As filed with the Securities and Exchange Commission on February 25, 201323, 2016

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 20-F

(Mark one)

OR

For the fiscal year ended December 31, 20122015

OR

OR

Commission file number 001-05146-01

KONINKLIJKE PHILIPS ELECTRONICS N.V.

(Exact name of Registrant as specified in charter)

ROYAL PHILIPS ELECTRONICS

(Translation of Registrant’s name into English)

The Netherlands

(Jurisdiction of incorporation or organization)

BreitnerPhilips Center, Amstelplein 2, 1096 BC Amsterdam, The Netherlands

(Address of principal executive office)

Eric Coutinho,Marnix van Ginneken, Chief Legal Officer & Secretary to the Board of Management

+31 20 59 77232, eric.coutinho@philips.com, Breitnermarnix.van.ginneken@philips.com, Philips Center, Amstelplein 2, 1096 BC Amsterdam, The Netherlands

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

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

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of class)

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:

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

Note-Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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.  x 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  x                 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:

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  x No

Contents

IFRSbasisofpresentation

The financial information included in this document is based on IFRS, as explained in note 1, Significant accounting policies, of this report, unless otherwise indicated.

Forward-lookingstatementsandotherinformation

Please refer to Forward-looking statements, of this report for more information about forward-looking statements, third-party market share data, fair value information, IFRS basis of preparation, use of non-GAAP information, statutory financial statements and management report, and reclassifications.

DutchFinancialMarketsSupervisionAct

This document comprises regulated information within the meaning of the Dutch Financial Markets Supervision Act(Wet (Wet ophetFinancieelToezicht).

Statutoryfinancialstatementsandmanagementreport

The chapters Group financial statements and Company financial statements contain the statutory financial statements of the Company. The introduction to the chapter Group financial statements sets out which parts of this Annual Report form the Management report within the meaning of Section 2:391 of the Dutch Civil Code (and related Decrees).

Significant developments

In September 2014, Philips announced its plan to sharpen its strategic focus by establishing two stand-alone companies focused on the HealthTech and Lighting opportunities respectively. We have established a stand-alone structure for Philips Lighting within the Philips Group effective February 1, 2016. We expect to be able to announce the separation of the Lighting business in the first half of 2016, subject to market conditions and other relevant circumstances. As previously stated, we are reviewing all strategic options for Philips Lighting, including an initial public offering and a private sale.

It should however be noted that the completion of the separation could take more time than originally planned or anticipated and that there is no certainty as to the method or timing of the separation of the Lighting business, which may expose Philips to risks of additional cost and other adverse consequences. For further information on specific risks involved in the separation please refer to chapter 7, Risk management, of this report.

The separation impacts all businesses and markets as well as all supporting functions and all assets and liabilities of the Group. With effect from Q1 2016 onwards Philips plans to report and discuss its financial performance on the basis of different reportable segments than the sectors currently presented and discussed in this Annual Report. For more details on the new segment reporting in 2016 and onwards, please refer to the introduction of chapter 6, Sector performance, of this report.

As announced on January 22, 2016, the agreement pursuant to which the consortium led by GO Scale Capital would acquire an 80.1% interest in the combined businesses of Lumileds and Automotive, has been terminated. Philips is now actively engaging with other parties that have expressed an interest in the businesses and will continue to report the Lumileds and Automotive businesses as discontinued operations (see note 3, Discontinued operations and other assets classified as held for sale).

Further updates will be provided in the course of 2016.

		Philips ArenaVision LED is the world’s first LED pitch lighting to meet the stringent requirements of international television broadcasters and sports federations, ensuring a fantastic match experience, both for the fans in the stadium and those watching at home. Increasingly, Philips is teaming up with hospital and health systems to understand their needs, provide integrated solutions, and engage in multi-year cooperation to drive improvements in terms of patient outcomes, quality of care delivery and cost productivity.

