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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 20-F
  (Mark One)o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
    12(g)
    OF THE SECURITIES EXCHANGE ACT OF 1934orþ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 30, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    tooro

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this
    shell company report   Commission file number
    000-29103
  STATS ChipPAC Ltd.
 (Exact Name of Registrant as
    specified in its charter)
  10 Ang Mo Kio Street 65#05-17/20 TechpointRepublic of Singapore

Singapore 569059(Jurisdiction of incorporation
    or organization)

(Address of principal executive
    offices)   Securities registered or to be
    registered pursuant to Section 12(b) of the Act.
  None

None(Title of Class)

(Name of Exchange on which
    registered)   Securities registered or to be
    registered pursuant to Section 12(g) of the Act.Ordinary Shares, including Ordinary Shares
    represented by American Depositary Shares
    (each representing ten Ordinary Shares) (Title of Class)
  Securities for which there is a
    reporting obligation pursuant to Section 15(d) of the Act.None
    2,047,333,663 Ordinary Shares of
    Registrant.
   Yes o     No þ
   Yes o     No þ
   Yes þ     No o
  Rule 12b-2
 Large accelerated
    filer o     Accelerated
    filer þ     Non-accelerated
    filer o
   Item 17 o     Item 18 þ
  Rule 12b-2
 Yes o     No þ
     Yes o     No o




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##### 





TABLE OF
    CONTENTS
  PAGEITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
    ADVISERS


2ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE


2ITEM 3.

KEY INFORMATION


2ITEM 4.

INFORMATION ON OUR COMPANY


26ITEM 4A.

UNRESOLVED STAFF COMMENTS


50ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS


50ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


71ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY
    TRANSACTIONS


85ITEM 8.

FINANCIAL INFORMATION


88ITEM 9.

THE OFFER AND LISTING


89ITEM 10.

ADDITIONAL INFORMATION


90ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


106ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY
    SECURITIES


107ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND
    DELINQUENCIES


107ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
    HOLDERS AND USE OF PROCEEDS


107ITEM 15.

CONTROLS AND PROCEDURES


107ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT


109ITEM 16B.

CODE OF ETHICS


109ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES


109ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
    COMMITTEE


110ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
    AFFILIATED PURCHASERS


110ITEM 17.

FINANCIAL STATEMENTS


110ITEM 18.

FINANCIAL STATEMENTS


110ITEM 19.

EXHIBITS


111SIGNATURES


116INDEX TO FINANCIAL STATEMENTS


F-1EX-4.6 Second Amendment to Immunity Agreement dated September 19, 2006 amending the Immunity Agreement dated October 18, 1996, as amended April 22, 2003EX-4.24 Supplemental Subsidiary Guarantee Agreement dated as of September 18, 2007 with respect to the 6.75% Senior Notes due 2011EX-4.28 Supplemental Subsidiary Guarantee Agreement dated as of September 18, 2007 with repect to the 7.5% Senior Notes Due 2010EX-4.31 STATS ChipPAC Ltd. Employee Share Purchase Plan 2004EX-4.37 Letter Amendment to Terms and Conditions of Appointment of Tan Lay Koon as President and Chief Executive Officer of STATS ChipPAC Ltd. dated October 26, 2007EX-4.48 Agreement for the Sale and Purchase of Assets dated April 23, 2007 by and between Schott Advanced Packaging Singapore Pte Ltd. and STATS ChipPAC Ltd.EX-4.49 Asset Sale and Purchase Agreement dated May 21, 2007 among STATS ChipPAC Malaysia Sdn Bhd and Ningbo Mingxin Microelectronics Co. Ltd. and Daheng New Epoch Technology, Inc.EX-4.50 Asset Purchase Agreement dated as of July 25, 2007, among STATS ChipPAC (Thailand) Limited, STATS ChipPAC Ltd., LSI (Thai) Ltd. and LSI CorporationEX-4.51 Amendment No.1 dated October 2, 2007, to Asset Purchase Agreement, dated as of July 25, 2007, among STATS ChipPAC (Thailand) Limited, STATS ChipPAC Ltd., LSI (Thai) Ltd. and LSI CorporationEX-4.52 Promissory Note, dated October 2, 2007 issued by STATS ChipPAC (Thailand) LimitedEX-4.53 US$50,000,000 Uncommitted Facility Agreement dated November 23, 2007 by and between Bank of America, N.A., Singapore Branch and STATS ChipPAC Ltd.EX-8.1 List of subsidiariesEX-12.1 Certification by the Chief Executive Officer pursuant to 17 CFR 240. 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002EX-12.2 Certification by the Chief Financial Officer pursuant to 17 CFR 240. 15D-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002EX-13.1 Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002EX-13.2 Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002EX-15.1 Consent of Pricewaterhouse Coopers, Singapore, independent registered public accounting firm




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GENERAL
    INFORMATION
          52-53 week
  FORWARD-LOOKING
    STATEMENTS
  Form 20-F
 1




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ITEM 1.
    IDENTITY
    OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS    ITEM 2.
    OFFER
    STATISTICS AND EXPECTED TIMETABLE    ITEM 3.
    KEY
    INFORMATION  A.
    Selected
    Financial Data   2




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Year EndedDecember 31,


December 31,


December 25,


December 31,


December 30,2003


2004


2005


2006


2007(In thousands except per share data)Statement of Operations Data:Net revenues

$
380,691


$
769,121


$
1,157,253


$
1,616,933


$
1,651,560Cost of revenues


(328,014
)


(643,540
)


(968,023
)


(1,290,773
)


(1,330,284
)Gross profit


52,677



125,581



189,230



326,160



321,276Operating expenses:Selling, general and administrative


36,849



84,501



135,751



139,466



112,593Research and development


15,295



17,637



26,071



30,446



34,918Tender offer expenses


















10,922Goodwill impairment(1)






453,000











Held for sale asset impairment(2)


















1,725Restructuring charges










830



1,938



990Total operating expenses


52,144



555,138



162,652



171,850



161,148Operating income (loss)(3)


533



(429,557
)


26,578



154,310



160,128Other income (expense), net:Interest expense, net


(9,209
)


(24,386
)


(36,215
)


(40,415
)


(33,192
)Foreign currency exchange gain (loss)


1,634



(1,122
)


531



(1,578
)


2,487Equity income from equity investee














152



102Other non-operating income (expense), net


7,570



(936
)


(1,076
)


108



(442
)Total other expense, net


(5
)


(26,444
)


(36,760
)


(41,733
)


(31,045
)Income (loss) before income taxes


528



(456,001
)


(10,182
)


112,577



129,083Income tax expense


(705
)


(7,894
)


(9,689
)


(25,759
)


(29,581
)Income (loss) before minority interest


(177
)


(463,895
)


(19,871
)


86,818



99,502Minority interest


(1,539
)


(3,828
)


(6,440
)


(10,010
)


(5,818
)Net income (loss)

$
(1,716
)

$
(467,723
)

$
(26,311
)

$
76,808


$
93,684Net income (loss) per ordinary share:Basic

$
(0.00
)

$
(0.33
)

$
(0.01
)

$
0.04


$
0.05Diluted

$
(0.00
)

$
(0.33
)

$
(0.01
)

$
0.04


$
0.04 3




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Year EndedDecember 31,


December 31,


December 25,


December 31,


December 30,2003


2004


2005


2006


2007(In thousands except per share data)Net income (loss) per ADS:Basic

$
(0.02
)

$
(3.27
)

$
(0.13
)

$
0.39


$
0.46Diluted

$
(0.02
)

$
(3.27
)

$
(0.13
)

$
0.37


$
0.44Ordinary shares (in thousands) used in per ordinary share
    calculation:Basic


1,005,374



1,428,954



1,961,950



1,991,110



2,032,962Diluted


1,005,374



1,428,954



1,961,950



2,161,545



2,188,687ADS (in thousands) used in per ADS calculation:Basic


100,537



142,895



196,195



199,111



203,296Diluted


100,537



142,895



196,195



216,154



218,869   As ofDecember 31,


December 31,


December 25,


December 31,


December 30,2003


2004


2005


2006


2007(In thousands except per share data)Balance Sheet Data:Cash and cash equivalents

$
313,163


$
227,509


$
224,720


$
171,457


$
213,461Working capital


328,583



124,028



250,369



227,967



31,610Total assets


993,852



2,271,702



2,393,382



2,458,280



2,596,954Current installments of obligations under capital leases


5,296



7,587



7,091



3,680



Short-term borrowings and current installments of long-term debt


6,841



174,281



35,542



61,693



240,781Obligation under capital leases, excluding current installments


812



10,771



3,680







Long-term debt, excluding current installments


358,789



642,175



775,425



697,523



423,853Shareholders equity


475,956



1,159,350



1,141,652



1,246,150



1,383,969Share capital

$
172,434


$
298,233


$
303,052


$
1,847,002


$
1,891,546Ordinary shares outstanding (in thousands)


1,076,620



1,944,330



1,976,292



2,002,814



2,047,334       (1)
    
    We recorded impairment charges of $453,000,000 in 2004 on our
    goodwill associated with purchase accounting for the acquisition
    of ChipPAC.(2)
    
    We recorded impairment charges of $1,725,000 in 2007 on the
    disposal of the packaging and test equipment related to discrete
    power packages to Ningbo Mingxin Microelectronics Co. Ltd.
    (Mingxin).(3)
    
    Includes share-based compensation expenses of $97,000, $658,000
    and $743,000 in accordance with Accounting Principles Board
    Opinion No. 25, Accounting for Stock Issued to
    Employees (APB 25), in 2003, 2004 and 2005,
    respectively, and $13,688,000 and $8,869,000 in accordance with
    Statement of Financial Accounting Standards (SFAS)
    No. 123(R), Share-Based Payment
    (SFAS 123(R)), in 2006 and 2007, respectively.  B.
    Capitalization
    and Indebtedness   4




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C.
    Reasons
    for the Offer and Use of Proceeds    D.
    Risk
    Factors    Risks
    Relating to Our Company
  Our
    business is affected by changes in the state of the general
    economy and the semiconductor markets, and a slowdown or
    downturn in the general economy or the semiconductor markets
    could affect the demand for our products and
    services.
    
    cancel or reduce planned expenditures for our products and
    services;
    seek to lower their costs by renegotiating their contracts with
    us; or
    switch to lower-priced products or services provided by our
    competitors.    Downturns
    in the semiconductor industry have adversely affected our
    operating results and may continue to adversely affect our
    operating results.
    
    rapid technological change;
    evolving industry standards;
    intense competition; and
    fluctuations in end-user demand.    We may
    not be able to compete successfully in our
    industry.
   5




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
    their desire to realize higher utilization of their existing
    test and packaging capacity;
    their unwillingness to disclose proprietary technology;
    their possession of more advanced packaging and testing
    technologies; and
    the guaranteed availability of their own packaging and test
    capacity.    A
    decrease in demand for communications equipment, consumer and
    multi-applications, or personal computers (PCs), may
    significantly decrease the demand of our services.
    Decisions
    by our IDM customers to curtail outsourcing may adversely affect
    our business.
      We
    depend on a small number of customers for a significant portion
    of our revenues and any decrease in sales to any of them could
    adversely affect our business and results of
    operations.
     6




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and/or
  We may
    not be able to develop or access leading technology which may
    affect our ability to compete effectively.
      We
    expect to incur significant capital expenditures in the future
    and therefore may require additional financing in the future,
    which may not be available on terms favorable to us, if at
    all.
   7




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
    limit our Company or its subsidiaries ability to pay
    dividends or require us to seek consents for the payment of
    dividends;
    increase our vulnerability to general adverse economic and
    industry conditions;
    limit our ability to pursue our growth plan;
    require us to dedicate a substantial portion of our cash flow
    from operations to payments on our debt, thereby reducing the
    availability of our cash flow to fund capital expenditures,
    working capital and other general corporate purposes; and
    limit our flexibility in planning for, or reacting to, changes
    in our business and our industry.    Our
    profitability will be affected by average selling prices of
    packaging and test services that have experienced pricing
    pressures and have a tendency to decline.
    We
    have experienced substantial losses in the past and may do so in
    the future.
    Our
    proposed capital reduction and cash distribution to our
    shareholders will require us to incur substantial indebtedness
    and to refinance certain outstanding indebtedness that would
    otherwise restrict our ability to make the cash distribution and
    to finance the cash distribution. We may not be able to arrange
    for such debt financing and if we do, the substantial
    indebtedness could adversely affect our financial
    health.
   8




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Our
    substantial indebtedness could adversely affect our financial
    health.
      
    increasing our vulnerability to general adverse economic and
    industry conditions by limiting our flexibility in planning for,
    or reacting to, changes in the business and the industry in
    which we operate;
    requiring us to dedicate a substantial portion of our cash flow
    from operations to payments on our indebtedness, thus reducing
    the availability of cash flow to fund working capital, capital
    expenditures, research and development, and other general
    corporate purposes;
    placing us at a competitive disadvantage relative to our
    competitors that have less leverage; and
    limiting, along with the financial and other restrictive
    covenants in the indebtedness, our ability to borrow additional
    funds.    To
    service our indebtedness and other potential liquidity
    requirements, we will require a significant amount of cash. Our
    ability to generate cash depends on many factors beyond our
    control.
   9




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We
    recorded an impairment charge of $453.0 million to our
    earnings in 2004 and may be required to record another
    significant charge to earnings in the future when we review our
    goodwill or other intangible assets for potential
    impairment.
    We
    could suffer adverse tax and other financial consequences if
    taxing authorities do not agree with our interpretation of
    applicable tax laws.
   10




