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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2002 or

For the transition period from ____________ to ____________

Commission file number 000-27389

INTERWOVEN, INC.

(Exact name of registrant as specified in its charter)

803 11th Avenue, Sunnyvale, CA 94089

(Address of principal executive offices) (Zip code)

(408) 774-2000

(Registrant’s telephone number, including area code)

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

None

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

Common Stock, $0.001 par value;

(Title of Class)

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

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

The aggregate market value of the voting stock held by non-affiliates of the Registrant as of June 30, 2002 was approximately $323,607,373 (based on the last reported sale price of $3.05 on June 28, 2002 on the NASDAQ National Market).

The number of shares of registrant’s common stock outstanding as of March 18, 2003 was 102,592,715.

Certain sections of Registrant’s definitive proxy statement for the 2003 Annual Meeting of Stockholders to be held on June 5, 2003, are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.

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INTERWOVEN, INC.

2002 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

Interwoven, TeamSite, MetaTagger, OpenDeploy, DataDeploy, MetaCode, MetaFinder, MetaSource, OpenTransform, SmartContext, TeamCatalog, TeamCode, TeamDoc, TeamPortal, TeamTurbo, TeamXML, TeamXpress, VisualAnnotate, the taglines, logo and service marks are trademarks of Interwoven, Inc., which may be registered in certain jurisdictions. All other trademarks are owned by their respective owners.

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CAUTION REGARDING FORWARD LOOKING STATEMENTS

Some of the statements contained in this report constitute forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify these statements by forward-looking words such as “expect,” “plan,” “anticipate,” “believe,” “estimate” or “continue “and variations of these words or comparable words. In addition, any statements which refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations contain many such forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and situations that may cause our or our industry’s actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. The risk factors contained in this report, as well as any other cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ from the expectations described or implied in our forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Except as required by law, we do not undertake to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

PART I

Overview

Interwoven provides a software platform, solutions and services that help customers automate the process of developing, managing and deploying content used in important software applications used by business enterprises, such as customer relationship management and enterprise portal applications. Our “Open Content Platform” consists of a comprehensive suite of products that enables businesses to take advantage of content-rich applications to deliver business value. This platform can meet the needs of a small group of users and can scale to serve the global enterprise. Our products are designed to allow many types of contributors within an organization to create, manage, tag and deploy code and content assets, such as documents, database information, XML and HTML content, and application code, to a host of enterprise applications and initiatives.

Our suite consists of five product lines:

Our products support enterprise applications such as enterprise portals, web technologies including application servers, database servers, and authoring tools. Further, our products adhere to many widely accepted industry standards and protocols.

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Interwoven was incorporated in California in 1995 and reincorporated in Delaware in 1999. Interwoven is headquartered in Sunnyvale, California and our mailing address is 803 11th Avenue, Sunnyvale, California, 94089, and our telephone number is (408) 774-2000. Our corporate web site address is http://www.interwoven.com. We make available free of charge through our web site our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the Securities and Exchange Commission.

Products and Services

Our product suite consists of five product lines: Content Management, with our flagship product TeamSite; Content Intelligence, with MetaTagger; Content Distribution, with OpenDeploy, Enterprise Application Connectors Suite, with our TeamPortal series of connectors to enterprise portals; and Development Suite, with TeamCode. Additional modules include: TeamXML Content Server, TeamTurbo, Content Provider, OpenTransform and OpenSyndicate. We generally license our products on a per-server, per-CPU basis and occasionally license them on an enterprise or site license basis. We also provide services, including professional services, maintenance and support.

Content Management

Our flagship product, TeamSite, provides a highly scalable infrastructure to manage enterprise content. TeamSite is designed to increase the rapid deployment of major eBusiness initiatives, including enterprise portals, customer relationship management, Intranet/Internet web sites and eCommerce, among others.

Collaboration.    TeamSite provides a virtual work area for each contributor within an organization. A virtual work area is a local, desktop representation that appears to a contributor as a complete, fully functioning web site. This provides developers and contributors with the ability to see and test changes to individual documents, collections of documents and web pages, as they would appear in an actual production environment. This approach helps users ensure quality by promoting individual accountability, allowing developers to discover costly bugs, and helping contributors prevent deployment of inaccurate content to the production site. Users submit revised content from work areas to a common staging area, a pre-production version of the web site that consolidates changes. After the consolidated changes in the staging area are approved, the next edition of the production site can be authorized and deployed. This content management process makes site-level rollbacks, site recovery and site audits possible.