Contents

2      Annual Report 20122015

11										Corporate governance					114
11.1										Board of Management					114
11.2										Supervisory Board					118
11.3										General Meeting of Shareholders					122
11.4										Meeting logistics and other information					123
11.5										Investor Relations					126
11.6										Additional information					127
12										Group financial statements					131
12.1										Management’s report on internal control					132
12.2										Report of the independent auditor					132
12.3										Independent auditors’ reports on the consolidated financial statements and on internal control over financial reporting					133
12.4										Consolidated statements of income					135
12.5										Consolidated statements of comprehensive income					136
12.6										Consolidated balance sheets					137
12.7										Consolidated statements of cash flows					139
12.8										Consolidated statements of changes in equity					140
12.9										Notes					141
				Equity			178					General, sector and main countries information
				Long-term debt and short-term debt			180					Significant accounting policies			141
				Provisions			181					Information by sector and main country			152
				Other non-current liabilities			183					Discontinued operations and other assets classified as held for sale			154
				Accrued liabilities			183					Acquisitions and divestments			155
				Other current liabilities			183					Interests in entities			156
				Contractual obligations			183
				Contingent liabilities			184					Notes related to the income statement
				Cash from (used for) derivatives and securities			186					Income from operations			157
				Proceeds from non-current financial assets			186					Financial income and expenses			159
				Assets in lieu of cash from sale of businesses			186					Income taxes			160
				Pensions and other postretirement benefits			186					Earnings per share			163
				Share-based compensation			191
				Related-party transactions			194					Notes related to the balance sheet
				Information on remuneration			195					Property, plant and equipment			164
				Fair value of financial assets and liabilities			198					Goodwill			165
				Details of treasury risks			200					Intangible assets excluding goodwill			167
				Subsequent events			203					Other financial assets			168
												Other assets			169
12.12		Independent auditors’ report – Group					204
												Inventories			169
												Receivables			169
												Equity			169
												Debt			172
												Provisions			173
												Post-employment benefits			176
												Accrued liabilities			181
												Other liabilities			181
												Notes related to the cash flow statement
												Cash used for derivatives and current financial assets			182
												Purchase and proceeds from non-current financial assets			182
												Other notes
												Contractual obligations			182
												Contingent assets and liabilities			183
												Related-party transactions			186
												Share-based compensation			186
												Information on remuneration			189
												Fair value of financial assets and liabilities			192
												Details of treasury / other financial risks			195
												Subsequent events			199
13		Company financial statements					205			Company financial statements					200
13.1		Balance sheets before appropriation of results					206			Balance sheets before appropriation of results					201
13.2		Statements of income					207			Statements of income					202
13.3		Statement of changes in equity					207			Statement of changes in equity					202
13.4		Notes					208			Notes					203
												Net income			203
				Investments in affiliated companies			208					Audit fees			203
				Other non-current financial assets			208					Intangible assets			203
				Receivables			208					Financial fixed assets			203
				Shareholders’ equity			209					Other financial assets			204
				Long-term debt and short-term debt			210					Receivables			204
				Other current liabilities			210					Shareholders’ equity			204
				Net income			210					Debt			206
				Employees			210					Other current liabilities			206
				Contingent liabilities			210					Employees			206
				Audit fees			210					Contractual obligations and contingent liabilities not appearing in the balance sheet			206
				Subsequent events			210					Subsequent events			206
13.5		Independent auditor’s report - Company					211			Independent auditor’s report					207
14		Sustainability statements					212			Sustainability statements					213
14.1		Economic indicators					215			Economic indicators					219
14.2		EcoVision					216			Social statements					219
14.3		Green Operations					216			Environmental statements					231
14.4		General Business Principles					218			Independent Auditor’s Assurance Report					237
14.5		Supplier indicators					219			Global Reporting Initiative (GRI) table 4.0					238
14.6		Independent assurance report					224
14.7		Global Reporting Initiative (GRI) table					225
15		Reconciliation of non-GAAP information					232			Reconciliation of non-GAAP information					249
16		Five-year overview					237			Five-year overview					253
16.1										Five-year overview (condensed)					255
17		Investor Relations					238			Investor Relations					257
17.1		Key financials and dividend policy					238			Key financials and dividend					257
17.2		Share information					240			Share information					259
17.3		Philips’ rating					242			Philips’ rating					261
17.4		Performance in relation to market indices					243			Performance in relation to market indices					261
17.5		Philips’ acquisitions					246			Financial calendar					264
17.6		Financial calendar					247			Investor contact					264
17.7		Investor contact					247			Taxation					266
17.8		Taxation					249			New York Registry Shares					269
17.9		New York Registry Shares					253
18		Definitions and abbreviations					254			Definitions and abbreviations					270
19		Exhibits					257
19.1		Index of exhibits					257
19.2		Signatures					258
19.3		Exhibits					259
19.4		Exhibit 8 List of subsidiaries					260
19.5		Exhibit 12 (a) Certification					268
19.6		Exhibit 12 (b) Certification					269
19.7		Exhibit 13 (a)					270
19.8		Exhibit 13 (b)					271

