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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 2, 2004

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

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 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 July 4, 2003 was $3,641,607,947.

The number of shares outstanding of the registrant’s Class A Common Stock as of March 8, 2004 was 139,890,443.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Definitive Proxy Statement to be filed with the Securities and Exchange Commission for the Registrant’s 2004 Annual Meeting are incorporated by reference into Part III of this Form 10-K.

Table of Contents

INTERSIL CORPORATION

FORM 10-K

January 2, 2004

TABLE OF CONTENTS

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Item 1. Business

General

We are a global designer and manufacturer of high performance analog integrated circuits (“ICs”). We believe our product portfolio addresses some of the fastest growing applications in four attractive end markets: high-end consumer, computing, communications and industrial.

Glossary of Technical Terms

We have included the following definitions of technical terms to aid the reader:

48-volt telecom: 48-volt telecom servers convert battery power, which is used by telephone switching equipment, into lower voltages, such as 1.5 volt, required by digital logic integrated circuits such as microprocessors.

ACPI: ACPI (Advanced configuration power interface) is the computing industry specification for the efficient handling of power consumption in desktop and mobile computers. ACPI specifies how a computer’s basic input/output system, operating system and peripheral devices communicate with each other. “Sleep states” like “suspend” or “hibernate” are controlled by devices following the ACPI standard.

ADSL: ADSL (Asymmetric digital subscriber line) is a technology for the transmission of digital information at a high bandwidth on existing phone lines to homes and businesses. Unlike regular dial-up phone service, ADSL provides continuously-available, “always on” digital connection. ADSL is asymmetric in that it uses most of the channel to transmit downstream to the user and only a small part to receive information from the user. ADSL can be used simultaneously with standard analog (voice) information on the same line. ADSL is generally offered at downstream data rates from 512 kilobits per second (Kbps) to about 6 megabits per second (Mbps) although speeds of up to 50 Mbps have been achieved.

DDR: DDR (Double data rate) is synchronous dynamic Random Access Memory (RAM) that can theoretically improve memory clock speed to at least 200 megahertz (MHz), enhancing the performance of a personal computer. It activates output on both the rising and falling edge of the system clock rather than just on the rising edge, potentially doubling the output for each clock cycle.

HDSL: HDSL (High bit-rate digital subscriber line), one of the earliest forms of DSL, is used for wideband digital transmission within a corporate site and between the telephone company and a customer. The main characteristic of HDSL is that it is symmetrical: an equal amount of bandwidth is available in both directions. HDSL can carry as much on a single wire of twisted-pair cable as a T1 line (up to 1.544 Mbps) in North America or an E1 line (up to 2.048 Mbps) in Europe over a somewhat longer range and is considered an alternative to a T1 or E1 connections.

Laser diode drivers: A laser diode driver is an integrated circuit design to drive a laser diode. A laser diode is a semiconductor device that produces coherent radiation (in which the waves are all at the same frequency and phase) in the visible or infrared (IR) spectrum when current passes through it. Such devices are used in all writeable optical storage devices to write to the storage media (e.g., CD-Rs or DVD-Rs).

Operational amplifier: The term operational amplifier or “op-amp” refers to a class of integrated circuit with two inputs, one output and a high-gain. This device is very flexible and is used in signal amplification and conditioning applications.

TFT-LCD: A display screen made with TFT (thin-film transistor) technology is a liquid crystal display (LCD), used in phones, televisions, notebook and laptop computers, that has a transistor for each pixel (that is, for each of the tiny elements that control the illumination of the display). Having a transistor at each pixel means that the current that triggers pixel illumination can be smaller than with other technologies and therefore can be switched on and off more quickly. TFT is also known as active matrix display technology (and contrasts with “passive matrix” which does not have a transistor at each pixel).

VDSL: VDSL (Very high bit rate digital subscriber line) is a higher speed version of ADSL. VDSL operates at data rates up to 70 to 80 Mbps, with its corresponding maximum reach ranging from 4500 feet to 1000 feet of 24 gauge twisted-pair cable.

VOIP: VOIP (Voice over Internet protocol) uses the Internet Protocol (IP) to transmit voice as packets over an IP network.

