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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 28, 2002

Commission File No. 0-6080

DELHAIZE AMERICA, INC.

Registrant’s telephone number, including area code:       704-633-8250

Securities registered pursuant to Section 12(b) of the Act:    None
Securities registered pursuant to Section 12(g) of the Act:    None

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

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act): Yes [X] No [   ]

     All of the registrant’s voting and non-voting common stock was held by affiliates on June 29, 2002.

     Outstanding shares of common stock of the Registrant as of March 27, 2003.

     This registrant meets the conditions set forth in General Instruction I (1) (a) and (b) of Form 10-K and is therefore filing this Form with the reduced disclosure format.

     Exhibit index is located on sequential page 78 hereof.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

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DELHAIZE AMERICA, INC.
FORM 10-K
FOR THE YEAR ENDED DECEMBER 28, 2002

TABLE OF CONTENTS

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PART I

Item 1. Business.

Delhaize America, Inc., a wholly-owned subsidiary of Delhaize Group, engages in one line of business, the operation of retail food supermarkets in the eastern United States. The Company was incorporated in North Carolina in 1957 and maintains its corporate headquarters in Salisbury, North Carolina . Delhaize America is a holding company having three subsidiary operating companies that do business primarily under the banners Food Lion, Hannaford and Kash n’ Karry.

When we use the terms “Delhaize America,” the “Company,” “we,” “us” and “our,” we mean Delhaize America, Inc., a North Carolina corporation, and its consolidated subsidiaries.

Delhaize America makes available free of charge, on or through the SEC documents section of Delhaize Group’s web site (http://www.delhaizegroup.com/en/in secdocs.asp), the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC.

The Company’s stores sell a wide variety of groceries, produce, meats, dairy products, seafood, frozen food, deli-bakery and non-food items such as health and beauty care, prescriptions, and other household and personal products. The Company offers nationally and regionally advertised brand name merchandise as well as products manufactured and packaged for the Company under the private labels of “Food Lion,” “Hannaford” and “Kash n’ Karry.” Sales of private label products represented 17%, 19% and 16% of Food Lion’s, Hannaford’s and Kash n’ Karry’s respective sales in fiscal 2002.

The products sold by the Company are purchased through buying departments in Salisbury, North Carolina and Scarborough, Maine. The centralization of the buying function allows the management of the Company to establish long-term relationships with many vendors providing various alternatives for sources of product supply.

The business in which the Company is engaged is highly competitive and characterized by low profit margins. The Company competes with national, regional and local supermarket chains, supercenters, discount food stores, single unit stores, convenience stores, warehouse clubs and drug stores. The Company will continue to develop and evaluate new retailing strategies that will respond to its customers’ needs. Seasonal changes have no material effect on the operation of the Company’s supermarkets.

As of December 28, 2002, 1,485 supermarkets were in operation as follows:

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As of March 26, 2003, the Company had opened three supermarkets since December 28, 2002, relocated one supermarket, closed 43 supermarkets and signed leases for 20 supermarkets, which are expected to open in future years.

Warehousing and distribution facilities, including the transportation fleet, are owned and operated by the Company and are located in Plant City, Florida; South Portland and Winthrop, Maine; Salisbury, Butner and Dunn, North Carolina; Schodack, New York; Greencastle, Pennsylvania; Elloree, South Carolina; Clinton, Tennessee; and Disputanta, Virginia.

As of December 28, 2002, the Company employed 42,268 full-time and 67,554 part-time employees.

The following table shows the number of stores opened, closed and relocated, and the number of stores open at the end of each year, for the past three fiscal years.

(a)  Includes 106 stores acquired in connection with the acquisition of Hannaford Bros.

(b)  Includes 13 Save n’ Pack store closings

On April 25, 2001, the Company and Delhaize Group completed a share exchange, whereby each outstanding share of the Company’s Class A and Class B common stock not already owned by Delhaize Group or its wholly-owned subsidiary, Delhaize The Lion America, Inc. (“Detla”), was exchanged for 0.40 Delhaize Group American Depositary Shares (“ADSs”), which are listed on the New York Stock Exchange, or, at the option of a Delhaize America shareholder, 0.40 Delhaize Group ordinary shares, which are listed on Euronext Brussels. Each Delhaize Group ADS represents one ordinary share of Delhaize Group. The Delhaize Group share exchange was structured to be tax-free to our shareholders for U.S. federal income tax purposes. The Delhaize Group share exchange resulted from an agreement between Delhaize Group and a four-person special committee of independent directors of our Company. The Delhaize Group share exchange was unanimously approved by our board of directors and the board of directors of Delhaize Group, unanimously recommended to our board of directors by the special committee of independent directors, and approved by our shareholders and the shareholders of Delhaize Group. Until April 25, 2001, shares of Delhaize America common stock were listed on the New York Stock Exchange.