Annual Report 20122015      3

4      Annual Report 20122015

Introduction

Introduction

This document contains among other things, information required for the annual reportAnnual Report on Form 20-F for the year ended December 31, 20122015 of Koninklijke Philips Electronics N.V. (the 20122015 Form 20-F.)20-F). Reference is made to the Form 20-F cross reference table herein. Only (i) the information in this document that is referenced in the Form 20-F cross reference table, (ii) this introduction, the cautionary statement concerning forward-looking statements“forward-looking statements” and explanation on use“use of non-GAAP informationinformation” on the next twothree pages and (iii) the Exhibits shall be deemed to be filed with the Securities and Exchange Commission for any purpose. Any additional information hereinin this document which is not referenced in the Form 20-F cross reference table, or the Exhibits themselves, shall not be deemed to be so incorporated by reference, shall not be part of the 20122015 Form 20-F and is furnished to the Securities and Exchange Commission for information only.

The terms “Philips”, the “Company”, “Group”, “we”, “our” and “us” refer to the CompanyKoninklijke (Royal) Philips N.V. and as applicable to its subsidiaries and and/or its interest in joint ventures and associates.

IFRS based information

The audited consolidated financial statements as of December 31, 20122015 and 2011,2014, and for each of the years in the three-year period ended December 31, 2012,2015, included in the 20122015 Form 20-F have been prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the European Union (EU). All standards and interpretations issued by the International Accounting Standards Board (IASB) and the IFRS Interpretations Committee effective year-end 20122015 have been endorsed by the EU, except that the EU did not adopt certain paragraphs of IAS 39 applicable to certain hedge transactions. Philips has no hedge transactions to which these paragraphs are applicable. Consequently, the accounting policies applied by Philips also comply fully with IFRS as issued by the IASB.

Non-GAAP information

In presenting and discussing the Philips Group’s financial position, operating results and cash flows, management uses certain non-GAAP financial measures such as: comparable growth; adjusted income from operations; net operating capital; net debt; cash flow before financing activities; net capital expenditures and free cash flow. These non-GAAP financial measures should not be viewed in isolation as alternatives to the equivalent IFRS measure and should be used in conjunction with the most directly comparable IFRS measure(s). Reference is made to the section titled “Use of non-GAAP information” for further information.

Third-party market share data

Statements regarding market share, contained in this document, including those regarding Philips’ competitive position, are based on outside sources such as specialized research institutes, industry and dealer panels in combination with management estimates. Where full year information regarding 20122015 is not yet available to Philips, thosemarket share statements may also be based on estimates and projections prepared by outside sources or management. Rankings are based on sales unless otherwise stated.