Parallel Development.    TeamSite supports multiple contributors working on a single project, and multiple teams working on many projects simultaneously, by utilizing a technique we refer to as branching. A development branch typically consists of many work areas connected to one staging area. For example, branches might represent a company’s Intranet and extranet sites. When required, the content within these independent branches can be synchronized.

Archival and Rollback.    TeamSite captures the history of modifications to content within each contributor’s work area as well as the content within the common staging area. Our content versioning technology allows customers to record and manage content modifications and capture complete histories of files. This functionality is critical in industries where regulatory requirements warrant this type of archival. TeamSite captures and stores the history of content modifications and allows users to re-publish, what we refer to as rollback of earlier versions of assets, such as a particular set of documents to an entire web site.

Forms-Based Content Entry and Publishing.    TeamSite enables contributors to create and publish content through a simple forms based environment, which we call templating. Customers can create these forms, or templates, through our Visual Templated Builder tool that allows users to select the appropriate template to facilitate content entry. Upon completion of the template, the content is stored as XML in the TeamSite and can be coupled with a presentation template that controls the look and feel of the final page.

Business Process Automation.    TeamSite is designed to allow diverse groups of users, including both non-technical and technical users, to participate in building and contributing content. To facilitate the management of these contributors, TeamSite automates workflow processes such as task assignment, resource scheduling, content routing, content approval and content tracking through the entire production lifecycle.

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Integrated Repository.    TeamSite Content Store serves as a repository for a host of asset types, including documents, rich media, database content, application code and web content.

Extensions.    In October 2002, we formed a strategic relationship with MediaBin, a company that develops multi-media asset management products, for the purpose of extending and enhancing our capabilities in the multi-media arena.

Interoperability.    The architecture of TeamSite enables businesses to implement it without making significant changes to their existing content or systems architecture, resulting in rapid implementation. Additionally, TeamSite’s open architecture allows users to choose their preferred content authoring software and application servers.

TeamSite currently operates on Sun Solaris, IBM AIX, Microsoft Windows NT and Microsoft Windows 2000 operating systems. TeamSite was first shipped in May 1997. We first shipped the current version of TeamSite, TeamSite 5.5.2, in June 2002.

Content Intelligence

MetaTagger offers enterprises highly advanced capabilities for the generation and management of metadata, reference information about content assets.

MetaData Management.    MetaTagger provides metadata management services for enterprise content. MetaTagger inspects each document, including the full text of a document and any properties associated with the document, to provide keywords, summaries and classification notations about a selected document. These items—or metadata—enable more individuals to more accurately find the documents they need and applications to provision content relevant to the context of their application.

Taxonomy Development and Maintenance.    Classification of documents is critical to maintaining an overall structure for an organization’s content. MetaTagger can generate this structure from existing content or structures of content or import this structure from third parties, such as industry standards bodies. This process is referred to as taxonomy or ontology. MetaTagger Studio provides a means for information scientists to update and maintain these taxonomies in a visual environment.

Metadata Provisioning.    MetaTagger provides both fully automated and semi-automated metadata development and provisioning. Utilized in its fully automated mode, users can develop metadata from existing documents through batch processing, which allows users to update collections of documents concurrently. Customers can also utilize MetaTagger in a semi-automated mode, allowing contributors to review and edit metadata within a form-based environment that has been pre-populated by MetaTagger. We believe that this flexibility is central to overall metadata management experience.

External Repository Support.    While MetaTagger remains fully integrated with our other products, MetaTagger can operate independently of TeamSite and content managed by our other products.

Search and Portal Integration.    Metadata is used by our customers to improve search capabilities, both in stand-alone applications, such as an Internet site and in enterprise portals. Interwoven and several of its partners have collaborated to provide integrations between MetaTagger and Verity products (K2 and UltraSeek, formerly Inktomi’s enterprise search product) and iPhrase One-Step.

We first shipped MetaTagger in May 2001, and shipped the current version, MetaTagger 3.5, with MetaTagger Studio, in February 2003. MetaTagger operates on Sun Solaris, Microsoft Windows NT and Microsoft Windows 2000 operating systems.

Content Distribution

OpenDeploy Distribution Server allows users to distribute and replicate code and content generated during development and testing stages in a customer’s code and content production cycle to multi-tiered production servers throughout a dispersed enterprise network. OpenDeploy distributes content from multiple target sources, such as repositories of application code and enterprise content, to multiple target destinations, such as web servers and enterprise applications, in a reliable, secure, and automated fashion. OpenDeploy’s graphical user interface allows information technology managers to administer, control and monitor content deployments from remote locations.

