6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2010

Commission File Number: 000-29103

STATS CHIPPAC LTD.

(Translation of registrant’s name into English)

10 Ang Mo Kio Street 65
#05-17/20 Techpoint
Singapore 569059
(65) 6824-7777

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: þ Form 20-F     o Form 40-F

Note: The registrant deregistered and terminated its reporting obligations under the Securities Exchange Act of 1934 in August 2009 and is filing its annual report on Form 20-F as a voluntary filer.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

TABLE OF CONTENTS

EX-99.1 Release of STATS ChipPAC Ltd. dated April 27,2010

EX-99.2 Financial Statements and Related Announcement for the three months ended March 28,2010

EX-99.3 Management's Discussion and Analysis of Financial Condition and Results of Operations

Other Events

On April 27, 2010, STATS ChipPAC Ltd. issued a release announcing its first quarter 2010 results, its Financial Statements and Related Announcement for the three months ended March 28, 2010 and accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations, which are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively. The Financial Statements and Related Announcement is prepared in accordance with the rules of the SGX-ST Listing Manual.

Exhibit

99.1	Release of STATS ChipPAC Ltd. dated April 27, 2010
99.2	Financial Statements and Related Announcement for the three months ended March 28, 2010
99.3	Management’s Discussion and Analysis of Financial Condition and Results of Operations

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 27, 2010

STATS CHIPPAC LTD.
By:	/s/ Tan Lay Koon
	Name:	Tan Lay Koon
	Title:	President & Chief Executive Officer

By:	/s/ John Lau
	Name:	John Lau
	Title:	Chief Financial Officer

EXHIBIT INDEX

99.1	Release of STATS ChipPAC Ltd. dated April 27, 2010
99.2	Financial Statements and Related Announcement for the three months ended March 28, 2010
99.3	Management’s Discussion and Analysis of Financial Condition and Results of Operations

EX-99.1

Exhibit 99.1

STATS ChipPAC Reports First Quarter 2010 Results

Singapore — 4/27/2010, United States — 4/27/2010 — STATS ChipPAC Ltd. (“STATS ChipPAC” or the “Company” — SGX-ST: STATSChP), a leading semiconductor test and advanced packaging service provider, today announced results for the first quarter 2010.

Tan Lay Koon, President and Chief Executive Officer of STATS ChipPAC, said, “We had a good start to the year. Revenue for first quarter of 2010 of $387.9 million increased by 75.9% over the first quarter of 2009 and declined by 1.7% over prior quarter which was better than seasonal trend. We were also pleased with the successful ramp into high volume of new technologies such as the new embedded Wafer Level Ball Grid Array (eWLB) and the continued growth of our business in advanced technologies such as hybrid flip-chip and wafer level packaging.”

Net income for first quarter of 2010 was $27.5 million or $0.01 of net income per diluted ordinary share, compared to net loss of $51.1 million or $0.02 of net loss per diluted ordinary share in the corresponding quarter a year ago and net income of $33.8 million or $0.02 of net income per diluted ordinary share in the prior quarter.

John Lau, Chief Financial Officer of STATS ChipPAC, said, “Our gross margin in the first quarter of 2010 was 20.0% compared to (1.0)% in the first quarter of 2009 and 21.2% in the prior quarter. Operating margin for first quarter of 2010 was 11.2% of revenue compared to (19.7)% in the first quarter of 2009 and 11.4% in the prior quarter. Capital spending in the first quarter of 2010 was $99.4 million or 25.6% of revenue compared to $9.5 million or 4.3% of revenue in the first quarter of 2009, as we expanded our 300mm eWLB manufacturing capacity. We ended the first quarter of 2010 with cash, cash equivalent and marketable securities of $362.3 million and debt of $451.8 million, compared to $368.1 million and $458.0 million, respectively, as of the fourth quarter of 2009.”

Forward-looking Statements

Certain statements in this release are forward-looking statements that involve a number of risks and uncertainties that could cause actual events or results to differ materially from those described in this release. Factors that could cause actual results to differ include, but are not limited to, general business and economic conditions and the state of the semiconductor industry; prevailing market conditions; demand for end-use applications products such as communications equipment, consumer and multi-applications and personal computers; decisions by customers to discontinue outsourcing of test and packaging services; level of competition; our reliance on a small group of principal customers; our continued success in technological innovations; possible future application of push-down accounting; pricing pressures, including declines in average selling prices; intellectual property rights disputes and litigation; our ability to control operating expenses; our substantial level of indebtedness and access to credit markets; potential impairment charges; availability of financing; changes in our product mix; our capacity utilization; delays in acquiring or installing new equipment; limitations imposed by our financing arrangements which may limit our ability to maintain and grow our business; returns from research and development investments; changes in customer order patterns; shortages in supply of key components; customer credit risks; disruption of our operations; loss of key management or other personnel; defects or

STATS ChipPAC Ltd.
Company Registration No.: 199407932D
Headquarters: 10 Ang Mo Kio Street 65, #05-17/20 Techpoint,
Singapore 569059
www.statschippac.com

malfunctions in our testing equipment or packages; rescheduling or cancelling of customer orders; adverse tax and other financial consequences if the taxing authorities do not agree with our interpretation of the applicable tax laws; classification of our Company as a passive foreign investment company; our ability to develop and protect our intellectual property; changes in environmental laws and regulations; exchange rate fluctuations; regulatory approvals for further investments in our subsidiaries; majority ownership by Temasek Holdings (Private) Limited (“Temasek”) that may result in conflicting interests with Temasek and our affiliates; unsuccessful acquisitions and investments in other companies and businesses; labor union problems in South Korea; uncertainties of conducting business in China and changes in laws, currency policy and political instability in other countries in Asia; natural calamities and disasters, including outbreaks of epidemics and communicable diseases, the continued trading and listing of our ordinary shares on the Singapore Exchange Securities Trading Limited (“SGX-ST”); and other risks described from time to time in the Company’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F dated March 5, 2010. You should not unduly rely on such statements. We do not intend, and do not assume any obligation, to update any forward-looking statements to reflect subsequent events or circumstances.

Our 52-53 week fiscal year ends on the Sunday nearest and prior to December 31. Our fiscal quarters end on a Sunday and are generally thirteen weeks in length. Our first quarter of 2010 ended on March 28, 2010, while our first quarter of 2009 and fiscal year 2009 ended on March 29, 2009 and December 27, 2009, respectively. References to “US GAAP” are to Generally Accepted Accounting Principles as practiced in the United States of America and references to “$” are to the lawful currency of the United States of America.

About STATS ChipPAC Ltd.

STATS ChipPAC Ltd. is a leading service provider of semiconductor packaging design, assembly, test and distribution solutions in diverse end market applications including communications, digital consumer and computing. With global headquarters in Singapore, STATS ChipPAC has design, research and development, manufacturing or customer support offices in 10 different countries. STATS ChipPAC is listed on the SGX-ST. Further information is available at www.statschippac.com. Information contained in this website does not constitute a part of this release.

Investor Relations Contact:

Tham Kah Locke
Vice President of Corporate Finance
Tel: (65) 6824 7788, Fax: (65) 6720 7826
email: kahlocke.tham@statschippac.com

Media Contact:

Lisa Lavin
Deputy Director of Corporate Communications
Tel: (208) 867 9859
email: lisa.lavin@statschippac.com

STATS ChipPAC Ltd.
Company Registration No.: 199407932D
Headquarters: 10 Ang Mo Kio Street 65, #05-17/20 Techpoint,
Singapore 569059
www.statschippac.com

STATS ChipPAC Ltd.
Condensed Consolidated Statements of Operations
(In thousands of U.S. Dollars, except share and per share data)
(Unaudited)

	Three Months Ended
	March 29,			March 28,
	2009			2010
Net revenues	$	220,493		$	387,947
Cost of revenues		(222,663	)		(310,270	)
Gross profit (loss)		(2,170	)		77,677
Operating expenses:
Selling, general and administrative		20,607			22,583
Research and development		7,625			11,538
Restructuring charges		12,933			—
Total operating expenses		41,165			34,121
Operating income (loss)		(43,335	)		43,556
Other income (expenses), net		(8,633	)		(7,864	)
Income (loss) before income taxes		(51,968	)		35,692
Income tax expense		(420	)		(6,983	)
Net income (loss)		(52,388	)		28,709
Less: Net (income) loss attributable to the noncontrolling interest		1,321			(1,259	)
Net income (loss) attributable to STATS ChipPAC Ltd.	$	(51,067	)	$	27,450
Net income (loss) per ordinary share attributable to STATS ChipPAC Ltd.:
Basic	$	(0.02	)	$	0.01
Diluted	$	(0.02	)	$	0.01
Ordinary shares (in thousands) used in per ordinary share calculation:
Basic		2,202,218			2,202,218
Diluted		2,202,218			2,202,238
Key Ratios and Information:
Gross Margin		(1.0	)%		20.0	%
Operating Expenses as a % of Revenue		18.7	%		8.8	%
Operating Margin		(19.7	)%		11.2	%
Depreciation & Amortization, including Amortization of Debt Issuance Costs	$	66,655		$	67,815
Capital Expenditures	$	9,493		$	99,387

STATS ChipPAC Ltd.
Company Registration No.: 199407932D
Headquarters: 10 Ang Mo Kio Street 65, #05-17/20 Techpoint,
Singapore 569059
www.statschippac.com

STATS ChipPAC Ltd.
Condensed Consolidated Balance Sheets
(In thousands of U.S. Dollars)

	December 27,		March 28,
	2009		2010
			(Unaudited)
ASSETS
Current assets:
Cash, cash equivalents and marketable securities	$	351,195	$	345,199
Accounts receivable, net		208,766		238,366
Inventories		61,859		62,862
Other current assets *		52,215		47,851
Total current assets		674,035		694,278
Marketable securities		16,929		17,148
Property, plant and equipment, net		1,115,497		1,149,665
Investment in equity investee		7,743		7,736
Goodwill and intangible assets		591,125		591,595
Other non-current assets *		21,611		18,273
Total assets	$	2,426,940	$	2,478,695
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts and other payables	$	182,704	$	212,539
Other current liabilities		103,394		95,899
Short-term debts		224,786		219,432
Total current liabilities		510,884		527,870
Long-term debts		233,181		232,358
Other non-current liabilities		59,329		62,449
Total liabilities		803,394		822,677
STATS ChipPAC Ltd. shareholders’ equity		1,564,669		1,595,060
Noncontrolling interest		58,877		60,958
Total liabilities and equity	$	2,426,940	$	2,478,695

* Includes $0.4 million of non-current restricted cash as of December 27, 2009, and $0.3 million of current restricted cash and $0.4 million of non-current restricted cash as of March 28, 2010.