Fair value information

In presenting the Philips Group’s financial position, fair values are used for the measurement of various items in accordance with the applicable accounting standards. These fair values are based on market prices, where available, and are obtained from sources that are deemed to be reliable. Readers are cautioned that these values are subject to changes over time and are only valid at the balance sheet date. When quoted prices or observable market values do not exist, fair values are estimated using valuation models, which we believe are appropriate for their purpose. They require management to make significant assumptions with respect to future developments which are inherently uncertain and may therefore deviate from actual developments. Critical assumptions used are disclosed in the financial statements. In certain cases, independent valuations are obtained to support management’s determination of fair values.

Documents on display

It is possible to read and copy documents referred to in the 20122015 Form 20-F that have been filed with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms and their copy charges. Philips SEC filings are also publicly available through the SEC’s website atwww.sec.gov.

For definitions and abbreviations reference is made to chapter 18, Definitions and abbreviations, of this report.

Annual Report 20122015      5

Introduction

Forward-looking statements

Pursuant to provisions of the United States Private Securities Litigation Reform Act of 1995, Philips is providing the following cautionary statement.

This document, including the information referred to in the Form 20-F cross reference table, contains certain forward lookingforward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, in particular, among other statements, certain statements in Item 4 “Information on the Company” with regard to management objectives, market trends, market standing, product volumes, business risks, the implementation of our Accelerate! program, the statements in Item 8 “Financial Information” relating to legal proceedings, the statements in Itemitem 5 “Operating and financial review and prospects” with regardregards to trends in results of operations, margins overall market trends, risk management, exchange rates, the statements in Item 8 “Financial Information” relating to legal proceedings and goodwill and statements in Item 11 “Quantitative and qualitative disclosures about market risks” relating to risk caused by derivative positions, interest rate fluctuations and other financial exposure are forward-looking in nature. Forward-looking statements can be identified generally as those containing words such as “anticipates”, “assumes”, “believes”, “estimates”, “expects”, “should”, “will”, “will likely result”, “forecast”, “outlook”, “projects”, “may” or similar expressions. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events that depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

These factors include, but are not limited to, domestic and global economic and business conditions, developments within the euro zone, the successful implementation of our strategy and our ability to realize the benefits of this strategy, our ability to develop and market new products, changes in legislation, legal claims, changes in exchange and interest rates, changes in tax rates, pension costs and actuarial assumptions, raw materials and employee costs, our ability to identify and complete successful acquisitions and to integrate those acquisitions into our business, our ability to successfully exit certain businesses or restructure our operations, the rate of technological changes, political, economic and other developments in countries where Philips operates, industry consolidation and competition.competition and the state of international capital markets as they may affect the timing and nature of the disposition by Philips of its interests in the Lighting business and the Lumileds and Automotive business.

As a result, Philips’ actual future results may differ materially from the plans, goals and expectations set forth in such forward-looking statements. For a discussion of factors that could cause future results to differ from such forward-looking statements, reference is made to the information in Item 3D “Risk Factors”.

6      Annual Report 20122015

Introduction

Use of non-GAAP information

Koninklijke Philips Electronics N.V. (the ‘Company’) believes that an understanding of sales performance is enhanced when the effects of currency movements and acquisitions and divestments (changes in consolidation) are excluded. Accordingly, in addition to presenting ‘nominal growth’, ‘comparable growth’nominal sales growth, comparable sales growth is provided.

Comparable sales exclude the effects of currency movements and changes in consolidation. As indicated in the section 12.10,note 1, Significant accounting policies, sales and income are translated from foreign currencies into the Company’s reporting currency, the euro, at the exchange rate on transaction dates during the respective years. As a result of significant currency movements during the years presented, the effects of translating foreign currency sales amounts into euros could have a material impact on our sales figures.impact. Therefore, these impacts have been excluded in arriving at the comparable sales in euros. Currency effects have been calculated by translating previous years’ foreign currency sales amounts into euros at the following year’s exchange rates in comparison with the sales in euros as historically reported. The years under review were characterized by a number of acquisitions and divestments, as a result of which activities were consolidated or deconsolidated. The effect of consolidation changes has also been excluded in arriving at the comparable sales. For the purpose of calculating comparable sales, growth, when a previously consolidated entity is sold or contributed to a venture that is not consolidated by the Company, relevant sales are excluded from impacted prior-year periods. Similarly, when an entity is acquired, relevant sales are excluded from impacted periods.

