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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Mark One)

For the fiscal year ended January 3, 2003

OR

Commission File Number 000-29617

INTERSIL CORPORATION

(Exact name of Registrant as specified in its charter)

675 Trade Zone Boulevard

Milpitas, California 95035

(408) 945-1323

(Address and telephone number of principal executive offices)

Securities registered under Section 12(b) of the Exchange Act:

None.

Securities registered under Section 12(g) of the Exchange Act:

Title of class

Class A Common Stock par value $.01 per share

Indicated 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 is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ¨

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2):  Yes x    No ¨

The approximate aggregate market value of the registrant’s voting common stock held by non-affiliates, computed by reference to the price at which the common equity was last sold or the average bid and ask price of the common equity as of June 28, 2002 was $2,753,297,799.

The number of shares outstanding of the registrant’s Class A and Class B Common Stock as of March 24, 2003 was 131,165,548 and 5,286,719, respectively.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Definitive Proxy Statement to be filed with the Securities and Exchange Commission for the Registrant’s 2003 Annual Meeting are incorporated by reference into Part III of this Form 10-K.

Table of Contents

INTERSIL CORPORATION

FORM 10-K

January 3, 2003

TABLE OF CONTENTS

Table of Contents

PART I

Item 1.    Business

General

We are a global designer and manufacturer of high performance analog, integrated circuits and wireless networking solutions. Our portfolio addresses four growing markets in the industry – power management, optical storage (CD and DVD recordable), flat panel displays and wireless networking. We bring added customer value in wireless networking by providing complete silicon, software and reference design solutions to new products that enhance the computing experience.

Our Business Strategy

Our business strategy emphasizes the following key elements:

History

We were formed on August 13, 1999 through a series of transactions, in which we and our wholly owned subsidiary, Intersil Communications, Inc., or Intersil Communications, acquired the semiconductor business of Harris Corporation, or Harris. On March 16, 2001, we sold the assets of our Discrete Power products group to Fairchild Semiconductor Corporation, or Fairchild, for $338.0 million in cash and the assumption by Fairchild of certain liabilities of the product group. On May 14, 2002, we consummated the merger with Elantec Semiconductor, Inc. or Elantec.

Products and Technology

Our products are organized into five principal product groups: Power Management, Elantec, Standard Analog, Wireless Networking and Automotive. We discontinued our Automotive product group during 2002 and therefore we do not expect to recognize significant revenue from this product group in the future.

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To improve the comparability of the product group results above, the Elantec Non-GAAP revenue amounts above include 19 weeks of revenue totaling $41.6 million, which was earned in fiscal year 2002 prior to our merger. Additionally, the affect of our change in revenue recognition policy ($14.9 million) for sales to North American distributors is not reflected in the amounts above.

Power Management

Our Power Management product group represented 26.4% of our fiscal year 2002 Non-GAAP revenue. We have a portfolio of analog, mixed-signal integrated circuits (ICs) optimized for power management applications in computing, datacom or networking, wireless data and voice communications infrastructure applications.

Our power management solutions for computing applications are designed into desktop computers, notebook computers, file servers, workstations and a variety of handheld computing devices such as personal digital assistants (PDAs). We have also developed new power management ICs for cable and DSL modems, set-top boxes, 48 volt telecom servers and 24x7 server networks supporting e-commerce on the Internet. Our highly successful Endura^™ family of power management ICs is used in about half of all personal computers that utilize Pentium^™ 4 and Athlon^™ microprocessors. To date we have shipped over 500 million Endura ICs into computing applications.

We also offer a family of ICs used to power graphics processors and double data rate (DDR) memory as well as advanced configuration power interface (ACPI) solutions for “instant on” and “sleep mode” capability used to save energy in personal computers. In addition, we have invested in Primarion, Inc., a privately-held IC design company, to develop next-generation, digitally-controlled multiphase power management solutions for high-end computing applications such as blade servers. These high-current applications with thermal limitations require a new power management approach.

Elantec

Our Elantec product group comprised 14.9% of our fiscal year 2002 Non-GAAP revenue, which for presentation purposes includes four months of revenue earned prior to the merger. We design and manufacture our Elantec products for three high growth commercial markets that we believe are increasingly demanding high performance and low power consumption analog solutions: video displays, optical storage, and communications. In each of our target markets, we offer a suite of standard products and application specific standard products (“ASSPs”) that are designed to provide effective solutions for electronic systems designers by addressing a number of common component requirements. Our standard products are used in more than one of these markets, while each ASSP is used in only one specific market.