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Our
    intellectual property is important to our ability to succeed in
    our business but may be difficult to obtain and
    protect.
        We may
    be subject to intellectual property rights disputes which could
    materially adversely affect our business.
      
    stop using certain processes or other intellectual property;
    cease manufacturing, using, importing or selling infringing
    packages;
    pay substantial damages;
    develop non-infringing technologies; or
    attempt to acquire licenses to use the infringed technology.     11




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and/or and/or and/or
        Our
    operating results have fluctuated, and may continue to
    fluctuate, from quarter to quarter, which may make it difficult
    to predict our future performance.
    
    general economic conditions in the semiconductor industry and
    the markets addressed by end-users of semiconductors;
    a shift by IDMs between internal and outsourced test and
    packaging services;
    the seasonality of the semiconductor industry;
    the short-term nature of our customers commitments;
    the rescheduling or cancellation of large orders;
    the timing and volume of orders relative to our capacity;
    changes in capacity utilization;
    the erosion of the selling prices of packages;
    changes in our product mix;
    the rescheduling, cancellation and timing of expenditures in
    anticipation of future orders;
    disruptions caused by the installation of new equipment; 12




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
    the ability to obtain adequate equipment and materials on a
    timely and cost-effective basis;
    any exposure to currency and interest rate fluctuations that may
    not be adequately covered under our hedging policy;
    weakness in the supply of wafers and substrates;
    loss of key personnel or the shortage of available skilled
    workers; and
    changes in effective tax rates.    If we
    are unable to maintain or increase our capacity utilization, our
    gross margin will be adversely affected.
      
    overall industry conditions;
    installation of new equipment in anticipation of future business;
    the level of customer orders;
    operating efficiencies;
    mechanical failure;
    disruption of operations due to expansion of operations,
    introduction of new packages or relocation of equipment;
    disruption in supply of raw materials;
    changes in product mix; and
    fire or other natural disasters.    If we
    are unable to obtain packaging and testing equipment in a timely
    manner or on reasonably favorable terms and prices, we may be
    unable to meet customer demand and our revenue may
    decline.
   13




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We
    have entered into a number of financing arrangements that impose
    limitations on our actions which may limit our ability to
    maintain and grow our business.
    
    incur additional debt and issue certain preferred stock;
    consolidate or merge with another entity;
    incur liens and encumbrances;
    declare or pay dividends, repurchase stock and make other
    distributions;
    prepay subordinated debt;
    make investments and other restricted payments;
    enter into sale and leaseback transactions;
    sell assets;
    enter into transactions with affiliates; and
    designate any of our subsidiaries as unrestricted subsidiaries
    (as such term is defined in the indenture governing the
    respective notes).    and/or
  Research
    and development investments may not yield profitable and
    commercially viable packages or test services and thus will not
    necessarily result in increases in revenues for
    us.
   14




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and/or
  We do
    not have any significant backlog because our customers do not
    place purchase orders far in advance, which makes us vulnerable
    to sudden changes in customer demand.
    We
    generally do not have any long-term supply contracts with our
    raw materials suppliers and may not be able to obtain the raw
    materials required for our business at reasonable prices, which
    could have a material adverse effect on our
    business.
    We
    need a controlled environment for our operations and any
    prolonged inability to maintain a clean room environment may
    disrupt our operations and, materially and adversely affect our
    business.
    Loss
    of our key management and other personnel, or an inability to
    attract such management and other personnel, could impact our
    business.
   15




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The
    packaging and testing process is complex and our production
    yields and customer relationships may suffer from defects or
    malfunctions in our testing equipment or defective packages and
    the introduction of new packages.
      
    contaminants in the manufacturing environment;
    human error;
    equipment malfunction;
    defective raw materials; or
    defective plating services.      Liabilities
    and obligations under certain environmental laws and regulations
    could require us to spend additional funds and could adversely
    affect our business, financial condition and results of
    operations.
   16




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Significant
    fluctuations in exchange rates may affect our business,
    financial condition and results of operations.
      Our
    ability to make further investments in our subsidiaries may be
    dependent on regulatory approvals.
    Temasek
    controls our Company and its interests may conflict with the
    interests of our other shareholders.
      
    the election of directors;
    the merger or consolidation of our Company with any other entity;
    any sale of all or substantially all of our assets; and
    the timing and payment of dividends.   17




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
    the acquisition by any person of additional securities of our
    Company, or the disposition of securities of our Company;
    an extraordinary corporate transaction, such as a merger,
    reorganization or liquidation, involving our Company or any of
    our subsidiaries;
    a sale or transfer of a material amount of assets of our Company
    or any of our subsidiaries;
    any change in the present Board of Directors or management of
    our Company, including plans or proposals to change the number
    or term of directors or to fill any existing vacancies on the
    Board of Directors;
    any material change in the present capitalization or dividend
    policy of our Company;
    any other material change in our Companys business or
    corporate structure;
    changes in our Companys charter or bylaws or other actions
    which may impede the acquisition of control of our Company by
    any person;
    causing a class of securities of our Company to be delisted from
    a national securities exchange or to cease to be authorized to
    be quoted in an inter-dealer quotation system of a registered
    national securities association;
    causing a class of equity securities of our Company to become
    eligible for termination of registration pursuant to
    Section 12(g)(4) of the Exchange Act; or
    any action similar to any of those enumerated above.    We may
    have conflicts of interest with our affiliates which may not be
    resolved in our favor.
    We may
    not be successful in our acquisitions and investments in other
    companies and businesses and may face difficulties in
    integrating our acquisitions.
   18




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
    our ability to identify suitable opportunities for investment or
    acquisition;
    our ability to finance any future acquisition or investment on
    terms acceptable to us or at all;
    whether we are able to reach an acquisition or investment
    agreement on terms that are satisfactory to us or at all;
    the extent to which we are able to exercise control over the
    acquired company;
    the economic, business or other strategic objectives and goals
    of the acquired company compared to those of our
    Company; and
    our ability to successfully integrate the acquired company or
    business with our business.    If we
    encounter future labor problems, we may fail to deliver our
    products in a timely manner, which could adversely affect our
    revenues and profitability.
    With
    our operations conducted in a limited number of facilities, a
    fire, flood or other calamity at one of our facilities could
    adversely affect us.
   19




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New
    laws and regulations, currency devaluation and political
    instability in countries in which we operate, particularly in
    South Korea, China,
    Malaysia ,
    Taiwan and Thailand could make it more difficult for us to
    operate successfully.
    
    regulatory limitations imposed by foreign governments;
    fluctuations in currency exchange rates;
    political, military and terrorist risks;
    disruptions or delays in shipments caused by customs brokers or
    government agencies;
    unexpected changes in regulatory requirements, tariffs, customs,
    duties and other trade barriers;
    difficulties in staffing and managing foreign
    operations; and
    potentially adverse tax consequences resulting from changes in
    tax laws.    Conducting
    business in China involves uncertainties and there can be no
    assurances that the intended benefits from our new China
    facility will be realized.
    
    economic and political uncertainties in China;
    local infrastructure problems, such as electrical power
    interruptions;
    transportation difficulties that may be encountered in receiving
    supplies
    and/or in
    shipping finished products by land or by air;
    an unwillingness or hesitancy on the part of customers to
    qualify their products in the new facilities;
    an inability to attract and retain sufficient and qualified
    engineering and management talent and resources;
    measures which may be introduced to control inflation or
    deflation;
    continuing appreciation in the value of the Chinese Renminbi
    currency; and
    modifications to fiscal, banking or monetary policies to reduce
    the rate of future growth in China.  Because
    a significant portion of STATS ChipPAC Taiwan Semiconductor
    Corporations business and operations, our 300mm wafer
    bumping facility, the production facilities of many of our
    suppliers and customers and providers of complementary
    semiconductor manufacturing services, are located in Taiwan, a
    severe earthquake could severely disrupt their normal operations
    and adversely affect our earnings.
   20




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Outbreaks
    of epidemics and communicable diseases in China and other parts
    of Asia may disrupt our business operations, causing us to lose
    customers and revenue.
  and/or and/or
  Risks
    Relating to Our Ordinary Shares and ADSs
  The
    trading price of our ordinary shares and our ADSs has been and
    may continue to be volatile.
    
    quarterly variations in operating results;
    changes in financial estimates and recommendations by securities
    analysts;
    the operating and stock price performance of other companies in
    our industry;
    developments affecting us, our customers or our competitors;
    changes in government regulation;
    changes in general economic conditions;
    changes in accounting principles;
    our proposed capital reduction, cash distribution to
    shareholders and financing of the cash distribution to
    shareholders;
    the timing of the termination of our ADR program, termination of
    the registration of our ordinary shares and ADSs and reporting
    obligations under the Exchange Act; and
    other events or factors described in this annual report.   21




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##### Table of Contents



The
    delisting of our ADSs from the Nasdaq Global Select Market
    (Nasdaq) may result in investors finding it more
    difficult to buy or sell our ADSs and will prevent distributions
    we pay to holders from being treated as qualified dividend
    income for U.S. federal income tax purposes.
    Furthermore, if we terminate our reporting obligations under the
    Exchange Act, investors may find it more difficult to obtain
    information about our Company.
    and/or
    Our
    Companys efforts to meet applicable conditions for
    deregistration under the Exchange Act may result in a diversion
    of managements time and other resources.
  12-month and/or and/or
    The
    SGX-ST may suspend
    and/or
    delist our ordinary shares on the SGX-ST. Furthermore, we may
    voluntarily delist our ordinary shares from the
    SGX-ST.
  and/or
 22




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##### Table of Contents



and/or
        Our
    public shareholders may have more difficulty protecting their
    interests than they would as shareholders of a company
    incorporated in the United States.
    It may
    be difficult for you to enforce any judgment obtained in the
    United States against us or our affiliates.
   23




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##### Table of Contents



The
    Singapore securities market is relatively small and more
    volatile than markets in the United States and may cause the
    market price of our ordinary shares and our ADSs to
    fluctuate.
    Our
    concentrated ownership reduces the trading liquidity of our
    ordinary shares and ADSs and there can be no assurance that a
    more liquid trading market will ever develop or be
    sustained.
  and/or
  Future
    sales, perceived sales, or issuances of our ordinary shares or
    our ADSs by our Company or existing shareholders could cause the
    price of our ordinary shares and our ADSs to
    decline.
    Your
    voting rights with respect to the ADSs are limited by the terms
    of the deposit agreement for the ADSs.
   24




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##### Table of Contents




    the notice of such meeting;
    voting instruction forms; and
    a statement as to the manner in which instructions may be given
    by holders.      The
    ability of holders of our ADSs to participate in the proposed
    capital reduction is limited by the terms of the deposit
    agreement for the ADSs and the timing of our proposed
    termination of our ADR program.
    The
    ability of holders of ADSs to participate in any rights offering
    of our Company is limited, which may cause dilution to their
    holdings.
   25




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##### Table of Contents



ITEM 4.
    INFORMATION
    ON OUR COMPANY  A.
    History
    and Development of our Company      #05-17/20 Techpoint, (65) 6824-7888 (65) 6720-7829, www.statschippac.com. (510) 979-8000; (510) 979-8001.
     26




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##### Table of Contents



B.
    Business
    Overview    
    Packaging services:  providing leaded, power,
    array, 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 (RDL), integrated passive devices
    (IPD) 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 (RF), 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. 27




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##### Table of Contents



System-in-Package
      end-to-end
  Our
    Industry
      state-of-the-art
         28




---



##### Table of Contents



Semiconductor
    Manufacturing Process
    
    wafer fabrication, including wafer probe, wafer bumping and
    input/output (I/O) trace redistribution;
    assembly of bare semiconductors, or die, into finished
    semiconductors (referred to as assembly or
    packaging); and
    final testing of assembled semiconductors.  Wafer Fabrication.
  Wafer Probe.
  Wafer Bumping.
  I/O Trace Redistribution.
  Assembly.
  Final Testing.
 29




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##### Table of Contents



Our
    Strengths and Strategy
    Leverage our broad portfolio of packaging and test services
    to provide full turnkey solutions. end-to-end
  Leverage our established presence in the major geographic
    hubs of wafer fabrication. end-to-end
  Capitalize on our research and development capabilities to
    drive accelerated growth.
  Continue to cultivate our strong customer
    relationships.
  Continue to focus on high-quality customer
    service.
  Our
    Services
   30




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##### Table of Contents



Year EndedDecember 25,

December 31,

December 30,2005

2006

2007Packaging  array


50.2
%


55.5
%


56.3
%Packaging  leaded


22.0



18.3



18.4Test and other services


27.8



26.2



25.3Total


100.0
%


100.0
%


100.0
%   Packaging
    Services
    Array Packaging.
    
    smaller size;
    greater pin count, or number of connections to the printed
    circuit board;
    greater reliability;
    higher power dissipation;
    better electrical signal integrity; and
    easier attachment to a printed circuit board.       31