Philips discusses “adjusted income from operations” in the 20122015 Form 20-F. Adjusted income from operations represents income from operations before amortization and impairment of intangible assets generated in acquisitions (excluding software and capitalized development expenses).

The Company uses the term “adjusted income from operations” to evaluate the performance of the Philips Group and its sectors. Referencing “adjusted income from operations” is considered appropriate in light of the following:

Philips has announced that one of its strategic drivers is to increase profitability through re-allocation of its resources towards opportunities offering more consistent and higher returns. Moreover, Philips intends to redeploy capital through value-creating acquisitions. Since 2006, management has used the “adjusted income from operations” measurement internally to monitor performance of the businesses on a comparable basis. As of 2007, Philips has also set external performance targets based on this measurement as it will not be distorted by the unpredictable effects of future, unidentified acquisitions.

Non US investors are advised that such presentation is different from the terms used in Philips’ results announcements and 2012 Annual Report. Philips believes that an understanding of the Group’s financial condition is enhanced by the disclosure of net operating capital (NOC), as this figure is used by Philips’ management to evaluate the capital efficiency of the Philips Group and its operating sectors. NOC is defined as: total assets excluding assets from discontinued operationsclassified as held for saleless: (a) cash and cash equivalents, (b) deferred tax assets, (c) other (non)-currentnon-current financial assets and current financial assets, (d) investments in associates, and after deduction of: (e) provisions, excluding deferred tax liabilities, (f) accounts and notes payable, (g) accrued liabilities, (h) current/noncurrentother non-current liabilities and (i) trading securities.other current liabilities.

Net debt is defined as the sum of long- and short-term debt minus cash and cash equivalents. The net debt position as a percentage of the sum of group equity (shareholders’ equity and non-controlling interests) and net debt is presented to express the financial strength of the Company. This measure is widely used by management and investment analysts and is therefore included in the disclosure.

Cash flows before financing activities, being the sum total of net cash from operating activities and net cash from investing activities, and free cash flow, being net cash from operating activities minus net capital expenditures, are presented separately to facilitate the reader’s understanding of the Company’s funding requirements.

Net capital expenditures comprise of purchase of intangible assets, proceeds from sale of intangible assets, expenditures on development assets, capital expenditures on property, plant and equipment and proceeds from disposals of property, plant and equipment. This measure is widely used by management to calculate free cash flow.

Annual Report 20122015      7

Form 20-F cross reference table

Form 20-F cross reference table

Only (i) the information in this document that is referenced in the Form 20-F cross reference table, (ii) the Introduction, the cautionary statements concerning Forward-looking statements and explanation on use of non-GAAP information, of this report on pages 5-7, and (iii) the Exhibits shall be deemed to be filed with the Securities and Exchange Commission for any purpose. The content of Philips’ websites and other websites referenced herein should not be considered to be a part of or incorporated into the 20122015 Form 20-F. Any additional information which is not referenced in the Form 20-F cross reference table or the Exhibits themselves shall not be deemed to be so incorporated by reference, shall not be part of the 20122015 Form 20-F and is furnished to the Securities and Exchange Commission for information only.

The table below sets out the location in this document of the information required by SEC Form 20-F. The exact location is included in the column ‘Location in this document’. The column ‘Page’ includes the starting page of the section/paragraph for reference only.

8      Annual Report 2015

Form 20-F cross reference table

8      Annual Report 2012

Form 20-F cross reference table

Annual Report 20122015      9

Form 20-F cross reference table

10      Annual Report 2012

Form 20-F cross reference table

10      Annual Report 2015

Form 20-F cross reference table

Annual Report 2015      11

Form 20-F cross reference table

Annual Report 2012      11

Form 20-F cross reference table

12      Annual Report 20122015

Form 20-F cross reference table