STATS ChipPAC Ltd.
Company Registration No.: 199407932D
Headquarters: 10 Ang Mo Kio Street 65, #05-17/20 Techpoint,
Singapore 569059
www.statschippac.com

STATS ChipPAC Ltd.
Other Supplemental Information
(Unaudited)

	1Q 2009			4Q 2009			1Q 2010
Net Revenues by Product Line
Packaging — laminate		56.5	%		56.7	%		55.5	%
Packaging — leaded		16.7	%		15.2	%		15.3	%
Test and other services		26.8	%		28.1	%		29.2	%
		100.0	%		100.0	%		100.0	%
Net Revenues by End User Market
Communications		50.4	%		48.8	%		52.3	%
Personal Computers		12.3	%		17.7	%		15.4	%
Consumer, Multi-applications and Others		37.3	%		33.5	%		32.3	%
		100.0	%		100.0	%		100.0	%
Net Revenues by Region
United States of America		80.1	%		65.5	%		61.5	%
Europe		5.4	%		8.3	%		12.8	%
Asia		14.5	%		26.2	%		25.7	%
		100.0	%		100.0	%		100.0	%
Number of Testers		954			962			929
Number of Wirebonders		4,607			4,538			4,538
Overall Equipment Utilization Rate		33	%		64	%		63	%

STATS ChipPAC Ltd.
Company Registration No.: 199407932D
Headquarters: 10 Ang Mo Kio Street 65, #05-17/20 Techpoint,
Singapore 569059
www.statschippac.com

EX-99.2

Exhibit 99.2

STATS ChipPAC Ltd.
Reg No.: 199407932D

FINANCIAL STATEMENTS AND RELATED ANNOUNCEMENT

Financial Statements for the Three Months Ended March 28, 2010.
These figures have not been audited.

STATS ChipPAC Ltd. (the “Company” or “STATS ChipPAC”) and its subsidiaries (collectively, the “Group”) provide a full range of semiconductor test and packaging services. The Group has operations in Singapore, South Korea, China, Malaysia, Thailand, Taiwan, the United Kingdom, the Netherlands, Japan and in the United States, its principal market.

The Group’s financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”), but condense or omit certain information and note disclosures normally included in annual financial statements. In the opinion of management of STATS ChipPAC, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial information included therein. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 27, 2009 included in STATS ChipPAC’s 2009 Annual Report on Form 20-F. The accompanying condensed consolidated financial statements include the accounts of STATS ChipPAC and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The results of operations for interim periods are not necessarily indicative of the results of operations that may be expected for any other period. Our 52-53 week fiscal year ends on the Sunday nearest and prior to December 31. Our fiscal quarters end on a Sunday and are generally thirteen weeks in length. Our first quarter of 2010 ended on March 28, 2010, while our first quarter of 2009 and fiscal year 2009 ended on March 29, 2009 and December 27, 2009, respectively.

All amounts are expressed in United States dollars unless otherwise indicated.

Certain of the statements in this report are forward-looking statements that are based on management’s current views and assumptions and involve a number of risks and uncertainties which could cause actual results to differ materially. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “target,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” or the negative of these terms or other comparable terminology. Factors that could cause actual results to differ include, but are not limited to, general business and economic conditions and the state of the semiconductor industry; prevailing market conditions; demand for end-use applications products such as communications equipment, consumer and multi-applications and personal computers; decisions by customers to discontinue outsourcing of test and packaging services; level of competition; our reliance on a small group of principal customers; our continued success in technological innovations; possible future application of push-down accounting; pricing pressures, including declines in average selling prices; intellectual property rights disputes and litigation; our ability to control operating expenses; our substantial level of indebtedness and access to credit markets; potential impairment charges; availability of financing; changes in our product mix; our capacity utilization; delays in acquiring or installing new equipment; limitations imposed by our financing arrangements which may limit our ability to maintain and grow our business; returns from research and development investments; changes in customer order patterns; shortages in supply of key components; customer credit risks; disruption of our operations; loss of key management or other personnel; defects or malfunctions in our testing equipment or packages; rescheduling or cancelling of customer orders; adverse tax and other financial consequences if the taxing authorities do not agree with our interpretation of the applicable tax laws; classification of our Company as a passive foreign investment company; our ability to develop and protect our intellectual property; changes in environmental laws and regulations; exchange rate fluctuations; regulatory approvals for further investments in our subsidiaries; majority ownership by Temasek Holdings (Private) Limited (“Temasek”) that may result in conflicting interests with Temasek and our affiliates; unsuccessful acquisitions and investments in other companies and businesses; labor union problems in South Korea; uncertainties of conducting business in China and changes in laws, currency policy and political instability in other countries in Asia; natural calamities and disasters, including outbreaks of epidemics and communicable diseases, the continued trading and listing of our ordinary shares on the Singapore Exchange Securities Trading Limited (“SGX-ST”); and other risks described from time to time in the Company’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F dated March 5, 2010. You should not unduly rely on such statements. We do not intend, and do not assume any obligation, to update any forward-looking statements to reflect subsequent events or circumstances.

1

PART I — INFORMATION REQUIRED FOR QUARTERLY (Q1, Q2, Q3), HALF-YEAR AND FULL YEAR ANNOUNCEMENTS

1(a) An income statement (for the Group) together with a comparative statement for the corresponding period of the immediately preceding financial year.

	Three Months Ended
	March 29,			March 28,
	2009			2010
	US$’000			US$’000
Net revenues		220,493			387,947
Cost of revenues		(222,663	)		(310,270	)
Gross profit (loss)		(2,170	)		77,677
Operating expenses:
Selling, general and administrative		20,607			22,583
Research and development		7,625			11,538
Restructuring charges		12,933			—
Total operating expenses		41,165			34,121
Operating income (loss)		(43,335	)		43,556
Other income (expense), net:
Interest income		650			414
Interest expense		(7,921	)		(7,467	)
Foreign currency exchange gain (loss)		2,019			(928	)
Equity income (loss) from investment in equity investee		(980	)		6
Other non-operating income (expense), net		(2,401	)		111
Total other expense, net		(8,633	)		(7,864	)
Income (loss) before income taxes		(51,968	)		35,692
Income tax expense		(420	)		(6,983	)
Net income (loss)		(52,388	)		28,709
Less: Net (income) loss attributable to the noncontrolling interest		1,321			(1,259	)
Net income (loss) attributable to STATS ChipPAC Ltd.		(51,067	)		27,450

Income (loss) before income taxes of the Group is arrived at after charging / (crediting):

	Three Months Ended
	March 29,			March 28,
	2009			2010
	US$’000			US$’000
Depreciation and amortization		66,655			67,815
Allowance for doubtful debts		647			522
Write-off for stock obsolescence		1,915			36
Additions for (write-back of) liability on unrecognized tax benefits for uncertain tax positions in respect of prior years		90			(32	)
Gain on sale of property, plant and equipment		(466	)		(264	)

2

1(b)(i) A balance sheet (for the Issuer and Group), together with a comparative statement as at the end of the immediately preceding financial year.