RECENT DEVELOPMENTS

We maintain a revolving credit facility with a syndicate of commercial banks providing $350.0 million in committed lines of credit. In December 2002, the credit facility was amended and the line of credit was reduced from $500.0 million to $350.0 million. The credit facility is secured by certain inventory of the Delhaize America operating companies. The $350.0 million facility expires in July 2005 and contains affirmative and negative covenants. Negative covenants include a minimum fixed charge coverage ratio, a maximum leverage ratio, and an asset coverage ratio as defined. We must be in compliance with these covenants in order to have access to the credit facility. As of December 28, 2002, we were in compliance with all covenants contained in the credit facility. A deteriorating economic or operating environment can subject us to a risk of continuing compliance with the covenants. We had no outstanding borrowings under this facility as of December 28, 2002. This facility is utilized to provide short-term capital to meet liquidity needs as necessary.

During the first quarter of 2003, the Company announced plans to close 42 of its stores. These under-performing Food Lion and Kash n’ Karry stores were closed in the first quarter of fiscal 2003. Food Lion is implementing additional cost saving initiatives by streamlining and optimizing the functioning of its support and management structure to provide a more productive sales base. These initiatives involve a reduction in work force affecting approximately 400 associates. Management expects the 42 store closings and additional cost savings initiatives will have a positive impact on the ongoing operational results of the Company and expects pre-tax expenses in the range of $40 to $45 million to be recorded in the first quarter of 2003 in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 146. In addition, in accordance with the provisions of SFAS No. 144, the portion of these costs associated with closing the 42 under performing stores, as well as related operating activity for these stores, will be appropriately accounted for as “discontinued operations” in the Company’s future filings.

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FORWARD-LOOKING STATEMENTS

This document includes or incorporates by reference “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), Section 21E of the Securities and Exchange Act of 1934, as amended (“Exchange Act”), and the Private Securities Litigation Reform Act of 1995 about Delhaize America that are subject to risks and uncertainties. All statements included in this document, other than statements of historical fact, which address activities, events or developments that Delhaize America expects or anticipates will or may occur in the future, including, without limitation, statements regarding expansion and growth of its business, anticipated store openings and renovations, future capital expenditures, projected revenue growth or synergies resulting from the share exchange transaction with Delhaize Group, and business strategy, are forward-looking statements. These forward-looking statements generally can be identified as statements that include phrases such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “foresee”, “likely”, “will”, “should” or other similar words or phrases.

Item 2. Properties.

The Company operated 1,228 supermarkets primarily under the Food Lion banner at the end of fiscal 2002 in the mid-Atlantic and southeastern regions of the United States. Food Lion stores average approximately 35,200 square feet. The current Food Lion store prototypes are approximately 28,800, 33,800 and 38,000 square feet.

At the end of fiscal 2002, the Company operated 119 Hannaford Bros. Co. (“Hannaford”) supermarkets, 93 of which are combination stores. Hannaford operates under the Hannaford and Shop`n Save banners in Maine, New Hampshire, Vermont, upstate New York and Massachusetts. Combination stores consist of traditional all-department supermarkets, together with pharmacies, other services and expanded general merchandise under one roof. Hannaford stores average approximately 49,000 square feet. The current Hannaford store prototypes are approximately 35,000, 47,000 and 55,000 square feet.

At the end of fiscal 2002, the Company operated 138 Kash n’ Karry supermarkets in central Florida. Kash n’ Karry stores average approximately 40,700 square feet. The current Kash n’ Karry store prototypes are approximately 38,000 and 46,000 square feet.

All of the Company’s supermarkets are self-service stores which have off-street parking facilities. With the exception of operating 101 owned supermarkets, the Company occupies its various supermarket premises under lease agreements providing for initial terms of up to 30 years, with renewal options generally ranging from five to 20 years.

The following table identifies the location and square footage of the 11 distribution centers and office space operated by the Company as of December 28, 2002, all of which are owned by the Company.

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Item 3. Legal Proceedings.

