – 18 12 – 12 Interest payable (72) – (72) (66) – (66) Other financing gains/(losses) – 2626 – (71)(71) Other finance charges – retirement benefits –99 –88 Finance costs (54) 35 (19) (54) (63) (117) Profit/(loss) before taxation 495 (360) 135 450 (125) 325 Taxation (137) 18 (119) (130) 18 (112) Profit/(loss) for the year 358 (342) 16 320 (107) 213 DISCONTINUEDOPERATIONS Profit on discontinued operations 64 1,2801,344 182 (8) 174 PROFIT/(LOSS) FOR THE YEAR 422 938 1,360 502 (115) 387 Profit/(loss) for the year attributable to: Smiths Group shareholders – continuing operations 355 (342) 13 319 (107) 212 Smiths Group shareholders – discontinued operations 64 1,2801,344 182 (8) 174 Non-controlling interests 3–3 1–1 502 (115) 387 EARNINGS PERSHARE Basic 351.5c 97.2c Basic – continuing 3.7c 53.4c Diluted 350.0c 96.7c Diluted – continuing 3.7c 53.1c Assets and liabilities have been translated into US dollars at the exchange rate at the date of that balance sheet and income, expenses and cash-flows are translated at average exchange rates for the period. This reflects the accounting approach that Smiths Group plc would use if the Group moved to reporting in US dollars without making any changes to its Group structure or financing arrangements. UNAUDITEDUS DOLLAR PRIMARY STATEMENTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 165 ![]() #### Unaudited supplementary consolidated statement of comprehensive income – #### US dollar translation Year ended 31 July 2022 $m Year ended 31 July 2021 represented\* $m PROFIT FOR THE YEAR 1,360 387 Other comprehensive income(OCI): OCI which willnot be reclassified to theincome statement: Re-measurement ofpost-retirement benefits assets and obligations (22) 18 Taxation on post-retirement benefits movements – (8) Fair value movements on financial assets at fair value through OCI (83) 5 (105) 15 OCI which will bereclassified and reclassifications: Fair value gains/(losses) and reclassification adjustments: – deferred in the year on cash-flow and net investment hedges (108) 111 – reclassified to income statement on cash-flow and net investment hedges 7 3 (101) 114 Foreign exchange (FX)movements net of recycling: Exchangelosses/(gains) on translation of foreignoperations 363 (32) Exchange gains recycled to the income statement on disposal on business (258) – 105 (32) Totalother comprehensive income, net oftaxation (101) 97 Totalcomprehensive income 1,259 484 Attributable to: Smiths Group shareholders 1.258 484 Non-controlling interests 1 – 1,259 484 \*The comparative year has been represented to include ‘Fair value movements on financial assets at fair value through OCI’ within the ‘OCI which will not be reclassified to the income statement’ subtotal rather than within the ‘OCI which will be reclassified and reclassifications’ subtotal. This reclassification has no impact on total other comprehensive income in the comparative year ended 31 July 2021. UNAUDITEDUS DOLLAR PRIMARY STATEMENTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 166 ![]() #### Unaudited supplementary consolidated balance sheet – US dollar translation 31 July 2022 $m 31 July 2021 $m NON-CURRENT ASSETS Intangible assets 1,933 2,082 Property, plant and equipment 296 295 Right of use assets 129 150 Financial assets – other investments 481 15 Retirement benefit assets 376 759 Deferred tax assets 116 128 Trade and other receivables 84 82 Financial derivatives – 104 3,415 3,615 CURRENT ASSETS Inventories 694 530 Current tax receivable 61 105 Trade and other receivables 897 876 Cash and cash equivalents 1,286 563 Financial derivatives 5 3 Assets held for sale – 1,728 2,943 3,805 TOTAL ASSETS 6,358 7,420 CURRENT LIABILITIES Financial liabilities – borrowings (620) (13) – lease liabilities (35) (38) – financial derivatives (33) (4) Provisions for liabilities andcharges (107) (64) Trade and other payables (829) (737) Current tax payable (78) (124) Liabilities held for sale – (393) (1,702) (1,373) NON-CURRENTLIABILITIES Financial liabilities – borrowings (655) (1,907) – lease liabilities (110) (131) – financial derivatives (24) – Provisions for liabilities andcharges (301) (335) Retirement benefit obligations (140) (178) Current tax payable (4) (7) Deferred tax liabilities (54) (39) Trade and other payables (56) (82) (1,344) (2,679) TOTALLIABILITIES (3,046) (4,052) NETASSETS 3,312 3,368 SHAREHOLDERS’ EQUITY Share capital 166 207 Share premium account 444 505 Capital redemption reserve 23 8 Revaluation reserve – 1 Merger reserve 286 327 Retained earnings 2,612 2,608 Hedge reserve (246) (317) Total shareholders’ equity 3,285 3,339 Non-controlling interest equity 27 29 TOTAL EQUITY 3,312 3,368 UNAUDITEDUS DOLLAR PRIMARY STATEMENTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 167 ![]() #### Unaudited supplementary consolidated statement of changes in equity – US dollar translation Share capital and share premium $m Other reserves $m Retained earnings $m Hedge reserve $m Equity shareholders’ funds $m Non- controlling interest $m Total equity $m At 31 July 2021 712 336 2,608 (317) 3,339 29 3,368 Profit for the year –– 1,357 – 1,357 3 1,360 Other comprehensive income: – re-measurement of retirement benefits after tax –– (22) – (22) – (22) – FX movements net of recycling (88) (44) (377) 172 (337) (5) (342) – fair value gains/(losses) and related tax –– (83) (101) (184) – (184) Totalcomprehensive income forthe year (88) (44) 875 71 814 (2) 812 Transactions relating toownership interests: Issue of new equity shares 3–––3–3 Purchase of shares by Employee Benefit Trust –– (21) – (21) – (21) Proceeds from exercise ofshare options ––1– 1 – 1 Share buybacks (17)17 (672) – (672) – (672) Dividends: – equity shareholders –– (197) – (197) – (197) Share-based payment –– 18 – 18 – 18 At 31 July 2022 610 309 2,612 (246) 3,285 27 3,312 Share capital and share premium $m Other reserves $m Retained earnings $m Hedge reserve $m Equity shareholders’ funds $m Non- controlling interest $m Total equity $m At 31 July 2020 667 319 2,534 (413) 3,107 29 3,136 Profit for the year –– 386 – 386 1 387 Other comprehensive income: – re-measurement of retirement benefits after tax –– 10 – 10 – 10 – FX movements net of recycling 42 17 (72) (18) (31)(1) (32) – fair value gains/(losses) and related tax ––5 114119 – 119 Totalcomprehensive income forthe year 42 17 329 96 484 – 484 Transactions relating to ownership interests: Exercises of shareoptions 3–––3–3 Receipt of capital from non-controlling interest –––––11 Purchase of own shares –– (22) – (22) – (22) Dividends: – equity shareholders –– (252) – (252) – (252) – non-controlling interests ––––– (1)(1) Share-based payment –– 19 – 19 – 19 At 31 July 2021 712 336 2,608 (317) 3,339 29 3,368 UNAUDITEDUS DOLLAR PRIMARY STATEMENTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 168 ![]() #### Unaudited supplementary consolidated cash-flow statement – US dollar translation Year ended 31 July 2022 $m Year ended 31 July 2021 $m Net cash inflowfrom operating activities 367 726 Cash-flows from investingactivities Expenditure on capitalised development (29) (37) Expenditure on other intangible assets (11) (16) Purchases of property, plant and equipment (76) (106) Disposals ofproperty, plantand equipment 4 3 Capital returned by/(investment in) financial assets – 9 Acquisition ofbusinesses – (113) Investment infinancial asset – discontinued operations – (19) Proceeds on disposal of subsidiaries, net of cash disposed 1,751 – Net cash-flow used in investing activities 1,639 (279) Cash-flows from financingactivities Proceeds from exercise ofshare options 3 3 Share buybacks (672) – Purchase of shares by Employee Benefit Trust (21) (22) Proceeds received on exercise of employee share options 1 – Settlement of cash-settled options (1) – Dividends paidto equity shareholders (197) (251) Lease payments (50) (60) Reduction and repayment of borrowings (388) – Cash inflow from matured derivative financial instruments 30 5 Net cash-flow used infinancing activities (1,295) (325) Net decrease in cash and cash equivalents 711 122 Cash and cash equivalents at beginning of year 563 480 Cash held in disposal group 63 (38) Exchange differences (52) (1) Cash and cash equivalents at endof year 1,285 563 Cash and cash equivalents at endof year comprise: – cash at bank and in hand 295 304 – short-term deposits 991 259 1,286 563 – bank overdrafts (1) – 1,285 563 UNAUDITEDUS DOLLAR PRIMARY STATEMENTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 169 ![]() #### Unaudited Group US dollar financial record 2018-2022 The headline income statement metrics shown below for the year ended 31 July 2018 has been represented to show the results of Smiths Medical as a discontinued operation. Year ended 31 July 2022 $m Year ended 31 July 2021 $m Year ended 31 July 2020 $m Year ended 31 July 2019 $m Year ended 31 July 2018 $m Income statementmetrics –headline\* Continuing operations Revenue 3,377 3,264 3,216 3,218 3,139 Headline operating profit 549 504 412 550 523 Headline profit before tax 495 450 351 484 449 Discontinued operations Revenue 468 1,1521,1591,1261,172 Headline operating profit 87 240 232 189 210 Headline profit before tax 86 239 227 185 208 Income statementmetrics –statutory\*\* Revenue 3,377 3,264 3,216 3,218 3,139 Operating profit 154 442 304 420 461 Profit before taxation 135 325 169 391 386 Profit for the year 1,362 387 337 291 375 Balance sheet metrics\*\*\* Net debt (183) (1,415) (1,495) (1,462) (1,172) Shareholders’ equity 3,285 3,339 3,107 2,882 2,982 Average capital employed 3,578 5,790 5,652 4,852 4,903 Ratios\*\*\* Headline operating profit: revenue (%) 16.5 16.9 14.7 17.017.0 Headline effective tax rate (%) 27.2 27.1 26.2 25.9 25.8 Return on capital employed (%) 14.2 13.2 11.8 14.414.6 Return onshareholders’ funds (%) 9.9 12.2 10.6 12.1 12.5 Cash-flow metrics\*\*\* Headline operating cash 829 855 726 611 725 Headline operating cash conversion (%) 76 125123 83 99 Free cash-flow 171 520 345 301 407 Free cash-flow per share (c) 47.2 131.1 68.9 76.1 102.9 Earnings per share\*\*\* Headline earnings per share (c) 108.6 126.3 107.0 124.7122.3 Dividends and dividend cover\*\*\* Cents per share (c) 52.1 51.1 44.2 59.160.1 Headline dividend cover 2.1 2.5 2.4 2.1 2.0 \*The headline income statement metrics in the above five-year record have been presented to reflect the reclassification of the Smiths Medical business as a discontinued operation and the Group's current accounting policy of including restructuring and pension administration costs within headline profit. The discontinued operations comparatives for the year ended 31 July 2018 have also been restated for the adoption of IFRS 15. \*\*The statutory income statement metrics are presented based on continuing operations for both the current and comparative year. \*\*\*Balance sheet metrics, ratios, cash-flow metrics, earnings per share, dividend cover and number of employees are presented based on both continuing and discontinued operations for all years. UNAUDITEDUS DOLLAR PRIMARY STATEMENTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 170 ![]() #### Company balance sheet Notes 31 July 2022 £m 31 July 2021 £m NON-CURRENT ASSETS Right of use assets 2 5 6 Investments 3 2,422 2,414 Loans due from subsidiaries 3 561 611 Retirement benefit assets 10 309 546 Financial derivatives 8 – 75 3,297 3,652 CURRENT ASSETS Trade and other receivables 5 62 52 Current tax receivable 5 5 Cash and cash equivalents 7 770 158 Financial derivatives 8 9 2 846 217 TOTAL ASSETS 4,143 3,869 CURRENT LIABILITIES Trade and other payables 6 (588) (91) Lease liabilities 7 (1) (1) Financial derivatives 8 (29) (2) (618) (94) NON-CURRENTLIABILITIES Borrowings 7 (545) (1,354) Lease liabilities 7 (5) (6) Provisions for liabilities andcharges 9 (2) (2) Retirement benefit liabilities 10 (47) (58) Financial derivatives 8 (20) – Deferred tax liabilities 4 – (28) (619) (1,448) TOTALLIABILITIES (1,237) (1,542) NETASSETS 2,906 2,327 SHAREHOLDERS' EQUITY Called up share capital 11 136 149 Share premium account 11 365 363 Capital redemption reserve 11 19 6 Other reserves 11 181 181 Profit and loss account 11 2,205 1,628 TOTAL EQUITY 2,906 2,327 The Company's profit for the period was £1,257m (FY2021: £2m loss). The accounts on pages 171 to 179 were approved by the Board of Directors on 22 September 2022 and were signed on its behalf by: Paul KeelClare Scherrer CHIEF EXECUTIVE OFFICERCHIEF FINANCIAL OFFICER Smiths Group plc – registered number 137013 SMITHS GROUP PLC COMPANY ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 171 ![]() #### Company statement of changes in equity Share capital £m Share premium £m Capital redemption reserve £m Other reserves £m Retained profit £m Shareholders’ equity £m At 31 July 2021 149 363 6 181 1,628 2,327 Profit for the year ––––1,2571,257 Other comprehensive income: – re-measurement of retirement benefits –––– (23)(23) – taxation recognised on retirement benefits ––––66 Totalcomprehensive income forthe year –––– 1,2401,240 Transactions with owners: Issue of new equity shares –2–––2 Purchase of shares by Employee Benefit Trust –––– (16)(16) Proceeds received on exercise of employee share options ––––11 Shares purchased undera buyback programme (13) – 13 – (511)(511) Dividends paid to equity shareholders –––– (150)(150) Share-based payment –––– 1313 Total transactions with owners recognised in equity (13) 2 13 – (663) (661) At 31 July 2022 136 365 19 181 2,205 2,906 Share capital £m Share premium £m Capital redemption reserve £m Other reserves £m Retained profit £m Shareholders’ equity £m At 31 July 2020 149 361 6 181 1,812 2,509 Profit for the year –––– (2)(2) Other comprehensive income: – re-measurement of retirement benefits –––– 1212 – taxation recognised on retirement benefits –––– (6)(6) Totalcomprehensive income forthe year ––––44 Transactions with owners: Issue of new equity shares –2–––2 Purchase of shares by Employee Benefit Trust –––– (16)(16) Dividends paid to equity shareholders –––– (185)(185) Share-based payment –––– 1313 Total transactions with owners recognised in equity –2–– (188)(186) At 31 July 2021 149 363 6 181 1,628 2,327 SMITHSGROUP PLCCOMPANY ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 172 ![]() #### Company accounting policies #### Basis of preparation These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (‘FRS 101’). In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international accounting standards (‘Adopted IFRSs’), but makes amendments where necessary in order to comply with Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken. These accounts have been prepared on a going concern basis and under the historical cost convention modified to include revaluation of certain financial instruments, share options and pension assets and liabilities held at fair value. As permitted by Section 408(3) of the Companies Act 2006, the Company’s income statement and statement of comprehensive income have not been presented. As permitted by Section 408(2), information about the Company’s employee numbers and costs is not presented. #### Going concern The Directors are satisfied that the Group, (of which the Company is the holding company) has adequate resources to continue to operate for a period not less than 12 months from the date of approval of the financial statements and that there are no material uncertainties around their assessment. Accordingly, the Directors continue to adopt the going concern basis of accounting. Details of the going concern assessment for the Group are