Video displays are being incorporated into an increasing number of electronic devices. This trend has increased demand for high-speed amplifiers and specialty analog circuits for the processing and display of video signals. In addition, the use of TFT-LCD flat panel display technology in desktop monitors, notebooks and other consumer applications continues to grow. Optical storage, in the form of CD-ROM, has become the medium of

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choice for software and music. More recently, optical recordable devices, such as, CD read/write, and DVD read/write, are being adopted in the marketplace. The use of writeable optical drives in personal computers and consumer equipment is driving growth in the demand for laser diode drivers. In the communications market, we supply transceivers, line drivers, and high-speed amplifiers for ADSL, HDSL, and VDSL for increasing the data transmission rate over conventional telephone lines.

Standard Analog

Intersil is a leader in standard building block ICs for the communications signal chain and the industrial, instrumentation and handheld equipment markets. This group of products represented 18.1% of our total 2002 Non-GAAP revenue. Our broad families of interface protocol, switches and multiplexers offer our customers a wide array of options in terms of temperature ranges, package styles, and voltage inputs. All of the interface products that we released in 2002 were targeted at handheld applications, where we have a competitive advantage in offering the world’s smallest RS-232 devices. Overall, our Standard Analog products typically have long life cycles once designed into our customers’ products.

Wireless Networking

Our Wireless Networking product group represented 33.8% of our fiscal year 2002 Non-GAAP revenue. We are the leading developer of semiconductor solutions for the growing wireless LAN market, focusing our product development around the widely adopted IEEE 802.11 global standards. Since the great majority of wireless networking and equipment manufacturers have or are deploying systems compliant to the 802.11 standards, we support both the standard and the Wi-Fi^™ Alliance seal of approval.

Our PRISM^® family of chip sets addresses the growing demand for wireless networking systems for use in both the home and business place . Such systems provide cost effective, wireless access to high data rate broadband communications networks. We have the most complete set of products in the market that span a wide range of technologies and platforms including reference designs, software and all ICs necessary for wireless data communications at data rates from 1 to 54 Mbps across the 2.4 and 5 Ghz bands. We support the main IEEE 802.11 b, a, and g standards with full system solutions as well as multiband and multimode solutions culminating in a full a/b/g worldband radio solution thus covering every major standard in one compact design. All PRISM^® ICs represent design and manufacturing competence in RF, mixed-signal and digital technologies. The power amplifiers, radio frequency/intermediate frequency (RF/IF), up and down converters, and quadrature modulator/demodulators are designed and manufactured using various combinations of high-performance SiGe process technology, and Intersil’s own proprietary BiCMOS process. Baseband processors (BBPs), medium access controllers (MACs), and integrated BBPs/MACs are designed and manufactured using sub-micron CMOS process technologies.

Because we design all of the ICs in our wireless chip set and offer design aids such as reference designs and software, we believe this complete solution provides our customers with optimized and matched performance, value and fast time-to-market. We believe the PRISM^® “turnkey” solution is a critical competitive advantage for us and translates into a competitive advantage for our customers, especially in emerging markets.

We have now shipped over 20 million 802.11b chipsets through three full generations of product—PRISM 2, PRISM 2.5, and now PRISM 3. PRISM 2 was the world’s first 11 Mbps radio and set new range and throughput standards, PRISM 2.5 led the way into embedded solutions with PCI and mini-PCI interfaces and combo modem/WLAN boards, and PRISM 3 is still leading in cost, power, and size in the .11b marketplace. This latest PRISM 3 generation of product has resulted in the lowest power solution on the market to service handheld and portable applications, the smallest form factors including the incredibly small SDIO and embeddable BGA module, all while leading the charge toward lowest total cost. A competitive total bill of materials coupled with the most reliable and highest performing 802.11b radio on the market have led to a product with the lowest total

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cost of ownership that continues to compete in all high volume applications. PRISM 3 consists of only three chips and has led the way using new zero IF technology to reduce total cost. This has made wireless LAN technology available to more cost sensitive applications like handheld computers, tablets, and other consumer electronics devices.

We plan to leverage our leading market position and proven high volume production experience to support new and emerging wireless LAN markets. Our Indigo^™ 5 GHz wireless platform, supporting the IEEE 802.11a standard, became available in the third quarter of 2002 and is now in full production. We also launched PRISM GT, the world’s first 802.11g solution in the fourth quarter of 2002. PRISM Duette, the world’s highest performing full a/b/g solution, was launched in the fourth quarter of 2002. PRISM GT and PRISM Duette are both setting new performance levels in the industry and all at competitive pricing and with the same proven software and support found in previous PRISM products.