Delhaize America is from time to time involved in legal actions in the ordinary course of its business. We are not aware of any pending or threatened litigation, arbitration or administrative proceedings involving claims or amounts that, individually or in the aggregate, we believe are likely to materially harm our business, financial condition or future results of operations. Any litigation, however, involves risk and potentially significant litigation costs, and therefore we cannot give any assurance that any litigation which may arise in the future will not materially harm our business, financial condition or future results of operations.

Item 4. Submission of Matters to a Vote of Security Holders.

Omitted pursuant to General Instruction I(2) of Form 10-K.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters.

Delhaize Group, together with its wholly-owned subsidiary, Detla, owns all of the outstanding shares of our common stock. As a result, there is no established public market for our common stock.

Dividends Declared Per Share of Common Stock

Item 6. Selected Financial Data.

Omitted pursuant to General Instruction I(2) of Form 10-K.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the accompanying notes that appear elsewhere in this Form 10-K. All pro forma information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section is unaudited and assumes our acquisition of Hannaford was consummated at the beginning of 2000. The pro forma information is not necessarily indicative of our future consolidated results of operations and should be read in conjunction with our historical consolidated financial statements and related notes thereto appearing elsewhere in this filing.

CRITICAL ACCOUNTING POLICIES

We have chosen accounting policies that we believe are appropriate to accurately and fairly report our operating results and financial position and we apply those accounting policies in a consistent manner. The significant accounting policies are summarized in Note 1 to the consolidated financial statements.

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The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on historical and other factors believed to be reasonable under the circumstances. We evaluate these estimates and assumptions on an ongoing basis and may retain outside consultants, lawyers and actuaries to assist in our evaluation. We believe the following accounting policies are the most critical because they involve the most significant judgments and estimates used in preparation of our consolidated financial statements.

Inventories - Inventories are stated at the lower of cost or market. Inventories valued using the last-in, first out (LIFO) method comprised approximately 80% of inventories in 2002 and 2001. Meat, produce, deli-bakery inventories are valued on the first-in, first-out (FIFO) method. We evaluate inventory shrinkage throughout the year based on actual physical counts in our stores and distribution centers and record adjustments based on the results of these counts to provide for the estimated shrinkage as of the balance sheet date.

Store closing reserves - We provide for closed store liabilities relating to the estimated post-closing lease liabilities and related other exit costs associated with store closing commitments. The closed store liabilities are usually paid over the lease terms associated with the closed stores having remaining terms ranging from one to 20 years. We estimate the lease liabilities net of sublease income, using a discount rate based on the current treasury note rates to calculate the present value of the remaining rent payments on closed stores. Other exit costs include estimated real estate taxes, common area maintenance, insurance and utility costs to be incurred after the store closes over the remaining lease term. Store closings are generally completed within one year after the decision to close. Adjustments to closed store liabilities and other exit costs primarily relate to changes in subtenants and actual exit costs differing from original estimates. Adjustments are made for changes in estimates in the period in which the change becomes known. Any excess store closing liability remaining upon settlement of the obligation is reversed to income in the period that such settlement is determined. Inventory write-downs, if any, in connection with store closings, are classified in cost of sales. Costs to transfer inventory and equipment from closed stores are expensed as incurred. Severance costs are rarely incurred in connection with store closings. Store closing liabilities are reviewed quarterly to ensure that any accrued amounts appropriately reflect the outstanding commitments and that any additional costs are accrued or amounts that are no longer needed for their originally intended purpose are reversed to income.

Asset Impairment - During 2002, we adopted Statement of Financial Accounting Standards, (SFAS) No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets,” which is effective for financial statements issued for years beginning after December 15, 2001. In accordance with SFAS No. 144, we periodically evaluate the period of depreciation or amortization for long-lived assets to determine whether current circumstances warrant revised estimates of useful lives. We monitor the carrying value of our retail stores, our lowest level asset group for which identifiable cash flows are independent of other groups of assets and liabilities for potential impairment based on projected undiscounted cash flows. If impairment is identified for retail stores, we compare the asset’s estimated fair market value to its current carrying value and record provisions for impairment as appropriate. With respect to owned property and equipment associated with closed stores, the value of the property and equipment is adjusted to reflect recoverable values based on our previous experience in disposing of similar assets and current economic conditions.

Goodwill and other intangible assets - We adopted the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” on December 30, 2001. In fiscal 2002 as a result of our adoption of SFAS No. 142, we recorded an impairment charge of $288 million before tax as a cumulative effect of change in accounting principle. We have selected the fourth quarter of each year as the date for our annual impairment assessment date and recorded an additional $26.9 million impairment during the fourth quarter of 2002. See SFAS No. 142 discussion in the “Recently Adopted Accounting Standards” section of this Management’s Discussion and Analysis.