provided in the accounting policies note of the consolidated financial statements. #### Exemptions from the requirements of IFRS applied in accordance with FRS 101 The following exemptions from the requirements of IFRS have been applied in the preparation of these financial statements, in accordance with FRS 101: – Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based payment’ (details of the number and weighted-average exercise prices of share options, and how the fair value of goods or services received was determined) – IFRS 7,‘Financial Instruments: Disclosures’ – Paragraphs 91 to 99 of IFRS 13, ‘Fair value measurement’ (disclosure of valuation techniques and inputs used for fair value measurement of assets and liabilities). – Paragraph 38 of IAS 1, ‘Presentation of financial statements’ comparative information requirements in respect of: – paragraph 79(a)(iv) of IAS 1; – paragraph 73(e) of IAS 16 ‘Property, plant and equipment’; – The following paragraphs of IAS 1, ‘Presentation of financial statements’ – 10(d) (statement of cash-flows), – 16 (statement of compliance with all IFRS), – 38A (requirement for minimum of two primary statements, including cash flow statements), – 38B-D (additional comparative information), – 111 (cash flow statement information), and – 134-136 (capital management disclosures) – IAS 7, ‘Statement of cash-flows’ – Paragraph 30 and 31 of IAS 8 ‘Accounting policies, changes in accounting estimates and errors’ (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective) – Paragraph 17 of IAS 24, ‘Related party disclosures’ (key management compensation) – The requirements in IAS 24, ‘Related party disclosures’ to disclose related party transactions entered into between two or more members of a group. – The requirements of paragraphs 52 and 58 of IFRS 16 Leases SMITHSGROUP PLCCOMPANY ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 173 ![]() #### Significant judgements, key assumptions and estimates The preparation of the accounts in conformity with generally accepted accounting principles requires management to make estimates and judgements that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accounts and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. The key sources of estimation uncertainty together with the significant judgements and assumptions used in these Parent Company financial statements are set out below. #### Sources of estimation uncertainty Taxation The Company has recognised deferred tax assets of £66m (FY2021: £89m) relating to revenue losses brought forward. The recognition of these assets requires management to make significant estimates as to the ability to recover them against the unwind of other tax positions and forecast UK taxable profits of the tax group. Further detail on the Company’s deferred taxation position is included in note 4. Retirement benefits Determining the value of the future defined benefit obligation involves significant estimates in respect of the assumptions used to calculate present values. These include future mortality, discount rate and inflation. The Company uses previous experience and independent actuarial advice to select the values for critical estimates. A portion of the Company’s pension liabilities are insured via bulk annuity policies which broadly match the scheme obligation to identified groups of pensioners. These assets are valued by an external qualified actuary at the actuarial valuation of the corresponding liability, reflecting this matching relationship. The Company's principal defined benefit pension plans have been closed so that no future benefits are accrued. Critical estimates for these plans, and the effect of variances in these estimates, are disclosed in note 8 to the consolidated financial statements. #### Significant judgements made in applying accounting policies Taxation As stated in the previous section 'Sources of estimation uncertainty', the Company has recognised deferred tax assets of £66m (FY2021: £89m) relating to revenue losses brought forward. The decision to recognise deferred tax assets requires judgement in determining whether the Company will be able to utilise historical tax losses in future periods. It has been concluded that there are sufficient taxable profits in future periods to support recognition. Retirement benefits At 31 July 2022 the Company has recognised £309m of retirement benefit assets (FY2021: £546m), which arises from the rights of the employers to recover the surplus at the end of the life of the scheme. The recognition of this surplus is a significant judgement. There is judgement required in determining whether an unconditional right of refund exists based on the provisions of the relevant trust deed and rules. Having taken legal advice with regard to the rights of the Company under the relevant Trust deed and rules, it has been determined that the surplus is recoverable by the Company and therefore can be recognised. If the pension schemes were wound up while they still had members, the schemes would need to buy out the benefits of all members. The buyouts would cost significantly more than the carrying value of the scheme liabilities within these financial statements which are calculated in accordance with IAS 19: Employee benefits. #### Foreign currencies Foreign currency transactions are recorded at the exchange rate ruling on the date of transaction. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the retranslation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in the profit and loss account. #### Leases At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term, which includes periods covered by renewal options the Company is reasonably certain to exercise. In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date. The Company recognises right of use assets at the commencement date of the lease. Right of use assets are measured at cost including the amount of lease liabilities recognised and initial direct costs incurred, less any incentives granted by the lessor. Right of use assets are subject to impairment and are depreciated over the shorter of the lease term and the useful life of the right of use asset. The Company has a buildings lease with a term of seven years. Other leases with lease terms of 12 months or less and leases of office equipment with low value (typically below £5,000) are recognised as an expense on a straight-line basis over the lease term with the Company having applied ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions. SMITHSGROUP PLCCOMPANY ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 174 ![]() #### Investments in and loans to Group companies The Company’s investments in shares in Group companies are stated at cost less provision for impairment. Any impairment is charged to the profit and loss account as it arises. The recoverability of intercompany loans is assessed applying the methodology of IFRS 9 by looking at the credit quality of the subsidiary and any support available to the entity. These calculations require the use of estimates including projected future cash-flows and other future events. The application of the expected credit loss model has not had a material impact on the Company's loan receivables provisioning position. #### Financial instruments The policies disclosed in the Group accounting policies on pages 108 to 115 for recognition, measurement and presentation of financial instruments are applied in the Company accounts. #### Taxation Deferred tax is provided using the balance sheet liability method. A deferred tax asset is recognised where it is probable that future taxable income will be sufficient to utilise the available relief. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. #### Provisions Provisions for disposal indemnities, restructuring costs, property dilapidations and legal claims are recognised when: the Company has a legal or constructive obligation as a result of a past event; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are discounted where the time value of money is material. #### Retirement benefits The Company has both defined benefit and defined contribution plans. The policies disclosed in the Group accounting policies on pages 108 to 115 for recognition, measurement and presentation of retirement benefits are applied in the Company accounts. Note 8 to the consolidated accounts explains the valuation basis for the Company's retirement benefit schemes assets and liabilities. #### Share-based payment The Company operates a number of equity-settled and cash-settled share-based compensation plans. The fair value of the shares or share options granted is recognised over the vesting period to reflect the value of the employee services received. The charge relating to grants to employees of the Company is recognised as an expense in the profit and loss account and the charge for grants to employees of other Group companies is recognised as an investment in the relevant subsidiary. The fair value of options granted, excluding the impact of any non-market vesting conditions, is calculated using established option pricing models, principally binomial models. The probability of meeting non-market vesting conditions, which include profitability targets, is used to estimate the number of share options that are likely to vest. For cash-settled share-based payment schemes, a liability is recognised based on the fair value of the payment earned by the balance sheet date. For equity-settled share-based payment schemes, the corresponding credit is recognised directly in reserves. #### Dividends Dividends are recognised as a liability in the period in which they are authorised. The interim dividend is recognised when it is paid and the final dividend is recognised when it has been approved by shareholders at the Annual General Meeting. SMITHSGROUP PLCCOMPANY ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 175 ![]() #### Notes to the Company accounts #### 1 Audit fee and directors emoluments The audit fee paid to KPMG LLP for the Parent Company was £0.1m (FY2021: £0.1m). Directors' emoluments in the year amounted to £4m (FY2021: £5m). Further information is in the Remuneration & People Committee Report on pages 75 to 88. #### 2 Right of use assets Properties £m Cost or valuation At 31 July 2020 8 At 31 July 2021 8 At 31 July 2022 8 Depreciation At 31 July 2020 1 Charge for the year 1 At 31 July 2021 2 Charge for the year 1 At 31 July 2022 3 Net book value at 31 July 2022 5 Net book value at 31 July 2021 6 Net book value at 31 July 2020 7 #### 3 Investments and loans due from subsidiaries Shares in subsidiary undertakings £m Loans due from subsidiaries £m Total £m Cost or valuation At 31 July 2020 2,410 869 3,279 Foreign exchangeratemovements – (74)(74) Contribution through share options 9–9 Decrease in advances due from subsidiaries – (183)(183) At 31 July 2021 2,419 612 3,031 Foreign exchangeratemovements – 2121 Contribution through share options 8–8 Decrease in advances due from subsidiaries – (71) (71) At 31 July 2022 2,427 562 2,989 Provision for impairment At 31 July 2020, 31 July 2021 and 31 July 2022 516 Net book value at 31 July 2022 2,422 561 2,983 Net book value at 31 July 2021 2,414 611 3,025 Net book value at 31 July 2020 2,405 868 3,273 Loans due to subsidiaries are offset against loans due from subsidiaries to the extent that there is a legal right of set off and an intention to settle the balances net. At 31 July 2022 £1,664m of loans payable are offset against loans receivable (FY2021: £2,790m). The Company has large offsetting loan balances because it uses loans to reduce its foreign currency exposures and separately monitor net cash generated from trading activities. The Company’s subsidiaries are largely held according to business lines by the following holding companies, which are incorporated in England: Smiths Group International Holdings Limited Smiths Detection Group Limited John Crane Group Limited Flex-Tek Group Limited Smiths Interconnect Group Limited SMITHSGROUP PLCCOMPANY ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 176 ![]() The principal subsidiaries and their countries of incorporation are: England Smiths Detection – Watford Ltd John Crane UK Limited Other Smiths Detection Germany GmbH (Germany) Smiths Detection (Asia-Pacific) Pte Ltd (Singapore) John Crane Middle East FZE (UAE) John Crane Technology (Tianjin) Co Limited (China) John Crane Saudi Arabia Ltd (Saudi Arabia) John Crane Canada Inc (Canada) United States Smiths Detection, Inc. John Crane, Inc. Titeflex Corporation Flexible Technologies, LLC. Tutco, LLC. Royal Metal Products, LLC Smiths Interconnect Americas, Inc Smiths Interconnect, Inc Kreisler Manufacturing Corp Smiths Tubular Systems – Laconia Inc Of the companies above, Smiths Group International Holdings Limited is 100% owned directly by the Company. The others are 100% owned through intermediate holding companies. Shareholdings are of ordinary shares or common stock. All of the above subsidiaries operate in their country of incorporation. See pages 180 to 188 for a complete list of subsidiary undertakings. #### 4 Deferred tax assets and liabilities The Company has recognised the following deferred tax assets and liabilities: Share- based payment £m Retirement benefit obligations £m Losses carried forward £m Other £m Total £m At 31 July 2020 3 (88) 722 (11) (Charge)/credit to incomestatement – (29) 17 1 (11) Charge to equity – (6) –– (6) At 31 July 2021 3 (123) 89 3 (28) (Charge)/credit to incomestatement (2) 51 (23)(3) 23 Charge to equity (1) 6––5 At 31 July 2022 – (66) 66 –– The Company is part of a UK tax group including all its UK-based subsidiaries. The Company has recognised deferred tax assets of £66m (FY2021: £89m) relating to revenue losses brought forward. The recognition of these assets is dependent on the ability to recover them against the unwind of other tax positions and forecast UK taxable profits of the tax group. The treatment of these assets is reviewed at each reportingdate. As at 31 July 2022 the Company has unrecognised deferred tax assets relating to losses of £142m (FY2021: £nil). In June 2021, it was announced that from 1 April 2023, there would be an increase in the rate of UK corporation tax from 19% to 25%. Deferred tax, as at 31 July 2022 has been calculated at the 25% rate. #### 5 Trade and other receivables 31 July 2022 £m 31 July 2021 £m Amounts owed by subsidiaries 61 51 Other receivables 1 1 62 52 #### 6 Trade and other payables 31 July 2022 £m 31 July 2021 £m Amounts owed to subsidiaries 58 56 Term loans due within one year 504 – Other creditors 15 21 Accruals and deferred income 11 14 588 91 SMITHSGROUP PLCCOMPANY ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 177 ![]() #### 7 Borrowings and net debt 31 July 2022 £m 31 July 2021 £m Cash at bank 10 20 Short-term deposits 760 138 Cash and cash equivalents 770 158 Lease liabilities falling due within one year (1) (1) Lease liabilities falling due after one year (5) (6) Term loans falling due within one year (504) (23) Term loans falling due after one year (545) (1,354) Borrowings (1,055) (1,384) Net debt (285) (1,226) Term loans and lease liabilities The currency and coupons for the term loans are disclosed in note 18 of the Group accounts. 