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##### Table of Contents




    Standard BGA.  Standard BGA packaging has a
    grid array of balls on the underside of the IC, and is used in
    high-performance applications, like PC chipsets, graphic
    controllers and DSPs. A BGA generally has greater than
    100 balls.
    Chip-scale.  Chip-scale packaging includes all
    packages where the package is less than 1.2 times the size
    of the silicon die. Chip-scale BGA is a substrate (laminate or
    tape)-based package that is designed for memory devices and
    other medium pin count semiconductors and requires dense ball
    arrays in very small package sizes, like wireless telephones and
    mobile hand-held devices, video cameras, digital cameras and
    pagers.
    System-in-Package.  SiP is a family of CSPs
    that contain several semiconductor dies along with passive
    components such as resistors, capacitors and inductors in one
    package. Dies can either be stacked on top of each other or side
    by side. This technology allows greater functionality in the
    same package footprint and thickness without significant cost
    increase. These packages are used in wireless handsets, consumer
    products and mobile computing applications.
    Chip-scale Module Packaging
    (CSMP).  CSMP is an advanced SiP
    solution which features a modular architecture that integrates
    mixed IC technologies and a wide variety of IPD such as
    resistors, capacitors, inductors, filters, Balanced Unbalanced
    (BALUNs) and interconnects directly onto a silicon
    substrate. The result is a high performance, system-level
    solution, which provides a significant reduction in die size,
    weight, number of interconnections and system board space
    requirements, and can be used for many applications.
    Flip-chip.  Flip-chip packaging, in which the
    silicon die is directly attached to the substrate using gold or
    solder bumps instead of wire bonds, provides the most dense
    interconnect with the highest electrical and thermal
    performance. Flip-chip technology is used in a wide array of
    applications ranging from consumer products to highly
    sophisticated ASICs, PC chipsets, graphics and memory packages.
    Flip-chip packages are available in various package formats
    including Quad Flat No-Lead (QFN), Low-Profile
    Fine-Pitch Ball Grid Array (LFBGA), Land Grid Array
    (LGA), BGA, Flip-Chip Ball Grid Array with
    Multi-Package Module (fcBGA-MP), and complex
    three-dimensional (3D) packages (SiP, multi-die
    (MD), Package-in-Package (PiP)).
    3D Package Stacking (PiP, Package-on-Package
    (PoP)).  (i)
    PiP is a 3D package which stacks a fully tested Internal
    Stacking Module (ISM) on top of a Base Assembly
    Package (BAP) to form a single CSP solution.(ii)
    PoP is a 3D package in which fully tested packages such as
    single die FBGA (as defined herein) or stacked die FBGA
    (typically MD) is stacked on top of another single stacked
    die FBGA (which is typically base band or analog die) during the
    board mount process.  While stacked die packages have been extremely successful in
    delivering increased functional integration in ultra thin
    profiles, cumulative yield impact and lack of Known Good Die
    (KGD) in some device applications necessitate
    pretesting of packaged devices in a 3D configuration. As a
    result, stacking pretested packages together in single solution
    is emerging as a next generation technology of choice in
    wireless applications. For applications such as mobile phones
    which require integration of a digital base band or DSP and an
    analog device, PiP and PoP are effective stacked package
    solutions. Three-dimensional  Next Generation
    Packages are available in various package formats including PiP,
    Flip-Chip PiP, PoP and Fan-in Package-on-Package
    (Fi-PoP).   32




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##### Table of Contents



NumberPackage Format

of I/Os

Description

Types of ApplicationsFine Pitch Land Grid Array (FLGA)

8-200

Laminate substrate based package with plastic overmolded
    encapsulation. Unlike a standard FBGA, second level interconnect
    is achieved on the LGA by connecting lands on the
    package directly onto the printed circuit board through solder
    re-flow. Available in a broad range of Joint Electron Device
    Engineering Council (JEDEC) standard body sizes
    including Thin Profile FLGA (<1.20mm) (TFLGA),
    Very Thin Profile FLGA (<1.00mm) (VFLGA) and
    Very Very Thin Profile FLGA (<0.80mm) (WFLGA)
    package thickness.

Mobile phone, wireless RF, analog, ASIC, memory chip.Stacked Die Fine Pitch LGA (FLGA-SD)

8-200

Compact MD designed for space sensitive applications. Capability
    to stack up to seven dies in one package. Available packages
    including includes TFLGA-SD, VFLGA-SD and WFLGA-SD packages.

Mobile phone, wireless RF, analog, ASIC, memory chip.Flip-chip Low Profile Fine Pitch BGA (fcLFBGA)

49-144

Chip-scale BGA with Flip-chip/bump interconnect, instead of wire
    bonding.

Mobile phone, Wide Area Network (WAN)/Local Area
    Network (LAN) equipment.Flip-chip BGA (fcBGA)

225-1,152

BGA with Flip-Chip/bump interconnect instead of wire bonding.

DSP, ASIC, FPGA.Fine Pitch BGA (FBGA)

40-450

Smaller and thinner BGA designed for applications which are
    space constrained and require electrical performance. Available
    in a broad range of JEDEC standard body sizes with LFBGA
    (<1.70mm, typically <1.40mm), TFBGA (<1.20mm),
    VFBGA (<1.00mm),

Mobile hand-held devices, Global Positioning System
    (GPS) and multimedia.WFBGA (<0.80mm) and UFBGA (0.55mm max.) package thickness.
    LFBGA with attached heatsink (LFBGA-H) is qualified
    for small body sizes.Stacked Die Fine Pitch BGA (FBGA-SD)

40-450

Compact MD designed for space sensitive applications. Capability
    to stack up to seven dies in one package. Available in a broad
    range of JEDEC standard body sizes with LFBGA (<1.70mm,
    typically <1.40mm), TFBGA (<1.20mm), VFBGA
    (<1.00mm), WFBGA (<0.80mm) and UFBGA (0.55mm max.)
    package thickness. LFBGA-H (with attached heatsink) is qualified
    for small body sizes.

Mobile hand-held devices and multimedia.Tape Ball Grid Array Package (TBGA)

256-896

BGA characterized by a flex-tape substrate mounted on a copper
    heatspreader. This package has a high thermal dissipation.

WAN/LAN equipment and base station.Enhanced BGA (EBGA)

159-1,152

High pin count, thermally-enhanced BGA suitable for high power
    applications which utilize heat sinks for thermal dissipation.

WAN/LAN equipment and base station.Plastic Ball Grid Array (PBGA)

169-1,253

Electrically enhanced BGA package designed for high I/O
    replacement.

Access/LAN equipment, PC/graphics and base station. 33




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##### Table of Contents



NumberPackage Format

of I/Os

Description

Types of ApplicationsStacked Die Plastic Ball Grid Array (PBGA-SD)

121-1,253

Increased sub-system performance achieved by integrating
    multiple chips into a single package. Capability to stack up to
    seven dies in one package.

DSPs and memory, gate arrays, ASICs, PC chipsets and
    peripherals, microprocessors/controllers.Exposed Drop-in Heat Spreader Plastic BGA (PBGA-H)

169-1,253

Thermally enhanced PBGA with 20% greater thermal dissipation
    than PBGA.

Access/LAN/PC/graphics and base station equipment.Plastic Ball Grid Array  Multi-Die
    (PBGA-MD)

74-1,253

BGA integrated with two or more MD within a PBGA.

Access/LAN/PC/graphics and base station equipment.PiP

40-450

A 3D package that stacks a fully tested ISM on top of a BAP to
    form a single package solution.

Mobile hand-held devices, PC, MPEG-1 Audio Layer 3 players
    (MP3 players), base station modems, memory cards and
    consumer electronics.PoP

128-700

A 3D package in which fully tested package are stacked on top of
    another package during the board mount process.

Mobile hand-held devices, PC, MP3 players, base station modems,
    memory cards and consumer electronics.   Leaded Packaging.
  Standard Lead-frame Packages.
  NumberPackage Format

of I/Os

Description

Types of ApplicationsThin Shrink Small Outline Package (TSSOP)

8-56

Traditional lead-frame package with thickness below 1.0mm
    designed for logic, analog and mixed-signal devices such as
    Flash, Static Random Access Memory (SRAM), Erasable
    Programmable Read-Only Memory (EPROM), Electrically
    Erasable Programmable Read-Only Memory (EEPROM) and
    Dynamic Random Access Memory (DRAM).

Mass storage, multimedia and mobile hand-held devices.Thin Small Outline Package (TSOP)

28-56

Traditional lead-frame package with two-side leads, and a
    surface mount technology (SMT) designed for memory,
    RF/wireless, logic, linear and automotive devices.

PCs, portable electronics, networking equipment and automotive
    electronics.Thin Quad Flat Package (TQFP)

32-128

Advanced Quad Flat Package (QFP) with thickness of
    1.0mm for use in low profile, space-constrained applications.

Mobile phone, mass storage and multimedia.Low Quad Flat Package (LQFP)

32-208

Advanced QFP with thickness of 1.4mm for use in low profile,
    space-constrained applications.

Mobile phone, mass storage and multimedia.Metric Quad Flat Package (MQFP)

44-240

Traditional QFP designed for ASICs, FPGAs and DSPs.

Access/LAN equipment, multimedia and mass storage.  34




---



##### Table of Contents



Enhanced Lead-frame Packages.
      Number ofPackage Format

I/Os

Description

Types of ApplicationsQFN

4-88

Lead-frame based plastic encapsulated CSP in single mold cavity
    format or molded array format. Available in a broad range of
    JEDEC standard body sizes including Extremely Thin Quad Flat
    Non-Leaded Package (XQFN) (<0.50mm), Ultra Thin
    Quad Flat Non-Leaded Package (UQFN) (<0.65mm),
    Very Very Thin Quad Flat Non-Leaded Package (WQFN)
    (<0.80mm) and Very Thin Quad Flat Non-Leaded Package
    (VQFN) (<1.00mm) package thickness.

Mobile hand-held devices and GPS.Dual Row Quad Flat No-Lead (QFN-dr)

44-156

QFN version with staggered dual row leads offers higher I/O
    counts.

Mobile hand-held devices and GPS.Bumped Chip Carrier (BCC)

16-84

Lead-frame based near chip-scale.

Mobile hand-held devices and GPS.Dual Row Bumped Chip Carrier (BCCs)

84-148

BCC version with staggered dual row leads offers higher I/O
    counts.

Mobile hand-held devices and GPS.Exposed Pad Low Quad Flat Package (LQFP-ep)

32-208

Thermally enhanced QFP with 30% greater thermal dissipation than
    MQFP.

Access/WAN/LAN equipment and PC/graphics and hard disk drive
    (HDD).Exposed Pad Thin Quad Flat Package (TQFP-ep)

32-128

Thermally enhanced TQFP with 30% greater thermal dissipation
    than TQFP.

Access/WAN/LAN equipment, PC/graphics, HDD, mobile hand-held
    devices and GPS.Exposed Pad Thin Shrink Small Outline Package
    (TSSOP-ep)

8-56

Thermally enhanced TSSOP with 30% greater thermal dissipation
    than TSSOP.

Mobile hand-held devices and mass storage multimedia.Stacked Die Quad Flat Package (LQFP-SD)

32-208

Compact MD designed for space constrained applications.

Mobile hand-held devices, GPS, HDD and multimedia.Stacked Die Exposed Pad Low Quad Flat Package
    (LQFP-ep-SD)

32-208

Thermally enhanced LQFP-SD designed for space constrained
    applications with thickness of 1.4mm and greater thermal
    dissipation than LQFP-SD.

Mobile hand-held devices, PC, GPS, HDD, MP3 players, pagers and
    consumer electronics.Stacked Die Exposed Pad Thin Quad Flat Package
    (TQFP-ep-SD)

32-128

Thermally enhanced with MD TQFP designed for space constrained
    applications with thickness of 1.0mm and greater thermal
    dissipation than LQFP-SD.

Mobile hand-held devices, PC, GPS, HDD, MP3 players and consumer
    electronics.Stacked Die Thin Small Outline Package (TSOP-SD)

24-56

Compact MD designed for space constrained applications.

Mobile hand-held devices, GPS, HDD and multimedia.   Power Packaging.
 35




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##### Table of Contents



Wafer Process Services. Flex-On-Cap
  Test
    Services
  time-to-market,
 36




---



##### Table of Contents



pick-and-place
      Mixed-signal and RF Testing. Bluetooth (tm) Bluetooth (tm) Bluetooth (tm)
  Digital Testing.
  Memory Testing.
  Test-Related Services.
  