Self insurance - We are self-insured for workers’ compensation, general liability and vehicle accident claims. The self-insurance liability is determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported. Maximum self-insured retention, including defense costs per occurrence, ranges from $0.5 million to $1.0 million per individual claim for workers’ compensation and $5.0 million for automobile liability and general liability. We are insured for covered costs, including defense costs, in excess of these retentions. Significant assumptions used in the development of the actuarial estimates include reliance on our historical claims data including average monthly claims and average lag time between incurrence and payment.

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Overview

On April 25, 2001, the Company and Delhaize Group completed a share exchange, whereby each outstanding share of the Company’s Class A and Class B common stock not already owned by Delhaize Group or its wholly-owned subsidiary, Delhaize The Lion America, Inc. (“Detla”), was exchanged for 0.40 Delhaize Group American Depositary Shares (“ADSs”), which are listed on the New York Stock Exchange, or, at the option of a Delhaize America shareholder, 0.40 Delhaize Group ordinary shares, which are listed on Euronext Brussels. We became a wholly-owned subsidiary of Delhaize Group as a result of the Delhaize Group share exchange. The Delhaize Group share exchange was accounted for using the purchase method of accounting. Effective as of the end of our April 28, 2001 fiscal period, we recorded adjustments to reflect the accounting basis of Delhaize Group in our financial statements (see Note 2). In connection with the recording of Delhaize Group’s accounting basis, a new entity has been deemed to be created for financial reporting purposes. Accordingly, the periods prior to the date of the Delhaize Group share exchange relate to the “predecessor company” and the periods subsequent to the date of the Delhaize Group share exchange relate to the “successor company.” The results of the predecessor company and the successor company have been combined for the 2001 fiscal year ended December 29, 2001, since separate discussions of the 17 weeks ended April 28, 2001 and the 35 week period between April 29, 2001 and December 29, 2001 are not meaningful in terms of their operating results or comparisons to the prior period. The following table sets forth the consolidated statements of income (loss) for the fiscal years ended December 28, 2002, December 29, 2001 and December 30, 2000. The unaudited pro forma income statement for the 52 weeks ended December 30, 2000 includes adjustments to reflect the results of Hannaford as if Hannaford had been purchased on January 1, 2000.

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We reported net sales and other revenues of $15.0 billion in fiscal 2002, $14.9 billion in fiscal 2001 and $12.7 billion in fiscal 2000 ($14.3 billion on a pro forma basis). Net (loss) income was ($32.4) million in fiscal 2002, $160.8 million in fiscal 2001 and $155.5 million in fiscal 2000 ($80.3 million on a pro forma basis). Income before cumulative effect of change in accounting principle, merger costs, store closing and asset impairment provisions was $270.1 million in fiscal 2002, compared to $194.5 million and $222.7 million in fiscal 2001 and 2000, respectively.

On July 31, 2000, we completed our acquisition of Hannaford. The financial information discussed in the remaining discussion and analysis of our financial condition and results of operations includes the results of Hannaford’s operations for the 22 weeks beginning July 31, 2000 and ending December 30, 2000 and for the fiscal years ended December 29, 2001 and December 28, 2002.

During fiscal 2002, we opened 41 new stores, closed seven existing stores and relocated eight stores for a net increase of 26 stores. At the end of fiscal 2002, we operated 1,485 stores, compared to 1,459 stores at the end of fiscal 2001 and 1,420 stores at the end of fiscal 2000. We remodeled 127 stores in fiscal 2002, compared to 145 stores in fiscal 2001 and 173 stores in fiscal 2000.

Results of Operations

The following table sets forth, for the periods indicated, the percentage at which the listed amounts bear to net sales and other revenues:

Adjusted EBITDA was $1,197.4 million in fiscal 2002, compared to $1,248.6 million in fiscal 2001 and $956.5 million in fiscal 2000 representing an annual decrease of 4.1% in fiscal 2002 and an annual increase of 30.5% in fiscal 2001. Our management and industry analysts generally consider Adjusted EBITDA to be a measurement of the financial performance of our company that provides a relevant basis for comparison among companies. Adjusted EBITDA is not a measurement of financial performance under U.S. GAAP and should not be considered as a substitute for net income as a measure of performance, or for cash flow as a measure of liquidity. Investors should note that our calculation of Adjusted EBITDA might differ from similarly titled measures for other companies. The following table sets forth, for the periods indicated, a calculation of our Adjusted EBITDA:

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