31 July 2022 £m 31 July 2021 £m Less than one year 505 24 Between one and two years 1 290 Between two and five years 548 516 Greater than five years 1 554 Smiths Group plc term loans and lease liabilities 1,055 1,384 See the liquidity risk disclosures in note 19 in the Group accounts for information on the cash and borrowing facilities available to the Group. Smiths has Revolving Credit Facilities of $800m maturing on 1 November 2024. #### 8 Derivatives The tables below set out the nominal amount and fair value of derivative contracts held by the Company: At 31 July 2022 Contract or underlying nominal amount £m Fairvalue Assets £m Liabilities £m Net £m Foreign exchangecontracts (not hedge accounted) 593 9 (9) – Cross-currency swaps (fair value and net investment hedges) 615 –(40)(40) Interest rate swaps (fair value hedges) –––– Total financial derivatives 1,208 9 (49) (40) Balance sheet entries Non-current –(20)(20) Current 9 (29) (20) Total financial derivatives 9 (49) (40) At 31 July 2021 Contract orunderlying nominal amount £m Fair value Assets £m Liabilities £m Net £m Foreign exchangecontracts (not hedge accounted) 3252 (2) – Currency swaps (fair value and net investment hedges) 539 72 – 72 Interest rate swaps (fair value hedges) 108 3–3 Total financial derivatives 972 77 (2) 75 Balance sheet entries Non-current 75 – 75 Current 2 (2) – Total financial derivatives 77 (2) 75 Derivatives, including forward exchange contracts, currency swaps, interest rate instruments and embedded derivatives are Level 2 fair value instruments and are valued at the net present value of the future cash-flows calculated using market data at the balance sheet date (principally exchange rates and yield curves). The debit to the income statement arising from change in fair value in the year was £28m (FY2021: £5m). #### 9 Provisions for liabilities and charges At 31 July 2021 £m Charged against profit £m Utilisation £m At 31 July 2022 £m Disposals 2 –– 2 The closing disposal provision relates to warranties and other obligations in respect of a past disposal and is expected to be utilised within the next five years. SMITHSGROUP PLCCOMPANY ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 178 ![]() #### 10 Post-retirement benefits The Company is the principal employer for the two major defined benefit plans in the UK. The Company is accounting for all the UK defined benefit schemes (funded andunfunded) and virtually all of the post-retirement healthcare schemes. The retirement benefit assets and liabilities comprise: 31 July 2022 £m 31 July 2021 £m Market value of scheme assets 3,067 4,104 Present value of funded scheme liabilities (2,738) (3,558) Surplus restriction (20) – Surplus 309 546 Unfunded pension plans (43) (54) Post-retirement healthcare (4) (4) Present value ofunfunded obligations (47) (58) Net pensionasset 262 488 Retirement benefit assets 309 546 Retirement benefit liabilities (47) (58) Net pensionasset 262 488 See the disclosures for UK schemes in note 8 to the consolidated accounts for the circumstances of the major schemes, risk management, principal assumptions, assets and liabilities and the funding position of the two major schemes. #### 11 Share capital and reserves Share capital Number of shares Issued capital £m Consideration £m Ordinary shares of 37.5p each Total share capital at 31 July 2020 396,211,180 149 Issue of new equity shares – exercise of share options 165,934 –2 Total share capital at 31 July 2021 396,377,114 149 Shares purchased under abuyback programme (34,152,897) (13) Issue of new equity shares – exercise of share options 131,942 –2 Total share capital at 31 July 2022 362,356,159 136 At 31 July 2022, all of the issued share capital was in free issue. All issued shares are fully paid. See note 9 to the consolidated accounts for information about share schemes, including total shares under options and options exercisable at the balance sheet date. During the year, the Company received £3m (FY2021: £2m) on the issue of shares in respect of the exercise of options awarded under various share option schemes. Smiths Industries Employee Benefit Trust The retained earnings include the purchase of Smiths Group plc shares by the Smiths Industries Employee Benefit Trust, and the issue of these shares upon the exercise of share options. The consideration paid was £16m (FY2021: £16m) and £3m (FY2021: £2m) was received, £2m from the issue of new shares (FY2021: £2m) and £1m (FY2021: £nil) directly to the Employee Benefit Trust. At 31 July 2022 the Trust held 618,662 (FY2021: 326,364) ordinary shares. Distributable profits The Company’s profit and loss reserve of £2,205m (FY2021: £1,628m) includes £1,328m (FY2021: £638m) of distributable profits. See note 26 in the Group accounts for a discussion of capital management and the factors which the Board considers when proposing dividends. Other reserves Other reserves arose from the cancellation of the share premium arising from an equity-funded acquisition in the year ended 30 July 1988. Differential between consolidated and parent Company net assets The Group's consolidated balance sheet shows net assets that are £185m lower (FY2021: £96m higher) than the net assets shown on the Parent Company's balance sheet. This deficit principally arose in 2007 when the Group returned £2.1bn of capital to shareholders, creating a net asset deficit of £1.9bn. Earnings retained within the Group have subsequently reduced this deficit. The current year reversal has arisen from the dividend paid to the Company by Smiths Group International Holdings Ltd following the sale of the Medical business. #### 12 Contingent liabilities The Company has provided guarantees and arranged letter of credit facilities to support the Group’s pension plans. The current amount outstanding under letters of credit is £56m (FY2021: £54m). The Company has guaranteed the US$800m revolving credit facility available to a subsidiary. #### 13 Post Balance Sheet Event Details of the proposed final dividend announced since the end of the reporting period are given in note 25 to the Group consolidated financial statements. SMITHSGROUP PLCCOMPANY ACCOUNTS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 179 ![]() A full list of the Group’s related undertakings as at 31 July 2022 is provided below. The entities are grouped by the country in which they are incorporated and details of their registered office address, classes of shares and ownership is disclosed. Related undertakings include subsidiaries, associated undertakings, joint ventures and associates. Name Security Direct(%)Total(%) UNITED KINGDOM 11-12 St James’s Square, London, SW1Y 4LB Air Log Limited Ordinary 100 EIS Group Plc Ordinary 100100 Flex-Tek Group Limited Ordinary 100 Flightspares Limited Ordinary 100100 Francis Shaw And Company (Manchester) Limited Ordinary 100 Francis Shaw PLC37% 2nd Pref Ordinary; 5.25% Cum Pref; Dif;Ordinary 100 Graseby Limited Ordinary 100100 Roof Units (Group) Limited Ordinary 100100 S.I. Pension Trustees Limited Ordinary 100100 SI Properties Limited Ordinary 100100 SITI1Limited Common 100 Smiths Aerospace Components Tyseley Limited Ordinary 100100 Smiths Aerospace Gloucester Limited Ordinary; Ordinary A 100 Smiths Finance Limited Ordinary; RDM 100 Smiths Group Finance EU Limited Ordinary 100 Smiths Group Finance US Limited Ordinary 100 Smiths Group Innovation Limited Ordinary 100 Smiths Group InternationalHoldings Limited Ordinary 100100 Smiths Industries Limited 7% Non Cum Pref; Ordinary 100100 Smiths Nominees Limited Ordinary 100100 Smiths Wolverhampton Limited Ordinary 100 Sovos Limited Ordinary 100 TI Corporate Services Limited Ordinary 100100 TI Group Limited Ordinary 100100 Tigrup No. 7 Limited Ordinary 100100 Tigrup No. 14 Limited Ordinary 100 XDG Limited Ordinary 100100 XDG Services Limited Ordinary 99 29 Dunsinane Avenue, Dundee, DD23QF Flexible Ducting Limited Ordinary 100 Trak Microwave Limited Ordinary 100 54 Hagley Road, Edgbaston, Birmingham, B16 