    Burn-in process support.  Burn-in is the
    process of electrically stressing semiconductors, usually at
    high temperature and voltage, for a period of time long enough
    to cause the failure of marginal semiconductors. During burn-in
    process support, we perform an analysis of burn-in rejects in
    order to determine the cause of failure.
    Reliability testing.  Reliability testing is
    the process of testing a semiconductor to evaluate its life
    span. It is performed on a sample of devices that have passed
    final testing. 37




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##### Table of Contents




    Thermal and electrical
    characterization.  Thermal and electrical
    characterization is the process of testing a semiconductor for
    performance consistency under thermal and electrical stress.
    Dry pack.  Dry pack is the process of baking
    the semiconductors in order to prevent the failure of any
    semiconductors due to exposure to moisture during shipping. We
    dry pack many of our packaged ICs in specially
    sealed, environmentally secure containers.
    Tape and reel.  Many electronic assembly lines
    utilize tape and reel methods in which
    semiconductors are placed into a pocket tape to enable faster
    attachment to the printed circuit board. We offer a service in
    which we ship packaged and tested devices on a tape and reel
    mechanism, in a tray or in a tube in accordance with our
    customers post-test requirements.  Pre-production
    and Post-production Services
    Package Development.
  Test Software and Hardware Development.
 38




---



##### Table of Contents



Warehousing and Drop Shipment Services.
  Research
    and Development
    Packaging
    Services
    build-up Build-up
       39




---



##### Table of Contents




    Chip-scale Module Package (LFBGA-CSMP, fcLGA-CSMP, QFN-CSMP);
    Dual Row Quad Flat No-Lead (QFN-dr);
    Molded multi-die CSP family with the following chip-stack
    combinations in package profile thickness ranging from 0.8 to
    1.4mm (L/T/VFBGA):  
    Up to seven-chip stack, with up to four chips same chip size;
    Up to six-chip stack, pyramid stack;  
    Stacked Die Bumped Chip Carrier package (BCC++ -SD2);
    Flip-Chip BGA with High Lead bumping (fcBGA-Hi Lead);
    Enhanced BGA with Multi Cavity (EBGA-MC);
    PiP stacking  LFBGA, fcLFBGA;
    PoP  LFBGA, VFBGA;
    Stacked Die
    System-in-Package
    Multi Package Module  TFLGA-SiP-SD-MP;
    Stacked Die
    System-in-Package
    LGA  VFLGA-SiP-SD4;
    Bond on Chip Fine Ball Grid Array  TFBGA-BOC;
    Stacked Die Bond on Chip Fine Ball Grid Array 
    TFBGA-BOC-SD;
    Extremely Thin Fine Ball Grid Array and Land Grid Array (XFBGA,
    XFLGA);
    Flip-Chip Quad Flat No-Lead (fcQFN);
    Stacked Die Thin Small Outline Package (TSOP-SD7);
    Thin Internal Stack Module (Thin ISM);
    Flip-Chip Stacked Die Fine Pitch Ball Grid Array 
    fcTFBGA-SD2, fcLFBGA-SD2;
    Extremely thin Quad Flat No-Lead  XQFN;
    Multi Pad Quad Flat No-Lead  Multi Pad QFNs;
    Memory Card Format  MS Micro, Multimedia Card, Micro
    SD, SD-USB;
    Stacked Die FBGA with
    Wire-in-Film
    Technology  T/LFBGA-SD (WIF);
    Wire Bonding with Bond on Trace Technology  60
    micrometer (um) Finger Pitch;
    Molded Underfill Technology; and
    Fine Pitch Fan-in
    Package-on-Package 
    T/VFBGA FiPoP.   40




---



##### Table of Contents



Test
    Services
    Customers
      Year EndedDecember 25,

December 31,

December 30,2005

2006

2007Communications


55.2
%


56.7
%


52.5
%Customer and other applications


23.3



24.6



32.0PCs


21.5



18.7



15.5Total


100.0
%


100.0
%


100.0
%     Year EndedDecember 25,

December 31,

December 30,2005

2006

2007United States of America


76.5
%


73.2
%


74.7
%Asia


21.2



23.9



22.3Europe


2.3



2.9



3.0Total


100.0
%


100.0
%


100.0
%      41




---



##### Table of Contents



Sales and
    Marketing
    work-in-progress
  Bluetooth (tm)
  Pricing
    Policy
      Customer
    Service
  works-in-progress,
 42




---



##### Table of Contents



Suppliers
  Raw
    Materials
    Equipment
      Packaging Equipment.
  Testing Equipment.
 43




---



##### Table of Contents



Quality
    Control
        Competition
      
    Advanced Semiconductor Engineering, Inc.  South
    Korea, Taiwan, China, Malaysia, Singapore, Hong Kong and the
    United States;
    Amkor Technology, Inc.  South Korea, Japan, Taiwan,
    China, the Philippines, Singapore and the United States; and
    Siliconware Precision Industries Co., Ltd.  Taiwan
    and China.   44




---



##### Table of Contents




    their desire to realize higher utilization of their existing
    packaging or test capacity;
    their unwillingness to disclose proprietary technology;
    their possession of more advanced packaging or testing
    technologies; and
    the guaranteed availability of their own packaging or test
    capacity.      Intellectual
    Property
             45




---



##### Table of Contents



and/or and/or and/or
      Insurance
    Environmental
    Matters and Compliance
   46




---



##### Table of Contents



C.
    Corporate
    Structure    
      (1)
    
    In June 2006, we entered into a strategic joint venture with CR
    Logic to sell packaging and test equipment related to specific
    low lead count packages to CR Logics indirect wholly-owned
    subsidiary, ANST, in 47




---



##### Table of Contents



connection with which we acquired a 25% shareholding in MAT with
    CR Logic owning a 75% interest. ANST, an assembly and test
    company based in Wuxi, China, is a wholly owned subsidiary of
    MAT.(2)
    
    In October 2007, we completed the acquisition of LSIs
    assembly and test operations in Thailand.  D.
    Property,
    Plants and Equipment    Area



Principal PackagingProperty/Location(1)

(Sq. Feet)

Functions/Services

or Services ProvidedYishun, Singapore(2)


594,738


Turnkey packaging and test services, research and development,
    warehousing services, and drop shipment services

Test services, including mixed-signal and high performance
    testing, wafer sort and probe, traditional and advanced leaded
    and array packaging including BGA, flip-chip packaging, wafer
    level packaging and CSP, wafer bumping and fabrication of
    integrated passive devices and drop shipment servicesAng Mo Kio, Singapore


31,277


Corporate executive, administrative, sales and marketing, and
    finance office.

Corporate administration and finance, sales and marketing.Woodlands, Singapore(3)


51,129


Research and development on 3D wafer level integration with TSV.

Research and development on 3D wafer level integration with TSV.Qing Pu, Shanghai, China(4)


983,276


Turnkey packaging and test services, research and development,
    warehousing services, and drop shipment services

Packaging of leaded packages, CSP, BGA, memory card, wafer
    probe, test and distribution servicesSong Jiang, Shanghai, China


11,795


Solder bump services for flip-chip assembly.

Eutectic/High-lead/Lead-free solder bump for 200mm and 300mm
    wafers.Icheon, South Korea


769,955


Turnkey packaging and test services, research and development,
    warehousing, services, and drop shipment services

Advanced array packaging such as stacked die, SiP and flip-chip,
    standard array packaging such as BGA and CSP and test servicesIcheon, South Korea(5)


181,291


Turnkey packaging and test services, research and development,
    warehousing services, and drop shipment services.

Test services, including mixed-signal and high performance
    testing, wafer sort and probe, traditional and advanced leaded
    and array packaging including BGA, flip-chip packaging and CSP.Hsin-Chu Hsien, Taiwan(6)


218,149


Test services, research and development, warehousing services,
    and drop shipment services.

Test development, final test, wafer probe and distribution
    services. 48




---



##### Table of Contents



Area



Principal PackagingProperty/Location(1)

(Sq. Feet)

Functions/Services

or Services ProvidedHsin-Chu Hsien, Taiwan


6,730


Solder bump services for flip-chip assembly.

Eutectic/High-lead solder bump for 300mm wafers.Kuala Lumpur, Malaysia(7)


488,448


Turnkey packaging and test services, research and development,
    warehousing services, and drop shipment services

Advanced lead frame packages such as LFCSP and BCC and test
    servicesPathumthani, Thailand(8)


463,000


Turnkey packaging and test services, research and development,
    warehousing services, and drop shipment services

Test services, including mixed-signal and high performance
    testing, wafer sort and probe, traditional and advanced leaded
    and array packaging, including BGA, and drop shipment servicesFremont, California, United States


56,320


Sales, marketing, administration and research and development.

Sales, marketing, administration and design review services.Milpitas, California, United States


34,000


Test facility and sales office.

Sales, marketing, administration, design and test engineering
    services.San Diego, California, United States(9)


20,000


Test facility.

Test engineering services.Tempe, Arizona, United States


9,300


Package design, research and development and sales office.

Sales, marketing, administration, design and characterization
    services.       (1)
    
    We lease all of our facilities except where otherwise noted.(2)
    
    We own the production assets but lease the land from the
    statutory housing development board of the Government of
    Singapore under a long-term lease with an initial term expiring
    in March 2026 with an option to renew.(3)
    
    We own the research and development assets but lease the
    premises for an initial term expiring in October 2008 with an
    option to renew for a further term to be mutually agreed.(4)
    
    We own the building and improvements and lease the land, but the
    land and all buildings on the land will revert to the lessor
    upon the expiration of the long-term lease in 2044. In October
    2007, we expanded our facilities in China to include additional
    buildings next to our facility in Qing Pu, Shanghai. The
    expansion increased floor space by approximately
    500,000 square feet.(5)
    
    We purchased a building together with the land in 2006 in Icheon
    City, South Korea, for approximately $14.3 million. The
    refurbishment of 145,671 square feet for test operations
    and of 34,209 square feet for dormitories were completed
    and the test line was moved to this premises by August 2007. We
    expect to complete the refurbishment of an additional
    20,031 square feet, for purposes of test operations, office
    and warehousing space, in the third fiscal quarter of 2008. The
    refurbishment is expected to cost approximately
    $8.2 million, none of which has been paid to date. The
    project is being financed by our working capital.(6)
    
    STATS ChipPAC Taiwan Semiconductor Corporation owns the land and
    building, which are subject to mortgages and certain other
    security interests.(7)
    
    We own the building and improvements and lease the land from the
    Federal Government of Malaysia, but the land and all buildings
    on the land will revert to the lessor upon the expiration of the
    long-term lease in 2086. In 49




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##### Table of Contents



December 2007, we completed the expansion of our Ulu Klang Free
    Trade Zone plant in Kuala Lumpur, Malaysia, by converting office
    space into additional production floor space.(8)
    
    We own the land and building.(9)
    
    Situated within the campus of Conexant Systems Inc.  ITEM 4A.
    UNRESOLVED
    STAFF COMMENTS    ITEM 5.
    OPERATING
    AND FINANCIAL REVIEW AND PROSPECTS  52-53 week
  Overview
      Temaseks
    Subsidiary, STSPLs, Tender Offer
     50




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##### Table of Contents



Our
    Proposed Capital Reduction and Cash Distribution
  SGX-ST
  Factors
    Affecting Our Results of Operations
  Cyclicality
    of the Semiconductor Industry
      Declining Prices.
 51




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##### Table of Contents



Cost of Revenues.
    Capacity Utilization.
  Goodwill and Intangible Assets.
    
    longer than expected slow-down in the industry beginning late
    2004 as customers corrected excess inventory position. This
    reduction in demand, coupled with the competitive pressures in
    the testing and packaging business, affected our short-term
    earnings expectation; and
    a revision of the industry outlook beyond 2005 compared to the
    time the merger was announced.       52




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##### Table of Contents



Critical
    Accounting Policies
    Revenue
    Recognition, Allowance For Doubtful Debts, Trade Discounts and
    Allowances and Sales Returns
            Valuation
    of Inventory
     53




---



##### Table of Contents



Depreciation
    and Amortization
      Valuation
    of Property, Plant and Equipment
          Deferred
    Tax Asset and Uncertain Income Tax Positions
     54




---



##### Table of Contents



Valuation
    of Goodwill
        Results
    of Operations
    Year EndedDecember 25,

December 31,

December 30,2005

2006

2007Net revenuesPackagingarray


50.2
%


55.5
%


56.3
%Packagingleaded


22.0



18.3



18.4Test and other services


27.8



26.2



25.3Total net revenues


100.0
%


100.0
%


100.0
%  55




---



##### Table of Contents



Year EndedDecember 25,

December 31,

December 30,2005

2006

2007Total net revenues


100.0
%


100.0
%


100.0
%Gross profit


16.4



20.2



19.5Selling, general and administrative


11.7



8.6



6.8Research and development


2.3



1.9



2.1Tender offer expenses










0.7Impairment of assets held for sale










0.1Restructuring charges


0.1



0.1



0.1Operating income


2.3



9.6



9.7Other expense, net


(3.2
)


(2.6
)


(1.9
)Income tax expense


(0.8
)


(1.6
)


(1.8
)Minority interest


(0.6
)


(0.6
)


(0.3
)Net income (loss)


(2.3
)%


4.8
%


5.7
%   Year
    Ended December 30, 2007 Compared to Year Ended
    December 31, 2006
  Net
    Revenues
        Gross
    Profit
   56




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##### Table of Contents



Selling,
    General and Administrative
    Research
    and Development
    Tender
    Offer Expenses
    Impairment
    of Assets Held for Sale
    Restructuring
    Charges
    Net
    Interest Income (Expense)
     57




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Foreign
    Currency Exchange Gain (Loss)
    Other
    Non-Operating Income (Expense)
    Income
    Tax Expense
    Year
    Ended December 31, 2006 Compared to Year Ended
    December 25, 2005
  Net
    Revenues
        Gross
    Profit
   58




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##### Table of Contents



Selling,
    General and Administrative
  SFAS 123(R)
  Research
    and Development
    Restructuring
    Charges
    Net
    Interest Income (Expense)
      Foreign
    Currency Exchange Gain (Loss)
   59




---



##### Table of Contents



Other
    Non-Operating Income (Expense)
    Income
    Tax Expense
    Quarterly
    Results
    Fiscal Quarter EndedMarch 26,


June 25,


September 24,


December 31,


April 1,


July 1,


September 30,


December 30,2006


2006


2006


2006


2007


2007


2007


2007(In thousands)Net revenues

$
385,709


$
418,133


$
397,109


$
415,982


$
390,470


$
370,183


$
414,231


$
476,676Cost of revenues


(309,116
)


(331,327
)


(318,185
)