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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. (“Intersil Communications”), acquired the semiconductor business of Harris Corporation (“Harris”). On March 16, 2001, we sold the assets of our Discrete Power products group to Fairchild Semiconductor Corporation (“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 a merger with Elantec Semiconductor, Inc. (“Elantec”). On August 28, 2003, we sold the assets of our Wireless Networking products group to GlobespanVirata, Inc. (“GlobespanVirata”) for $250.0 million in cash and $114.4 million in GlobespanVirata common stock. Additionally, we kept the product group’s accounts receivable and accounts payable balances that existed at the time of sale.

Products and Technology

Our ongoing products are organized into four end market categories.

High End Consumer

Our high-end consumer products include our optical storage and video display products, our handheld power management products, and certain standard analog drivers. These products target high growth applications such as DVD recorders for the home market, liquid crystal display (“LCD”) televisions, smart phones and digital still cameras. High-end consumer represented 16% of our fiscal year 2003 revenue.

Computing

Our computing category includes desktop, server and notebook power management, including core power devices and other peripheral applications, such as graphics, ACPI control and DDR memory. Computing represented 32% of our sales in fiscal year 2003.

Communication

Our communications group is made up of our line drivers, broadband and hot plug power management products and high speed converters targeted to applications in markets such as DSL, home gateway, space and VOIP. Communications accounted for 24% of our sales in fiscal year 2003.

Industrial

Our industrial products include our Elantec family of operational amplifiers, bridge driver power management products, interface and analog switches and multiplexers, and other standard analog products. These products target end markets including medical imaging, energy management and factory automation. Industrial products represented 28% of fiscal year 2003 sales.

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Geographic Financial Summary

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

We market our products for sale to customers, including distributors, primarily in the United States, China, Taiwan, Japan, Germany, Singapore, Korea, Thailand, Malaysia and the United Kingdom. Of our sales from continuing operations in fiscal year 2003, 25% were made to customers in the United States, 24% to customers in China, 13% to customers in Taiwan and 12% to customers in Japan. Customers in each of Germany, Singapore, Korea, Thailand, Malaysia and the United Kingdom accounted for at least 1% of our sales.

Export sales included in U.S. operations were $89.2 million, $139.6 million and $146.1 million during fiscal years 2001, 2002 and 2003, respectively.

Sales, Marketing and Distribution

In fiscal year 2003, we derived 71% of our sales from original equipment manufacturer (“OEM”) customers, original design manufacturer (“ODM”) customers, and contract manufacturers. We derived 29% of our sales through distributors and valued added resellers. Of our sales from continuing operations for fiscal year 2003, 12% were made to one distributor that supports a wide range of customers in Taiwan and China.

Our sales organizations are supported by customer service and logistics organizations throughout the world. Product orders flow to our fabrication facilities or to foundries where the semiconductor wafers are made. Most of our semiconductors are assembled and tested at the facilities of independent subcontractors. Finished products are then shipped to customers either directly or indirectly via third parties or internally–owned warehouses in the United States, Asia/Pacific and Europe.

To serve our customer base, we maintain a highly focused sales team, which focuses on those major accounts that are strategic to our marketing and product strategies. We also have direct geographical sales organizations, selling products in regions throughout the world. The geographical sales force works closely with a network of distributors and manufacturers’ representatives, creating a worldwide selling network. We have dedicated direct sales organizations operating in the North American, European, Japanese, and Asian Pacific markets. Sales offices are strategically located near major OEM and ODM customers throughout the world. The technical applications organization is deployed alongside the direct sales force, and is aligned by specific product grouping, ensuring both applications and product/customer focus. Our dedicated marketing organization supports field sales and is aligned by specific product group.

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 product inventory; instead, customers place large quantity orders either directly with us or through these Manufacturers’ representatives. Smaller quantity multiple product orders are placed through distribution.

Typically distributors handle a wide variety of products, including products that compete with our products. Some of our sales to distributors are made under agreements allowing for market price fluctuations and/or the right to return 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. We recognize revenue shipped to North American distributors when the distributor sells the product. Sales made to international distributors are recognized when product is shipped.

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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 $91.3 million, $77.9 million and $66.7 million on internal research and development projects for fiscal years 2003, 2002 and 2001, respectively. In 2003, we announced over 300 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 acquisitions. As of January 2, 2004, we had 397 employees engaged in research and development efforts.