8PE CVE Trustee Limited Ordinary 100100 SmithsPensionsLimited Ordinary 99 100 TI Pension Trustee Limited Limited By Guarantee 100 Abercanaid, Merthyr Tydfil, Mid Glamorgan, CF48 1UX Amnitec Hose Limited Ordinary 100 Amnitec Limited Ordinary 100 Brooklyn House, 44 Brook Street, Shepshed, Loughborough, LE12 9RG Gastite Systems Limited Ordinary 100 Buckingham House, 361-366 Buckingham Avenue,Slough, Berkshire, SL14LU Flexibox International Limited Ordinary 100 John Crane Group Limited Ordinary 100 John Crane Investments Limited Ordinary 100 John Crane UK Limited Ordinary 100 Project Sugar Limited Ordinary 100 Smiths Business Information Services Limited Ordinary 100 Century House, Maylands Avenue, Hemel Hempstead, Hertfordshire, HP2 7DE Smiths Detection Group Limited Ordinary 100 Smiths Detection Investments Limited Ordinary 100 SmithsDetectionLimited Ordinary 100100 SmithsDetection-Watford Limited Ordinary 100 Smiths Heimann Limited Ordinary 100100 No 1Exchange, MarketStreet, Aberdeen, Scotland John Crane Asset Management Solutions Limited Ordinary 100 SUBSIDIARY UNDERTAKINGS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 180 ![]() Name Security Direct(%)Total(%) Unit 130 Centennial Park, Elstree, Hertfordshire, WD6 3TJ Hypertac Limited Ordinary 100 Smiths Industries Industrial Group Limited Ordinary 100 Smiths Interconnect Group Limited Ordinary 100 ANGOLA Rue Kwamme Nkrumah, Torres Impor-Africa, 3 Andar, Apt A, Luanda John Crane (Angola) Prestacao De Services Ltd Ordinary 100 ARGENTINA Av. Leandro N.Alem 1110,13 Floor,Baker Mackenzie Office, Buenos Aires John Crane Argentina SA Common 100 TI Group Automotive Systems (Argentina) SA Ordinary 100 AUSTRALIA 549 – 551, Somerville Road, Sunshine, Melbourne, VIC 3020 FlexiboxPty Limited Ordinary 100 John Crane Australia Pty Limited Ordinary 100 Botany Grove Estate Unit 5, 14A Baker Street, Botany, NSW 2019 Smiths Detection (Australia) Pty Ltd Ordinary 100 AZERBAIJAN REPUBLIC 32, Dostluq Street, Salyan Highway PO Box AZ1023, Baku John Crane Baku LLC Ordinary 100 BELGIUM Glasstraat 37, Antwerpen, 2170 John Crane Belgium NV Ordinary 100 BRAZIL Rua Tabapoã, 422, 10th floor, conj. 101, Itaim Bibi, 04533-001 Smiths Detection Brasil Comérico De EquipamentosLtda Common 100 Industrial District of The City of Rio Claro, State of São Paulo, AV. Brasil Number 4.700, CEP 13505-600 Smiths Brasil Ltda Ordinary 100 CANADA 423, Green North Road, Stoney Creek, Ontario, L8E 3A1 John Crane Canada Inc Common 100 3700, Stock Exchange Tower, P.O. Box 242, 800 Place Victoria, Montreal, PQ, H4Z 1E9 Smiths Detection Montreal Inc. Class A Shares; Class B Shares 100 4610, Eastgate Parkway, Unit 3, Mississauga, Ontario, L4W 3W6 FlexibleTechnologies(Canada)Ltd. Ordinary 100 16771, Sainte Marie Rd, Kirkland, Quebec, H9H 5H3 Smiths Interconnect Canada Inc Common Shares 100 CHILE Americo Vespucio 2542, Complejo Empresarial El Cortijo, Conchali, Santiago John Crane Chile SA Ordinary 100 CHINA No. 1, Lane 65, Huanlong Road, Pudong New District, Shanghai Smiths (Shanghai) Management Co., Ltd Ordinary 100 No. 7, Factory Building, Maqiao Industrial Square, Changshu Economic Development Zone,Changshu, Jiangsu215536 Changshu Flex-Tek Thermal Fluid Systems Manufacturer Co. Ltd Ordinary 100 No.9, No. 1, Haitai Huake Road, Huayuan Industrial District (Outside The Ring), Binhai Hi-Tech, Industrial Park, Tianjin John Crane Technology (Tianjin) Co Limited Ordinary 100 No. 14 Unit, No. 78, XingLin Road, Suzhou Industrial Park, Suzhou 215026 Antares Advanced Test Technologies (Suzhou) Co. Ltd Ordinary 100 No. 120, SanjiangAvenue, EconomicDevelopment Zone, Mianyang, Sichuan Province Huafeng Smiths Interconnect (Sichuan) Co., Ltd Ordinary 60 Room 923B, No 55, Xili Road, Shanghai, (China) Pilot Free Trade Zone SMO Detection Equipment (Shanghai) Co., Ltd Ordinary 100 Room 1668, No. 14F Floor 3 Datong Building, Huanghe Avenue, Nankai District, Tianjin John Crane China Co Limited Ordinary 100 SUBSIDIARY UNDERTAKINGS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 181 ![]() Name Security Direct(%)Total(%) COLOMBIA Calle 46A No 82-54 Int 14, Parque Empresarial San Cayetano, Bogota John Crane Colombia SA Ordinary 100 COSTA RICA 33rd St. Number 777 Barrio Francisco Peralta, Central Avenue & 8th, San Jose Smiths Interconnect Sociedad Anonima Ordinary 100 CZECH REPUBLIC Jana Sigmunda 78, Lutin, 78349 John Crane A.S. Ordinary 100 DOMINICAN REPUBLIC Calle El Recodo, #2 Bella Vista, Santa Domingo John Crane Dominicana SA Ordinary 100 EGYPT 139, Mogamaa El Masanea Street, El Amireya, Cairo John Crane Egypt Llc Ordinary 100 John Crane Egypt Sealing Systems Llc Ordinary 99 Nile City Towers, North Tower, 22nd Floor, Ramlet Boulaq, Nile Cournich, Cairo Detection TechnologiesEgypt Quotas 100 FINLAND PO Box 10, Punasillantie 15, Muurame, 40950 John Crane Safematic Oy Ordinary 100 FRANCE 22, Avenue MauriceChevalier, 77833 Ozoir-La-Ferriere, Paris Titeflex Europe S.A.S. Ordinary 100 31Rue Isidore Maille, Saint-Aubin-Les-Elbeuf, 76410 HypertacS.A. Ordinary 100 36 Rue Charles Heller, Vitry Sur Seine, F-94400 Smiths Detection France S.A.S. Shares 100 114, Rue Jules Ferry, B.p.35, Deville-Les-Rouen, 76250 John Crane France S.A.S. Ordinary 100 T I S A (France) Ordinary 100 GERMANY Am Zirkus 2, Berlin, 10117 John Crane Filtration Technologies GmbH Ordinary 100 Gewerbestraße 15 a, Graben, 86836 Gastite Systems Deutschland GmbH Ordinary 100 Im Herzen 4, Wiesbaden, 65205 Smiths Detection GmbH Shares 100 Smiths Detection Germany GmbH Ordinary 100 Neckarweg 3, Vellmar, 34246 Herkules Holding GmbH Ordinary 100 Seebach GmbH Ordinary 100 Reepschlager Str., 10B, Lubeck, 23556 Flexschlauch Produktions GmbH Shares 100 Tolzer Strasse, 15 82031, Grunwald Zamor KG Ordinary 48 Ulrichsberger Strasse 17, Deggendorf, 94469 Hypertac GmbH Ordinary 100 Werner–Von–Siemens – Str.6, Fulda, 36041 John Crane GmbH Ordinary 100 GREECE 3 Stratigou Tobre Street, Municipality Of Agia Paraskevi, Athens, 153 42 John Crane Hellas – Engineered Sealing Systems Monoprosopi Epe Ordinary 100 GUERNSEY Level 5, Mill Court, La Charroterie, St Peter Port, GY1 1EJ Smiths Group Insurance Limited Ordinary 100 SUBSIDIARY UNDERTAKINGS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 182 ![]() Name Security Direct(%)Total(%) HONG KONG 4008-4009, 40/F, One Pacific Place, 88 Queensway Smiths Interconnect Group (HK) Limited Ordinary 100 Smiths Interconnect Hong Kong Co Limited Ordinary 100 Smiths Detection HongKong Limited Ordinary 100 HUNGARY 2040 Budaors, Gyar U. 2 John Crane Hungary Kft Ordinary 100 INDIA D-196 Okhla Industrial Area, Phase-1, New Dehli, 110020 Plenty India Limited Ordinary Shares 100 No 11, 1st Phase, Peenya, Industrial Area, Bangalore, 560058 John Crane Sealing Systems India Private Limited Ordinary 100 Smiths Interconnect India Private Limited Ordinary 100 No 38, Kiadb Industrial Area, Bangalor, 561203 STS Titeflex India Pvt Ltd Ordinary 100 Shirwal, Maharashtra 412801 Seebach Filter Solutions India Pvt Ltd Ordinary 100 Vardhman Crown Mall, Unit No. 300 3rd Floor, Sector 19 Dwarka, New Delhi 110075 Smiths Detection Systems Private LimitedClass A Equity Shares; Class B Equity Shares 100 INDONESIA Cilandak Commercial Estate Bldg 401A, Ji. KkoCilandak, Jakarta, 12560 PT John Crane Indonesia Ordinary 99 IRELAND Riverside One, Sir John Rogerson’s Quay, Dublin, D02X576 John Crane Pension Trustee (Ireland) Ltd Ordinary 100 Deloitte Offices, 6 Lapps Quay, Cork Smiths Detection Ireland LimitedOrdinary; Ordinary B; Ordinary D; Series C 100 T53/54, Shannon Industrial Estate, Shannon, Co. Clare John Crane (Ireland) Limited Ordinary 100 ITALY Via Da Bissone 7A, Genova, 16153 Hypertac SpA Ordinary 100 Via Giotto 3, Muggio, 20835 John Crane Italia SpA Ordinary 100 Smiths Detection