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Secure Transactional Replication.    OpenDeploy ensures that code and content is synchronized to target destinations and enterprise applications in a reliable, secure, and automated fashion. OpenDeploy encrypts content for secure transfer over Transactional Control Protocol/Internet Protocol (TCP/IP). The domestic version of OpenDeploy uses 128-bit Secure Sockets Layer (SSL) encryption; the international version does not utilize this feature due to export regulations. OpenDeploy further provides transactional services and communications to ensure that content designated for distribution reaches and is utilized at target destinations.

Multi Server Synchronization.    OpenDeploy allows organizations to synchronize content among a multitude of servers. OpenDeploy can be configured to support a deployment procedure for all target destinations or a defined select set of destinations. This functionality provides additional flexibility for network administrators.

External Repository Support.    While OpenDeploy remains fully integrated with other portions of the Interwoven platform, it can operate independent of TeamSite, providing distribution services for code and content maintained within other repositories.

Synchronized Replication, Rollback and Reporting.    OpenDeploy deploys code and content from multiple sources in a synchronized manner. This enables enterprises to combine content maintained within a source code management system with content from a content management system. This content can further be distributed in a production site or application. OpenDeploy further supports rollback of code and content objects, important for overall quality. OpenDeploy provides a full reporting environment for transactions and production server status.

Content Network Integration.    OpenDeploy allows enterprises to distribute content from sources to caching networks to improve the performance and response times of their applications. OpenDeploy integrates with content networking products, including Network Appliance and Akamai to facilitate content distribution.

OpenSyndicate, Interwoven’s syndication server, enhances the Content Distribution product line as it is designed to provide content to distributed divisions, partners or suppliers. OpenDeploy operates on Sun Solaris, Microsoft Windows NT, Microsoft Windows 2000, IBM AIX, Hewlett Packard UX and Linux operating systems. We first shipped OpenDeploy in January 1998, and shipped the current version, OpenDeploy 5.6, in January 2003.

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Enterprise Application Connector Suite

Our enterprise application connector suite, featuring TeamPortal, is used to integrate our platform with enterprise portal applications and customer relationship management systems from leading vendors. TeamPortal allows portal users to utilize Interwoven capabilities, such as document development and publishing, directly from their portal interface. It also allows users to publish content to those portal applications. TeamPortal manages the lifecycle of portal-based content, including documents, rich media, application code, and XML and HTML content. It also, helps to ensure that content within an enterprise’s portal is accurate, relevant, and searchable. TeamPortal is compatible with a variety of portal applications, including BEA Systems, IBM, Plumtree Software, Oracle, and SAP. We first shipped TeamPortal 1.1, our current version in, June 2002.

Developer Suite

Our developer suite, featuring TeamCode, provides developers with the tools needed to integrate Interwoven capabilities with their applications, and also allows them to develop and manage web applications. TeamCode allows developers to develop and manage the code and content required for customized web applications. TeamCode combines critical code functionality, such as branches, merging, conflict resolution, visual and source differencing, workflow capability, and whole-site versioning, with integration to developer tools, such as IBM’s WebSphere Studio Application Developer. TeamCode provides a single repository, helping to eliminate the need for multiple separate servers and various software applications that are currently being used to address code and content challenges. We first shipped TeamCode 1.0, our current version in, March 2003.

Optional Add-on Modules

Our optional modules include TeamXML, TeamTurbo, ContentProvider, OpenTransform and OpenSyndicate. TeamXML extends TeamSite’s capability to manage XML components for advanced data reuse. TeamTurbo enables TeamSite customers to manage dynamic content such as applications, personalization rules and targeting rules, thereby enhancing an enterprise’s ability to share content across its business and leverage content from one initiative to many others initiatives. Content Provider enables TeamSite customers to leverage existing content dispersed throughout existing enterprise repositories. OpenTransform enables TeamSite users to convert content from proprietary file formats into existing open, extensible formats, such as XML, MS Word, and HTML. OpenSyndicate enables OpenDeploy customers to profile, share and exchange content between enterprises in a secure environment.

