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 quarter ended March 31, 2005

Commission File Number 000-29103

STATS CHIPPAC LTD.

(Exact name of registrant as specified in its charter)

Not Applicable
(Translation of registrant’s name into English)

Republic of Singapore
(Jurisdiction of incorporation or organization)

10 Ang Mo Kio Street 65
#05-17/20 TechPoint
Singapore 569059
(65) 6824-7888
(Address of principal executive offices)

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

Form 20-F þ Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b).

Not applicable.

This report on Form 6-K shall be deemed to be incorporated by reference in the prospectuses included in the Registration Statement on Form F-3/S-3 (File Nos. 333-119705 and 333-119705-1) of STATS ChipPAC Ltd. and STATS ChipPAC, Inc. and the Registration Statement on Form F-4 (File No. 333-123480) of STATS ChipPAC Ltd. and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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 authorised.

STATS ChipPAC Ltd.
By:	/s/ Tan Lay Koon
	Name : Tan Lay Koon
	Title : President & Chief Executive Officer
	Date : April 28, 2005

By:	/s/ Michael G. Potter
	Name : Michael G. Potter Title : Chief Financial Officer
	Date : April 28, 2005

EXHIBIT INDEX

Exhibit		Description of Exhibit
	1.	STATS ChipPAC Ltd.’s Outlook as of April 28, 2005 and condensed consolidated statements of operations for the three months ended March 31, 2005 and 2004, and balance sheets as of March 31, 2005 and December 31, 2004.
	2.	Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations for the year ended December 31, 2004.

EX-1

Exhibit 1

Outlook

Based on current customer forecasts, STATS ChipPAC Ltd. (“STATS ChipPAC” or the “Company”) believes the worst is behind the Company. STATS ChipPAC expects to return to a growth mode in the second quarter 2005, with an increase in revenue quarter over quarter. The Company remains confident in its prospects due to the compelling strategic advantages of its business model, its strong financial position, its leadership in test and advanced packages, and its geographic leadership in fast growth regions. Specifically, for the second quarter 2005, STATS ChipPAC expects revenues to be approximately 10% to 15% higher than the first quarter 2005, with US GAAP net loss per ADS of $0.05 to $0.08 for the second quarter of 2005.

Certain statements in this press release including statements regarding expected future financial results and industry growth, and all statements made under the heading “Outlook”, are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially. Factors that could cause actual results to differ include our ability to successfully integrate the operations of former STATS and ChipPAC and employees; general business and economic conditions and the state of the semiconductor industry; demand for end-use applications products such as communications equipment and personal computers; reliance on a small group of principal customers; decisions by customers to discontinue outsourcing of test and assembly services; changes in customer order patterns; rescheduling or canceling of customer orders; changes in product mix; capacity utilization; level of competition; pricing pressures including declines in average selling prices; continued success in technological innovations; delays in acquiring or installing new equipment; shortages in supply of key components; availability of financing; exchange rate fluctuations; litigation and other risks described from time to time in the Company’s SEC filings, including its annual report on Form 20-F dated March 18, 2005, the Registration Statement on Form F-3/S-3 (File Nos. 333-119705 and 333-119705-1) of STATS ChipPAC and STATS ChipPAC, Inc. respectively and the Registration Statement on Form F-4 (File No. 333-123480 of STATS ChipPAC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Unless otherwise specified, references to “$” are to the lawful currency of the United States of America. Unless otherwise specified, references to “US GAAP” are to Generally Accepted Accounting Principles as practiced in the United States of America.