	Notes	Group						Company
		December 27,			March 28,			December 27,			March 28,
		2009			2010			2009			2010
		US$’000			US$’000			US$’000			US$’000
ASSETS
Current assets:
Cash and cash equivalents	(A)		288,683			276,571			177,877			167,436
Short-term marketable securities			62,512			68,628			—			—
Accounts receivable, net			208,766			238,366			86,987			106,479
Short-term amounts due from affiliates			20,895			17,613			905			—
Short-term amounts due from subsidiaries			—			—			484,018			503,374
Other receivables			11,555			8,923			5,875			3,216
Inventories	(B)		61,859			62,862			13,802			14,954
Short-term restricted cash	(F)		25			340			—			—
Prepaid expenses and other current assets	(C)		19,740			20,975			2,267			3,349
Total current assets			674,035			694,278			771,731			798,808
Long-term marketable securities			16,929			17,148			16,426			16,625
Property, plant and equipment, net	(D)		1,115,497			1,149,665			260,973			299,273
Investment in equity investee			7,743			7,736			7,743			7,736
Investment in subsidiaries			—			—			1,005,273			1,030,168
Intangible assets	(E)		39,993			40,463			14,002			15,578
Goodwill			551,132			551,132			—			—
Long-term restricted cash	(F)		384			392			—			—
Prepaid expenses and other non-current assets	(C)		21,227			17,881			2,484			1,813
Total assets			2,426,940			2,478,695			2,078,632			2,170,001
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts and other payables			133,532			130,222			16,032			15,574
Payables related to property, plant and equipment purchases			49,172			82,317			22,710			54,160
Accrued operating expenses			100,997			91,367			45,033			40,749
Income taxes payable			2,380			4,531			—			—
Short-term borrowings	(G)		56,000			56,000			50,000			50,000
Short-term amounts due to affiliates			17			1			17			1
Short-term amounts due to subsidiaries			—			—			15,990			48,705
Current installments of long-term debts	(H)		168,786			163,432			150,000			150,000
Total current liabilities			510,884			527,870			299,782			359,189
Long-term debts, excluding current installments	(H)		233,181			232,358			213,000			213,000
Other non-current liabilities			59,329			62,449			1,181			2,752
Total liabilities			803,394			822,677			513,963			574,941
STATS ChipPAC Ltd. Shareholders’ Equity
Share capital:
Ordinary shares — Unlimited ordinary shares with no par value;
Issued ordinary shares — 2,202,218,293 in 2009 and 2010			2,035,573			2,035,780			2,035,573			2,035,780
Accumulated other comprehensive loss			(6,687	)		(3,953	)		(6,687	)		(3,953	)
Accumulated deficit			(464,217	)		(436,767	)		(464,217	)		(436,767	)
Total shareholders’ equity attributable to STATS ChipPAC Ltd.			1,564,669			1,595,060			1,564,669			1,595,060
Noncontrolling interest			58,877			60,958			—			—
Total equity			1,623,546			1,656,018			1,564,669			1,595,060
Total liabilities and equity			2,426,940			2,478,695			2,078,632			2,170,001

3

1(b)(i) A balance sheet (for the Issuer and Group), together with a comparative statement as at the end of the immediately preceding financial year (cont’d).

Notes:

(A) Cash and cash equivalents

Cash and cash equivalents consist of the following:

	Group				Company
	December 27,		March 28,		December 27,		March 28,
	2009		2010		2009		2010
	US$’000		US$’000		US$’000		US$’000
Cash at banks and on hand		124,734		162,431		47,956		80,312
Cash equivalents
Bank fixed deposits		100,361		57,204		92,361		49,364
Money market funds		63,588		56,936		37,560		37,760
		288,683		276,571		177,877		167,436

(B) Inventories

Inventories consist of the following:

	Group				Company
	December 27,		March 28,		December 27,		March 28,
	2009		2010		2009		2010
	US$’000		US$’000		US$’000		US$’000
Raw materials		49,165		48,902		8,171		8,733
Work-in-progress		11,379		12,880		5,076		5,705
Finished goods		1,315		1,080		555		516
		61,859		62,862		13,802		14,954

(C) Prepaid expenses and other assets

Prepaid expenses and other current assets consist of the following:

	Group				Company
	December 27,		March 28,		December 27,		March 28,
	2009		2010		2009		2010
	US$’000		US$’000		US$’000		US$’000
Debt issuance cost, net of accumulated amortization		464		275		464		275
Other prepayments and assets		14,195		15,617		1,803		3,074
Deferred income tax assets		5,081		5,083		—		—
		19,740		20,975		2,267		3,349

Prepaid expenses and other non-current assets consist of the following:

	Group				Company
	December 27,		March 28,		December 27,		March 28,
	2009		2010		2009		2010
	US$’000		US$’000		US$’000		US$’000
Deferred income tax assets		15,841		13,635		—		—
Other deposits		276		287		—		—
Debt issuance cost, net of accumulated amortization		2,006		1,765		2,006		1,765
Others		3,104		2,194		478		48
		21,227		17,881		2,484		1,813

4

(D) Property, plant and equipment

    Property, plant and equipment consist of the following:

	Group						Company
	December 27,			March 28,			December 27,			March 28,
	2009			2010			2009			2010
	US$’000			US$’000			US$’000			US$’000
Cost:
Freehold land		10,833			10,937			—			—
Leasehold land and land use rights		19,864			19,864			—			—
Buildings, mechanical and electrical installation		278,492			282,781			66,651			67,497
Equipment		2,255,290			2,350,810			807,689			871,702
Total cost		2,564,479			2,664,392			874,340			939,199
Total accumulated depreciation		(1,448,982	)		(1,514,727	)		(613,367	)		(639,926	)
Property, plant and equipment, net		1,115,497			1,149,665			260,973			299,273

(E) Intangible assets

    Intangible assets consist of the following:

	Group						Company
	December 27,			March 28,			December 27,			March 28,
	2009			2010			2009			2010
	US$’000			US$’000			US$’000			US$’000
Cost:
Tradenames		7,700			7,700			—			—
Technology and intellectual property		32,000			32,000			—			—
Customer relationships		99,300			99,300			—			—
Patent costs, software, licenses and others		47,905			50,401			16,401			18,198
Total cost		186,905			189,401			16,401			18,198
Total accumulated amortization		(146,912	)		(148,938	)		(2,399	)		(2,620	)
Intangible assets, net		39,993			40,463			14,002			15,578

(F) Restricted cash

Restricted cash consists of time deposits and government bonds held in connection with foreign regulatory requirements and as collateral for bank facilities. At December 27, 2009 and March 28, 2010, US$0.4 million and US$0.7 million were held as restricted cash, respectively.

(G) Short-term borrowings

The Company has a line of credit from Bank of America with a credit limit of US$50.0 million, of which US$50.0 million was outstanding as of March 28, 2010 over two loan tranches of US$25.0 million each. The principal of and interest on the two loan tranches of US$25.0 million each are payable at maturity in April 2010 and June 2010, respectively. These two loan tranches bear interest at the rate of 1.60% per annum and 1.83% per annum, respectively. The Company has the option to roll-forward the principal at maturity for a period of one, two, three, or six months. The Company rolled forward the loan tranche due to mature in April 2010 for a period of one month.

STATS ChipPAC Shanghai Co., Ltd. obtained a short term loan facility from Bank of Communications with a credit limit of US$15.0 million in June 2009. As of March 28, 2010, US$6.0 million of loan under this credit facility was outstanding over two loan tranches of US$3.0 million each. The principal of the two loan tranches of US$3.0 million each is payable at maturity in June 2010. Interest on the two loan tranches of US$3.0 million each is payable on a quarterly basis. These two tranches bear interest at the rate of 3.4% per annum and 2.5% per annum, respectively.

(H) Long-term debts

— US$215.0 million 6.75% Senior Notes due 2011

On November 18, 2004, the Company issued US$215.0 million of senior unsecured notes due November 15, 2011, for net proceeds of US$210.5 million. The senior notes bears interest of 6.75% per annum payable semi-annually on May 15 and November 15 of each year.

5

In March 2009, the Company repurchased US$2.0 million aggregate principal amount of its US$215.0 million 6.75% Senior Notes due 2011 for US$1.7 million (excluding interest). The Company financed the repurchase of these senior notes with its existing cash on hand. As a result, the Company recognized a gain on repurchase of senior notes of US$0.3 million in the three months ended March 29, 2009. The Company has deposited the repurchased US$2.0 million principal amount of senior notes with a banking institution to hold in custody and accordingly, these senior notes have thereupon ceased to be outstanding or to accrue interest in the Company’s financial statements.

— US$150.0 million 7.5% Senior Notes due 2010

On July 19, 2005, the Company issued US$150.0 million of senior unsecured notes due July 19, 2010 for net proceeds of US$146.5 million. The senior notes bear interest rate of 7.5% per annum payable semi-annually on January 19 and July 19 of each year. As of March 28, 2010, the senior notes have been reclassified as current debts based on the maturity date of July 19, 2010.

— Other long-term debts

In October 2007, STATS ChipPAC (Thailand) Limited issued a US$50.0 million promissory note carrying interest, payable annually, of 6% per annum to LSI Corporation (“LSI”) in connection with the acquisition of an assembly and test operations in Thailand. The amount payable to LSI under the promissory note, after contractual netting of certain receivables from LSI of US$3.2 million, amounted to US$46.8 million. The promissory note is payable in annual installments of US$20.0 million, US$10.0 million, US$10.0 million and US$6.8 million over four years commencing October 2, 2008. The first and second annual installment of US$20.0 million and US$10.0 million were paid to LSI in 2008 and 2009, respectively. As of March 28, 2010, the amount payable to LSI under the promissory note was US$16.8 million.

STATS ChipPAC Taiwan Semiconductor Corporation has a NT$3.6 billion floating rate New Taiwan dollar term loan facility (approximately US$113.1 million based on exchange rate as of March 28, 2010) with a syndicate of lenders, with Taishin Bank as the sponsor bank. The loan draw downs must be made within 24 months from the date of first drawdown, which took place in February 2007. Upon expiry of the 24 months period in February 2009, this facility ceased to be available for further drawdown. STATS ChipPAC Taiwan Semiconductor Corporation has drawn down NT$0.7 billion (approximately US$22.0 million based on exchange rate as of March 28, 2010) under the term loan facility. The principal of and interest on the loan is payable in nine quarterly installments commencing February 2009 (being 24 months from first draw down date) with the first eight quarterly installments each repaying 11% of the principal and the last quarterly installment repaying 12% of the principal. In May 2009, STATS ChipPAC Taiwan Semiconductor Corporation refinanced the outstanding NT$0.6 billion (approximately US$18.9 million based on exchange rate as of March 28, 2010) loan with new credit facilities of NT$873.0 million (approximately US$27.4 million as of March 28, 2010) obtained from various bank and financial institutions. As of March 28, 2010, NT$423.0 million (approximately US$13.3 million) of loan under these credit facilities was outstanding. These credit facilities have varying interest rates ranging from 1.7% to 1.8% per annum and maturities ranging from May 2011 to May 2012. In the three months ended March 28, 2010, STATS ChipPAC Taiwan Semiconductor Corporation early repaid NT$200.0 million (approximately US$6.3 million) of loan outstanding under these credit facilities.