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The following table highlights some of the features of our products:

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Interwoven Services

Our worldwide professional services organization provides implementation consulting and other technical services to our license customers. We provide our customers with the services necessary to install, integrate and deploy our solutions. Our services professionals utilize a comprehensive methodology to deliver our content platform to our customers and configure our products to meet the specific needs of the customer. We sell services in conjunction with licenses of our software products. These services include:

Customer Support and Training

We offer a comprehensive array of customer support programs that are designed to ensure successful implementation and customer satisfaction. These programs include maintenance, technical support and professional services, as well as educational offerings. Our educational offerings include technical training and end-user training. In addition, we offer various levels of product maintenance to our customers. Maintenance services are typically subject to an annual, renewable contract and are typically priced as a percentage of product license fees.

Technology

We believe that our technology offers our customers and our partners, a highly scalable content platform based on an open architecture that incorporates widely accepted industry standards and supports a wide variety of software applications. Our customers typically use our technology as the platform to manage their enterprise-wide content operations. In 2002, we upgraded TeamSite’s internal systems architecture to take advantage of operating system improvements and new design features. As a result of these upgrades, access times and content throughput have increased significantly. Disaster recovery capabilities, multi-store content management functionality and an XML, web services-based interface additions have also strengthened diverse applications at customer sites.

Interwoven continues to ensure that our products are integrated to leading enterprise standards, from content authoring environments to application architectures. Accordingly, TeamSite integrates with many commercially available authoring tools, allowing users the freedom to choose which authoring applications to use. For example, to add content to a site, a graphics designer may use Adobe Systems’ Photoshop, a layout expert may use Macromedia’s Dreamweaver, and a non-technical contributor may use Microsoft’s Office 2000. Interwoven products also are compatible with leading application servers, databases, and web servers and industry standards, such as SOAP.

Scalability, Performance and Availability

Scalability and Performance.    TeamSite uses a multi-threaded approach to promote faster server performance through parallel software code execution. It also uses C++ and object-oriented programming to promote scalability and performance. In addition, OpenDeploy can distribute content to a single or to multiple productions application servers simultaneously. This content replication functionality meets the requirements for the most demanding geographic and application environments.

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Availability.    Our design promotes reliability and availability by allowing customers to employ their normal data backup and recovery tools. In addition, critical data is duplicated, providing the necessary redundancy for data recovery to minimize the potential for data loss.

Industry Standards

Interwoven is committed to ensuring its products are compatible with Java 2 Enterprise Edition (J2EE) and Microsoft .Net standards. We also participate in various technology standards bodies including: W3C, a web standards body; OASIS, an industry standards body promoting XML standards; PRISM, a metadata standards body; and IDE Alliance, a digital asset standards body.

Open to Many Files, Tools and Applications.    Unlike proprietary, closed implementations, our products have been developed to accommodate industry-leading technologies, such as XML and Java, and other evolving industry standards. The TeamSite Content Server presents its content through popular file management systems such as Unix Network File System and Microsoft Windows Network File System.

eXtensible Markup Language.    XML provides customers with the ability to integrate new applications and data with other XML-compliant technologies and legacy applications. Our products support the use of XML for data and content exchange. Our technology accelerates the adoption of XML by our customers, enabling them to reuse and re-purpose individual assets, which reduces redundant content within an organization.

Customers

Our products and services are marketed and sold to a diverse group of customers operating in a broad range of industries. Our customers include both established companies migrating their operations online, new companies formed specifically to deliver products and services over the Internet and companies whose objective is to deploy and manage critical business content across their organization. These customers typically consider the Internet-enabled applications to be critical to their future success. As of December 31, 2002, over 1,100 companies had licensed our products. In 2002, no customer accounted for ten percent or more of our total revenues. Our sales of products and services in the United States accounted for 81%, 66% and 63% of our total revenues in 2000, 2001 and 2002, respectively.

Technology Vendors and Service Providers

Technology Vendors

To ensure that our products deliver value to our customers, we work with leading technology vendors to ensure the compatibility of our products. Interwoven products are compatible with Macromedia’s Dreamweaver, Microsoft’s Office 2000 and Adobe Systems’ Photoshop authoring tools, among others. Interwoven products are also integrated or compatible with a wide range of enterprise applications, such as BEA Systems’ WebLogic Application and Portal servers, IBM’s Websphere Application and Portal Servers, Oracle 9iAS Application and Portal servers, Plumtree Software’s Portal Server, SAP’s MySAP Enterprise Portal Server, and Siebel Systems’ eBusiness Applications for customer relationship management. Further, Interwoven products are integrated to leading search engines including