(332,145
)


(312,911
)


(303,236
)


(330,337
)


(383,800
)Gross profit


76,593



86,806



78,924



83,837



77,559



66,947



83,894



92,876Operating expenses:Selling, general and administrative


39,711



39,914



30,707



29,134



27,999



28,036



26,603



29,955Research and development


6,973



7,909



7,632



7,932



8,185



8,985



9,006



8,742Tender offer expenses


















6,808



4,114







Impairment of assets held for sale






















1,725







Restructuring charges










1,938











990







Total operating expenses


46,684



47,823



40,277



37,066



42,992



43,850



35,609



38,697Operating income


29,909



38,983



38,647



46,771



34,567



23,097



48,285



54,179Other income (expenses), net:Interest income (expenses), net


(9,696
)


(10,414
)


(10,796
)


(9,509
)


(8,627
)


(8,124
)


(7,708
)


(8,733
)Foreign currency exchange gain (loss)


(9
)


(455
)


(593
)


(521
)


120



(405
)


(93
)


2,865Equity income (loss) from equity investee










128



24



(253
)


177



(113
)


291Other non-operating income (expenses), net


275



294



453



(914
)


41



(151
)


(328
)


(4
)Total other income (expenses), net


(9,430
)


(10,575
)


(10,808
)


(10,920
)


(8,719
)


(8,503
)


(8,242
)


(5,581
)Income before income taxes


20,479



28,408



27,839



35,851



25,848



14,594



40,043



48,598Income tax expense


(5,918
)


(7,211
)


(7,137
)


(5,493
)


(7,651
)


(5,782
)


(10,812
)


(5,336
)Income before minority interest


14,561



21,197



20,702



30,358



18,197



8,812



29,231



43,262Minority interest


(2,545
)


(3,177
)


(2,205
)


(2,083
)


(1,150
)


(1,383
)


(1,369
)


(1,916
)Net income

$
12,016


$
18,020


$
18,497


$
28,275


$
17,047


$
7,429


$
27,862


$
41,346  60




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##### Table of Contents



Fiscal Quarter Ended(As a Percentage of Net Revenues)March 26,


June 25,


September 24,


December 31,


April 1,


July 1,


September 30,


December 30,2006


2006


2006


2006


2007


2007


2007


2007Net revenues


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%Cost of revenues


(80.1
)


(79.2
)


(80.1
)


(79.8
)


(80.1
)


(81.9
)


(79.7
)


(80.5
)Gross profit


19.9



20.8



19.9



20.2



19.9



18.1



20.3



19.5Operating expenses:Selling, general and administrative


10.3



9.5



7.7



7.0



7.2



7.6



6.4



6.3Research and development


1.8



1.9



1.9



1.9



2.1



2.4



2.2



1.8Tender offer expenses


















1.7



1.1



0.0



Impairment of assets held for sale






















0.5



0.0



Restructuring charges


0.0



0.0



0.5



0.0







0.3



0.0



Total operating expenses


12.1



11.4



10.1



8.9



11.0



11.9



8.6



8.1Operating income


7.8



9.4



9.8



11.3



8.9



6.2



11.7



11.4Other income (expenses), net:Interest income (expenses) net


(2.5
)


(2.5
)


(2.7
)


(2.3
)


(2.2
)


(2.2
)


(1.9
)


(1.8
)Foreign currency exchange gain (loss)


(0.0
)


(0.1
)


(0.1
)


(0.1
)


0.0



(0.1
)


(0.0
)


0.6Equity income from equity investee










0.0



0.0



(0.1
)


0.0



(0.0
)


0.1Other non-operating income (expenses), net


0.1



0.1



0.1



(0.2
)


0.0



0.0



(0.1
)


0.0Total other income (expenses), net


(2.4
)


(2.5
)


(2.7
)


(2.6
)


(2.3
)


(2.3
)


(2.0
)


(1.1
)Income before income taxes


5.4



6.9



7.1



8.7



6.6



3.9



9.7



10.3Income tax expense


(1.5
)


(1.7
)


(1.8
)


(1.3
)


(2.0
)


(1.6
)


(2.6
)


(1.1
)Income before minority interest


3.9



5.2



5.3



7.4



4.6



2.3



7.1



9.2Minority interest


(0.7
)


(0.8
)


(0.6
)


(0.5
)


(0.3
)


(0.4
)


(0.3
)


(0.4
)Net income


3.2
%


4.4
%


4.7
%


6.9
%


4.3
%


1.9
%


6.8
%


8.8
%   Liquidity
    and Capital Resources
     61




---



##### Table of Contents



Total
    Borrowings
     62




---



##### Table of Contents



63




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Contractual
    Obligations
    Payments DueWithin








More Than1 Year


1-3 Years


3-5 Years


5 Years


Total(In thousands)On balance sheet commitments:Zero coupon convertible notes due 2008(1)(2)

$
21,991


$



$



$



$
21,9912.5% convertible subordinated notes due 2008(2)


134,500















134,5006.75% senior notes due 2011(2)










215,000







215,0007.5% senior notes due 2010(2)






150,000











150,000Long-term loans(2)


33,990



47,638



11,215







92,843Short-term loans


50,300















50,300Other non-current liabilities(3)


















Total on balance sheet commitment

$
240,781


$
197,638


$
226,215


$



$
664,634   Payments DueWithin








More Than1 Year


1-3 Years


3-5 Years


5 Years


Total(In thousands)Off balance sheet commitments:Operating leases

$
14,240


$
19,013


$
17,719


$
36,724


$
87,696Royalty/licensing agreements


8,013



16,051



16,083







40,147Purchase obligations: Capital commitments


64,231















64,231 Inventory purchase commitments


49,925















49,925Total off balance sheet commitments


136,409



35,064



33,802



36,724



241,999Total commitments

$
377,190


$
232,702


$
260,017


$
36,724


$
906,633       (1)
    
    On maturity of our zero coupon convertible notes, we are
    required to pay the note holders 123.4% of the principal amount.
    On November 7, 2007, we redeemed $96.4 million
    aggregate principal amount of our zero coupon convertible notes
    pursuant to demands for redemption from note holders in
    accordance with the indenture governing the zero coupon
    convertible notes. We paid a total amount of $114.1 million
    (including interest accrued up to November 7, 2007) in
    respect of the redemption of the zero coupon convertible notes.
    In January and February 2008, we repurchased $12.4 million
    and $2.5 million aggregate principal amount of our zero
    coupon convertible notes, respectively. We paid an aggregate
    consideration of $14.7 million (including 64




---



##### Table of Contents



accrued interest) and $2.9 million (including accrued
    interest), respectively, for the repurchases. We financed the
    repurchases with our cash and cash equivalents.(2)
    
    The convertible notes, senior notes, short-term and long-term
    loans agreements contain provisions for the payment of interest
    either on maturity or 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 on these commitments within one
    year, 1-3 years and 3-5 years amount to
    $35.8 million, $55.7 million and $15.2 million,
    respectively.(3)
    
    Our other non-current liabilities as of December 30, 2007
    were $125.1 million, including $39.0 million related
    to retirement and severance benefits for our employees in South
    Korea and Thailand, respectively, which were not included in the
    table due to lack of contractual certainty as to the timing of
    payments. Also included in other non-current liabilities as of
    December 30, 2007 was $16.6 million of liability for
    uncertain tax positions under FIN 48 (defined below). We
    are unable to reasonably estimate the timing of the amount;
    therefore, the liability is excluded from the table.  Contingencies
           65




---



##### Table of Contents



and/or and/or and/or
        Cash
    Flows From Operating Activities
   66




---



##### Table of Contents



Cash
    Flows From Investing Activities
      Cash
    Flows From Financing Activities
   67




---



##### Table of Contents



Special
    Tax Status
      Derivative
    Financial Instruments
   68




---



##### Table of Contents



Foreign
    Currency Risk
      Research
    and Development
    Recent
    Accounting Pronouncements
    No. 157-2 (FSP 157-2), FSP 157-2
   69




---



##### Table of Contents



70




---



##### Table of Contents



ITEM 6.
    DIRECTORS,
    SENIOR MANAGEMENT AND EMPLOYEES  A.  Directors
    and Senior Management
    Name

Age

PositionBoard of DirectorsCharles R. Wofford(1)(2)(3)(4)


74


Chairman of our Board of DirectorsTan Lay Koon


49


Director, President and Chief Executive OfficerPeter Seah Lim Huat(5)(6)


61


DirectorR. Douglas Norby(1)(5)(7)


72


DirectorTeng Cheong Kwee(1)(6)(8)(9)


54


DirectorTokumasa Yasui(1)(9)


63


DirectorPhoon Siew Heng(8)(10)


44


DirectorSenior ManagementWan Choong Hoe


54


Executive Vice President, Chief Operating OfficerHan Byung Joon


48


Executive Vice President, Chief Technology OfficerJohn Lau Tai Chong


48


Senior Vice President, Chief Financial OfficerNg Tiong Gee


45


Senior Vice President, Human Resources and Chief Information
    OfficerJanet T. Taylor


50


Senior Vice President, General Counsel       (1)
    
    Determined by our Board of Directors to be independent for the
    purposes of the Singapore Code of Corporate Governance 2005.(2)
    
    Chairman of the Executive Committee.(3)
    
    Chairman of the Executive Resource and Compensation Committee.(4)
    
    Chairman of the Nominating and Corporate Governance Committee.(5)
    
    Member of the Executive Resource and Compensation Committee.(6)
    
    Member of the Nominating and Corporate Governance Committee.(7)
    
    Chairman of the Audit Committee.(8)
    
    Member of the Executive Committee.(9)
    
    Member of the Audit Committee.(10)
    
    Appointed as a director on August 6, 2007.       71




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##### Table of Contents



Board
    of Directors
  Charles
    R. Wofford
    Tan Lay
    Koon
    Peter
    Seah Lim Huat
  Bintang
    Bakti Masyarakat
  R.
    Douglas Norby
   72




---



##### Table of Contents



Teng
    Cheong Kwee
    Tokumasa
    Yasui
    Phoon
    Siew Heng
    Senior
    Management
  Wan
    Choong Hoe
    Han Byung
    Joon
   73




---



##### Table of Contents



John Lau
    Tai Chong
    Ng Tiong
    Gee
    Janet T.
    Taylor
   74




---



##### Table of Contents



B.  Compensation
  Compensation
    of Directors and Senior Management
    Executive


Non-executiveDirector


Directors(1)


Total(2)Charles R. Wofford





$
161,000


$
161,000Lim Ming Seong(3)






38,340



38,340Tan Lay Koon

$
1,694,542







1,694,542Peter Seah Lim Huat






49,420



49,420Steven H. Hamblin(3)






56,080



56,080Richard J. Agnich(3)






73,080



73,080R. Douglas Norby






83,260



83,260Robert W. Conn(3)






36,920



36,920Park Chong Sup(3)






42,330



42,330Teng Cheong Kwee






77,840



77,840Tokumasa Yasui






53,170



53,170Phoon Siew Heng(4)






21,170



21,170Senior management (excluding our Chief Executive Officer) as a
    group










2,715,211$
1,694,542


$
692,610


$
5,102,363       (1)
    
    We will seek approval at our annual general meeting in 2008 for
    the payment of directors fees of approximately $565,610
    for 2007 (which excludes $127,000 paid to the special committees
    of the Board of Directors formed in relation to the tender offer
    by STSPL in 2007).(2)
    
    Does not include compensation given in the form of share
    options. For more information on share options granted to our
    directors and senior management, see  E. Share
    Ownership for Directors and Senior Management. Includes
    $341,720 representing payment of one-third of the notional
    Economic Value Added (EVA) bank account. See
    discussion below.(3)
    
    Resigned as a director on August 24, 2007.(4)
    
    Appointed as a director on August 6, 2007.      Rule 10b-18
 75




---



##### Table of Contents



Pension,
    Retirement or Similar Benefits
             76




---



##### Table of Contents



C.  Board
    Practices
  Board
    of Directors
   77




---



##### Table of Contents



Committees
    of our Board of Directors
  Audit
    Committee
        Executive
    Resource and Compensation Committee
   78




---



##### Table of Contents




    the Executive Resource and Compensation Committee is comprised
    entirely of non-executive directors, the majority of whom,
    including the Chairman, qualify as independent directors under
    the Nasdaq Marketplace Rules and the Singapore Code of Corporate
    Governance 2005. Mr. Peter Seah Lim Huat does not qualify
    as an independent director under the Nasdaq Marketplace Rules or
    the Singapore Code of Corporate Governance 2005.
    the Executive Resource and Compensation Committee is responsible
    for reviewing, considering and approving the compensation
    policies, incentive programs, specific compensation (including
    each award and total proposed awards under each equity-based
    plan) of each Executive Vice President, Senior Vice President
    and Vice President who reports directly to the Chief Executive
    Officer. The Executive Resource and Compensation Committee has
    delegated to the Chief Executive Officer the power to approve
    awards to employees at the job level of Vice President and below
    who do not report directly to the Chief Executive Officer. The
    Executive Resource and Compensation Committee also reviews and
    approves all our option plans, share plans and other
    equity-based plans.        
    consider, review, vary and approve our Companys policy for
    determining executive remuneration including the remuneration
    policy with regard to Executive Vice Presidents, Senior Vice
    Presidents and Vice Presidents who report directly to the Chief
    Executive Officer;
    consider, review, vary and approve the entire specific
    remuneration package and service contract terms for each
    Executive Vice President, Senior Vice President and Vice
    President who reports directly to the Chief Executive Officer;
    review and approve all of our option plans, stock plans and
    other equity-based plans; and
    approve the remuneration framework, including directors
    fees for our non-executive directors.   79