Additionally, STATS ChipPAC Taiwan Semiconductor Corporation has a NT$0.3 billion (approximately US$9.4 million as of March 28, 2010) credit facility from Mega Bank of which NT$85.2 million (approximately US$2.7 million) borrowings was outstanding as of March 28, 2010. This credit facility bears interest at the rate of 1.7% per annum and expires in August 2012. This loan is secured by a pledge of land and building with a combined net book value of US$6.4 million as of March 28, 2010.

1(b)(ii) In relation to the aggregate amount of the Group’s borrowings and debt securities, specify the following at the end of the current financial period reported on with comparative figures as at the end of the immediately preceding financial year.

	December 27, 2009				March 28, 2010
	Secured		Unsecured		Secured		Unsecured
	US$’000		US$’000		US$’000		US$’000
(a) Repayable within 1 year		1,054		223,732		1,072		218,360
(b) Repayable after 1 year		1,844		231,337		1,608		230,750
		2,898		455,069		2,680		449,110

As of March 28, 2010, the Group’s total debt outstanding consisted of US$451.8 million of borrowings, which included US$150.0 million of the Company’s 7.5% Senior Notes due 2010, US$213.0 million of the Company’s 6.75% Senior Notes due 2011 and other long-term and short-term borrowings.

(c)	Details of the collaterals:
	Long-term debts of US$2.7 million and US$2.9 million were secured by certain of the Group’s property, plant and equipment with net book value of US$6.4 million and US$6.4 million as at March 28, 2010 and December 27, 2009, respectively.
	The Company’s 7.5% Senior Notes due 2010 and 6.75% Senior Notes due 2011 are fully and unconditionally guaranteed, jointly and severally, on a senior basis, by certain subsidiaries of the Company.

6

1(c) A cash flow statement (for the Group), together with a comparative statement for the corresponding period of the immediately preceding financial year.

	Three Months Ended
	March 29,			March 28,
	2009			2010
	US$’000			US$’000
Cash Flows From Operating Activities
Net income (loss) attributable to STATS ChipPAC Ltd.		(51,067	)		27,450
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		66,254			67,386
Debt issuance cost amortization		401			429
Gain on sale of property, plant and equipment		(466	)		(264	)
Gain from repurchase of senior notes		(276	)		—
Foreign currency exchange (gain) loss		(475	)		1,380
Share-based compensation expense		148			123
Deferred income taxes		73			3,945
Net income (loss) attributable to the noncontrolling interest		(1,321	)		1,259
Equity (income) loss from investment in equity investee		980			(6	)
Others		(429	)		736
Changes in operating working capital:
Accounts receivable		5,247			(29,600	)
Amounts due from affiliates		3,757			3,282
Inventories		7,008			(1,003	)
Other receivables, prepaid expense and other assets		4,964			2,090
Accounts payable, accrued operating expenses and other payables		(47,132	)		(8,589	)
Amounts due to affiliates		(1,258	)		(16	)
Net cash provided by (used in) operating activities		(13,592	)		68,602
Cash Flows From Investing Activities
Proceeds from sales of marketable securities		2,568			—
Proceeds from maturity of marketable securities		12,692			3,130
Purchases of marketable securities		(22,565	)		(8,138	)
Acquisition of intangible assets		(1,571	)		(2,470	)
Purchases of property, plant and equipment		(24,253	)		(66,242	)
Proceeds from sale of assets held for sale		474			—
Others, net		136			4
Net cash used in investing activities		(32,519	)		(73,716	)
Cash Flows From Financing Activities
Repayment of short-term debts		(5,035	)		—
Repayment of long-term debts and promissory notes		(4,024	)		(6,526	)
Repurchase of senior notes		(2,000	)		—
Proceeds from bank borrowings		5,035			—
Decrease in restricted cash		(8	)		(323	)
Net cash used in financing activities		(6,032	)		(6,849	)
Net decrease in cash and cash equivalents		(52,143	)		(11,963	)
Effect of exchange rate changes on cash and cash equivalents		(149	)		(149	)
Cash and cash equivalents at beginning of the period		295,916			288,683
Cash and cash equivalents at end of the period		243,624			276,571

7

1(d)(i) A statement (for the Issuer and Group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalization issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year.

Three Months Ended March 29, 2009

	Attributable to Group
	Attributable to Company
								Accumulated						Total Equity
								Other						Attributable to
	Comprehensive							Comprehensive			Accumulated			STATS			Noncontrolling			Total
	Income			Ordinary Shares				Loss			Deficit			ChipPAC Ltd.			Interest			Equity
				No.
	US$’000			(In thousands)		US$’000		US$’000			US$’000			US$’000			US$’000			US$’000
Balance at December 28, 2008					2,202,218		2,035,235		(12,308	)		(474,270	)		1,548,657			59,042			1,607,699
Share-based compensation					—		2		—			—			2			—			2
Effect of subsidiary’s equity transaction					—		227		—			—			227			(201	)		26
Comprehensive income (loss):
Net loss		(52,388	)		—		—		—			(51,067	)		(51,067	)		(1,321	)		(52,388	)
Other comprehensive income (loss)
Unrealized gain on available-for-sale marketable securities		27			—		—		24			—			24			3			27
Unrealized loss on hedging instruments		(2,170	)		—		—		(2,170	)		—			(2,170	)		—			(2,170	)
Realized loss on hedging instruments		6,283			—		—		6,283			—			6,283			—			6,283
Foreign currency translation adjustment		(2,999	)		—		—		(1,556	)		—			(1,556	)		(1,443	)		(2,999	)
Other comprehensive income		(51,247	)
Comprehensive income attributable to the noncontrolling interest		2,761
Comprehensive income attributable to STATS ChipPAC Ltd.		(48,486	)
Balance at March 29, 2009					2,202,218		2,035,464		(9,727	)		(525,337	)		1,500,400			56,080			1,556,480

Three Months Ended March 28, 2010

	Attributable to Group
	Attributable to Company
								Accumulated						Total Equity
								Other						Attributable to
	Comprehensive							Comprehensive			Accumulated			STATS			Noncontrolling			Total
	Income			Ordinary Shares				Loss			Deficit			ChipPAC Ltd.			Interest			Equity
				No.
	US$’000			(In thousands)		US$’000		US$’000			US$’000			US$’000			US$’000			US$’000
Balance at December 27, 2009					2,202,218		2,035,573		(6,687	)		(464,217	)		1,564,669			58,877			1,623,546
Effect of subsidiary’s equity transaction					—		207		—			—			207			(203	)		4
Net income		28,709			—		—		—			27,450			27,450			1,259			28,709
Other comprehensive income (loss)
Unrealized gain on available-for-sale marketable securities		199			—		—		199			—			199			—			199
Unrealized gain on hedging instruments		1,992			—		—		1,992			—			1,992			—			1,992
Realized gain on hedging instruments		(548	)		—		—		(548	)		—			(548	)		—			(548	)
Foreign currency translation adjustment		2,116			—		—		1,091			—			1,091			1,025			2,116
Other comprehensive income		32,468
Comprehensive income attributable to the noncontrolling interest		(2,284	)
Comprehensive income attributable to STATS ChipPAC Ltd.		30,184
Balance at March 28, 2010					2,202,218		2,035,780		(3,953	)		(436,767	)		1,595,060			60,958			1,656,018

Note: Under US GAAP, the Company’s investment in subsidiaries is accounted for using the equity method.

8

1(d)(ii) Details of any changes in the Company’s share capital arising from rights issue, bonus issue, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles, as well as the number of shares held as treasury shares, if any, against the total number of issued shares excluding treasury shares of the issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year.

	Number of shares
	March 29,		March 28,
	2009		2010
Issued shares outstanding at December 29, 2008 and December 28, 2009		2,202,218,293		2,202,218,293
Issue of shares pursuant to share plans		—		—
Issued shares outstanding at March 29, 2009 and March 28, 2010		2,202,218,293		2,202,218,293
Options outstanding		13,371,839		12,466,609

Convertible Notes

The Group did not have any outstanding convertible notes as at March 29, 2009 and March 28, 2010.

Treasury Shares

The Group did not have any treasury shares as at March 29, 2009 and March 28, 2010.

1(d)(iii) Total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year.

	December 27,		March 28,
	2009		2010
Total number of issued shares excluding treasury shares		2,202,218,293		2,202,218,293

1(d)(iv) A statement showing all sales, transfers, disposal, cancellation and/or use of treasury shares as at the end of the current financial period reported on.

Not applicable.

2 Whether the figures have been audited or reviewed, and in accordance with which auditing standard or practice.

The figures, prepared in accordance with US GAAP, have not been audited or reviewed by the Group’s auditors. The financial statements as of December 27, 2009 were derived from the Group’s audited consolidated financial statements.

3 Where the figures have been audited or reviewed, the auditors’ report (including any qualifications or emphasis of matter).

Not applicable.

4 Whether the same accounting policies and methods of computation as in the Issuer’s most recently audited annual financial statements have been applied.

The Group has applied the same accounting policies and methods of computation in the financial statements for the current reporting period as those used in the most recently audited annual financial statements.

5 If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change.

With the exception of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 28, 2010, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 20-F for the fiscal year ended December 27, 2009.