Automotive

In March 2001, we announced the closure of our Findlay, Ohio fabrication facility and the exit of our Automotive product line. In September 2002, the Findlay plant, which was the primary production location for our Automotive products line, was sold and all production related to operations ceased. Our Automotive product line contributed $47.6 million in Non-GAAP revenue during fiscal year 2002, however due to our exit of this business, we do not expect the product line to contribute material revenue in future periods.

Geographic Financial Summary

We operate exclusively in the semiconductor industry. Substantially all revenues result from the sale of semiconductor products. A summary of the operations by geographic area is summarized below (in thousands):

The 46 weeks in the year ended June 30, 2000 is a result of the sale of the semiconductor business from Harris. The 26 weeks in the stub year ended December 29, 2000 is the result of the change in our year end.

Export sales included in U.S. operations were $227.5 million for the 46 weeks ended June 30, 2000, $163.9 million for the 26 weeks ended December 29, 2000, and $3.7 million for the 52 weeks ended December 28, 2001. There were no export sales included in US operations in the 53 weeks ended January 3, 2003.

Sales, Marketing and Distribution

In fiscal year 2002, we derived about 62% of our sales from original equipment manufacturer, or OEM, customers and contract manufacturers. We derived 38% of our sales through distributors and value added resellers. Our sales organizations are supported by logistics organizations. Product orders flow to our fabrication facilities or to one of our foundries where the semiconductor die is made. Most of our semiconductors are

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assembled and tested through independent subcontractors. Products are then shipped to the customer either directly or indirectly via third party or internally-owned warehouses in the United States, Asia/Pacific and Europe.

To serve our customer base, we maintain a highly focused, direct sales force selling products for each of our targeted product areas, combined with a network of distributors and manufacturers’ representatives. We have dedicated direct sales organizations operating in the Asia/Pacific, Americas and Europe regions that serve our major OEM customers and distributors. We have strategically located our sales offices near these major OEM customers. Our technical sales force is aligned by product group, assuring an application and product focus. We also maintain a dedicated marketing organization, which supports each product area.

Manufacturers’ representatives generally do not offer products that compete directly with our products, but may offer complementary items manufactured by others. Manufacturers’ representatives do not maintain a product inventory; instead, their customers place large quantity orders directly with us and are referred to distributors for smaller orders.

Typically, distributors handle a wide variety of products, including products that compete with our products, and fill orders for many customers. Some of our sales to distributors are made under agreements allowing for market price fluctuations and/or the right of return on some unsold merchandise. Virtually all distribution agreements contain an industry standard stock rotation provision allowing for minimum levels of inventory returns. In our experience, these inventory returns can usually be resold. In 2002, due to changes resulting from the merger with Elantec and other factors, we changed our revenue recognition policy for sales to domestic distributors, in which we now recognize revenue from North American distributor sales on a sell through basis. Sales made to international distributors are still recognized when product is shipped.

Research and Development

We believe that the continued introduction of new products in our target markets is essential to our growth. We incurred costs of $131.0 million, $106.1 million, $47.0 million and $60.3 million on internal research and development projects in the 53 weeks ended January 3, 2003, the 52 weeks ended December 28, 2001, the 26 weeks ended December 29, 2000 and the 46 weeks ended June 30, 2000, respectively. In 2002, we announced over 100 new products for our target markets. We believe that we must continue to innovate, enhance and expand our products and services to maintain our leadership position, and we intend to achieve this through in-house research and development efforts and selective investments and acquisitions. As of January 3, 2003, we had 659 employees engaged in research and development efforts.

We also engage in advanced research projects with universities including the University of California in San Diego and the University of Florida. Technology and research has also been extended through selective investments in privately held emerging companies. These investments include Primarion, which is focused on next generation digital power management, and Silicon Wave, which has expertise in combining low and high data rate wireless networking technology for increased functionality.

Manufacturing

We manufacture products using our own fabrication facilities as well as external foundry companies which produce products to our specifications. Our internal facilities are located in Palm Bay, Florida and Milpitas, California.

In March 2001, we announced the closing of our factory located in Findlay, Ohio. This activity was successfully completed, on schedule, in September 2002. Four production processes were transferred to our Palm Bay, Florida facility from this location. These processes have been successfully installed and are producing products at expected volume levels.

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In July 2002 as part of the acquisition of Elantec, we announced the closing of our fabrication facility in Milpitas, California. This activity, as well as the transfer of our operational amplifier/DSL production process to our Palm Bay facility, is on schedule to be completed by July 2003.