---



##### Table of Contents



Executive
    Committee
          Nominating
    and Corporate Governance Committee
      
    The Nominating and Corporate Governance Committee comprises not
    less than three directors, the majority of whom, including the
    Chairman, qualify as independent directors under the Nasdaq
    Marketplace Rules and the Singapore Code of Corporate Governance
    2005. Mr. Peter Seah Lim Huat does not qualify as an
    independent director under the Nasdaq Marketplace Rules or the
    Singapore Code of Corporate Governance 2005.
    The Nominating and Corporate Governance Committees duties
    and responsibilities include the following:             80




---



##### Table of Contents



Budget
    Committee
      D.  Employees
          December 25,

December 31,

December 30,2005

2006

2007Function:Direct and indirect labor (manufacturing)


12,315



13,181



13,764Indirect labor (administration)


694



770



809Research and development


232



260



300Total


13,241



14,211



14,873Location:Singapore


4,092



3,527



3,288China


3,452



4,241



3,829Malaysia


2,472



3,007



2,900South Korea


2,407



2,513



2,698Taiwan


560



645



590Thailand










1,296United States


245



262



252Others


13



16



20Total


13,241



14,211



14,873   E.  Share
    Ownership for Directors and Senior Management
    and/or
 81




---



##### Table of Contents



Share
    Options for Directors
    Number of Ordinary Shares

Per Share ExerciseIssuable on Exercise of Option

Price (S$)

Exercisable PeriodTan Lay Koon


700,000



2.826



10/19/2001 to 10/18/2010325,000



2.885



04/29/2003 to 04/28/20122,000,000



2.2



06/26/2003 to 06/25/2012700,000



1.99



08/06/2004 to 08/05/2013500,000



1.91



02/17/2005 to 02/16/2014Peter Seah Lim Huat


70,000



1.99



08/06/2004 to 08/05/201335,000



1.91



02/17/2005 to 02/16/2014Teng Cheong Kwee


70,000



1.99



08/06/2004 to 08/05/200835,000



1.91



02/17/2005 to 02/16/2009   Employees
    Share Ownership Schemes
          STATS
    ChipPAC Ltd. Restricted Share Plan
   82




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STATS
    ChipPAC Ltd. Performance Share Plan
          STATS
    ChipPAC Ltd. Employee Share Purchase Plan 2004
   83




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##### Table of Contents



STATS
    ChipPAC Ltd. Substitute Share Purchase and Option Plan (the
    Substitute Option Plan) and STATS ChipPAC Ltd.
    Substitute Equity Incentive Plan (the Substitute
    EIP, and together with the Substitute Option Plan, the
    Substitute Plans)
    STATS
    ChipPAC Share Option Plan, as amended
       84




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ITEM 7.
    MAJOR
    SHAREHOLDERS AND RELATED PARTY TRANSACTIONS  A.  Major
    Shareholders
      
    the election of directors;
    the merger or consolidation of us with any other entity;
    any sale of all or substantially all of our assets; and
    the timing and payment of dividends.  and/or
  Number of Shares

PercentageName of Beneficial Owner

Beneficially Owned

Beneficially OwnedTemasek(1)


1,700,577,029



83.1
%     (1)
    
    As notified to our Company by Temasek, a private limited company
    incorporated in Singapore, wholly-owned by the Minister for
    Finance (Incorporated) of Singapore, a body corporate
    constituted by the Minister for Finance (Incorporation) Act
    (Cap. 183), which owns 100% of the ordinary shares of STSPL.
    Temasek is 85




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therefore deemed to beneficially own 1,700,577,029 of our
    ordinary shares, which are owned directly by STSPL. The
    percentage beneficially owned is based on an aggregate
    2,047,333,663 ordinary shares outstanding as of January 31,
    2008.    
    Prior to the tender offer by STSPL in March 2007, Temasek
    beneficially owned, and its wholly-owned subsidiary, STSPL,
    directly owned, approximately 712,228,050 ordinary shares, which
    represented approximately 35.6% of our outstanding ordinary
    shares at that time. Upon the consummation of the tender offer
    in May 2007, Temasek beneficially owned, and STSPL directly
    owned, 1,838,819,759 ordinary shares (including ordinary shares
    represented by ADSs and ordinary shares issuable upon conversion
    of the US$134.5 million aggregate principal amount of our
    2.5% convertible notes acquired by STSPL in the tender
    offer), which represented approximately 84.2% of our outstanding
    ordinary shares at that time. See Item 4. Information
    on our Company  A. History and Development of our
    Company.
    In March 2007, FMR Corp. beneficially owned 240,096,700 ordinary
    shares, which represented approximately 11.9% of our outstanding
    ordinary shares at that time. Based on Amendment No. 6 to
    the Schedule 13G filed by FMR Corp. and Edward C.
    Johnson III, Chairman of FMR Corp., with the SEC on
    May 10, 2007, FMR Corp. ceased to be the beneficial owner
    of more than 5% of our outstanding ordinary shares.
    In April 2007, we received notice from OZ that it managed the
    investments of OZ Asia Master Fund, Ltd, Fleet Maritime, Inc.,
    GPC LVII, LLC, Goldman, Sachs & Co. Profit Sharing
    Master Trust, OZ Master Fund, Ltd and OZ Global Special
    Investments Master Fund, LP. (collectively, the
    Funds) on a discretionary basis and acted as their
    investment advisor. By virtue of its discretionary investment
    management powers, OZ was deemed to have an interest in all of
    the 116,092,190 ordinary shares (some of which are held in the
    form of ADSs) then held by the Funds, representing approximately
    5.8% of our outstanding ordinary shares at that time. Prior to
    April 2007, OZ was not a major shareholder of our Company. At
    the end of April 2007, we received a subsequent notice stating
    that due to the sale of 79,023,690 ordinary shares (some of
    which are held in the form of ADSs), OZ was deemed to have an
    interest in 37,703,900 ordinary shares (some of which are held
    in the form of ADSs) then held by the Funds, representing
    approximately 1.9% of our outstanding ordinary shares at that
    time.
    In May 2007, we received notice from Marathon that it had voting
    and dispositive control over 102,305,000 ordinary shares, which
    represented 5.0% of our outstanding ordinary shares at that
    time, and dispositive but non-voting control over an additional
    37,549,000 ordinary shares, which represented 1.8% of our
    outstanding ordinary shares at that time. Prior to May 2007,
    Marathon was not a major shareholder of our Company.         86




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B.  Related
    Party Transactions
        30-year
  Regulation S-K
 87




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C.  Interest
    of Experts and Counsel
    ITEM 8.
    FINANCIAL
    INFORMATION  A.  Consolidated
    Statements and Other Financial Information
    Legal
    Proceedings
          and/or and/or
 88




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and/or
      Dividend
    Policy
    B.  Significant
    Changes
    ITEM 9.
    THE
    OFFER AND LISTING  A.
    Offer and
    Listing Details  Price
    range of our ordinary shares and ADSs
    Price perOrdinary Share

Price per ADSon the SGX-ST

on Nasdaq(1)(in S$)

(in US$)High

Low

High

LowAnnual for 2003


2.73



1.05



15.75



6.16Annual for 2004


2.45



0.92



14.74



5.40Annual for 2005


1.34



0.88



8.16



5.30Annual for 2006


1.42



0.84



8.85



4.91Annual for 2007


1.88



1.14



12.79



7.26 89




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Price perOrdinary Share

Price per ADSon the SGX-ST

on Nasdaq(1)(in S$)

(in US$)High

Low

High

LowQuarterly highs and lows: quarter ended March 26, 2006


1.25



1.01



7.77



6.19 quarter ended June 25, 2006


1.42



0.90



8.85



5.53 quarter ended September 24, 2006


1.05



0.84



6.65



4.91 quarter ended December 31, 2006


1.33



0.93



8.42



5.74 quarter ended April 1, 2007


1.84



1.14



12.14



7.26 quarter ended July 1, 2007


1.88



1.58



12.79



10.55 quarter ended September 30, 2007


1.75



1.45



11.54



9.15 quarter ended December 30, 2007(2)


1.71



1.48



11.78



10.12Monthly highs and lows:August 2007


1.66



1.45



10.66



9.15September 2007


1.65



1.55



10.92



9.75October 2007


1.66



1.58



11.41



10.48November 2007


1.71



1.63



11.78



11.03December 2007(2)


1.69



1.45



11.67



10.12January 2008


1.56



1.30







February 2008


1.43



1.10







       (1)
    
    Prior to July 2006, on the Nasdaq National Market.(2)
    
    We voluntarily delisted our ADSs from Nasdaq with effect from
    December 31, 2007. Our ADSs are currently traded on the
    over-the-counter
    market in the United States.  B.  Plan
    of Distribution
    C.  Markets
    D.  Selling
    Shareholders
    E.  Dilution
    F.  Expenses
    of the Issue
   ITEM 10.  ADDITIONAL
    INFORMATION  A.  Share
    Capital
   90




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B.  Memorandum
    and Articles of Association
    Objects
    Form 20-F 000-29103)
  Board
    of Directors
              Ordinary
    Shares
         91




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New
    Ordinary Shares
    Shareholders
    Transfer
    of Ordinary Shares
    General
    Meetings of Shareholders
  paid-up
 92




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Voting
    Rights
  1 3 paid-up
  Dividends
    Bonus
    and Rights Issue
  and/or paid-up
  Take-Overs
   93




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Liquidation
    or Other Return of Capital
    Indemnity
    Limitations
    on Rights to Hold or Vote Shares
   94




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Substantial
    Shareholdings
        Minority
    Rights
      C.  Material
    Contracts
  30-year
   95




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96




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97




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2-year
   98




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99




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and/or 90-day
             100




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D.  Exchange
    Controls
    Exchange
    Rates
      Singapore Dollars per US$1.00 Noon Buying RateAverage(1)

Low

High

Period EndFiscal Year2003


1.74



1.70



1.78



1.702004


1.69



1.63



1.73



1.632005


1.66



1.62



1.71



1.672006


1.58



1.67



1.53



1.532007


1.51



1.44



1.54



1.44MonthAugust 2007


1.52



1.51



1.53



1.52September 2007


1.51



1.48



1.53



1.48October 2007


1.46



1.45



1.48



1.45November 2007


1.45



1.44



1.45



1.45December 2007


1.45



1.44



1.46



1.44January 2008


1.43



1.42



1.44



1.42February 2008


1.41



1.39



1.42



1.39       (1)
    
    The average of the daily noon buying rates on the last business
    day of each month during the year.  E.
    Taxation  Singapore
    Taxation
   101




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Income
    Tax
  General
        Dividend
    Distributions
    Dividends
    paid out of Tax-Exempt Income or Income subject to Concessionary
    Tax Rate
    Dividends
    paid out of Income subject to Normal Corporate
    Taxation
  New
    One-Tier Corporate Tax System
     102




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Imputation
    System
        Tax on
    Capital Gains
      Stamp
    Duty
   103




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Estate
    Duty
    United
    States Federal Income Taxation
  non-United
  Distributions
    on Ordinary Shares or ADSs
       104




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Sale
    or Exchange of the Ordinary Shares or ADSs
    Passive
    Foreign Investment Company
      United
    States Information Reporting and Backup
    Withholding
  Form W-9.
    F.  Dividends
    and Paying Agents
   105




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G.  Statements
    by Experts
    H.  Documents
    on Display
    I.  Subsidiary
    Information
    ITEM 11.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    Investment
    and Interest Rates
    Currency
    Exchange Rates
     106




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Commodity
    Price
    Limitations
    ITEM 12.
    DESCRIPTION
    OF SECURITIES OTHER THAN EQUITY SECURITIES    ITEM 13.
    DEFAULTS,
    DIVIDEND ARREARAGES AND DELINQUENCIES    ITEM 14.
    MATERIAL
    MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
    PROCEEDS    ITEM 15.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
 107




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Managements
    Annual Report on Internal Control over Financial
    Reporting
  Rule 13a-15(f)
    
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of our assets;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that our receipts and expenditures are being made only in
    accordance with authorizations of our management and members of
    our Board of Directors; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use, or disposition of
    our assets that could have a material effect on our financial
    statements.            Changes
    to Internal Controls
   108




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ITEM 16A.
    AUDIT
    COMMITTEE FINANCIAL EXPERT  Form 20-F
  ITEM 16B.
    CODE
    OF ETHICS    ITEM 16C.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    Rule 2-01(b) Regulation S-X
    Year EndedDecember 31,


December 30,2006


2007Audit fees

$
1,935


$
2,239Audit-related fees


81



126Tax fees


140



85All other fees






Total

$
2,156


$
2,450  109




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Audit Fees. non-U.S. jurisdictions;
  Audit-Related Fees.
  Tax Fees.
  All Other Fees.
  Audit
    Committee Pre-approval Process
  de minimus
  ITEM 16D.
    EXEMPTIONS
    FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE    ITEM 16E.
    PURCHASES
    OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
    PURCHASERS    ITEM 17.
    FINANCIAL
    STATEMENTS    ITEM 18.
    FINANCIAL
    STATEMENTS               110




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ITEM 19.
    EXHIBITS    1
.1

Memorandum of Association of STATS ChipPAC Ltd. 
    incorporated by reference to Exhibit 1.1 of
    Form 20-F
    (File
    No. 000-29103)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 12, 20071
.2.