We also engage in advanced research projects with a number of universities, including the University of Florida, the Georgia Institute of Technology and Virginia Polytechnic Institute and State University. Technology and research has also been extended through selective investments in privately held emerging companies.

Manufacturing

We manufacture products using our own fabrication facility as well as external foundry companies, which produce products to our specifications. Our internal facility is located in Palm Bay, Florida.

In July 2002, we announced the closing of our factory located in Milpitas, California. This activity was successfully completed, on schedule, in November 2003. We also successfully completed the transfer of our operational amplifier/DSL production process to our Palm Bay facility.

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 and BiCMOS manufacturing to Taiwan Semiconductor Manufacturing Company (“TSMC”), AMI Semiconductor, IBM Semiconductor and others. The table below sets forth certain information regarding our manufacturing facility, 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. (“ChipPAC”), it is 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 testing capabilities 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 cancelable 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. We had backlog at January 2, 2004 of $83.6 million compared to $98.1 million at January 3, 2003. The backlog as of January 3, 2003 excludes $33.2 million related to the Wireless Networking product group.

Seasonality

The high end consumer and computing markets generally experience weak demand in the first fiscal quarter of each year and stronger demand in the third and fourth quarters.

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Competition

We compete in our targeted markets on the basis of technical performance, product features, 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.

Our major competitors include Analog Devices, Semtech Corporation, Linear Technology, Maxim Integrated Products, National Semiconductor and Texas Instruments.

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^™, Endura^™ and CommLink^™ to be trademarks that are material to our operations. These trademarks do not expire, provided we continue to use the trademarks in our business. Some of our trademarks have been registered with U.S. and other trademark authorities that provide rights in addition to basic trademark rights. As long as we comply with renewal and other procedures specified by the applicable trademark laws, these additional rights will not expire.

Our corporate policy is to protect proprietary products by obtaining patents for these products when practicable. We currently possess over 1,050 US and foreign patents and have approximately 300 US and foreign patents pending. The expiration dates of these patents range from 2004 to 2022.

Employees

Our worldwide workforce consisted of 1,598 employees (full- and part-time) as of January 2, 2004. None of the Company’s employees is subject to a collective bargaining agreement.

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 $2.6 million, $2.1 million and $1.7 million in fiscal years 2001, 2002 and 2003, respectively.

The Harris Corporation (“Harris”) facilities in Palm Bay, Florida, are listed on the National Priorities List (“NPL”) for groundwater clean up under the Comprehensive Environmental Response, Compensation and Liabilities Act (“Superfund”). Our adjacent facility is included in the listing since it was 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 against any environmental liabilities associated with this contamination. This indemnification does not expire, nor does it have a maximum amount.

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 against any environmental liabilities associated with this contamination, and we indemnified ChipPAC against those liabilities. This indemnification does not expire, nor does it have a maximum amount.

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. In May, 2003 ChipPAC accepted a cash settlement for upgrading the industrial wastewater treatment plant and has issued us a release of claim.

Our former facility in Mountaintop, Pennsylvania, which we sold to Fairchild Semiconductor (“Fairchild”) in February 2001, has experienced groundwater and subsurface contamination from past operations, all of which occurred prior to our acquisition of those facilities from Harris. Some

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remediation has been conducted, and additional remediation may be required. Additionally, the neutralization plant suffered an out of compliance occurrence on November 11, 2000. As a result, we agreed to provide a redundant system to prevent any further disruptions. Also, the fluoride pretreatment plant for industrial wastewater, which was installed by Harris in 1995, failed to operate to design specifications and occasionally made 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 indemnified us in connection with the fluoride wastewater system, and we subsequently indemnified Fairchild in connection with Fairchild’s purchase of the facility. This matter was resolved in 2003, when we, Harris and Fairchild released each other from any future claims related to the treatment plant.

Based on the historical costs of these projects and previous experience with other remediation activities, we do not believe that the future cleanup costs related to the Palm Bay, Kuala Lumpur and Mountaintop facilities 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.

Available Information

We routinely file reports, as required, with the SEC, including but not limited to Forms 10-Q, Forms 10-K and Forms 8-K (and amendments thereto), all of which the public can access, free of charge, from our website (www.intersil.com). The public may read and copy any materials filed by us 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; Raleigh, North Carolina (Research Triangle Park); Somerville, New Jersey; Irvine, California; Dallas, Texas; and Seattle, Washington.