We manufacture analog semiconductors in our company-owned facilities. Our Palm Bay, Florida facility features 6 inch, 0.6 micron processing capability utilizing an extensive set of manufacturing processes to fabricate our products including technologies such as: BiCMOS, Power BiCMOS, High Frequency Bipolar and CMOS. We outsource complex sub-micron CMOS, BiCMOS and Silicon Germanium manufacturing to Taiwan Semiconductor Manufacturing Company (TSMC), AMI Semiconductor, IBM and others. The table below sets forth certain information regarding our manufacturing facilities, products, wafer diameter and annual wafer capacity:

Our manufacturing processes use many raw materials, including silicon wafers and various chemicals and gases. We obtain our raw materials and supplies from a large number of sources on a just-in-time basis. Under a multi-year supply agreement with ChipPAC, Inc., or ChipPAC, their facilities are our primary provider of semiconductor assembly and test services. We augment ChipPAC’s capabilities by utilizing several other assembly and test service companies. We also have limited assembly and test capability in Palm Bay, Florida and Milpitas, California. Although supplies for the raw materials used by us are currently adequate, shortages could occur in various essential materials due to interruption of supply or increased demand in the industry.

Backlog

Our sales are made pursuant to purchase orders that are generally booked from one to six months in advance of delivery. Backlog is influenced by several factors including market demand, pricing and customer order patterns in reaction to product lead times. Although quantities actually purchased by customers may vary between booking and delivery to the extent customer needs or industry conditions change, our backlog has historically been a reliable indicator of our future revenues. Our backlog was $120.8 million at December 28, 2001 and $131.3 million at January 3, 2003. We expect to ship the backlog at January 3, 2003 within six months of that date.

Seasonality

A significant percentage of our products are sold into the computing market. The computing marketing generally experiences weak demand in the first fiscal quarter of each year.

Competition

We compete in our targeted markets on the basis of technical performance, product features, product system compatibility, customized design, price, availability, quality and sales and technical support. Our ability to compete successfully depends on elements both within and outside of our control, including successful and timely development of new products and manufacturing processes, product performance and quality, manufacturing yields, product availability, intellectual property protection obtained by us and our competitors, customer service, pricing, industry trends and general economic trends.

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The following chart sets forth our principal competitors within our continuing product groups:

Trademarks and Patents

We own rights to a number of trademarks and patents that are important to our business. Among others, we consider Intersil, Elantec^™, PRISM^®, Endura^™ and CommLink^™ to be trademarks that are material to our operations.

Our corporate policy is to protect proprietary products by obtaining patents for these products when practicable. We currently possess over 1,300 patents and have approximately 533 patents pending.

Employees

Our worldwide workforce consisted of 2,062 employees (full- and part-time) as of January 3, 2003. We believe that our relations with our employees are good.

Environmental Matters

Our operations are subject to environmental laws in the countries in which we operate. The regulations govern, among other things, air and water emissions at our manufacturing facilities; the management and disposal of hazardous substances; and the investigation and remediation of environmental contamination. As with other companies in our business, the nature of our operations exposes us to the risk of environmental liabilities and claims. We believe, however, that our operations are substantially in compliance with applicable environmental requirements. Our costs to comply with environmental regulations were about $4.3 million, $2.6 million and $2.1 million in each of fiscal years 2000, 2001 and 2002, respectively.

The Harris Corporation facilities in Palm Bay, Florida, are listed on the National Priorities List, or NPL, for groundwater clean up under the Comprehensive Environmental Response, Compensation and Liabilities Act, or Superfund. Our adjacent facility is included in the listing since they were owned by Harris at the time of the listing. Remediation activities associated with the NPL site have ceased. However, Harris is still obligated to conduct groundwater monitoring on our property for an unspecified period of time. Harris has indemnified us from any environmental liabilities associated with this contamination.

Our former facility in Kuala Lumpur, Malaysia, which we sold to ChipPAC in June 2000, has known groundwater contamination from past operations. The contamination was discovered in May 2000, during the closure activities associated with a former waste storage pad. This contamination has been attributed to activities conducted prior to our acquisition of the facility from Harris. Harris is conducting additional investigations and some remediation may be required. Harris has indemnified us from any environmental liabilities associated with this contamination.

Also, an industrial wastewater treatment plant at our former facility in Kuala Lumpur did not have sufficient hydraulic capacity to effectively treat the wastewater flows associated with the level of production at the time of the sale to ChipPAC. We have offered and are continuing to negotiate a cash settlement for upgrading the industrial wastewater treatment plant.