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

	Three months ended March 31,
	2004			2005
Net revenues	$	132,328		$	234,146
Cost of revenues		(111,949	)		(209,748	)
Gross profit		20,379			24,398
Operating expenses:
Selling, general and administrative		10,253			32,285
Research and development		3,085			5,942
Restructuring charges		–			830
Other general expenses (income), net		(37	)		(39	)
Total operating expenses		13,301			39,018
Operating income (loss)		7,078			(14,620	)
Non-operating income (expenses), net		(2,221	)		(11,382	)
Income (loss) before income taxes		4,857			(26,002	)
Provision for income taxes		(509	)		(1,139	)
Income (loss) before minority interest		4,348			(27,141	)
Minority interest		(282	)		22
Net income (loss)	$	4,066		$	(27,119	)
Net income (loss) per ordinary share
Basic	$	0.00		$	(0.01	)
Diluted	$	0.00		$	(0.01	)
Net income (loss) per ADS
Basic	$	0.04		$	(0.14	)
Diluted	$	0.04		$	(0.14	)
Ordinary shares (in thousands) used in per ordinary share calculation:
Basic		1,076,713			1,948,396
Diluted		1,081,215			1,948,396
ADS (in thousands) used in per ADS calculation:
Basic		107,671			194,840
Diluted		108,122			194,840
Key Ratios & Information:
Gross Margin		15.4	%		10.4	%
Operating Expenses as a % of Revenue		10.1	%		16.7	%
Operating Margin		5.3	%		(6.2	)%
Depreciation & Amortization Expense, including Amortization of Debt Issuance Cost	$	35,628		$	61,170
Capital Expenditure	$	69,798		$	17,147

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STATS ChipPAC Ltd. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands of US Dollars)
(Unaudited)

	December 31,		March 31,
	2004		2005
ASSETS
Current assets:
Cash, cash equivalents and marketable securities	$	229,569	$	161,129
Accounts receivable, net		149,650		166,630
Inventories		58,272		47,948
Other current assets		54,690		65,680
Total current assets		492,181		441,387
Marketable securities		18,121		17,750
Property, plant and equipment, net		1,035,803		1,004,583
Goodwill and intangible assets		649,428		636,087
Other non-current assets		76,169		69,806
Total assets	$	2,271,702	$	2,169,613
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts and other payables	$	120,211	$	90,683
Other current liabilities		66,074		82,888
Short-term debts		181,868		145,098
Total current liabilities		368,153		318,669
Long-term debts		652,946		617,127
Other non-current liabilities		50,362		57,490
Total liabilities		1,071,461		993,286
Minority interest		40,891		40,742
Shareholders’ equity		1,159,350		1,135,585
Total liabilities and shareholders’ equity	$	2,271,702	$	2,169,613

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EX-2

Exhibit 2

UNAUDITED PRO FORMA CONDENSED COMBINED

CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2004

     Unless otherwise specified or the context requires, the term “STATS ChipPAC” refers to STATS ChipPAC Ltd., a company incorporated under the laws of the Republic of Singapore, and its consolidated subsidiaries after the consummation of the merger described herein, the term “STATS” refers to ST Assembly Test Services Ltd, a Singapore company, and its consolidated subsidiaries prior to the consummation of the merger, and the term “ChipPAC” refers to ChipPAC, Inc., a Delaware corporation, and its consolidated subsidiaries prior to the consummation of the merger and ChipPAC, Inc. as a wholly-owned subsidiary of STATS ChipPAC after the consummation of the merger. On January 20, 2005, STATS ChipPAC, Inc. (formerly known as ST Assembly Test Services, Inc.) was merged into ChipPAC, Inc. The entity surviving the merger was renamed STATS ChipPAC, Inc. References to “STATS” for the periods subsequent to the merger mean the combined company, STATS ChipPAC.

      The following unaudited pro forma condensed combined consolidated statement of operations gives effect to the merger between STATS and ChipPAC using the purchase method of accounting for the business combination.

      Pursuant to the merger, former ChipPAC stockholders received 0.87 (the exchange ratio) of a STATS ADS, and received cash in lieu of fractional ADSs that otherwise would have been issued, in exchange for each share of ChipPAC Class A common stock owned at the time of the consummation of the merger on August 5, 2004. In the merger, STATS issued to former ChipPAC stockholders 86.19 million ADSs.

      The unaudited pro forma condensed combined consolidated statement of operations for the year ended December 31, 2004 gives effect to the merger as if it had been consummated on January 1, 2004. The unaudited pro forma condensed combined consolidated statement of operations for the year ended December 31, 2004 combines the historical consolidated statement of operations of STATS for the year ended December 31, 2004 with the historical consolidated statement of operations of ChipPAC for the period from January 1, 2004 through August 4, 2004, respectively, after giving effect to adjustments arising from applying the purchase method of accounting.

      The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the merger had been consummated on January 1, 2004 nor is it necessarily indicative of the future operating results of the combined company. See “Forward-Looking Statements” in STATS ChipPAC’s Form 20-F dated March 18, 2005 and Registration Statements on Form F-3/S-3 (file numbers 333-119705 and 333-119705-1) and Form F-4 (file number 333-123480). Under the purchase method of accounting, the total purchase price was allocated to ChipPAC’s assets based on their estimated fair value. A valuation was conducted in order to assist STATS’ management in determining the fair values of a significant portion of ChipPAC’s assets and was considered by STATS’ management in estimating the fair values of ChipPAC’s assets reflected in the unaudited pro forma condensed combined consolidated financial statements. The final allocation of purchase price is subject to adjustments for a period not to exceed one year from the consummation date (the allocation period) in accordance with SFAS No. 141, “Business Combinations” and Emerging Issues Task Force (EITF) Issue No. 95-3, “Recognition of Liabilities in connection with a Purchase Business Combination.” The allocation period is intended to differentiate between amounts that are determined as a result of the identification and valuation process required by SFAS No. 141 for all assets acquired and liabilities assumed and amounts that are determined as a result of information that was not previously obtained being obtained. The pro forma statement of operations should be read in conjunction with the accompanying notes thereto and with STATS’ and ChipPAC’s historical consolidated financial statements and related notes thereto included elsewhere in STATS ChipPAC’s Form 20-F dated March 18, 2005 and Registration Statements on Form F-3/S-3 (file numbers 333-119705 and 333-119705-1) and Form F-4 (file number 333-123480).

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UNAUDITED PRO FORMA CONDENSED

COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2004

(In thousands, except per share data)

			Historical						Pro Forma
			Year Ended			Pro Forma			Year Ended
			December 31, 2004			Adjustments			December 31, 2004
Net revenues			$	769,121		$	315,044	(a)	$	1,084,165
Cost of revenues				(643,540	)		(256,777	)(a)		(898,687	)
							70	(b)
							1,560	(c)
Gross profit				125,581						185,478
Operating expenses:
	Selling, general and administrative			84,965			22,179	(a)		136,661
							29,339	(b)
							(39	)(c)
							831	(d)
							(614	)(e)
	Research and development			17,637			7,103	(a)		25,136
							417	(b)
							(21	)(c)
	Goodwill impairment			453,000						453,000
	Other general expenses, net			(464	)		124	(a)(h)		(340	)
		Total operating expenses		555,138						614,457
Operating income (loss)				(429,557	)					(428,979	)
Other income (expense):
	Interest income		$	4,430		$	279	(a)	$	4,709
	Interest expense			(28,816	)		(18,055	)(a)		(44,170	)
							2,701	(f)
	Foreign currency exchange gain (loss)			(1,122	)		(211	)(a)		(1,333	)
	Other non-operating loss, net			(936	)		(207	)(a)		(1,143	)
		Total other income (expense)		(26,444	)					(41,937	)
Loss before income taxes				(456,001	)					(470,916	)
Income tax expense				(7,894	)		(1,919	)(a)		(9,951	)
							(138	)(g)
Loss before minority interest				(463,895	)					(480,867	)
Minority interest				(3,828	)					(3,828	)
Net loss			$	(467,723	)				$	(484,695	)
Net income (loss) per ordinary share:
	Basic and diluted		$	(0.33	)				$	(0.25	)
Net income (loss) per ADS:
	Basic and diluted		$	(3.27	)				$	(2.52	)
Ordinary shares used in per ordinary share calculation:
	Basic and diluted			1,428,954						1,920,913
ADSs used in per ADS calculation:
	Basic and diluted			142,895						192,091

See accompanying notes to unaudited pro forma condensed combined consolidated statement of operations.

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Notes To Unaudited Pro Forma Condensed

Combined Consolidated Statement of Operations

Note 1 Basis of Pro Forma Presentation

      On August 5, 2004, STATS and ChipPAC consummated the previously announced merger which resulted in ChipPAC becoming a wholly-owned subsidiary of STATS. The transaction has been accounted for using the purchase method. Subsequent to the merger, STATS was renamed STATS ChipPAC Ltd.

      The number of STATS ADSs issued pursuant to the merger was 86.19 million, determined based upon the exchange ratio of 0.87 STATS ADS for each share of ChipPAC Class A common stock and the number of outstanding shares of ChipPAC Class A common stock as of August 5, 2004. The average market price per STATS ADS of $12.402 is based upon an average of the closing prices for a range of trading days (February 8 through 12, 2004) around February 10, 2004, the date on which the merger was announced.

      The fair values of STATS substitute options, both vested and unvested, were determined using a Black-Scholes valuation model with the following assumptions: no dividend yield; an expected volatility of 62.47%, and a risk-free interest rate of 3.12%. The model assumed an expected life of five to seven years for vested and unvested options.

      The number of STATS ordinary shares that are subject to STATS substitute options in connection with the merger is 76.5 million, based upon the total number of shares of ChipPAC Class A common stock subject to outstanding ChipPAC options as of August 5, 2004, at an exercise price range of $0.15 to $1.47 per STATS ordinary share.

      Based on the above, the estimated total purchase price of the ChipPAC acquisition is as follows (in thousands):

Value of STATS ADSs issued		$	1,068,955
Value of STATS substitute options			74,548
Total value of STATS securities			1,143,503
Estimated direct transaction costs			9,369
	Total estimated purchase price	$	1,152,872

      Under the purchase method of accounting, the total estimated purchase price as shown in the table above is allocated to ChipPAC’s net tangible and identifiable intangible assets based on their estimated fair values as at the merger date. In determining the price allocation, management considered, among other factors, its intention for use of acquired assets as well as historical demand and estimates of future demand for ChipPAC’s products and

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services. Based on these assumptions described in the introduction to these unaudited pro forma condensed combined consolidated statement of operations, the estimated purchase price is allocated as follows (in thousands):

Current and other assets		$	170,332
Property, plant and equipment			447,568
Current liabilities			(161,203	)
Long-term debts			(375,519	)
Other long-term liabilities			(51,924	)
	Net assets		29,254
Amortizable intangible assets:
	Tradenames		7,700
	Technology and intellectual property		32,000
	Customer relationships		99,300
	Software and licenses		8,218
Unearned compensation on unvested options			2,011
Goodwill			974,389
		$	1,152,872

      Of the total estimated purchase price, a preliminary estimate of $29.3 million has been allocated to net assets assumed and approximately $147.2 million has been allocated to amortizable identifiable intangible assets acquired. The final allocation of purchase price is subject to adjustments for a period not to exceed one year from the consummation date.

      The fair value of tangible assets was estimated primarily based on the cost and sales comparison approaches. In applying the cost approach, the replacement or reproduction cost estimates for the buildings, machinery and other equipment were based on indexed original costs or manufacturer reported replacement costs. Original historical cost data was segregated by appraisal class and year of acquisition, and indexed to estimated reproduction cost. Inflation trend factors were derived using indices from nationally recognized indexes. Replacement or reproduction costs were reduced by depreciation factors that reflect the estimated physical deterioration and functional obsolescence of assets. The sales comparison approach was used for tangible assets that have an active resale market. Similar assets recently sold or offered for sale were analyzed and their prices adjusted to reflect the difference between the comparable asset and the asset and the conditions of the sale to estimate the value of the acquired assets.

      The fair value assigned to intangible assets was estimated by discounting the estimated future cash flows of the intangibles assets to their present value. The cash flow estimates used for technology and intellectual property were based on estimates of product revenue and appropriate royalty rates (based on an analysis of rates for similar technologies and forecast product margins). The cash flow estimates used for customer relationships were based on estimates of revenue attributed to the current customers and the programs they have been qualified on as well as the profitability attributed to each. The rate used to discount these net cash flows was determined after consideration of market returns on debt and equity capital, the weighted average return on invested capital, the nature of each asset and the risk associated with achieving the forecast.

      The combined company expects to amortize the fair value of the ChipPAC tradename on a straight-line basis over an estimated life of seven years.

      Technology and intellectual property relates to ChipPAC’s technology for ball grid array, lead-frame and chip scale package. The combined company expects to amortize the fair value of these assets on a straight-line basis over an average estimated life of ten years.

      Customer relationships represent those customers with which ChipPAC has current sales relationships. The combined company expects to amortize the fair value of these assets on a straight-line basis over an average estimated life of two years.

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      The combined company recorded $2.1 million of unearned compensation on unvested options in accordance with the Financial Accounting Standards Board (FASB) Interpretation No. 44 “Accounting for Certain Transactions Involving Stock Compensation”. This amount represents the intrinsic value of stock options assumed that is earned as the employees provide services over the next four years.

      Of the total estimated purchase price, approximately $974.4 million has been allocated to goodwill. Goodwill represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with the SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill and intangible assets with indefinite lives resulting from business combinations completed subsequent to June 30, 2001 will not be amortized but instead will be tested for impairment at least annually (more frequently if certain indicators are present).

      The unaudited pro forma condensed combined consolidated statement of operations for the year ended December 31, 2004 reflects how the merger might have affected STATS’ historical financial statements had the merger been consummated at an earlier time. The pro forma adjustments related to the unaudited pro forma condensed combined consolidated statement of operations assume the merger was consummated as of January 1, 2004. The assumptions involved in the pro forma adjustments to the unaudited pro forma condensed combined consolidated statement of operations are explained in Note 2 below.

Note 2 Pro Forma Adjustments

      Pro forma adjustments are necessary to reflect amortization expense related to the estimated amortizable intangible assets, to reflect changes in depreciation and amortization expense resulting from the estimated fair value adjustments to net tangible assets, to reflect the impact on interest expense of the amortization of the fair value adjustment to long-term debt, to reflect the adjustment for merger related expenses not expected to recur in the future, to reflect amortization of unearned compensation on unvested options, to reflect fair value adjustment to operating lease commitments, and to reflect the income tax effect related to the pro forma adjustments.

      No pro forma adjustments were required to conform ChipPAC’s accounting policies to STATS’ accounting policies. Certain reclassifications have been made to conform ChipPAC’s historical amounts to STATS’ presentation.

      The pro forma combined provision for income taxes does not reflect the amounts that would have resulted had STATS and ChipPAC filed consolidated income tax returns during the periods presented.

      The pro forma adjustments included in the unaudited pro forma condensed combined consolidated statement of operations are as follows:

      a) To reflect the historical ChipPAC results for the corresponding period.

      b) To recognize amortization of identified intangible assets arising from the merger over their estimated useful lives, net of the elimination of intangible asset amortization expense included in the historical ChipPAC results.

      c) To record depreciation of property, plant and equipment based on their estimated fair value and eliminate the depreciation charge included in the historical ChipPAC results.

      d) To record stock compensation charges related to unvested options assumed. The charge is based on the intrinsic value of these options on August 5, 2004 for options outstanding on August 5, 2004. The unearned compensation related to the unvested options is being amortized over the remaining estimated graded vesting periods, which range from 0.0 to 3.1 years.

      e) To record fair value adjustment to operating lease commitments.

      f) To reflect the amortization of the premium on assumed long-term debt resulting from recording the debt at fair value over the remaining period to maturity using the interest method.

      g) To record the deferred tax charge resulting from the pro forma adjustments related to depreciation expense.

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      h) ChipPAC Inc.’s merger related expenses of $22.6m, which were expensed as incurred, is excluded from the pro forma condensed combined consolidated statement of operations as these expenses are not expected to recur in the future.

Note 3 Pro Forma Earnings Per STATS Ordinary Share and Per STATS ADSs

      The pro forma basic and diluted earnings per STATS ordinary share and earnings per STATS ADS are based on the weighted average number of shares of STATS ordinary shares and STATS ADSs outstanding during each period and weighted average number of ChipPAC Class A common stock outstanding during each period multiplied by the exchange ratio.

	Year Ended
	December 31, 2004
	(In thousands)
Weighted average number of STATS shares		1,428,954
Weighted average number of STATS shares in exchange for ChipPAC shares		491,959
Weighted average number of STATS shares after the consummation of the merger		1,920,913

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