We maintain regional sales offices in Milpitas, California; Irvine, California; Palm Bay, Florida; Framingham, Massachusetts; Hauppauge, New York; Hillsboro, Oregon; North Branch, New Jersey; Research Triangle Park, North Carolina; Richardson, Texas; Lausanne, Switzerland; Ismaning, Germany; St. Aubin, France; 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.

Item 3. Legal Proceedings

On November 23, 1998, Harris Corporation (“Harris”), our predecessor, filed suit against Ericsson and Telefonaktiebolaget LM Ericsson for infringement of various cellular technology patents. Ericsson countersued and filed a complaint in the United States District Court for the Eastern District of Texas against Harris for infringement of certain telecommunication patents. 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 the products at issue. 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

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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 our 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 we cross-appealed on September 4, 2002 to preserve our rights. On December 9, 2003, the Court of Appeals reversed the District Court’s granting of judgment as a matter of law on non-infringement and affirmed the denial of judgment as a matter of law relating to damages. A motion for Rehearing has been denied, and the case will be now be remanded to the District Court.

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, were named as defendants in several law suits, the first of which is a class action 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 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. These lawsuits against us, as well as those alleging similar claims against other issuers in initial public offerings, have been consolidated for pre-trial purposes with a multitude of other securities related suits. 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 us improperly touted the value of our shares during the relevant class period as part of the purported scheme to artificially inflate the value of our shares. In October 2002, the individual employee defendants were dismissed from the class action suit. The plaintiffs seek unspecified damages, litigation costs and expenses. A tentative settlement has recently been reached between the plaintiffs and all defendant stock issuers, with ongoing negotiations as to the specific terms of the settlement agreement. Under that agreement, we would not be required to pay any damages, expenses or litigation costs to the plaintiffs. When negotiations are completed and the parties have agreed upon the final terms of the settlement agreement, the agreement must be approved by the court before dismissal of us and other parties to the agreement from the suit.

In June 2001, Harris 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 or 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 us in 1999 and we sold the facility and system to Fairchild Semiconductor Corp. (“Fairchild”) in 2001. We and Fairchild intervened as party-plaintiffs in the lawsuit against USF. The parties signed a settlement agreement on November 21, 2003, and the suit was permanently discontinued on January 4, 2004 at no cost to us other than attorneys’ fees. As part of the settlement between us, Fairchild and Harris, each party released the others from any future claims related to the fluoride wastewater system.

On October 17, 2002, Agere Systems, Inc. (“Agere”) filed suit against us in the United States District Court for the District of Delaware alleging that we have infringed 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, which pertain solely to wireless signal transmission technology. In August 2003, we completed the sale of our wireless product operations, including our entire wireless product line, to GlobespanVirata, Inc. (“GlobespanVirata”). Therefore, none of our current products are affected by this claim. Agere seeks a permanent injunction as well as unspecified actual and treble damages including costs, expenses, and attorneys’ fees. We have filed counterclaims against Agere, including claims that Agere infringes 2 telecommunication and 8 semiconductor technology patents. The parties are currently in the discovery phase of the litigation. A trial has been scheduled for November 2004.

On July 22, 2003, Agere filed a second patent suit against us in the United States District Court for the District of Delaware alleging that we have infringed U.S. Patent Nos. 6,563,786, 6,323,126, 5,227,335, and 5,102,827 by making, using, selling, offering to sell, and/or importing products that infringe these patents, three of which allegedly pertain to our semiconductor process technology. A finding of infringement could affect any of the products proved to have been manufactured using the claimed processes. Based on current knowledge, we do not believe that any of our semiconductor manufacturing processes infringe the patents asserted by Agere and therefore believe

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that our products should not be detrimentally affected. Agere seeks a permanent injunction as well as unspecified actual and treble damages including costs, expenses, and attorneys’ fees. We have counter-sued Agere for infringement of 4 semiconductor technology patents. We have also sued Lucent Technologies, Agere’s customer and former parent corporation, for infringement of 12 semiconductor technology patents.