In December 2009, FASB issued Accounting Standards Update 2009-17, Improvements to Financial Reporting by Enterprises with Variable Interest Entities to incorporate the changes made by FASB Statement No. 167 into the FASB Codification. The guidance in this update is effective for periods beginning after November 15, 2009 and is effective for the Company’s first quarter reporting in 2010. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In December 2009, FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810) — Accounting and Reporting for Decreases in Ownership of a Subsidiary — A Scope Clarification, which expands the disclosure requirements about deconsolidation of a subsidiary or derecognition of a group of assets. The guidance in this update is effective for periods beginning in the first interim or

9

annual reporting period ending on or after December 15, 2009 and is effective for the Company’s first quarter reporting in 2010. The adoption of this standard did not have a material impact on the Company’s consolidated financial position and results of operations.

6 Earnings per ordinary share (“EPS”) of the Group for the current financial period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends:-

(a) based on the weighted average number of ordinary shares on issue; and

(b) on a fully diluted basis (detailing any adjustments made to the earnings).

	Three Months Ended
	March 30,			March 28,
	2009			2010
Net income (loss) per ordinary shares attributable to STATS ChipPAC Ltd.
— Basic	US$	(0.02	)	US$	0.01
— Diluted	US$	(0.02	)	US$	0.01
Ordinary shares (in thousands) used in per ordinary shares calculation:
— Basic		2,202,218			2,202,218
— Diluted		2,202,218			2,202,238

7 Net asset value (for the Issuer and Group) per ordinary share based on the total number of issued shares excluding treasury shares of the Issuer at the end of the:-

(a) current financial period reported on; and

(b) immediately preceding financial year.

	Group				Company
	December 27,		March 28,		December 27,		March 28,
	2009		2010		2009		2009
Net asset value per ordinary share	US$	0.74	US$	0.75	US$	0.71	US$	0.72

The net asset value per ordinary share of the Group and the Company as at December 27, 2009 and March 28, 2010 is calculated based on the total issued number of ordinary shares of 2,202,218,293.

8 A review of performance of the Group, to the extent necessary for a reasonable understanding of the Group’s business. It must include a discussion of the following:-

(a) any significant factors that affected the turnover, costs and earnings of the Group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and

(b) any material factors that affected the cash flow, working capital, assets or liabilities of the Group during the current financial period reported on.

Please refer to attached appendix: “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

9 Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results.

No forecast or prospect statement had been issued for the current reporting period.

10 A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the Group operates and any known factors or events that may affect the Group in the next reporting period and the next 12 months.

Please refer to attached appendix: “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

10

11 If a decision regarding dividend has been made:-

(a) Whether an interim (final) ordinary dividend has been declared (recommended); and

Not applicable.

(b)(i) Amount per share (cents)

Not applicable.

(b)(ii) Previous corresponding period (cents)

Not applicable.

(c) Whether the dividend is before tax, net of tax or tax exempt. If before tax or net of tax, state the tax rate and the country where the dividend is derived. (If the dividend is not taxable in the hands of shareholders, this must be stated).

Not applicable.

(d) The date the dividend is payable.

Not applicable.

(e) Book closure date.

Not applicable.

12 If no dividend has been declared (recommended), a statement to that effect.

No dividend has been declared or recommended for the current reporting period.

PART II — ADDITIONAL INFORMATION REQUIRED FOR FULL YEAR ANNOUNCEMENT

13 Segmented revenue and results for business or geographical segments (of the Group) in the form presented in the Issuer’s most recently audited annual financial statements, with comparative information for the immediately preceding year.

Not applicable.

14 In the review of performance, the factors leading to any material changes in contributions to turnover and earnings by the business or geographical segments.

Please refer to attached appendix: “Management Discussion and Analysis of Financial Condition and Results of Operations.”

15 A breakdown of the Group’s sales.

Not applicable.

16 A breakdown of the total annual dividend (in dollar value) for the Issuer’s latest full year and its previous full year.

Not applicable.

17 Confirmation pursuant to Rule 705(5) of the Listing Manual

The Directors hereby confirm that, to the best of their knowledge, nothing has come to their attention which may render the unaudited financial statements for the three months ended March 28, 2010 to be false or misleading in any material aspect.

ON BEHALF OF THE BOARD OF DIRECTORS

Charles R. Wofford	Tan Lay Koon
Chairman	President and Chief Executive Officer

BY ORDER OF THE BOARD

Elaine Sin
Company Secretary

April 27, 2010

11

EX-99.3

Exhibit 99.3

STATS ChipPAC Ltd.
Reg No.: 199407932D

APPENDIX
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our business, financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included in this report. This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ from those anticipated in these forward looking statements as a result of certain factors, such as those set forth in our annual report on Form 20-F filed with the U.S. Securities and Exchange Commission on March 5, 2010. Our 52-53 week fiscal year ends on the Sunday nearest and prior to December 31. Our fiscal quarters end on a Sunday and are generally thirteen weeks in length. Our first quarter of 2010 ended on March 28, 2010, while our first quarter of 2009 and fiscal year 2009 ended on March 29, 2009 and December 27, 2009, respectively. References to “US$” are to the lawful currency of the United States of America. The closing rate appearing on Reuters on March 28, 2010 was 1,138.00 South Korean Won per US$1.00 for cable transfers in South Korean Won and 31.83 New Taiwan Dollar per US$1.00 for cable transfers in New Taiwan Dollars (or “NT$”). For your convenience, unless otherwise indicated, certain South Korean Won and New Taiwan Dollar amounts have been translated into U.S. Dollar amounts based on these exchange rates. Unless otherwise specified or the context requires, the terms “STATS ChipPAC,” “Company,” “we,” “our,” and “us” refer to STATS ChipPAC Ltd. and its consolidated subsidiaries.

Business Overview

We are a leading service provider of semiconductor packaging design, bump, probe, assembly, test and distribution solutions. We have the scale to provide a comprehensive range of semiconductor packaging and test solutions to a diversified global customer base servicing the computing, communications, consumer and industrial markets. Our services include:

• Packaging services: providing leaded, laminate, memory card and wafer level chip-scale packages (“CSPs”) to customers with a broad range of packaging solutions and full backend turnkey services for a wide variety of electronics applications. We also provide redistribution layers, integrated passive devices and wafer bumping services for flip-chip and wafer level CSPs. As part of customer support on packaging services, we also offer package design; electrical, mechanical and thermal simulation; measurement and design of lead-frames and laminate substrates;

• Test services: including wafer probe and final testing on a diverse selection of test platforms covering the major test platforms in the industry. We have expertise in testing a broad variety of semiconductors, especially mixed-signal, radio frequency, analog and high-performance digital devices. We also offer test-related services such as burn-in process support, reliability testing, thermal and electrical characterization, dry pack, and tape and reel; and

• Pre-production and post-production services: such as package development, test software and related hardware development, warehousing and drop shipment services.

We have a leadership position in providing advanced package technology, such as flip-chip, wafer level, stacked die and System-in-Package. We are also a leader in testing mixed-signal semiconductors or semiconductors combining the use of analog and digital circuits in a chip. Mixed-signal semiconductors are used extensively in fast-growing communications and consumer applications. We have strong expertise in testing a wide range of high-performance digital devices.

We have been successful in attracting new customers with our packaging and test capabilities and then expanding our relationship with such customers to provide full turnkey solutions tailored to their individual needs.

We are headquartered in Singapore and our manufacturing facilities are strategically located in South Korea, Singapore, China, Malaysia, Taiwan (which includes our 52%-owned subsidiary, STATS ChipPAC Taiwan Semiconductor Corporation) and Thailand. We also have test pre-production facilities in the United States. We market our services through our direct sales force in the United States, South Korea, Japan, China, Singapore, Malaysia, Taiwan, the United Kingdom and the Netherlands. With an established presence in the countries where strategic semiconductor markets are located, we are in close proximity to the major hubs of wafer fabrication which allows us to provide customers with fully-integrated, multi-site, end-to-end packaging and test services.

Temasek Holdings (Private) Limited (“Temasek”), through its wholly-owned subsidiary, Singapore Technologies Semiconductors Pte Ltd (“STSPL”), beneficially owned approximately 83.8% of the Company as of March 28, 2010. Temasek, a private limited company incorporated in Singapore, is wholly-owned by the Minister for Finance (Incorporated) of Singapore, a body constituted by the Minister for Finance (Incorporation) Act (Cap. 183).

1

Global Market Conditions

The United States and other countries have experienced difficult economic conditions, including unprecedented financial market disruption. The current downturn in the global economy and the semiconductor markets that accelerated during the second half of 2008 and continued well into 2009 have adversely affected, and we expect will continue to affect, demand for our products and services. The uncertainty in global economic conditions may also make it difficult for our customers to accurately forecast and plan future business activities. Despite the recent improvement in the global economic conditions, the uncertainty in global economic conditions remains and there can be no assurance that global economic conditions will continue to improve. A sustained global economic slowdown and downturn in the semiconductor industry would have a material adverse effect on our results of operations, cash flow, financial position and/or prospects.

Furthermore, restrictions on credit globally and foreign currency exchange rate fluctuations in countries in which we have operations may impact economic activity and our results. Credit risk associated with our customers and our investment portfolio may also be adversely impacted. Financial market disruption may also result in increased interest expense or inability to obtain financing for our operations or investments.

Proposed Capital Reduction Exercise and Cash Distribution

In January 2008, we announced our intention to effect a proposed capital reduction to return surplus share capital in an amount of up to US$813.0 million to our shareholders. At an extraordinary general meeting held on March 17, 2008, our shareholders approved the proposed capital reduction.