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Our former facility in Mountaintop, Pennsylvania, which we sold to Fairchild Semiconductor in February 2001, has known groundwater and subsurface contamination from past operations, all of which occurred prior to our acquisition of those facilities from Harris. Some remediation has been conducted and additional remediation may be required. Also, the fluoride pretreatment plant for industrial wastewater, which was installed by Harris in 1995, is not operating to design specifications and this occasionally causes discharges to the local sanitary authority that exceed pretreatment standards. Harris has conducted pilot studies and prepared a preliminary design to address the system’s deficiencies and local discharge requirements.

Harris has agreed to indemnify us for the cost of addressing environmental conditions created prior to our ownership of these facilities. We agreed to a similar indemnity with ChipPAC regarding the Malaysia facility and with Fairchild Semiconductor regarding the Pennsylvania facility. Based on the historical costs of these projects and previous experience with other remediation activities, we do not believe that the future cleanup costs will be material.

Future laws or regulations and changes in the existing environmental laws or regulations may subject our operations to different, additional or more stringent standards. While historically the cost of compliance with environmental laws has not had a material adverse effect on our business, financial condition or results of operations, we cannot predict with certainty our future costs of compliance because of changing standards and requirements. We cannot be certain that materials costs will not be incurred in connection with the future compliance with environmental laws or with future cleanup costs related to currently unknown contamination.

Access of Public Information

The public can access information from our website (www.intersil.com). We routinely file reports, as required, with the SEC including but not limited to Form 10Q, Form 10K and Form 8K. The public may read and copy any materials filed by Intersil with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549 and may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

Item 2.    Properties

In the United States, we lease our corporate headquarters in Milpitas, California. Additional manufacturing, warehouse and office facilities are housed in about 846,000 square feet of owned facilities in Palm Bay, Florida.

We conduct engineering activity in our owned and leased facilities in Palm Bay, Florida; Milpitas, California; Durham, North Carolina (Research Triangle Park); Somerville, New Jersey; Irvine, California; Scottsdale, Arizona; San Antonio, Texas; Dallas, Texas; Seattle, Washington; and Bilthoven, The Netherlands.

We maintain regional sales offices in Milpitas, California; Irvine, California; Palm Bay, Florida; Framingham, Massachusetts; Dallas, Texas; San Jose, California; Carmel, Indiana; Phoenix, Arizona; Research Triangle Park, North Carolina; North Branch, New Jersey; Lausanne, Switzerland; Ismaning, Germany; Kempen, Germany; St. Aubin, France; Brussels, Belgium; Espoo, Finland; Danderyd, Sweden; Milan, Italy, Camberly, United Kingdom; Hong Kong, China; Shenzhen, China; Shanghai, China; Taipei, Taiwan; Singapore; Yokohama, Japan; and Seoul, South Korea. All of our offices are leased generally under short-term leases, except our offices in Palm Bay, Florida.

We believe that our facilities around the world, whether owned or leased, are well maintained. Our manufacturing facilities contain sufficient production capacity to meet our anticipated needs for the foreseeable future.

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Item 3.    Legal Proceedings

From time to time we are involved in legal proceedings arising in the ordinary course of business. Reorganization of Harris’ sales representatives resulted in the termination of its sales representative agreement with Giesting & Associates, Inc., or Giesting, in September 1998. In January 1999, Giesting asserted a variety of business tort, contract, and statutory claims against Harris in the U.S. District Court for the Middle District of Florida. We assumed both the defense and liability for this litigation when we purchased the semiconductor business from Harris, and continued the defense of the case in Harris’ name. The Court dismissed Giesting’s tort claims for fraud and tortuous interference with contractual relations and certain of its statutory claims on motions to dismiss and for summary judgment. Giesting proceeded to trial on the remainder of its contract and statutory claims in November 2000, seeking damages in excess of $9 million. On November 21, 2000, the jury returned a verdict in the amount of $748,336. On December 1, 2000, the District Court entered judgment in that amount, and also awarded Giesting prejudgment interest in the amount of $83,505 and costs in the amount of $18,190. On June 5, 2001, the District Court awarded Giesting an additional $30,000 in attorney’s fees. We continue to believe that Giesting’s claims are without merit. Both parties appealed various aspects of the judgment to the U.S. Court of Appeals for the Eleventh Circuit. On July 17, 2002, the Court of Appeals issued a decision rejecting Giesting’s appeal in its entirety. The Court of Appeals also vacated portions of the judgment for Giesting, remanding the case with orders to reduce the judgment by at least $417,664. On November 13, 2002, the district court ordered the parties to file briefs setting forth their respective positions concerning how to proceed on remand. Briefing was completed on December 13, 2002, with Giesting maintaining that it is entitled to a reduced judgment in the amount of $462,366 plus post-judgment interest, and the Company maintaining that a new trial is necessary to calculate the amount by which Giesting’s damages should be reduced under the Court of Appeals’ July 17, 2002 decision. The district court has not yet issued a ruling on the parties’ remand submissions.