Amended Articles of Association of STATS ChipPAC
    Ltd.  incorporated by reference to Exhibit 2 of
    Amendment No. 2 to the Registration Statement on
    Form 8-A
    (File
    No. 000-29103)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on May 9, 20062
.1

Specimen ordinary share certificate of STATS ChipPAC Ltd. issued
    on and after January 30, 2006 in respect of transfers of
    shares issued before January 30, 2006 
    incorporated by reference to Exhibit 3.1 of Amendment
    No. 2 to the Registration Statement on
    Form 8-A
    (File
    No. 000-29103)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on May 9, 20062
.1.1

Specimen ordinary share certificate of STATS ChipPAC Ltd. issued
    on and after January 30, 2006 in respect of new issuances
    of shares issued after January 30, 2006 
    incorporated by reference to Exhibit 3.2 of Amendment
    No. 2 to the Registration Statement on
    Form 8-A
    (File
    No. 000-29103)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on May 9, 20062
.2

Deposit Agreement dated February 8, 2000 among ST Assembly
    Test Services Ltd, Citibank, N.A., as depositary, and the
    holders and beneficial owners from time to time of American
    Depositary Receipts (ADRs) issued thereunder (including the form
    of ADR)  incorporated by reference to
    Exhibit 2.2 of
    Form 20-F
    (File
    No. 333-93661)
    of ST Assembly Test Services Ltd, as filed with the Securities
    and Exchange Commission on March 30, 20014
.1

Lease Agreement dated November 18, 1996 by and between the
    Housing and Development Board and ST Assembly Test Services Pte
    Ltd  incorporated by reference to Exhibit 10.4
    of Amendment No. 1 to
    Form F-1
    (File
    No. 333-93661)
    of ST Assembly Test Services Ltd, as filed with the Securities
    and Exchange Commission on January 3, 20004
.2

Program Agreement dated January 10, 2002 by and between
    Citicorp Investment Bank (Singapore) Limited and ST Assembly
    Test Services Ltd establishing a S$500,000,000 Multicurrency
    Medium Term Note Program  incorporated by reference
    to Exhibit 4.6 of
    Form 20-F
    (File
    No. 333-75080)
    of ST Assembly Test Services Ltd, as filed with the Securities
    and Exchange Commission on February 28, 20024
.3

Trust Deed dated January 10, 2002 by and between
    British and Malayan Trustees Limited and ST Assembly Test
    Services Ltd establishing a S$500,000,000 Multicurrency Medium
    Term Note Program  incorporated by reference to
    Exhibit 4.7 of
    Form 20-F
    (File
    No. 333-75080)
    of ST Assembly Test Services Ltd, as filed with the
    Securities and Exchange Commission on February 28, 20024
.4

Agency Agreement dated January 10, 2002 by and between
    British and Malayan Trustees Limited, Citicorp Investment Bank
    (Singapore) Limited and ST Assembly Test Services Ltd
    establishing a S$500,000,000 Multicurrency Medium Term Note
    Program  incorporated by reference to
    Exhibit 4.8 of
    Form 20-F
    (File
    No. 333-75080)
    of ST Assembly Test Services Ltd, as filed with the Securities
    and Exchange Commission on February 28, 20024
.5#

Amendment Agreement dated April 22, 2003 renewing the
    Immunity Agreement dated October 18, 1996 by and between
    Motorola Inc. and ST Assembly Test Services Pte Ltd 
    incorporated by reference to Exhibit 4.12 of
    Form 20-F
    (File
    No. 333-75080)
    of ST Assembly Test Services Ltd, as filed with the Securities
    and Exchange Commission on March 19, 20044
.6**

Second Amendment to Immunity Agreement dated September 19,
    2006 amending the Immunity Agreement dated October 18,
    1996, as amended April 22, 2003 by and between Freescale
    Semiconductor, Inc. and STATS ChipPAC, Ltd.4
.7

Strategic Assistance Loan Agreement dated June 20, 2003 by
    and between ST Assembly Test Services Ltd and Simmtech Co.
    Ltd  incorporated by reference to Exhibit 4.16
    of
    Form 20-F
    (File
    No. 333-75080)
    of ST Assembly Test Services Ltd, as filed with the Securities
    and Exchange Commission on March 19, 2004 111




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4
.8

Yangdo Tambo Agreement dated June 20, 2003 by and between
    ST Assembly Test Services Ltd and Simmtech Co. Ltd 
    incorporated by reference to Exhibit 4.17 of
    Form 20-F
    (File
    No. 333-75080)
    of ST Assembly Test Services Ltd, as filed with the Securities
    and Exchange Commission on March 19, 20044
.9

Pledge Agreement dated June 20, 2003 by and between ST
    Assembly Test Services Ltd and Simmtech Co. Ltd 
    incorporated by reference to Exhibit 4.18 of
    Form 20-F
    (File No. 333-75080) of ST Assembly Test Services
    Ltd, as filed with the Securities and Exchange Commission on
    March 19, 20044
.10

Loan Agreement dated December 26, 2003 by and between ST
    Assembly Test Services Ltd, Simmtech Co. Ltd and Mr. Se-Ho
    Chun  incorporated by reference to Exhibit 4.19
    of
    Form 20-F
    (File
    No. 333-75080)
    of ST Assembly Test Services Ltd, as filed with the Securities
    and Exchange Commission on March 19, 20044
.11

Yangdo Tambo Agreement dated December 26, 2003 by and
    between ST Assembly Test Services Ltd and Simmtech Co.
    Ltd  incorporated by reference to Exhibit 4.20
    of
    Form 20-F
    (File
    No. 333-75080)
    of ST Assembly Test Services Ltd, as filed with the Securities
    and Exchange Commission on March 19, 20044
.12

Share Pledge Agreement dated December 26, 2003 by and
    between ST Assembly Test Services Ltd and Mr. Se-Ho
    Chun  incorporated by reference to Exhibit 4.21
    of
    Form 20-F
    (File
    No. 333-75080)
    of ST Assembly Test Services Ltd, as filed with the Securities
    and Exchange Commission on March 19, 20044
.13

Factory Kun-Mortgage Agreement dated December 26, 2003 by
    and between ST Assembly Test Services Ltd and Simmtech Co.
    Ltd  incorporated by reference to Exhibit 4.22
    of
    Form 20-F
    (File
    No. 333-75080)
    of ST Assembly Test Services Ltd, as filed with the Securities
    and Exchange Commission on March 19, 20044
.14

Base Capacity and Continuing Support Agreement dated
    December 26, 2003 by and between ST Assembly Test
    Services Ltd and Simmtech Co. Ltd  incorporated by
    reference to Exhibit 4.23 of
    Form 20-F
    (File
    No. 333-75080)
    of ST Assembly Test Services Ltd, as filed with the Securities
    and Exchange Commission on March 19, 20044
.15

Indenture dated November 7, 2003 by and between ST Assembly
    Test Services Ltd and the Bank of New York relating to the
    $115 million zero-rated Convertible Notes Due
    2008  incorporated by reference to Exhibit 4.24
    of
    Form 20-F
    (File
    No. 333-75080)
    of ST Assembly Test Services Ltd, as filed with the Securities
    and Exchange Commission on March 19, 20044
.16

US$115 million Reg S Global Note issued by ST Assembly Test
    Services Ltd under the Indenture relating to the
    US$115 million zero-rated Convertible Notes Due
    2008  incorporated by reference to Exhibit 4.25
    of
    Form 20-F
    (File
    No. 333-75080)
    of ST Assembly Test Services Ltd, as filed with the Securities
    and Exchange Commission on March 19, 20044
.17

Indenture dated as of May 28, 2003 by and between ChipPAC,
    Inc. and U.S. Bank National Association, as trustee
    relating to the 2.50% Convertible Subordinated Notes Due
    2008  incorporated by reference to Exhibit 10.40
    to the Quarterly Report on
    Form 10-Q
    (File
    No. 000-31173)
    of ChipPAC, Inc., as filed with the Securities and Exchange
    Commission on August 8, 2003 for the three months ended
    June 30, 20034
.18

First Supplemental Indenture dated August 4, 2004 to the
    Indenture dated as of May 28, 2003 among ChipPAC Inc., ST
    Assembly Test Services Ltd and U.S. Bank National
    Association relating to the 2.50% Convertible Subordinated
    Securities Due 2008  incorporated by reference to
    Exhibit 4.2 of
    Form F-3
    (File
    No. 333-119705-01)
    of STATS ChipPAC, Inc., as filed with the Securities and
    Exchange Commission on October 13, 20044
.19

Second Supplemental Indenture dated October 11, 2004 to the
    Indenture dated as of May 28, 2003 among ChipPAC Inc.,
    STATS ChipPAC Ltd. and U.S. Bank National Association
    relating to the 2.50% Convertible Subordinated Notes Due
    2008  incorporated by reference to Exhibit 4.45
    of
    Form 20-F
    (File
    No. 333-75080)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 18, 2005 112




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4
.20

Third Supplemental Indenture dated November 2, 2004 to the
    Indenture dated as of May 28, 2003 among ChipPAC Inc.,
    STATS ChipPAC Ltd. and U.S. Bank National Association
    relating to the 2.50% Convertible Subordinated Notes Due
    2008  incorporated by reference to Exhibit 4.46
    of
    Form 20-F
    (File
    No. 333-75080)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 18, 20054
.21

Indenture dated November 18, 2004 by and between STATS
    ChipPAC Ltd. and U.S. Bank National Association relating to
    the 6.75% Senior Notes Due 2011  incorporated by
    reference to Exhibit 4.40 of Form 20-F (File
    No. 333-75080)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 18, 20054
.22

Subsidiary Guarantee Agreement dated November 18, 2004
    among STATS ChipPAC Ltd., the Subsidiary Guarantors party
    thereto and U.S. Bank National Association relating to the
    6.75% Senior Notes Due 2011  incorporated by
    reference to Exhibit 4.43 of
    Form 20-F
    (File
    No. 333-75080)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 18, 20054
.23

Supplemental Subsidiary Guarantee Agreement dated as of
    February 21, 2006 among STATS ChipPAC Ltd., the Subsidiary
    Guarantors party thereto and U.S. Bank National Association
    with respect to the 6.75% Senior Notes Due 2011 
    incorporated by reference to Exhibit 4.49 of
    Form 20-F
    (File
    No. 333-75080)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on February 28, 20064
.24**

Supplemental Subsidiary Guarantee Agreement dated as of
    September 18, 2007 among STATS ChipPAC Ltd., the Subsidiary
    Guarantors party thereto and U.S. Bank National Association
    with respect to the 6.75% Senior Notes due 20114
.25

Indenture dated as of July 19, 2005 by and between STATS
    ChipPAC Ltd. and U.S. Bank National Association relating to
    the 7.5% Senior Notes Due 2010  incorporated by
    reference to Exhibit 4.1 of
    Form 6-K
    (File
    No. 333-75080)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on August 25, 20054
.26

Subsidiary Guarantee Agreement dated as of July 19, 2005
    among STATS ChipPAC Ltd., the Subsidiary Guarantors party
    thereto and U.S. Bank National Association relating to the
    7.5% Senior Notes Due 2010  incorporated by
    reference to Exhibit 4.3 of
    Form 6-K
    (File
    No. 333-75080)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on August 25, 20054
.27

Supplemental Subsidiary Guarantee Agreement dated as of
    February 21, 2006 among STATS ChipPAC Ltd., the Subsidiary
    Guarantors party thereto and U.S. Bank National Association
    with respect to the 7.5% Senior Notes Due 2010 
    incorporated by reference to Exhibit 4.48 of
    Form 20-F
    (File
    No. 333-75080)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on February 28, 20064
.28**

Supplemental Subsidiary Guarantee Agreement dated as of
    September 18, 2007 among STATS ChipPAC Ltd., the Subsidiary
    Guarantors party thereto and U.S. Bank National Association
    with respect to the 7.5% Senior Notes Due 20104
.29

STATS ChipPAC Ltd. Substitute Equity Incentive Plan 
    incorporated by reference to Exhibit 4.4 to Post-Effective
    Amendment No. 1 on
    Form S-8
    (File
    No. 333-114232)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on August 25, 20044
.30

STATS ChipPAC Ltd. Substitute Share Purchase and Option
    Plan  incorporated by reference to Exhibit 4.5
    to Post-Effective Amendment No. 1 on
    Form S-8
    (File
    No. 333-114232)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on August 25, 20044
.31**

STATS ChipPAC Ltd. Employee Share Purchase Plan 20044
.32

STATS ChipPAC Ltd. Share Option Plan  incorporated by
    reference to Exhibit 4.28 of Form 20-F (File
    No. 000-29103)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 12, 20074
.33

STATS ChipPAC Ltd. Restricted Share Plan 
    incorporated by reference to Appendix 2 to STATS ChipPAC
    Ltd.s Proxy Statement which was filed as Exhibit 99.1
    on Form 6-K (File
    No. 333-75080)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 30, 2006 113




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##### Table of Contents



4
.34

STATS ChipPAC Ltd. Performance Share Plan 
    incorporated by reference to Exhibit 4.30 of Form 20-F
    (File
    No. 000-29103)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 12, 20074
.35