Among other conditions, the proposed capital reduction was subject to and conditional upon our Company being able to obtain adequate debt financing to fund the cash distribution pursuant to the capital reduction and the repayment of certain of our outstanding debt on terms and conditions acceptable to us. The amount of the cash distribution would accordingly have been determined based on the proceeds of such debt financing made available to us. In furtherance of the proposed capital reduction, we commenced a cash tender offer and consent solicitation in respect of our senior notes in June 2008 but terminated it in August 2008 because the financing condition under the tender offer and consent solicitation was not satisfied.

In February 2009, we announced that we would not proceed with the proposed capital reduction as previously approved at the March 2008 shareholders’ meeting and the repayment of certain outstanding debt as given the economic environment at that time, we were not able to obtain debt financing to fund the proposed cash distribution on terms and conditions acceptable to us.

Results of Operations

Three months ended March 28, 2010 compared to three months ended March 29, 2009

Net Revenues

We derive revenues primarily from packaging and testing of laminate and leaded packages. Net revenues were US$387.9 million in the three months ended March 28, 2010, an increase of 75.9% compared to US$220.5 million in the three months ended March 29, 2009. The increase in net revenues in the three months ended March 28, 2010 compared to 2009 was primarily due to continued improvement in the semiconductor industry.

In the three months ended March 28, 2010, unit volumes of our total packaging were 105.2% higher compared to the same period in 2009. Average selling prices declined by 17.1% in the three months ended March 28, 2010 compared to the same period in 2009 due to product mix change and price decrease. These resulted in a net increase of our packaging revenues in the three months ended March 28, 2010 by 70.2% to US$274.7 million compared to the same period in 2009. Revenues from test and other services in the three months ended March 28, 2010 increased 91.7% to US$113.2 million compared to the same period in 2009.

In the three months ended March 28, 2010, revenue contribution from the communications market increased 1.9% over the same period in 2009 to US$202.9 million and represented 52.3% of our revenues in the three months ended March 28, 2010. Revenue contribution from consumer, multi-applications and other markets in the three months ended March 28, 2010 decreased 5.0% compared to the same period in 2009 to US$125.3 million and represented 32.3% of our revenues in the three months ended March 28, 2010. Revenue contribution from the personal computer market in the three months ended March 28, 2010 increased 3.0% to US$59.7 million over the same period in 2009, and represented 15.4% of our revenues in the three months ended March 28, 2010. We expect to continue to depend on the communications, consumer and multi-applications, and personal computer markets for substantially all of our net revenues.

Gross Profit

Gross profit in the three months ended March 28, 2010 was US$77.7 million, compared to gross loss of US$2.2 million in the three months ended March 29, 2009. Gross profit as a percentage of revenues was 20.0% in the three months ended March 28, 2010, compared to (1.0)% in the three months ended March 29, 2009. In the three months ended March 28, 2010, gross profit increased primarily due to higher net revenues. Overall equipment utilization was approximately 63% in the three months ended March 28, 2010 compared to 33% in the three months ended March 29, 2009. Our cost of revenues consist principally of fixed costs such as depreciation and leasing expenses and variable

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costs such as direct and indirect labor, materials and overhead expenses. We continue to experience higher cost as a result of external global economic factors, such as higher substrate and gold prices which affected our cost of materials.

Selling, General and Administrative

Selling, general and administrative expenses were US$22.6 million in the three months ended March 28, 2010, an increase of 9.6% compared to US$20.6 million in the three months ended March 29, 2009. In the three months ended March 29, 2009, selling, general and administrative expenses were lower primarily due to mandatory shutdowns and vacations. As a percentage of revenues, selling, general and administrative expenses were 5.8% in the three months ended March 28, 2010 compared to 9.3% in the three months ended March 29, 2009.

Research and Development

Research and development expenses were US$11.5 million in the three months ended March 28, 2010 compared to US$7.6 million in the three months ended March 29, 2009. The increase in research and development expenses in the three months ended March 28, 2010 was primarily due to an increase in research and development activities in advanced packaging in the three months ended March 28, 2010 and lower research and development expenses resulted from longer mandatory shutdowns and vacations during the three months ended March 29, 2009. As a percentage of revenues, research and development expenses were 3.0% in the three months ended March 28, 2010, compared to 3.5% in the three months ended March 29, 2009.

Restructuring Charges

No restructuring charges was incurred in the three months ended March 29, 2010. In the three months ended March 29, 2009, we recorded severance and related charges of US$12.9 million in connection with our restructuring plan involving the reduction of approximately 600 employees, representing approximately 5% of our global workforce.

We implemented the restructuring plan to reduce our operating costs in response to the severe operating environment during that period and to realign our organization’s structure and efficiency.

Net Interest Income (Expense)

Net interest expense was US$7.1 million in the three months ended March 28, 2010, compared to US$7.3 million in the three months ended March 29, 2009. Interest income was US$0.4 million in the three months ended March 28, 2010, compared to US$0.6 million in the three months ended March 29, 2009. The decrease in interest income in the three months ended March 28, 2010 was primarily due to lower interest rates in the three months ended March 28, 2010 compared to the same period in 2009.

Interest expense was US$7.5 million in the three months ended March 28, 2010, compared to US$7.9 million in the three months ended March 29, 2009. The decrease in interest expense was primarily due to our repayment of US$10.0 million of our 6.0% promissory notes to LSI Corporation (“LSI”) in October 2009, and the repurchase of US$2.0 million of our 6.75% Senior Notes due 2011 in March 2009. Total outstanding interest-bearing debt was US$451.8 million and US$466.8 million as of March 28, 2010 and March 29, 2009, respectively.

Foreign Currency Exchange Gain (Loss)

Net foreign currency exchange loss was US$0.9 million in the three months ended March 28, 2010, compared to net foreign currency exchange gain of US$2.0 million in the three months ended March 29, 2009. These non-cash gains and losses were due primarily to the fluctuations during the three months ended March 28, 2010 compared to the same period in 2009 between the exchange rate of the U.S. dollar and the South Korean Won, the Singapore dollar, the Malaysian Ringgit, the Chinese Renminbi and the Thai Baht.

Other Non-Operating Income (Expense), Net

Net other non-operating income was US$0.1 million in the three months ended March 28, 2010, compared to net other non-operating expense of US$2.4 million in the three months ended March 29, 2009. The non-operating expense in the three months ended March 29, 2009 was primarily due to the expenses related to our previously disclosed aborted capital reduction and debt financing incurred in 2008.

Income Tax Expense

Our consolidated income tax expense was US$7.0 million in the three months ended March 28, 2010, compared to US$0.4 million in the three months ended March 29, 2009, based on the mix of tax rates and taxable income across the various jurisdictions in which we do business. Our primary tax jurisdictions are Singapore, South Korea, China, Malaysia, Taiwan, Thailand and the United States.

The US$7.0 million tax expense in the three months ended March 28, 2010 included tax benefit adjustments to the effective tax rate related to US$0.8 million of liability for unrecognized tax benefits for uncertain tax positions in the three months ended March 28, 2010, compared to tax expense adjustments of US$0.1 million in the three months ended March 29, 2009.

We recognize interest and penalties related to the unrecognized tax benefit in income tax expense. As of March 28, 2010, we do not have any accrued interest and penalties.

Balance Sheet

Total Group assets increased US$51.8 million in the three months ended March 28, 2010 to US$2,478.7 million mainly due to an increase in accounts receivables by US$29.6 million and property, plant and equipment by US$34.2 million, partially offset by a decrease in cash, cash equivalents and marketable securities by US$5.8 million.

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The increase in accounts receivable was due to slower collections. The increase in property, plant and equipment was due to capital expenditure, partially offset by depreciation. The decrease in cash and cash equivalents was mainly due to cash used in investing and financing activities being higher than cash generated from operations.

Total Group liabilities increased US$19.3 million in the three months ended March 28, 2010 to US$822.7 million mainly due to an increase in accounts payables, payables related to property, plant and equipment purchases, and other payables by US$29.8 million, partially offset by a decrease in accrued operating expenses by US$9.7 million and total debts by US$6.2 million. The increase in accounts payables, payables related to property, plant and equipment purchases, and other payables is due to increased purchase of property, plant and equipment. The reduction in accrued operating expenses was due to a reduction in accrued staff cost.

Total shareholders’ equity attributable to STATS ChipPAC Ltd. increased by US$30.4 million to US$1,595.1 million mainly due to a net income of US$27.5 million recorded in the three months ended March 28, 2010.

Liquidity and Capital Resources

Our principal source of liquidity consists of cash flows from operating activities, bank facilities, debt financing, and our existing cash, cash equivalents and marketable securities. As of March 28, 2010, we had cash, cash equivalents and marketable securities of US$362.3 million. We also have available lines of credit and banking facilities consisting of loans, overdrafts, letters of credit and bank guarantees, including those available to our consolidated subsidiaries, which amounted to an aggregate of US$175.5 million, of which US$99.8 million was utilized as of March 28, 2010. Our liquidity needs arise primarily from servicing our outstanding debts, working capital needs and the funding of capital expenditures and investments. Our debt service repayment obligations for 2010 include our obligation to redeem the outstanding US$150.0 million aggregate principal amount of our 7.50% senior notes due in July 2010. Our capital expenditures are largely driven by the demand for our services, primarily to increase our packaging and testing capacity, to replace packaging and testing equipment from time to time, and to expand our facilities and service offerings. Depending on business conditions, we expect our capital expenditures to be approximately US$200.0 million in 2010. We spent US$99.4 million on capital expenditures in the three months ended March 28, 2010, compared to US$9.5 million in the same period in 2009. Our capital expenditure in the three months ended March 28, 2010 was higher over the same period in 2009 as we expanded our 300mm embedded Wafer-Level Ball Grid Array (eWLB) manufacturing capacity.