On November 23, 1998, Harris filed suit against Ericsson and Telefonaktiebolaget LM Ericsson for infringement of various cellular technology patents. Ericsson counter sued and filed a complaint against Harris for infringement of certain telecommunication patents in the United States District Court for the Eastern District of Texas. Shortly after we purchased the semiconductor business from Harris, Ericsson joined us in the suit by filing an Amended Complaint on October 15, 1999. After discovery and depositions by the parties, only Ericsson’s U.S. patent 4,961,222 remains in the suit. Ericsson sought damages from Harris and us, as well as injunctive relief prohibiting sales of accused products. On June 3, 2001, the jury returned a verdict against Harris and us regarding patent infringement of our 5513/5514/5518 SLIC families. The total amount awarded against Harris is $4.1 million, and the amount against us is $151,000. We have the benefit of an indemnity from Harris for this amount, but the possibility of an injunction exists against future affected SLIC sales. On July 11, 2002, the court granted Harris and Intersil’s post-trial motion for summary judgment, setting aside the entire jury verdict and giving Ericsson nothing. Ericsson filed an appeal in the United States Court of Appeals for the Federal Circuit, and Intersil cross-appealed on September 4, 2002 to preserve our rights in the event that the Federal Circuit considers reinstatement of any part of the jury verdict.

We and certain of our present officers and directors as well as our lead initial public offering underwriter and lead underwriter of our September 2000 offering, Credit Suisse First Boston Corporation, have been named as defendants in several putative securities class actions, the first of which was filed on June 8, 2001 in the United States District Court for the Southern District of New York. The complaints allege violations of Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act, based on, among other things, the dissemination of statements containing material misstatements and/or omissions concerning the commissions received by the underwriters of the initial public offering as well as failure to disclose the existence of purported agreements by the underwriters with some of the purchasers in these offerings to thereafter buy additional shares of Intersil in the open market at pre-determined prices above the offering prices. The plaintiffs seek class action certification and an award of damages and litigation costs and expenses. These lawsuits against Intersil, as well as those alleging similar claims against other issuers in initial public offerings, have been consolidated for pre-trial purposes before Judge Scheindlin. In December 2001, plaintiffs

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‘filed amended complaints that added certain officers as defendants and changed the nature of their causes of action. Plaintiffs dropped their claims of securities fraud against Intersil and the individual defendants, while adding claims under one or more sections of the Securities Act of 1933 against Intersil and the individual defendants arising from the alleged misrepresentations or omissions described above with regard to both Intersil’s initial, and second, public offerings. In April 2002, the plaintiffs filed a consolidated amended complaint against us and certain of our officers and directors. The consolidated amended complaint pleads claims under both the 1933 Securities Act and under the 1934 Securities Exchange Act. In addition to the allegations of wrongdoing described above, plaintiffs also now allege that analysts employed by underwriters who were acting as investment bankers for Intersil improperly touted the value of the shares of Intersil during the relevant class period as part of the purported scheme to artificially inflate the value of Intersil shares. Intersil and the other defendants have filed motions to dismiss plaintiff’s complaints, which motions are pending before the court. We believe the claims against us are without merit and intend to vigorously defend them. Pursuant to our underwriting agreements, we have made claims for indemnity against our underwriters in connection with any liability or expenses we may incur as a result of these claims. We have also, on our own behalf and on behalf of the individual defendants, made claims under relevant provisions of our directors’ and officers’ liability insurance policies. We cannot ensure that we will be able to recover from the underwriters or that the policy claims will be paid by the insurers.

As previously reported, on or about March 9, 2001, Proxim Corporation filed a patent infringement suit against Intersil and its customer Cisco Systems, Inc. in the United States District Court for the District of Massachusetts. Proxim alleged that Intersil and Cisco infringed United States Patents Nos. 5,077,753, 5,809,060, and 6,075,812 by making, using, selling, or offering to sell certain wireless LAN products, including products that incorporate Intersil’s PRISM chip sets. Intersil has been defending Cisco against those infringement claims. Also in March 2001, Proxim initiated actions against other Intersil customers for infringement of those same three patents in the United States District Court for the District of Delaware and the United States International Trade Commission (ITC). Proxim’s claims focus, in part, on Intersil products. Some of the companies involved in these proceedings are direct purchasers of Intersil products and sought indemnification from Intersil, thus we agreed to defend one or more of those companies and joined the ITC proceedings in order to advance that defense.

