As filed with the Securities and Exchange Commission on February 20, 2018. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Or ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 Or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Or SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report ____________ For the transition period from N/A to N/A Commission file number: 001-14930 HSBC Holdings plc (Exact name of Registrant as specified in its charter) N/A United Kingdom (Translation of Registrant’s name into English) (Jurisdiction of incorporation or organisation) 8 Canada Square London E14 5HQ United Kingdom (Address of principal executive offices) Gavin A Francis 8 Canada Square London E14 5HQ United Kingdom Tel +44 (0) 20 7991 8888 Fax +44 (0) 20 7992 4880 (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Name of each exchange on which registered Ordinary Shares, nominal value US$0.50 each. London Stock Exchange Hong Kong Stock Exchange Euronext Paris Bermuda Stock Exchange New York Stock Exchange* American Depository Shares, each representing 5 New York Stock Exchange Ordinary Shares of nominal value US$0.50 each. 6.20% Non-Cumulative Dollar Preference Shares, Series A New York Stock Exchange* American Depositary Shares evidenced by American Depositary receipts, each representing one-fortieth of a Share New York Stock Exchange of 6.20% Non-Cumulative Dollar Preference Shares, Series A 5.10% Senior Unsecured Notes Due 2021 New York Stock Exchange 4.00% Senior Unsecured Notes Due 2022 New York Stock Exchange 4.875% Senior Unsecured Notes Due 2022 New York Stock Exchange 7.625% Subordinated Notes due 2032 New York Stock Exchange 7.35% Subordinated Notes due 2032 New York Stock Exchange 6.5% Subordinated Notes 2036 New York Stock Exchange 6.5% Subordinated Notes 2037 New York Stock Exchange 6.8% Subordinated Notes Due 2038 New York Stock Exchange 6.100% Senior Unsecured Notes due 2042 New York Stock Exchange 8.125% Perpetual Subordinated Capital Securities Exchangeable at the Issuer’s Option into Non-Cumulative New York Stock Exchange Dollar Preference Shares 8.00% Perpetual Subordinated Capital Securities Exchangeable at the Issuer’s Option into Non- New York Stock Exchange Cumulative Dollar Preference Shares, Series 2 4.250% Subordinated Notes due 2024 New York Stock Exchange 5.250% Subordinated Notes due 2044 New York Stock Exchange 4.250% Subordinated Notes due 2025 New York Stock Exchange 3.400% Senior Unsecured Notes due 2021 New York Stock Exchange 4.300% Senior Unsecured Notes due 2026 New York Stock Exchange Floating Rate Senior Unsecured Notes due 2021 New York Stock Exchange 2.950% Senior Unsecured Notes due 2021 New York Stock Exchange 3.600% Senior Unsecured Notes due 2023 New York Stock Exchange 3.900% Senior Unsecured Notes due 2026 New York Stock Exchange Floating Rate Senior Unsecured Notes due 2021 New York Stock Exchange 2.650% Senior Unsecured Notes due 2022 New York Stock Exchange Floating Rate Senior Unsecured Notes due 2022 New York Stock Exchange 4.375% Subordinated Notes due 2026 New York Stock Exchange 3.262% Fixed Rate/Floating Rate Senior Unsecured Notes due New York Stock Exchange 2023 3.033% Fixed Rate/Floating Rate Senior Unsecured Notes due New York Stock Exchange 2023 4.041% Fixed Rate/Floating Rate Senior Unsecured Notes due New York Stock Exchange 2028 Securities registered or to be registered pursuant to Section 12(g) of the Securities Exchange Act of 1934: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Securities Exchange Act of 1934: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: Ordinary Shares, nominal value US$0.50 each 20,321,372,907 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standards as issued by the U.S. GAAP Other International Accounting Standards Board If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No * Not for trading, but only in connection with the registration of American Depositary Shares. Connecting customers to opportunities HSBC aims to be where the growth is, enabling business to thrive and economies to prosper, and ultimately helping people to fulfil their hopes and realise their ambitions. Inside front cover image Dubai financial district. Our photo competition winners This report showcases five images taken by our employees around the world. The images were selected from more than 2,100 submissions to a Group-wide photography competition. Launched in June 2017, HSBC NOW Photo is an ongoing project that encourages employees to capture and share the diverse world around them with a camera. Contents This Strategic Report was approved Strategic Report 1a Forward-looking statements by the Board on 20 February 2018. An overview of how we are structured, and Certain defined terms 2 Highlights what we do and where, our strategic actions, 4 Group Chairman’s Statement the principal risks we face, and high-level 7 Group Chief Executive’s Review performance information. The section is 10 Our strategy introduced by both the Group Chairman 12 Strategic actions and the Group Chief Executive, and also 14 Financial overview Mark E Tucker explains the role of the Board. Group Chairman 18 Global businesses 22 How we do business 28 Risk overview 30 Remuneration None of the websites referred to in this Annual Report on Form 20-F for the year ended December 31, 2017 (the ‘Form Financial Review 32 Financial summary Detailed reporting of our financial performance, 64 Global businesses and 20-F’), including where a link geographical regions at Group level as well as within our matrix structure. is provided, nor any of the 87 Regulation and supervision It also includes our full risk report and reporting on information contained on such 93 Disclosures pursuant to section 13 (r) websites is incorporated by how we manage capital. of the Securities Exchange Act reference in the Form 20-F. 95 Risk 162 Capital Our values Our values define who we are as an organisation and make us distinctive. Corporate Governance 166 Corporate Governance Report Dependable Details of our Board of Directors and senior 167 Biographies of Directors and senior management management, and our approach to corporate We are dependable, 171 Board of Directors governance and remuneration. standing firm for what 172 Board committees is right and delivering 178 Internal control 179 Going concern on commitments. 179 Share capital and other disclosures 183 Employees Open 186 Directors’ Remuneration Report We are open to different ideas and cultures, and value diverse perspectives. Connected We are connected to our Financial Statements 210 Report of the Independent Our financial statements and related notes Registered Public Accounting customers, communities, Firm to the Board of Directors regulators and each other, and reports. and Shareholders of the HSBC caring about individuals Holdings plc 211 Financial Statements and their progress. 222 Notes on the Financial Statements As a reminder Reporting currency We use US dollars. Adjusted measures We supplement our IFRS Other Information 298 Shareholder information Important information for our shareholders, 306 Glossary of accounting terms figures with adjusted and US equivalents including contact information. Like any industry measures used by 307 2017 HSBC 20-F management internally. and company, we have our set of abbreviations reconciliations table These measures are and terminology.