In September 2009, STATS ChipPAC Korea Ltd. obtained a short term loan facility from DBS Bank Ltd with a credit limit of US$25.0 million. No drawdown has been made from this facility as of March 28, 2010.

In June 2009, STATS ChipPAC Shanghai Co., Ltd. obtained a short term loan facility from Bank of Communications Co., Ltd. with a credit limit of US$15.0 million. As of March 28, 2010, US$6.0 million was outstanding.

In March 2009, we repurchased US$2.0 million aggregate principal amount of our US$215.0 million 6.75% Senior Notes due 2011 for US$1.7 million (excluding interest). We financed the repurchase of these senior notes with our existing cash on hand. We have deposited the repurchased US$2.0 million principal amount of senior notes with a banking institution to hold in custody and accordingly, those senior notes have thereupon ceased to be outstanding or to accrue interest in our financial statements.

In January 2008, we announced our intention to effect a proposed capital reduction to return surplus share capital in an amount of up to US$813.0 million to our shareholders. At an extraordinary general meeting held on March 17, 2008, our shareholders approved the proposed capital reduction.

Among other conditions, the proposed capital reduction was subject to and conditional upon us being able to obtain adequate debt financing to fund the cash distribution pursuant to the capital reduction and the repayment of certain of our outstanding debt on terms and conditions acceptable to us. The amount of the cash distribution would accordingly have been determined based on the proceeds of such debt financing made available to us. In furtherance of the proposed capital reduction, we commenced a cash tender offer and consent solicitation in respect of our senior notes in June 2008 but terminated it in August 2008 because the financing condition under the tender offer and consent solicitation was not satisfied.

In February 2009, we announced that we would not proceed with the proposed capital reduction as previously approved at the March 2008 shareholders’ meeting as given the economic environment, we were not able to obtain debt financing to fund the proposed cash distribution and the repayment of certain outstanding debt on terms and conditions acceptable to us.

In October 2007, we consummated the previously announced definitive agreement with LSI pursuant to which STATS ChipPAC (Thailand) Limited acquired LSI’s assembly and test operations in Thailand for an aggregate purchase price of approximately US$100.0 million. We funded the initial payment of US$50.0 million of the aggregate purchase consideration with our working capital, including our cash and cash equivalents, and issued a promissory note bearing interest of 6.0% per annum for the balance US$46.8 million purchase price, after taking into account a contractual net-off of US$3.2 million of receivables from LSI. The promissory note is payable over four annual installments of US$20.0 million, US$10.0 million, US$10.0 million and US$6.8 million commencing October 2, 2008. The first and second annual installment of US$20.0 million and US$10.0 million were paid to LSI in 2008 and 2009, respectively. As of March 28, 2010, the amount payable to LSI under the promissory note was US$16.8 million.

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We believe that our cash on hand, existing credit facilities and anticipated cash flows from operations will be sufficient to meet our currently anticipated capital expenditure requirements, investment requirements, as well as debt service repayment obligations for 2010. Our debt service repayment obligations for 2010 include our obligation to redeem the outstanding US$150.0 million aggregate principal amount of our 7.50% senior notes due in July 2010. We regularly evaluate our current and future financing needs and may take advantage of favorable market conditions to raise additional financing. We may also from time to time seek to refinance our outstanding debt, or retire or purchase our outstanding debt through cash purchases and/or exchanges for securities, in the open market purchases, privately negotiated transactions or otherwise. From time to time, we may make acquisitions of, or investments in, other companies and businesses that we believe could expand our business, augment our market coverage, enhance our technical capabilities or otherwise offer growth opportunities. Such additional financing, refinancing, repurchases, exchanges, acquisitions or investments, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Under the global market conditions as discussed above, there can be no assurance that our business activity would be maintained at the expected level to generate the anticipated cash flows from operations or that our credit facilities would be available or sufficient. If the current market conditions persist or further deteriorate, there can be no assurance that demand for our services will not be adversely affected, resulting in our cash flows from operations being lower than anticipated. If our cash flows from operations is lower than anticipated, including as a result of the ongoing downturn in the market conditions generally or the semiconductor industry or otherwise, or our capital requirements exceed our expectations as a result of higher than anticipated growth in the semiconductor industry, acquisition or investment opportunities, or the expansion of our business or otherwise, we may have to seek additional financing. In such events, there can be no assurance that additional financing will be available or, if available, that such financings can be obtained on terms favorable to us or that any additional financing will not be dilutive to our shareholders or detrimental to our creditors.

Total Borrowings

As of March 28, 2010, our total debt outstanding consisted of US$451.8 million of borrowings, which included US$150.0 million of our 7.5% Senior Notes due 2010, US$213.0 million of our 6.75% Senior Notes due 2011, and other long-term and short-term borrowings.

In September 2009, STATS ChipPAC Korea Ltd. obtained a US$25.0 million short term loan facility with DBS Bank Ltd. No draw down has been made from this facility as of March 28, 2010.

In June 2009, STATS ChipPAC Shanghai Co., Ltd. obtained a short term loan facility from Bank of Communications Co., Ltd. with a credit limit of US$15.0 million. As of March 28, 2010, US$6.0 million of loan under this credit facility was outstanding over two loan tranches of US$3.0 million each. The principal of the two loan tranches of US$3.0 million each is payable at maturity in June 2010. Interest on the two loan tranches of US$3.0 million each is payable on a quarterly basis. These two tranches bear interest at the rate of 3.4% per annum and 2.5% per annum, respectively.

In March 2009, we repurchased US$2.0 million aggregate principal amount of our 6.75% Senior Notes due 2011 for US$1.7 million (excluding interest). We financed the repurchase of these senior notes with our existing cash on hand. As a result, we recognized a gain on repurchase of senior notes of US$0.3 million in the first quarter of 2009.

In October 2007, we issued a promissory note carrying interest, payable annually, of 6.0% per annum to LSI in connection with the acquisition of an assembly and test operations in Thailand. The amount payable to LSI after contractual netting of certain receivables from LSI of US$3.2 million amounted to US$16.8 million as of December 27, 2009. The promissory note is payable in annual installments of US$20.0 million, US$10.0 million, US$10.0 million and US$6.8 million over four years commencing October 2, 2008. The first and second annual installment of US$20.0 million and US$10.0 million, were paid to LSI in 2008 and 2009, respectively. As of March 28, 2010, the amount payable to LSI under the promissory note was US$16.8 million.

STATS ChipPAC Taiwan Semiconductor Corporation has a NT$3.6 billion floating rate New Taiwan dollar term loan facility (approximately US$113.1 million based on exchange rate as of March 28, 2010) with a syndicate of lenders, with Taishin Bank as the sponsor bank. The loan draw downs must be made within 24 months from the date of first drawdown, which took place in February 2007. Upon expiry of the 24 months period in February 2009, this facility ceased to be available for further drawdown. STATS ChipPAC Taiwan Semiconductor Corporation has drawn down NT$0.7 billion (approximately US$22.0 million based on exchange rate as of March 28, 2010) under the term loan facility. The principal of and interest on the loan is payable in nine quarterly installments commencing February 2009 (being 24 months from first draw down date) with the first eight quarterly installments each repaying 11% of the principal and the last quarterly installment repaying 12% of the principal. In May 2009, STATS ChipPAC Taiwan Semiconductor Corporation refinanced the outstanding NT$0.6 billion (approximately US$18.9 million based on exchange rate as of March 28, 2010) loan with new credit facilities of NT$873.0 million (approximately US$27.4 million as of March 28, 2010) obtained from various bank and financial institutions. As of March 28, 2010, NT$423.0 million (approximately US$13.3 million) of loan under these credit facilities was outstanding. These credit facilities have varying interest rates ranging from 1.7% to 1.8% per annum and maturities ranging from May 2011 to May 2012. In the three months ended March 28, 2010, STATS ChipPAC Taiwan Semiconductor Corporation early repaid NT$200.0 million (approximately US$6.3 million) of loan outstanding under the credit facilities.

Additionally, STATS ChipPAC Taiwan Semiconductor Corporation has a NT$0.3 billion (approximately US$9.4 million as of March 28, 2010) credit facility from Mega Bank of which NT$85.2 million (approximately US$2.7 million) borrowings was outstanding as of March 28, 2010. This credit facility bears interest at the rate of 1.7% per annum and expires in August 2012. This loan is secured by a pledge of land and building with a combined net book value of US$6.4 million as of March 28, 2010.

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We have a line of credit from Bank of America with a credit limit of US$50.0 million, of which US$50.0 million was outstanding as of March 28, 2010, over two loan tranches of US$25.0 million each. The principal of and interest on the two loan tranches of US$25.0 million each are payable at maturity in April 2010 and June 2010, respectively. These two loan tranches bear interest at the rate of 1.60% per annum and 1.83% per annum, respectively. We have the option to roll-forward the principal at maturity for a period of one, two, three, or six months. We rolled forward the loan tranche due to mature in April 2010 for a period of one month.

At March 28, 2010, we had other undrawn banking and credit facilities consisting of loans, overdrafts, letters of credit and bank guarantees of US$29.4 million with financial institutions.

Off-Balance Sheet Arrangements

We have no significant investment in any unconsolidated entities. Our off-balance sheet commitments are limited to operating leases, royalty/license agreements and purchase obligations. Our total off-balance sheet obligations were approximately US$234.9 million as of March 28, 2010.

