Table of Contents

As filed with the Securities and Exchange Commission on November 12, 2003

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 20-F/A

(Amendment No. 2)

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:
Common Shares — par value Euro (EUR) 0.20 per share
(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 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.

Indicate by check mark which financial statement item the registrant has elected to follow.

Table of Contents

Explanatory Note

     The purpose of this amendment is to file the audit report of Deloitte Touche Tohmatsu and Amyot Exco Grant Thornton relating to separate audited consolidated financial statements of Atos Origin S.A. (“Atos Origin”) as of and for the fiscal year ended December 31, 2002 . The consolidated financial statements of Atos Origin were previously filed without the related audit report by the registrant with the Securities and Exchange Commission on June 30, 2003 on Form 20-F/A. This amendment also includes the separate consolidated financial statements of Atos Origin as of and for the fiscal periods ended December 31, 2001 and 2000, which are not required to be audited under Rule 3-09 of Regulation S-X. As a result, the separate consolidated financial statements of Atos Origin as of and for the fiscal periods ended December 31, 2001 and 2000 included herein were not audited in accordance with generally accepted auditing standards in the United States, and are not covered by the audit report of Deloitte Touche Tohmatsu and Amyot Exco Grant Thornton. This amendment amends “Item 18 Financial Statements”, and “Item 19 Exhibits”. In addition, Philips is including certain certifications of the chief executive officer and the chief financial officer.

     Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any other Item of the Form 20-F filed on March 14, 2003 or reflect any events that have occurred after the Form 20-F was filed.

Table of Contents

Item 18. Financial statements

The following portions of the Company’s 2002 Annual Report — Financial Statements and Analysis, as set forth on pages 41 through 109, are incorporated herein by reference.

“Auditors’ Report”
“Consolidated statements of income of the Philips Group”
“Consolidated balance sheets of the Philips Group”
“Consolidated statements of cash flows of the Philips Group”
“Consolidated statements of changes in stockholders’ equity of the Philips Group”
“Accounting policies”
“Notes to the consolidated financial statements of the Philips Group”

Separate consolidated financial statements for Atos Origin included as Exhibit 14 (d) hereto, and the audit report of Deloitte Touche Tohmatsu and Amyot Exco Grant Thornton with respect to the consolidated financial statements for Atos Origin as of and for the year ended December 31, 2002, included as Exhibit 14 (f) hereto, are hereby incorporated by reference. A discussion of the principal differences in the accounting principles used in preparing financial statements in France from generally accepted accounting principles in the United States, included as Exhibit 14 (e) hereto, is hereby incorporated by reference.

Schedules:
Schedules are omitted as they are either not required or the required information is included in the consolidated financial statements.

Table of Contents

Item 19. Exhibits

Index of exhibits

Table of Contents

SIGNATURES

     The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

KONINKLIJKE PHILIPS ELECTRONICS N.V.
(Registrant)

Date:  November 12, 2003