SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark one)

OR

FOR THE FISCAL YEAR ENDED 31 DECEMBER 2011

OR

OR

Date of event requiring this shell company report

For the transition period from                    to                    

Commission file number 001-04547

UNILEVER N.V.

(Exact name of Registrant as specified in its charter)

The Netherlands

(Jurisdiction of incorporation or organization)

Weena 455, 3013 AL, Rotterdam, The Netherlands

(Address of principal executive offices)

T.E. Lovell, Group Secretary

Tel: +44(0)2078225252, Fax: +44(0)20782261082078225464

Unilever House, 100 Victoria Embankment, London EC4Y 0DY UK

(Name, telephone number, facsimile number and address of Company Contact)

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

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.

The total number of outstanding shares of the issuer’s capital stock at the close of the period covered by the annual report was:1,714,727,700 ordinary shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:

Yesx        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¨        Nox

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.

Yesx        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.

Large Accelerated filerx        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¨         Nox

Cautionary statementCAUTIONARY STATEMENT

This document may contain forward-looking statements, including ‘forward-looking statements’ within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as ‘will’, ‘aim’, ‘expects’, ‘anticipates’, ‘intends’, ‘looks’, ‘believes’, ‘vision’, or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including, among others, competitive pricingstatements. Among other risks and activities, economic slowdown, industry consolidation, accessuncertainties, the material or principal factors which cause actual results to credit markets,differ materially are: Unilever’s global brands not meeting consumer preferences; Unilever’s ability to innovate and remain competitive; Unilever’s investment choices in its portfolio management; inability to find sustainable solutions to support long-term growth; customer relationships; the recruitment levels, reputational risks, commodity prices, continued availabilityand retention of talented employees; disruptions in our supply chain; the cost of raw materials prioritisationand commodities; the production of projects, consumption levels, costs, the abilitysafe and high quality products; secure and reliable IT infrastructure; successful execution of acquisitions, divestitures and business transformation projects; economic and political risks and natural disasters; financial risks; failure to maintainmeet high and manage key customer relationshipsethical standards; and supply chain sources, consumer demands, currency values, interest rates, the ability to integrate acquisitions and complete planned divestitures, finalising fair values related to prior acquisitions, the ability to complete planned restructuring activities, physical risks, environmental risks, the ability to manage sustainability,managing regulatory, tax and legal matters and resolve pending matters within current estimates, legislative, fiscal and regulatory developments, political, economic and social conditions in the geographic markets where the Group operates, completion of the Sustainable Development Report 2011 and new or changed priorities of the Boards.matters. Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including in the Group’s Annual Report on Form 20-F for the year ended 31 December 20112014 and the Annual Report and Accounts 2011.2014. These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

CONTENTS

References in this Report on Form 20-F

References set forth below are to certain references in the Group’s Annual Report and Accounts 2014 that include pages incorporated therein, including any page references incorporated in the incorporated material, unless specifically noted otherwise.

The Group’s Annual Report and Accounts 2014 was furnished separately on 6 March 2015 under Form 6-K. Pages 1 to 40 of the Group’s Annual Report and Accounts 2014 were furnished as Exhibit 1 and pages 41 to 140 of the Group’s Annual Report and Accounts 2014 were furnished as Exhibit 2 to this report on Form 6-K, respectively.

The following pages and sections of the Group’s Annual Report and Accounts 2011,2014 and specified information referenced therein, regardless of their inclusion in any cross-reference below, are hereby specifically excluded and are not incorporated by reference into this report onForm 20-F:

This report on Form 20-F Report and the Group’s Annual Report and Accounts 2011 (furnished separately on 2 March 2012 under Form 6-K)2014 contain certain measures that are not defined by generally accepted accounting principles (GAAP) such as IFRS. We believe this information, along with comparable GAAP measurements, is useful to investors because it provides a basis for measuring our operating performance, ability to retire debt and invest in new business opportunities. Our management uses these financial measures, along with the most directly comparable GAAP financial measures, in evaluating our operating performance and value creation. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Non-GAAP financial measures as reported by us may not be comparable with similarly titled amounts reported by other companies.

In addition, there are limitations on the usefulness of our reported non-GAAP financial measures.

We report on the following non-GAAP measures:

The information set forth under the heading ‘Non-GAAP measures’ on pages 26 to 2734 and 35 of the Group’s Annual Report and Accounts 20112014 furnished separately on 26 March 20122015 under Form 6-K is incorporated by reference. Within these pages further information about the above measures can be found.

The Unilever GroupTHE UNILEVER GROUP

Unilever N.V. (NV) is a public limited company registered in the Netherlands, which has listings of shares and depositary receipts for shares on Euronext Amsterdam and of New York Registry Shares on the New York Stock Exchange. Unilever PLC (PLC) is a public limited company registered in England and Wales, which has shares listed on the London Stock Exchange and, as American Depositary Receipts, on the New York Stock Exchange.

The two parent companies, NV and PLC, together with their Groupgroup companies, operate as a single economic entity (the Unilever Group, also referred to as ‘Unilever’ or ‘the Group’the ‘Group’). NV and PLC and their Groupgroup companies constitute a single reporting entity for the purposes of presenting consolidated accounts. Accordingly, the accounts of the Unilever Group are presented by both NV and PLC as their respective consolidated accounts.

This document contains references to our website. Information on our website or any other website referenced in this document is not incorporated into this document and should not be considered part of this document. We have included any website as an inactive textual reference only.

ItemITEM 1. Identity of Directors, Senior Management and AdvisersIDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

Form 20-F

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

Item 2. Offer Statistics and Expected TimetableITEM 3. KEY INFORMATION

Not applicable.A. SELECTED FINANCIAL DATA

The schedules below provide the Group’s selected financial data for the five most recent financial years.