Italia srl Quota Value of Shares 100 Smiths Group Italia Srl Ordinary 100 JAPAN 1-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo Smiths Detection Japan Gk Cash Contribution 100 2222, Kamitoyama Ritto City, Ritto-Shi, Shiga-Ken John Crane Japan Inc Ordinary 70 KAZAKHSTAN Atyrau Region,Gatyrau, Station KArabathan, House Production Site 14, 060000 John Crane Kazakhstan Ordinary 100 KOREA, REPUBLIC OF Migeundong,WestgateTower15F, 70 Chungjeong-Ro,Seodaemun-Gu, Seoul John Crane Korea Co Ltd Ordinary 100 MALAYSIA 207, Jalan Tun Razak, Suite 13.03, 13th Floor, Menara Tan & Tan, Kuala Lumpur, 50400 Flexible Ducting Malaysia Sdn Bhd (in liquidation) Ordinary 100 Menara LGB, 1, Jalan Wan Kadir Taman Tun Dr Ismail, 60000 Kuala Lumpur, WPKL John Crane Malaysia Sdn Bhd Ordinary 100 Smiths Detection Malaysia Sdn Bhd Ordinary 100 SUBSIDIARY UNDERTAKINGS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 183 ![]() Name Security Direct(%)Total(%) MEXICO 679, Poniente152, Vallejo Delegacion Azcapotzalco, MexicoCity,2300 Industrias John Crane Mexico S.A. de C.V. Series A; Series B 100 Av. Primero De Mayo Lote 3 Edificio 1B, Prologis Park, Reynosa, 88780 Tutco De Mexico SRL de CV Ordinary 100 Carretera Ciudad Victoria Matamoros, Km.173+600, Solonia San Fernando Centro, Tamaulipas, San Fernando, CP 87600 John Crane Sociedad De Responsibilidad Limitada De Capital Variable Ordinary 100 Carretera Libre Antiguo Camino Tijuana 20221-B,Fideicomiso el Florido, Tijuana, Baja California, 22234 Smiths Interconnect Mexico S. de Rl de C.v.Equity Quotas 100 Paseo De La Reforma 505, Col, Cuauhtemoc, 6500, Ciudad De Mexico Smiths Detection Mexico S. de Rl de C.v. Partes Sociales 100 NETHERLANDS Abraham van Stolkweg 118, Rotterdam, 3041 JA Amnitec BV Ordinary 100 Bergen 9 – 17, Barendrecht, Zuid, 2993LR John Crane Holland BV Ordinary 100 Smiths Detection Benelux BV Ordinary 100 Buckingham House, 361-366 Buckingham Avenue,Slough, Berkshire, SL1 4LU, England Smiths Group Holdings Netherlands BV Ordinary 100 Hydrograaf 25, PO Box 442, 6900 Ak Zevenaar, Duiven, 6921 RS Indufil BV Ordinary 100 NEW ZEALAND Deloitte, Level 18, 80 Queen Street, Auckland 1010 Smiths Detection New Zealand Limited Ordinary 100 PERU Av. Guillermo Dansey 2124, Urbanizacion Industrial Conde, Lima John Crane Peru Sac Common Shares 100 POLAND 1327, ul. Bielska, Poland, 43-374 Buczkowi John Crane Poland Sp Z O.O. Ordinary 100 PUERTORICO 654 Plaza, Suite #933, 654 Munoz Rivera Ave, San Juan, 00918 John Crane Caribe Ltd Common Shares 100 RUSSIAN FEDERATION Room 501, Floor 5, bld.1, 5-104 Octyabrskaya Emb., St. Petersburg 193079 Smiths Detection Rus LLC Ordinary 100 B.savvinsky Per, D.11, Moscow, 119435 LLC John Crane Rus Ordinary 100 SAUDIARABIA Dammam Industrial City, Dammam, 3243 John Crane Saudi Arabia Ltd Ordinary 100 Building 7, Zone A, Airport road, Business Gate, P.O Box Riyadh 11683, 93597 Smiths Detection Saudi Arabia Ltd Shares 100 SINGAPORE 6 Shenton Way, OUE Downtown #26-00, 068809 John Crane Singapore Pte Limited Ordinary 100 20, Pasir Panjang Road, #13-26 Mapletree Business City, 117439 Smiths Connectors Asia Pte. Ltd. Ordinary 100 Smiths Detection (Asia Pacific) Pte. Ltd Ordinary 100 SLOVAKIA Dvorakovo nabrezie 10,Bratislava-mestska cast Stare Mesto, 811 02 John Crane Slovakia SRO Ordinary 100 SUBSIDIARY UNDERTAKINGS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 184 ![]() Name Security Direct(%)Total(%) SOUTH AFRICA 2, Jansen Road, Nuffield Industrial Sites, Springs Gauteng, 1559 Flexibox(Pty) Limited Ordinary 100 John Crane Pty Ltd Ordinary 100 SPAIN Cemento 1, Torrejon De Ardoz, Madrid John Crane Iberica SA Ordinary 100 SWEDEN Knivsta, 74180 Habia Teknofluor AB Shares 100 TeknofluorHolding AB Shares 100 Faltspatsgatan 4, Se-421 30 Vastra Frolunda John Crane Sverige AB Ordinary 100 SWITZERLAND Hohenrainstrasse 10,4133 Pratteln John Crane (Switzerland) AG Ordinary 100 TAIWAN 324-4, Fong-Jen Road, Renwu District, Kaohsiung City 814 John Crane Taiwan Co Ltd. Ordinary 100 THAILAND 9/311, 31st Floor,Um Tower, Ramkhamhaeng Road, Suanluang District, Bangkok John Crane (Thailand) Limited Ordinary; Pref 100 99/3Moo 5, Kingkaew Road, Tambol Rajatheva, Amphoe Bangplee, Samutprakarn Province, 10540 Smiths Detection (Thailand) Limited Pref;Ordinary 100 TUNISIA Zone Industrielle Route De Khniss, Monastir, 5000 Smiths Connectors Tunisia SARL Ordinary 100 TURKEY Istanbul Sariyer, Huzur Mahallesi, Ahmet Bayman Caddessi, Dis, Reklamcilik Apt No:17-19/1 John Crane Endustriyel Sizdirmazlik Sistemleri Ltd Ordinary 100 UNITED ARAB EMIRATES Building B10, Industrial Mussaffah, M44, Sector 15, Abu Dhabi Smiths Detection Security Systems Llc Shares 49 Dubai Airport Free Zone, PO Box 48225, Building No. 8WA (West Side), 401, Dubai Smiths Detection Middle East Fze Shares 100 S20113, Jebel Ali Free Zone, 61040 John Crane Middle East Fze Ordinary 100 UNITED STATESOF AMERICA 51 Growth Road, Laconia, NH, 03246 Lakes Region Tubular Products Inc. Common Stock 100 116, Pine Street, 3rd Floor, Suite 320, Harrisburg, PA 17101 Tutco,Llc Ordinary 100 180 Van Riper Avenue, Elmwood Park, NJ 07407 Kreisler Industrial Corp Common Stock 100 Kreisler Manufacturing Corp Common Stock 100 208 S. Lasalle Street, Suite 814, Chicago, IL, 60604 John Crane International Inc.Common Shares 100 815 Forestwood Drive, Romeoville, IL 60446 United Flexible, Inc. Common Stock 100 US Hose Corp Common Stock 100 2801 Red Dog Lane, Knoxville, TN 37914 Fulton Bellows LLC Limited Liability Company Interests 100 Corporation Service Company, 251 Little Falls Drive, Wilmington, DE, 19808 United Flexible Technologies, Inc. Common Stock 100 SUBSIDIARY UNDERTAKINGS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 185 ![]() Name Security Direct(%)Total(%) The Corporation Trust Company, 1209 Orange Street, Wilmington, DE, 19801 Asset And Intelligence Management Services, LLC Ordinary Stock 100 Flexible Technologies, LLC Ordinary Shares 100 Flex-Tek Group (US) LLC Ordinary 100 John Crane Group,Llc Ordinary 100 John Crane Inc Common; Preferred 100 John Crane USA, Inc Ordinary 100 MDII Investments LLC Ordinary 100 Powercam-Houdaille, Inc.Common Shares 100 Royal Metal Products, LLC Ordinary 100 Smiths Business Information Services, Inc. CommonStock 100 Smiths Detection International, Llc Equity Interests 100 Smiths Detection US Holdings, LLCLimited Liability Company Interests 100 Smiths Detection US, Llc Ordinary 100 Smiths Group Services Corp. Common Stock 100 Smiths Interconnect Americas, Inc. Common Stock 100 Smiths Interconnect, Inc. Common Stock 100 Smiths US Innovation LLC Ordinary 100 CT Corporation System, 9 Capitol Street, Concord, NH 03301 Smiths Tubular Systems-Laconia, Inc Ordinary Shares 100 CT Corporation System, 155 Federal Street, Suite 700, Boston, MA 02110 Titeflex Commercial, Inc. Ordinary 100 One Corporate Center, Hartford, CT 06103-3220 Titeflex Corporation Ordinary 100 The Corporation Trust Company of Nevada, 701 S Carson Street, Suite 200, Carson City, NV, 89701 Smiths Detection IncCommon Stock 100 VENEZUELA Carretera Vía A Perijá, Km 8 ½, Avenida 50, Local N° 185-72, Zona Industrial ElSilencio, Maracaibo, 4001 John Crane Venezuela CAClass A; Class B; Common 100 ASSOCIATES RUSSIAN FEDERATION 28, Academica Vedeneeva Street, Perm, Permskiy Region, 614038 Llc John Crane Iskra Ordinary 50 #### Overseas branches The Company does not operate through any branches. Some Group subsidiary companies have established branch operations outside the UK. SUBSIDIARY UNDERTAKINGS 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 186 ![]() #### Financial calendar 2022 2023 (provisional) Announcement ofFY2022 Results 23 September Dividend Ex-Dividend Date 20 October Dividend Record Date 21 October Last DRIP Election Date 28 October