On October 30, 2002, we, Intersil Americas Inc., and our subsidiary at that time, Choice-Intersil Microsystems, Inc. (“Choice”), filed a Complaint and associated motion for preliminary injunction against Agere in the United States District Court for the Eastern District of Pennsylvania for misappropriation of trade secrets developed pursuant to a Joint Development Agreement (“JDA”) between Choice and Lucent. On September 9, 2003, the District Court issued an order denying our motion and we have filed an interlocutory appeal of this order with the United States Court of Appeals for the Third Circuit (the “Appeal”). We have amended the Complaint to add claims against Agere for copyright infringement. In August 2003, we sold Choice to GlobespanVirata, Inc. (“GlobespanVirata”). Agere counterclaimed against us, Intersil Americas Inc., Choice, and GlobespanVirata (“Counterclaim Defendants”), alleging trade secret misappropriation, unjust enrichment, declaratory judgment regarding Agere’s alleged rights under the JDA, breach of contract, tortious interference with contract, and copyright infringement, involving alleged acts and omissions before and after our sale of Choice. Agere seeks a preliminary and permanent injunction as well as unspecified actual damages including costs, expenses, and attorneys’ fees. In February 2004, the Court dismissed us and Intersil Americas Inc. as co-Plaintiffs, leaving Choice as the Plaintiff. We and Intersil Americas Inc. remain as Counterclaim Defendants. The parties have requested a jury trial which is presently expected to take place in the fourth quarter of 2004. We dispute Agere’s counterclaims and intend to vigorously defend the lawsuit.

On July 23, 2003, Symbol Technologies, Inc (“Symbol”), our customer, filed suit against us and our subsidiary, Choice, in the Supreme Court of the State of New York, Suffolk County. Symbol alleges that we and Choice are required to indemnify Symbol in an amount in excess of $1.5 million for Symbol’s expenses, including attorneys fees, incurred in defending certain patent infringement claims asserted against Symbol by Proxim Incorporated in two separate civil actions pending in the United States District Court for the District of Delaware. Symbol contends that the alleged infringement was caused by hardware and firmware components purchased from us and included in Symbol products. We dispute Symbol’s indemnification claims and intend to vigorously defend the lawsuit.

In relation to the above matters, we have accrued $19.1 million in estimated legal costs to defend our positions.

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 2003.

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 which has all been converted to Class A. 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.

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(b) Holders. On March 8, 2004 the last reported sale price for our Class A Common Stock was $22.93 per share. As of March 8, 2004, there were about 300 record holders of our Class A Common Stock.

(c) Dividends. In September 2003, our Board of Directors declared our first common stock dividend, of $0.03 per share, which was paid on November 24, 2003 to stockholders of record as of November 3, 2003. Our dividend policy is impacted by, among other items, our views on potential future capital requirements relating to research and development, creation and expansion of sales distribution channels, investments and acquisitions, share dilution management, legal risks, liquidity, and profitability. Any determination to declare and pay dividends will be made by our Board of Directors in light of these and other factors the Board of Directors deems relevant.

(d) Recent Sales of Unregistered Securities. We did not sell unregistered securities during fiscal year 2003.

Item 6. Selected Financial Data

SELECTED FINANCIAL DATA

The following table sets forth selected financial data for us and our predecessor operations, when we were part of Harris Corporation (“Harris”). The historical financial data as of and for the fiscal year ended 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, fiscal year ended 2001, fiscal year ended 2002 and fiscal year ended 2003 are derived from our audited consolidated financial. All periods presented have been audited. 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”.

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The following transactions significantly affect the comparability of the results between the fiscal periods above:

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

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and the markets addressed by our and our 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 we undertake no obligation to update or revise the “forward-looking statements”, whether as a result of new information, future events or otherwise.

Overview

We are a global designer and manufacturer of high performance analog integrated circuits. We believe our product portfolio addresses some of the fastest growing applications within four attractive end markets: high-end consumer, computing, communications and industrial.

Basis of Presentation

On March 16, 2001, we sold the assets of our Discrete Power products group to Fairchild Semiconductor Corporation (“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 within continuing operations 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.

On July 15, 2003, we announced that we had entered into a definitive agreement to sell our Wireless Networking product group to GlobespanVirata, Inc. (“GlobespanVirata”). The Wireless Networking product group provides complete silicon, software and reference design solutions that meet the IEEE’s 802.11 standards. The sale was consummated on August 28, 2003. We r