Item 3. Key Information

A. Selected financial data

In the schedules below, figures within the income statement and for earnings per share reflect the classification between continuing and discontinued operations which has applied for our reporting during 2007–2011.

ITEM 3. KEY INFORMATIONForm 20-FCONTINUED

Dividend record

The following tables show the dividends declared and dividends paid by NV and PLC for the last five years, expressed in terms of the revised share denominations which became effective from 22 May 2006. Differences between the amounts ultimately received by US holders of NV and PLC shares are the result of changes in exchange rates between the equalisation of the dividends and the date of payment.

Following agreement at the 2009 AGMs and separate meetings of ordinary shareholders, the Equalisation Agreement was modified to facilitate the payment of quarterly dividends from 2010 onwards.

ITEM 3. KEY INFORMATIONForm 20-FCONTINUED

ITEM 3. KEY INFORMATIONCONTINUED

Exchange ratesEXCHANGE RATES

Unilever reports its financial results and balance sheet position in euros. Other currencies which may significantly impact our financial statements are sterling and US dollars. Average and year-end exchange rates for these two currencies for the last five years are given below.

On 2825 February 20122015 (the latest practicable date for inclusion in this report) the exchange rates between euros and US dollars and between euros and sterling as published in the Financial Times in London were as follows:€1 = US $1.340$1.134 and€1 = £0.846.£0.734.

Noon Buying Rates in New York for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York were as follows:

High and low exchange rate values for each of the last six months:

^(a)(e)Through 2425 February 20122015.

Share capitalSHARE CAPITAL

The information set forth under the heading ‘Note 1915A Share capital’ on pages 101 to 102page 110 of the Group’s Annual Report and Accounts 20112014 furnished separately on 26 March 20122015 under Form 6-K is incorporated by reference.

B. Capitalisation and indebtednessCAPITALISATION AND INDEBTEDNESS

Not applicable.

C. Reasons for the offer and use of proceedsREASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

D. Risk factorsRISK FACTORS

Our principal risks, as described on pages 28 to 3236 and 37 of the Group’s Annual Report and Accounts 20112014 furnished separately on 26 March 20122015 under Form 6-K, excluding the cross-reference to pages 50 to 53, are incorporated by reference. The information set forth under the heading ‘Note 16 Capital and treasuryTreasury risk management’ on pages 93114 to 99119, ‘Note 17B Credit risk’ on page 121 and ‘Note 18 Financial instruments fair value risk’ on pages 121 to 123 of the Group’s Annual Report and Accounts 20112014 furnished separately on 26 March 20122015 under Form 6-K is incorporated by reference.

Risk factors

Our business is subject to risks and uncertainties. The risks that we regard as the most relevant to our business are set out below.on pages 36 to 37 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K. These are the risks that we see as material to Unilever’s business and performance at this time. There may be other risks that could emerge in the future. We have undertaken certain mitigating actions that we believe help us to manage the risks identified below.identified. However, we may not be successful in deploying some or all of these mitigating actions. If the circumstances in these risk factors occur or are not successfully mitigated, our cashflow,cash flow, operating results, financial position, business and reputation could be materially adversely affected. In addition, risks and uncertainties could cause actual results to vary from those described in this document, or could impact on our ability to meet our targets or be detrimental to our profitability or reputation. ThisThe list is not intended to be exhaustive and there may be other risks and uncertainties that are not mentioned below that could impact our future performance or our ability to meet published targets. The risks and uncertainties discussed below should be read in conjunction with the Group’s consolidated financial statements and related notes and the portions of the Strategic Report of the Directorsand Corporate Governance section that are incorporated by reference from the Group’s Annual Report and Accounts 2011 (furnished2014 furnished separately on 26 March 20122015 on Form 6-K)6-K and other information included in or incorporated by reference in this Reportreport on Form 20-F.

Form 20-F

Form 20-F

Form 20-F

Form 20-F

Please refer also to ‘Financial Review 2010’review 2013’ within Item 5A of this report and ‘The Unilever Group’ on page 1 of this report.

B. Business overviewBUSINESS OVERVIEW

The information set forth under the following headings of the Group’s Annual Report and Accounts 20112014 furnished separately on 26 March 20122015 under Form 6-K is incorporated by reference:

Please refer also to ‘Financial review 2013’ within Item 5A of this report.

Please also refer to ‘The Unilever Group’ on page 1 of this report.

Marketing channelsMARKETING CHANNELS

Unilever’s products are generally sold through our own sales force as well as through independent brokers, agents and distributors to chain, wholesale, co-operative and independent grocery accounts, food service distributors and institutions. Products are physically distributed through a network of distribution centres, satellite warehouses, company-operated and public storage facilities, depots and other facilities.

Raw materialsRAW MATERIALS

Our products use a wide variety of raw and packaging materials which we source internationally, and which may be subject to price volatility. We sawAlthough we have seen rather more stable conditions in key commodity prices rise during the second halfmarkets in 2014 we remain watchful for further periods of 2011 and this looks set to continue into 2012.volatility in 2015.

SeasonalitySEASONALITY

Certain of our businesses, such as ice cream, are subject to significant seasonal fluctuations in sales. However, Unilever operates globally in many different markets and product categories, and no individual element of seasonality is likely to be material to the results of the Group as a whole.

Intellectual propertyINTELLECTUAL PROPERTY

We have a large portfolio of patents and trademarks, and we conduct some of our operations under licences that are based on patents or trademarks owned or controlled by others. We are not dependent on any one patent or group of patents. We use all appropriate efforts to protect our brands and technology.

Please refer also to ‘Outlook’ within Item 5D of this report.

FINANCIAL REVIEW 2013

Form 20-F