On March 17, 2003, Intersil and Proxim entered into an agreement to settle all their patent-related litigation and enter into a patent cross-license. The agreement provides for the dismissal with prejudice of all Proxim patent infringement litigations against Intersil and its customer’s use of Intersil products (including the Delaware and Massachusetts litigations), as well as termination of the U.S. International Trade Commission investigation involving those products. Under the agreement, Intersil and Proxim have entered into a patent cross-license agreement and Intersil will make a one-time payment.

In June 2001, Harris, Intersil’s predecessor, filed suit against United States Filter Wastewater Group (USF) regarding a fluoride wastewater treatment system that USF’s predecessor designed, manufactured and installed at Harris’s former Mountaintop, Pennsylvania facility pursuant to a December 1993 contract. Harris alleges the system does not comply with the December 1993 contractual specifications as well as other requirements imposed by the local sewer authority. Harris is seeking from USF approximately $3,500,000 in operating costs, consultant fees and the cost of constructing a new wastewater treatment system. Harris sold the facility and system to Intersil in 1999 and Intersil sold the facility and system to Fairchild Semiconductor Corp. in 2001. Intersil and Fairchild intervened as party-plaintiffs in the lawsuit against USF. On May 10, 2002, Fairchild sent a claim letter to Intersil seeking indemnification (including legal fees) associated with the design and construction of a new fluoride treatment system, based on the 2001 sale agreement. On November 25, 2002, Intersil sent a claim letter to Harris seeking indemnification for losses associated with the system, based on the 1999 sale agreement. These indemnification claim are not the subject of any pending legal action. If Harris prevails over USF, the matter will be resolved, effectively resolving claims by Intersil against Harris and Fairchild against Intersil. If Harris does not prevail over USF, then based on the nature of the contractual indemnifications between the parties, we believe that any liability that Intersil may owe to Fairchild relating to the system will be covered and addressed by Harris and its obligation to indemnify Intersil with respect to the system.

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On October 17, 2002, Agere Systems, Inc. (Agere) filed suit against Intersil in the District Court of Delaware. Agere alleges that Intersil infringes U.S. Patent Nos. 5,128,960, 5,420,599, 5,862,182, 6,067,291, 6,404,732B1, and 6,452,958B1 by making, using, selling, offering to sell, and/or importing products that infringe these patents. Intersil has counterclaimed against Agere for infringement of ten Intersil patents. Intersil believes that the claims against it are without merit and Intersil intends to vigorously defend against Agere’s claims against it and pursue its claims against Agere. A trial has been scheduled for June 2004. It is Intersil’s belief that the above litigation will not have a material adverse effect on its business, financial condition, results of operations, or cash flows.

It is our belief that the above litigations will not have a material adverse effect on our business, financial condition, results of operations or cash flows.

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

No matter was submitted to a vote of security holders during the fourth quarter of fiscal year 2002.

PART II

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

(a) Our Class A Common Stock has been traded on the Nasdaq Stock Market’s National Market since February 25, 2000 under the symbol “ISIL.” Prior to that time, there was no public market for our common stock, and there is currently no public market for our Class B Common Stock. The following table sets forth, for the periods indicated, the high and low closing prices per share of our Class A Common Stock as reported in Nasdaq Stock Market trading.

(b) Holders. On March 24, 2003 the last reported sale price for our Class A Common Stock was $16.10 per share. As of March 24, 2003, there were about 300 record holders of our Class A Common Stock.

(c) Dividends. We have never paid a cash dividend. Any determination to declare and pay dividends will be made by our board of directors in light of our earnings, financial position, capital requirements and such other factors as the board of directors deems relevant.

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Item 6.    Selected Financial Data

SELECTED FINANCIAL DATA

The following table sets forth selected financial data for Intersil and its predecessor. The historical financial data as of and for the fiscal year ended 1998, 1999 and for the six weeks ended August 13, 1999 are derived from our predecessor’s audited consolidated financial statements, which are not included elsewhere in this report. The historical financial data as of and for the 46 weeks ended June 30, 2000, the 26 weeks ended December 29, 2000, the 52 weeks ended December 28, 2001 and the 53 weeks ended January 3, 2003 are derived from our audited consolidated financial statements included elsewhere in this report. This information should be read in conjunction with the consolidated financial statements included elsewhere in this report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. For fiscal year 1998, the results of operations of our Discrete Power products group are not available from our predecessor’s records. The 53 weeks ended January 3, 2003 includes the results of our Elantec product group from May 14, 2002, which was the date of the merger.

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

The following discussion should be read in conjunction with, and is qualified in its entirety by reference to our consolidated financial statements, including the notes thereto. Except for historical information, the discussions in this section contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed below.