Contractual Obligations

Our total commitments on our loans, operating leases, other obligations and agreements as of March 28, 2010 were as follows:

	Payments Due
	Within						More Than
	1 Year		1-3 Years		3-5 Years		5 Years		Total
	US$’000		US$’000		US$’000		US$’000		US$’000
On balance sheet commitments:
7.5% Senior Notes due 2010 (1)		150,000		—		—		—		150,000
6.75% Senior Notes due 2011 (1)		—		213,000		—		—		213,000
6% promissory note (1)		10,000		6,800		—		—		16,800
Long-term loans (1)		3,432		12,558		—		—		15,990
Short-term loans (1)		56,000		—		—		—		56,000
Retirement benefits		548		718		946		7,951		10,163
Other non-current liabilities (2)		—		—		—		—		—
Total on balance sheet commitments		219,980		233,076		946		7,951		461,953
Off balance sheet commitments:
Operating leases		16,665		19,403		14,818		17,238		68,124
Royalty/ licensing agreements		9,102		17,684		17,264		102		44,152
Purchase obligations:
- Capital commitments		71,168		—		—		—		71,168
- Inventory purchase commitments		51,429		—		—		—		51,429
Total off balance sheet commitments		148,364		37,087		32,082		17,340		234,873
Total commitments		368,344		270,163		33,028		25,291		696,826

Notes:
(1)	Our senior notes, promissory note payable, short-term and long-term loans agreements contain provisions for the payment of interest either on a monthly, quarterly, semi-annual or annual basis at a stated rate of interest over the term of the debt. These payment obligations are not reflected in the table above. The interest payments due within one year and 1-3 years amount to US$21.5 million and US$14.8 million, respectively.
(2)	Our other non-current liabilities as of March 28, 2010 were US$62.4 million, including US$10.2 million related to non-current retirement benefits for our employees in Malaysia and Thailand. Also included in the other non-current liabilities is US$2.4 million related to severance benefits for our employees in South Korea which were not included in the table due to lack of contractual certainty as to the timing of payments.

Contingencies

We are subject to claims and litigations, which arise in the normal course of business. These claims may include allegations of infringement of intellectual property rights of others as well as other claims of liability. We accrue liability associated with these claims and litigations when they are probable and reasonably estimable.

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In February 2006, our Company, STATS ChipPAC Inc., (“ChipPAC”) and STATS ChipPAC (BVI) Limited were named as defendants in a patent infringement lawsuit filed in United States Federal Court for the Northern District of California (the “California Litigation”). The plaintiff, Tessera, Inc. (“Tessera”), has asserted that semiconductor chip packaging, specifically devices having Ball Grid Array (“BGA”) and multi-chip BGA configurations used by the defendants infringe certain patents of Tessera. Tessera has further asserted that our Company is in breach of an existing license agreement entered into by Tessera with ChipPAC, Inc., which agreement has been assigned by ChipPAC, Inc. to our Company.

In May 2007, at Tessera’s request, the United States International Trade Commission (the “ITC”) instituted an investigation (the “First ITC Investigation”) of certain of our Company’s co-defendants in the California Litigation and other companies, including certain of our Company’s customers. In addition, in April 2007, Tessera instituted an action in the Federal District Court for the Eastern District of Texas (the “Texas Action”) against certain of our Company’s co-defendants in the California Litigation and other companies. In the First ITC Investigation, the ITC issued a limited exclusion order in May 2009 preventing the named companies from importing certain packaged semiconductor chips and products containing them into the United States. The respondents in the First ITC Investigation appealed to the U.S. Court of Appeals and the appeal is pending. The Texas Action seeks damages and injunctive relief against the named defendants. Both the First ITC Investigation and the Texas Action allege infringement of two of the same patents asserted by Tessera in the California Litigation, and may involve some of the same products packaged by our Company that are included in the California Litigation.

In May 2008, the ITC instituted an investigation (the “Second ITC Investigation”) of our Company and other semiconductor package assembly service providers that are included in the California Litigation. In the Second ITC Investigation, Tessera sought an order to prevent our Company and other named companies (collectively, the “Respondents”) from providing packaging or assembly services for certain packaged semiconductor chips incorporating small format non-tape BGA semiconductor packages and products containing them, for importation into the United States. In addition, Tessera sought a general exclusion order excluding from importation all small format non-tape BGA semiconductor packages (and downstream products containing such packages), regardless of whether such packages are assembled by the Respondents. The Second ITC Investigation alleged infringement of three of the same patents asserted by Tessera in the California Litigation. Our Company responded to the complaint in June 2008. In February 2009, the Second ITC Investigation was stayed pending the outcome of the First ITC Investigation. In March 2009, Tessera moved to terminate the Second ITC Investigation. In August 2009, the ITC issued a final determination terminating the Second ITC Investigation.

The district court in the California Litigation has vacated the trial schedule and stayed all proceedings pending a final resolution of the First ITC Investigation. The U.S. Patent and Trademark Office (“PTO”) has also instituted reexamination proceedings on all of the patents Tessera has asserted in the California Litigation and the Second ITC Investigation. It is not possible to predict the outcome of the California Litigation, the total costs of resolving the California Litigation, or when the stay in the California Litigation will be lifted; nor is it possible to predict the outcome of the First ITC Investigation or the Texas Action. It is also not possible to predict the outcome of the PTO proceedings or their impact on the California Litigation or the First ITC Investigation.

We believe that we have a meritorious defense to these claims and intend to defend the lawsuit(s) vigorously. A court or ITC determination that our products or processes infringe the intellectual property rights of others could result in significant liability and/or require us to make material changes to our products and/or processes. Due to the inherent uncertainties of the lawsuit(s) and investigation(s), we cannot accurately predict the ultimate outcome and it could result in significant liability and/or injunction and could have a material adverse effect on the business, financial condition and the results of operations of our Company.

Our Company also, from time to time, receives from customers request for indemnification against pending or threatened infringement claims brought against such customers, such as the Tessera cases described above. The resolution of any future allegation or request for indemnification could have a material adverse effect on the Company’s business, financial condition and results of operations.

In addition, we are subject to various taxes in the different jurisdictions in which we operate. These include taxes on income, property, goods and services, and other taxes. We submit tax returns and claims with the appropriate government taxing authorities, which are subject to examination and agreement by those taxing authorities. We will regularly assess the likelihood of adverse outcomes resulting from these examinations to determine adequacy of provision for taxes.

Cash Flows From Operating Activities

In the three months ended March 28, 2010, cash provided by operations was US$68.6 million compared to cash used in operations of US$13.6 million in the three months ended March 29, 2009. Cash provided by operations is calculated by adjusting our net (loss) income by non-cash related items such as depreciation and amortization, amortization of debt issuance cost, loss or gain from sale of assets, gain from repurchase of senior notes, deferred income taxes, foreign currency exchange loss or gain, share-based compensation expense, net income (loss) attributable to noncontrolling interest, share of equity income and by changes in assets and liabilities. In the three months ended March 28, 2010, non-cash related items included US$67.8 million related to depreciation and amortization (including amortization of capitalized debt issuance costs), US$0.3 million gain from the sale of equipment, US$1.4 million from foreign currency exchange losses, US$0.1 million related to share-based compensation expense, US$3.9 million from deferred taxes, US$1.3 million from net income attributable to the noncontrolling interest of one of our subsidiaries and US$0.001 million equity income from equity investment.

In the three months ended March 29, 2009, non-cash related items included US$66.7 million related to depreciation and amortization (including amortization of capitalized debt issuance costs), US$0.5 million gain from the sale of equipment, US$0.3 million gain from repurchase of senior notes, US$0.5 million from foreign currency exchange gains, US$0.1 million related to share-based compensation

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expense, US$0.1 million from deferred taxes, US$1.3 million from net loss attributable to the noncontrolling interest of one of our subsidiaries and US$1.0 million equity loss from equity investment.

Working capital uses of cash for the three months ended March 28, 2010 included increases in accounts receivables, inventories and decreases in accounts payable, accrued operating expenses and other payables and amount due to affiliates. Working capital source of cash for the three months ended March 28, 2010 included decreases in amount due from affiliates and other receivables, prepaid expenses and other assets. Accounts receivables were higher compared to December 27, 2009 due to slower collections. Additionally, accounts payables, accrued operating expenses and other payables increased as compared to December 27, 2009 primarily due to timing of quarterly purchases.

Cash Flows From Investing Activities

In the three months ended March 28, 2010, cash used in investing activities was US$73.7 million compared to US$32.5 million in the three months ended March 29, 2009. The primary usage of cash in investing activities was related to the acquisition of property and equipment, net of changes in payables related to property, plant and equipment purchases, of US$66.2 million in the three months ended March 28, 2010 compared to US$24.3 million during the same period in 2009. In the three months ended March 28, 2010, we received nil, compared to US$0.5 million in the same period in 2009, of proceeds from sale of assets held for sale. In the three months ended March 28, 2010, we invested US$2.5 million, compared to US$1.6 million in the same period in 2009, in the acquisition of software, licenses and other intangible assets. In the three months ended March 28, 2010, we purchased marketable securities of US$8.1 million compared to US$22.6 million in the same period in 2009. In the three months ended March 28, 2010, we received proceeds from the sale and maturity of our marketable securities of US$3.1 million compared to US$15.3 million in the same period in 2009.

Cash Flows From Financing Activities

In the three months ended March 28, 2010, cash used in financing activities was US$6.8 million compared to US$6.0 million in the three months ended March 29, 2009. In the three months ended March 28, 2010, nil borrowings were made and US$6.5 million of our debt and borrowings were repaid. In the three months ended March 29, 2009, US$5.0 million of borrowings were made and US$9.1 million of our debt and borrowings were repaid. In the three months ended March 29, 2009, we repurchased US$2.0 million aggregate principal amount of our US$215.0 million 6.75% Senior Notes due 2011 (excluding interest) at an aggregate consideration of US$1.7 million.

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