Annual General Meeting 16 November Dividend Payment Date 18 November Announcement ofFY2023 Interim Results 24 March Interim Dividend Ex-Dividend Date 6 April Interim Dividend Record Date 11April Last DRIP Election Date 25 April Interim Dividend Payment Date 17 May FY2023 Financial Year End 31 July Announcement ofFY2023 Results September #### Registered Office Smiths Group plc 4th Floor 11-12St James’s Square London SW1Y 4LB, UK +44 (0)20 7004 1600 Incorporated in England & Wales Company No. 137013 www.smiths.com #### Registrars Our share register is maintained by Equiniti. If you have any questions about your Smiths shares, please contact Equiniti at: www.shareview.co.uk. Telephone: T: + 44 (0)371 384 2943 (in the UK) Textel: 0870 384 2255 Lines open 8:30am to 5:30pm (UK time), Monday to Friday (excluding public holidays in England and Wales) Write to: Equiniti Limited, Aspect House Spencer Road, Lancing, West Sussex, BN99 6DA Equiniti offer the Shareview portfolio service to investors; visit www.shareview.co.uk to register for an account. Through Shareview you can access information about your investments, including balance movements and indicative share prices, as well as practical help about transferring your shares or updating your personal details. #### Dividends Since November 2019 Smiths no longer issues dividend cheques. In order to have your dividends paid directly to your bank or building society account please contact Equiniti for a copy of the Bank Mandate Form, or register your nominated bank or building society account by visiting www.shareview.co.uk. By registering your account all future dividends will be paid securely by direct credit on the dividend payment date. Alternatively, Smiths offers a Dividend Reinvestment Plan. For more information please visit our website or contact Equiniti. #### Ordinary shares The market value of an ordinary share of the Company on 31 March 1982 for the purposes of capital gains tax was 136.875p (taking into account the sub-division of 50p shares into 25p shares on 14 January 1985 and the sub- division and consolidation of 25p shares into 37.5p shares on 18 June 2007). #### Annual General Meeting (AGM) The 2022 Smiths Group plc AGM will be held at 11.00am on Wednesday 16 November 2022 at Freshfields Bruckhaus Deringer, 100 Bishopsgate, London EC2P 2SR. The Notice of AGM is a separate document which is sent out at least 20 working days before the AGM and made available on our website. If you are in any doubt as to what action you should take in relation to the resolutions being proposed at the AGM, you are recommended to consult your stockbroker, bankmanager, solicitor,accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000. The meeting will be webcast and may be viewed online by registering on our website www.smiths.com. Shareholders who are unable to attend the AGM in person are encouraged to vote their shares by appointing a proxy and issuing voting instructions. Electronic and paper proxy appointments and voting instructions must be received by the Company’s Registrar not later than 48 hours before the AGM is held in order to be valid. Shareholders who are not CREST members can appoint a proxy and vote online by visiting www.sharevote.co.uk. CREST members, CREST personal members and other CREST-sponsored members should consult the CREST Manual or theirsponsor or voting service provider for instructions on electronic proxy appointment andvoting. SHAREHOLDER INFORMATION 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 187 ![]() #### Forward-looking statements This report contains certain forward-looking statements. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs and/or current expectations of Smiths Group plc (the 'Company') and its subsidiaries (together, the 'Group') and those of their respective officers, directors and employees concerning, amongst other things, the results ofoperations, financial condition, liquidity, prospects, growth, strategies and the businesses operated by the Group. Forward-looking statements can be identified by the use of forward-looking terminology, including terms such as "believes", "estimates","anticipates","expects","forecasts", "intends","plans", "projects", "goal", "target", "aim", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. By their nature, these statements involve uncertainty and are subject to known and unknown risks, including, without limitation, those discussed under the section titled ‘Principal risks and uncertainties’ in this report. Future events and circumstances can cause performance, results and developments to differ materially from those expressed, implied or anticipated. The past business and financial performance of the Group is not to be relied on as an indication of its future performance. The forward- looking statements reflect knowledge and information available at the date of preparation of this document and, unless otherwise required by applicable law, the Company undertakes no obligation to update or revise these forward-looking statements. Undue reliance should not be placed on such forward-looking statements. Nothing in this document should be construed as a profit forecast or be interpreted to mean that future earnings per share of the Company will necessarily match or exceed its historical published earnings per share. The Company and its Directors accept no liability to third parties. This document contains brands that are trademarks and are registered and/or otherwise protected in accordance with applicable law. Some of the products described in these materials are under development and are not available for sale, and we make no definitive claims about the final features or benefits of these products. 01OVERVIEW 02 STRATEGIC REPORT SMITHS GROUP PLC ANNUAL REPORT FY2022 03 GOVERNANCE 04FINANCIALSTATEMENTS 188 ![]() Designed and produced byRadley Yeldar www.ry.com This report was printed by Pureprint Group using their environmental print technology which minimises the negative environmental impacts of the printing process. Vegetable- based inks were used throughout and 99% of the dry waste and 95% of the cleaning solvents associated with this production were recycled. This report is printed on Revive 100, made from 100% FSC ® Recycled certified fibre sourced from de-inkedpost-consumer waste. The printer and the manufacturing mill are both credited with ISO 14001 Environmental Management Systems Standard and both are FSC ® certified. The mill also holds EMAS, the EU Eco-label. Revive 100 is a Carbon balanced paper which means that the carbon emissions associated with its manufacture have been measured and offset using the World Land Trust’s Carbon Balanced scheme. FSC ® – Forest Stewardship Council ® This ensures that there is an audited chain of custody from the tree in the well-managed forest through to the finished document in the printing factory. ISO 14001 A pattern of control for an environmental management system against which an organisation can be accredited by a third party. ![]() LSE: SMIN ADR: SMGZY SMITHS GROUP PLC 4th Floor 11-12 St James’s Square London SW1Y 4LB, UK +44 (0)20 7004 1600 www.smiths.com TO VIEW THIS REPORT ONLINE go to www.smiths.com/investors * Advanced Fact Viewer * Presentation * Calculation * Anchoring * Exact match Text block Display English Label Facts Loading... | Standard Label | Element Name | Value | Sign | Unit | Period | Scale | Decimal | Axis | Member | Doc | Period Type | Balance | Type | Reference | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | {{factList.Label}} {{factList.SecondaryLabel}} | {{factList.Sequence}} {{factList.TagName}}[Text Block] | {{factList.Value}} | {{factList.Sign == "-" ? 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