This Annual Report contains statements relating to expected future results and business trends of the Company that are based upon our current estimates, expectations, and projections about our industry, and upon management’s beliefs, and certain assumptions we have made, that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” and variations of these words or similar expressions are intended to identify “forward-looking statements.” In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances, including any underlying assumptions, are “forward-looking statements.” Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Therefore, our actual results may differ materially and adversely from those expressed in any “forward-looking statement” as a result of various factors. These factors include, but are not limited to: global economic and market conditions, including the cyclical nature of the semiconductor industry and the markets addressed by the Company’s and its customers’ products; demand for, and market acceptance of, new and existing products; successful development of new products; the timing of new product introductions; the successful integration of acquisitions; the availability and extent of utilization of manufacturing capacity and raw materials; the need for additional capital; pricing pressures and other competitive factors; changes in product mix; fluctuations in manufacturing yields; product obsolescence; the ability to develop and implement new technologies and to obtain protection of the related intellectual property. These “forward-looking statements” are made only as of the date hereof, and the Company undertakes no obligation to update or revise the “forward-looking statements”, whether as a result of new information, future events or otherwise.

Overview

We provide system level solutions for the high performance analog and wireless networking markets. We focus on four fast growing markets: power management, optical storage (CD and DVD recordable), flat panel displays and wireless networking. We bring added customer value by providing silicon, software and reference design solutions to new products that enhance the computing experience.

Basis of Presentation

We were formed on August 13, 1999 through a series of transactions, in which we and our wholly owned subsidiary, Intersil Communications, Inc., or Intersil Communications, acquired the semiconductor business of Harris Corporation, or Harris. Intersil Corporation, or Intersil and its wholly owned domestic and foreign subsidiaries include the operations of the Predecessor.

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Pursuant to a Form 8-K filed on March 29, 2000, we elected to change our fiscal year end from the Friday closest to June 30 to the Friday closest to December 31. Our stub year 2000 began on July 1, 2000 and ended December 29, 2000.

On March 16, 2001, we sold the assets of our Discrete Power products group to Fairchild Semiconductor Corporation, or Fairchild for $338.0 million in cash and the assumption by Fairchild of certain liabilities of the product group. The consolidated balance sheet as of December 28, 2001 has been reduced by the assets purchased and liabilities assumed by Fairchild. Additionally, the operating results of our Discrete Power products group are shown under the caption “Operating results of certain operations disposed of during 2001” in the consolidated statements of operations.

On May 14, 2002, we consummated the merger with Elantec. The merger was accounted for using the purchase method of accounting and, accordingly, the results of operations of Elantec have been included in the accompanying financial schedules since the merger date.

Quarterly Results

The following table sets forth the unaudited historical quarterly revenue of our product groups without our Discrete Power products group:

Our Power Management products are designed into desktop and notebook computers, file servers, workstations and a variety of portable computing devices. Elantec focuses on optical storage (CD and DVD recordable), LCD flat panel display and DSL markets. The Standard Analog portfolio includes switches, MUXes and interface devices for computing, communications, test and instrumentation, medical, industrial and other applications. Wireless Networking products are used for Wireless LAN (WLAN) including a variety of 802.11 standards. Lastly, we sold analog products for the automotive industry. With the sale of our Findlay facility in September 2002, we have discontinued the production of automotive products and do not expect the revenue from this product line to be material in fiscal year 2003.

During the first three quarters of 2001, the semiconductor industry experienced a downturn in demand. Since that time, the industry has stabilized, but has yet to see a meaningful recovery. Despite a weak industry, we continue to gain market share in desktop and notebook power regulators. In addition, the wireless networking market grew significantly from the third quarter of 2001 to the third quarter of 2002. However, in the fourth quarter of 2002, Wireless Networking experienced customer-requested delayed shipments, which caused their revenue to decline sequentially.

Due to the addition of Elantec, the second quarter of fiscal year 2002 includes some changes which inhibit the comparability to previous quarters. The change in our revenue recognition policy for sales to North American distributors reduced the revenues of Power Management, Standard Analog and Wireless Networking in the second quarter of 2002 by $3.4 million, $10.1 million and $1.2 million, respectively. Effective March 30, 2002,

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we began to recognize revenue to North American distributors on a sell-through basis. As such, we now recognize sales to North American distributors upon shipment to the end customer. Formerly, we recognized revenue from North American distributor sales upon shipment to the distributors.

Fiscal Year 2002 Compared with Fiscal Year 2001

The following table sets forth statement of operations data in dollars and as a percentage of revenue for the periods indicated: