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
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2006

Commission File Number: 000-29103

STATS CHIPPAC LTD.

(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 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

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

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: o Yes þ No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

TABLE OF CONTENTS

EX-99.1 STATS ChipPAC Ltd.'s Outlook for second quarter 2006 and results for first quarter 2006.

This report on Form 6-K shall be deemed to be incorporated by reference in the prospectus included in the Registration Statement on Form F-3/S-3 (file numbers 333-119705 and 333-119705-1) of STATS ChipPAC Ltd. (the “Company”) and STATS ChipPAC, Inc. and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

Other Events

On April 27, 2006, the Company issued an earnings release announcing its first quarter 2006 results. The Company’s outlook for second quarter 2006 and results for first quarter 2006 are attached hereto as Exhibit 99.1.

Exhibit

99.1 STATS ChipPAC Ltd.’s Outlook as of April 27, 2006 and condensed consolidated statements of operations for the three months ended March 31, 2005 and 2006, and condensed consolidated balance sheets as of December 31, 2005 and March 31, 2006.

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, 2006

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

EXHIBIT INDEX

99.1 STATS ChipPAC Ltd.’s Outlook as of April 27, 2006 and condensed consolidated statements of operations for the three months ended March 31, 2005 and 2006, and condensed consolidated balance sheets as of December 31, 2005 and March 31, 2006.

EX-99.1

Exhibit 99.1

Outlook

     STATS ChipPAC Ltd. (“STATS ChipPAC” or the “Company” — NNM: STTS and SGX-ST: STATSChP) is benefiting from an improved macro environment, its strong position in the communications and consumer segments and the ramp of new customer programs. The Company intends to remain diligent in its cost controls and capital expenditures. The Company’s goal is to derive further operating leverage as it expects that positive momentum in its business will continue in the second quarter and full year of 2006, with revenues improving faster than the semiconductor industry as a whole. In terms of guidance for the second quarter of 2006, the Company expects revenue in the second quarter of 2006 will be approximately 4% to 9% higher than the first quarter of 2006, with US GAAP net income per diluted ADS of $0.06 to $0.09, including the impact of $0.02 per ADS for the expensing of stock-based compensation.

     Certain statements in this press release, including statements regarding expected future financial results and industry growth, 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 press release. Factors that could cause actual results to differ include general business and economic conditions and the state of the semiconductor industry; level of competition; 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 packaging services; continued success in technological innovations; availability of financing; delays in acquiring or installing new equipment; our substantial level of indebtedness; potential impairment charges; ability to develop and protect our intellectual property; intellectual property rights disputes and litigation; capacity utilization; limitations imposed by our financing arrangements which may limit our ability to maintain and grow our business; pricing pressures including declines in average selling prices; changes in customer order patterns; shortages in supply of key components; disruption of our operations; loss of key management or other personnel; defects or malfunctions in our testing equipment or packages; changes in environmental laws and regulations; exchange rate fluctuations; regulatory approvals for further investments in our subsidiaries; significant ownership by Temasek Holdings (Private) Limited (Temasek Holdings) that may result in conflicting interests with Temasek Holdings and our affiliates; our ability to successfully integrate the operations of former STATS and ChipPAC and their employees; labor union problems in South Korea; uncertainties of conducting business in China; unsuccessful acquisitions and investments in other companies and businesses; and other risks described from time to time in the Company’s SEC filings, including its annual report on Form 20-F dated February 28, 2006. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

     Since the beginning of fiscal 2005, we employed quarterly and fiscal year reporting periods that end on the Sunday nearest to the calendar month of that period. Our first quarter of 2006 ended on March 26, 2006, while our first quarter of 2005 ended on March 27, 2005. For ease of presentation, our first quarter of 2006 and 2005 have been presented as ending on March 31, 2006 and 2005, 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.

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 31,
	2005			2006
Net revenues	$	234,146		$	385,709
Cost of revenues		(209,748	)		(309,116	)
Gross profit		24,398			76,593
Operating expenses:
Selling, general and administrative		32,246			39,711
Research and development		5,942			6,973
Restructuring charges		830			—
Total operating expenses		39,018			46,684
Operating income (loss)		(14,620	)		29,909
Non-operating income (expenses), net		(11,382	)		(9,430	)
Income (loss) before income taxes		(26,002	)		20,479
Income tax expense		(1,139	)		(5,918	)
Income (loss) before minority interest		(27,141	)		14,561
Minority interest		22			(2,545	)
Net income (loss)	$	(27,119	)	$	12,016
Net income (loss) per ordinary share:
Basic	$	(0.01	)	$	0.01
Diluted	$	(0.01	)	$	0.01
Net income (loss) per ADS:
Basic	$	(0.14	)	$	0.06
Diluted	$	(0.14	)	$	0.06
Ordinary shares (in thousands) used in per ordinary share calculation:
Basic		1,948,396			1,981,209
Diluted		1,948,396			2,155,584
ADS (in thousands) used in per ADS calculation:
Basic		194,840			198,121
Diluted		194,840			215,558
Key Ratios and Information:
Gross Margin		10.4	%		19.9	%
Operating Expenses as a % of Revenue		16.7	%		12.1	%
Operating Margin		-6.2	%		7.8	%
Depreciation & Amortization, including Amortization of Debt Issuance Costs	$	61,170		$	69,520
Capital Expenditures	$	17,147		$	132,854
Stock-based compensation expense included under SFAS 123(R) were as follows:
Cost of revenues	$	—		$	1,514
Selling, general and administrative		—			2,470
Research and development		—			461
	$	—		$	4,445

Certain reclassifications have been made to prior period amounts to conform with classifications used in the current quarter.

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

	December 31,		March 31,
	2005		2006
			(Unaudited)
ASSETS
Current assets:
Cash, cash equivalents and marketable securities	$	242,368	$	170,661
Accounts receivable, net		240,990		272,118
Inventories		79,483		107,597
Other current assets		44,873		79,262
Total current assets		607,714		629,638
Marketable securities		17,803		17,610
Property, plant and equipment, net		1,107,031		1,186,521
Goodwill and intangible assets		595,405		582,697
Other non-current assets		65,429		60,750
Total assets	$	2,393,382	$	2,477,216
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts and other payables	$	215,483	$	272,460
Other current liabilities		99,229		97,988
Short-term debts		42,633		77,660
Total current liabilities		357,345		448,108
Long-term debts		779,105		740,243
Other non-current liabilities		66,611		70,630
Total liabilities		1,203,061		1,258,981
Minority interest		48,669		52,401
Shareholders’ equity		1,141,652		1,165,834
Total liabilities and shareholders’ equity	$	2,393,382	$	2,477,216

STATS ChipPAC Ltd.
Other Supplemental Information
(Unaudited)

	1Q 2005			4Q 2005			1Q 2006
Net Revenues by Product Line
Packaging — array		47.8	%		53.0	%		54.6	%
Packaging — leaded		23.7	%		19.6	%		18.6	%
Test and other services		28.5	%		27.4	%		26.8	%
		100.0	%		100.0	%		100.0	%
Net Revenues by End User Segment
Communications		55.4	%		55.7	%		55.4	%
Personal Computers		23.0	%		20.9	%		20.2	%
Consumer, Multi-applications and Others		21.6	%		23.4	%		24.4	%
		100.0	%		100.0	%		100.0	%
Net Revenues by Region
United States of America		78.4	%		73.7	%		73.1	%
Europe		2.4	%		2.5	%		2.9	%
Asia		19.2	%		23.8	%		24.0	%
		100.0	%		100.0	%		100.0	%
Number of Testers		871			932			974
Number of Wirebonders		2,981			3,532			3,677
Overall Equipment Utilization Rate		66	%		76	%		76	%