Terms and Conditions of Appointment of Tan Lay Koon as President
    and Chief Executive Officer of STATS ChipPAC Ltd. dated
    August 5, 2004 by and between Tan Lay Koon and STATS
    ChipPAC Ltd. incorporated by reference to
    Exhibit 4.46 of
    Form 20-F
    (File
    No. 333-75080)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on February 28, 20064
.36

Letter Amendment to Terms and Conditions of Appointment of Tan
    Lay Koon as President and Chief Executive Officer of STATS
    ChipPAC Ltd. dated October 26, 2006 
    incorporated by reference to Exhibit(e)(8) of
    Schedule 14D-9
    (File
    No. 005-60763)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 30, 20074
.37**

Letter Amendment to Terms and Conditions of Appointment of Tan
    Lay Koon as President and Chief Executive Officer of STATS
    ChipPAC Ltd. dated October 26, 20074
.38

Subscription Agreement dated June 22, 2006 among STATS
    ChipPAC Ltd., China Resources Logic Limited, Micro Assembly
    Technologies Limited and Wuxi China Resources Microelectronics
    (Holdings) Limited  incorporated by reference to
    Exhibit 4.41 of
    Form 20-F
    (File
    No. 000-29103)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 12, 20074
.39

Deed of Indemnity dated June 22, 2006 among STATS ChipPAC
    Ltd., China Resources Logic Limited, Micro Assembly Technologies
    Limited and Wuxi China Resources Microelectronics (Holdings)
    Limited  incorporated by reference to
    Exhibit 4.42 of
    Form 20-F
    (File
    No. 000-29103)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 12, 20074
.40

Joint Venture Agreement dated June 22, 2006 among STATS
    ChipPAC Ltd., China Resources Logic Limited, Wuxi China
    Resources Microelectronics (Holdings) Limited, Micro Assembly
    Technologies Limited and Wuxi CR Micro-Assembly Technology Ltd.
     incorporated by reference to Exhibit 4.43 of
    Form 20-F
    (File
    No. 000-29103)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 12, 20074
.41

Asset Sale and Purchase Agreement dated June 22, 2006 among
    STATS ChipPAC Shanghai Co., Ltd., STATS ChipPAC Ltd., Wuxi CR
    Micro-Assembly Technology Ltd. and China Resources Logic
    Limited  incorporated by reference to
    Exhibit 4.44 of
    Form 20-F
    (File
    No. 000-29103)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 12, 20074
.42

Amendment Number One dated July 14, 2006 to the Asset Sale
    and Purchase Agreement dated June 22, 2006 among STATS
    ChipPAC Shanghai Co., Ltd., STATS ChipPAC Ltd., Wuxi CR
    Micro-Assembly Technology Ltd. and China Resources Logic
    Limited  incorporated by reference to
    Exhibit 4.45 of
    Form 20-F
    (File
    No. 000-29103)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 12, 20074
.43

Manufacturers Representative Agreement dated June 22,
    2006 among Wuxi CR Micro-Assembly Technology Ltd., China
    Resources Logic Limited, STATS ChipPAC (BVI) Limited and STATS
    ChipPAC Ltd.  incorporated by reference to
    Exhibit 4.46 of
    Form 20-F
    (File
    No. 000-29103)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 12, 20074
.44#

US$125,000,000 Syndicated Facility Agreement dated
    August 10, 2006 by and between STATS ChipPAC Ltd. and
    Oversea-Chinese Banking Corporation Limited 
    incorporated by reference to Exhibit 4.47 of
    Form 20-F
    (File
    No. 000-29103)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 12, 20074
.45#

English language translation of Korean language US$25,000,000
    Term Loan Agreement dated May 29, 2006 by and between STATS
    ChipPAC Korea Ltd. and Hana Bank  incorporated by
    reference to Exhibit 4.48 of
    Form 20-F
    (File
    No. 000-29103)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 12, 20074
.46

English language summary of Chinese language NT$1.8 Billion
    Syndicated Loan Agreement dated March 2, 2004 by and
    between STATS ChipPAC Taiwan Semiconductor Corporation (formerly
    known as Winstek Semiconductor Corporation) and Mega Bank
    Limited  incorporated by reference to
    Exhibit 4.49 of
    Form 20-F
    (File
    No. 000-29103)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 12, 2007 114




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##### Table of Contents



4
.47

English language summary of Chinese language NT$3.6 Billion
    Syndicated Loan Agreement dated August 18, 2006 by and
    between STATS ChipPAC Taiwan Semiconductor Corporation (formerly
    known as Winstek Semiconductor Corporation) and Taishin Bank
    Limited  incorporated by reference to
    Exhibit 4.50 of
    Form 20-F
    (File
    No. 000-29103)
    of STATS ChipPAC Ltd., as filed with the Securities and Exchange
    Commission on March 12, 20074
.48**

Agreement for the Sale and Purchase of Assets dated
    April 23, 2007 by and between Schott Advanced Packaging
    Singapore Pte Ltd. and STATS ChipPAC Ltd.4
.49**

Asset Sale and Purchase Agreement dated May 21, 2007 among
    STATS ChipPAC Malaysia Sdn Bhd and Ningbo Mingxin
    Microelectronics Co. Ltd. and Daheng New Epoch Technology, Inc.4
.50**

Asset Purchase Agreement dated as of July 25, 2007, among
    STATS ChipPAC (Thailand) Limited, STATS ChipPAC Ltd., LSI (Thai)
    Ltd. and LSI Corporation4
.51**

Amendment No. 1 dated October 2, 2007, to Asset
    Purchase Agreement, dated as of July 25, 2007, among STATS
    ChipPAC (Thailand) Limited, STATS ChipPAC Ltd., LSI (Thai) Ltd.
    and LSI Corporation4
.52**

Promissory Note, dated October 2, 2007 issued by STATS
    ChipPAC (Thailand) Limited4
.53**##

US$50,000,000 Uncommitted Facility Agreement dated
    November 23, 2007 by and between Bank of America, N.A.,
    Singapore Branch and STATS ChipPAC Ltd.8
.1**

List of subsidiaries12
.1**

Certification by the Chief Executive Officer pursuant to
    17 CFR 240.
    15d-14(a),
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 200212
.2**

Certification by the Chief Financial Officer pursuant to
    17 CFR 240. 15D-14(a), as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200213
.1**

Certification by the Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 200213
.2**

Certification by the Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 200215
.1**

Consent of Pricewaterhouse Coopers, Singapore, independent
    registered public accounting firm     #
    
    Certain portions of this exhibit have been omitted pursuant to a
    confidential treatment order of the SEC. The omitted portions
    have been filed separately with the SEC.##
    
    Certain portions of this exhibit have been omitted pursuant to a
    request for confidential treatment filed with the SEC. The
    omitted portions have been filed separately with the SEC.**
    
    Filed herewith. 115




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##### Table of Contents



SIGNATURES  -
  Date:
    March 7, 2008
  STATS CHIPPAC LTD.By:

/s/  Tan
    Lay KoonName

Tan Lay KoonTitle:

President and Chief Executive OfficerBy:

/s/  John
    Lau Tai ChongName:

John Lau Tai ChongTitle:

Chief Financial Officer  116




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##### 



STATS
    CHIPPAC LTD. AND SUBSIDIARIES
  INDEX
    TO FINANCIAL STATEMENTS
   
 PageFINANCIAL STATEMENTSReport of Independent Registered Public
    Accounting Firm

F-2Consolidated Balance Sheets

F-4Consolidated Statements of Operations

F-5Consolidated Statements of Comprehensive Income
    (Loss)

F-6Consolidated Statements of Shareholders
    Equity

F-7Consolidated Statements of Cash Flows

F-8Notes to the Consolidated Financial Statements

F-9   F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
         F-2




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##### Table of Contents



F-3




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##### Table of Contents



STATS
    CHIPPAC LTD. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSIn thousands of U.S. Dollars (except per share
    data)
  December 31,


December 30,Note

2006


2007ASSETSCurrent assets:Cash and cash equivalents

3

$
171,457


$
213,461Short-term marketable securities

4


45,126



29,230Accounts receivable, net

5


243,779



271,360Short-term amounts due from affiliates

2


2,506



9,292Other receivables

6


6,975



6,877Inventories

7


111,614



83,312Prepaid expenses and other current assets

8


18,364



22,320Total current assets




599,821



635,852Long-term marketable securities

4


15,358



15,296Long-term amounts due from affiliates

2






6,852Property, plant and equipment, net

9


1,192,830



1,276,490Investment in equity investee

2


10,292



10,350Intangible assets

10


41,846



40,754Goodwill

11


513,512



547,958Long-term restricted cash




981



1,612Prepaid expenses and other non-current assets

8


83,640



61,790Total assets



$
2,458,280


$
2,596,954LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts and other payable



$
167,722


$
164,300Payables related to property, plant and equipment purchases




34,277



70,744Accrued operating expenses

12


97,627



109,516Income taxes payable




6,810



17,250Short-term borrowings

14


592



50,300Amounts due to affiliates

2


45



1,651Current obligations under capital leases




3,680



Current installments of long-term debts

15


61,101



190,481Total current liabilities




371,854



604,242Long-term debts, excluding current installments

15


697,523



423,853Other non-current liabilities

17


84,807



125,093Total liabilities




1,154,184



1,153,188Minority interest




57,946



59,797Share capital:Ordinary shares  Issued ordinary shares 
    2,002,814,117 in 2006 and 2,047,333,663 in 2007

18, 19


1,847,002



1,891,546Accumulated other comprehensive loss

20


(7,714
)


(7,605
)Accumulated deficit




(593,138
)


(499,972
)Total shareholders equity




1,246,150



1,383,969Commitments and contingencies

22Total liabilities and shareholders equity



$
2,458,280


$
2,596,954    F-4




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##### Table of Contents



STATS
    CHIPPAC LTD. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 In
    thousands of U.S. Dollars (except per share data)
   Year EndedDecember 25,


December 31,


December 30,Note


2005


2006


2007Net revenues





$
1,157,253


$
1,616,933


$
1,651,560Cost of revenues






(968,023
)


(1,290,773
)


(1,330,284
)Gross profit






189,230



326,160



321,276Operating expenses:Selling, general and administrative






135,751



139,466



112,593Research and development






26,071



30,446



34,918Tender offer expenses














10,922Held for sale asset impairment














1,725Restructuring charges


23



830



1,938



990Total operating expenses






162,652



171,850



161,148Operating income






26,578



154,310



160,128Other income (expense), net:Interest income






6,414



5,401



7,258Interest expense






(42,629
)


(45,816
)


(40,450
)Foreign currency exchange gain (loss)






531



(1,578
)


2,487Equity income from investment in equity investee










152



102Other non-operating income (expense), net


24



(1,076
)


108



(442
)Total other expense, net






(36,760
)


(41,733
)


(31,045
)Income (loss) before income taxes






(10,182
)


112,577



129,083Income tax expense


13



(9,689
)


(25,759
)


(29,581
)Income (loss) before minority interest






(19,871
)


86,818



99,502Minority interest






(6,440
)


(10,010
)


(5,818
)Net income (loss)





$
(26,311
)

$
76,808


$
93,684Net income (loss) per ordinary share: basic





$
(0.01
)

$
0.04


$
0.05 diluted





$
(0.01
)

$
0.04


$
0.04Net income (loss) per ADS: basic





$
(0.13
)

$
0.39


$
0.46 diluted





$
(0.13
)

$
0.37


$
0.44Ordinary shares (in thousands) used in per ordinary share
    calculation: basic






1,961,950



1,991,110



2,032,962 diluted






1,961,950



2,161,545



2,188,687ADS (in thousands) used in per ADS calculation: basic






196,195



199,111



203,296 diluted






196,195



216,154



218,869    F-5




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##### Table of Contents



STATS
    CHIPPAC LTD. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 In
    thousands of U.S. Dollars
   Year EndedDecember 25,


December 31,


December 30,2005


2006


2007Net income (loss)

$
(26,311
)

$
76,808


$
93,684Other comprehensive income (loss)Unrealized income (loss) on available-for-sale marketable
    securities


(247
)


(5
)


9Realized (gain) loss on available-for-sale marketable securities
    included in net income (loss)






(5
)


131Unrealized gain on hedging instruments


133



3,058



1,736Realized gain on hedging instruments included in net income
    (loss)


(3,143
)


(3,157
)


(2,034
)Foreign currency translation adjustment


(2,455
)


967



267Comprehensive income (loss)

$
(32,023
)

$
77,666


$
93,793    F-6




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##### Table of Contents



STATS
    CHIPPAC LTD. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITYIn thousands of U.S. Dollars AccumulatedAdditional


Other





TotalPaid-in


Comprehensive


Accumulated


ShareholdersOrdinary Shares


Capital


Loss


Deficit


EquityNo.(In thousands)Balances at January 1, 2005


1,944,330


$
298,233


$
1,507,612


$
(2,860
)

$
(643,635
)

$
1,159,350Share issuances


31,962



4,819



8,702











13,521Share-based compensation










743











743Effect of subsidiarys equity transaction










61











61Net loss


















(26,311
)


(26,311
)Other comprehensive loss














(5,712
)






(5,712
)Balances at December 25, 2005


1,976,292



303,052



1,517,118



(8,572
)


(669,946
)


1,141,652Share issuances


26,522



13,197



57











13,254Share-based compensation






13,688















13,688Effect of abolition of the share par value






1,517,175



(1,517,175
)










Effect of subsidiarys equity transaction






(110
)














(110
)Net income


















76,808



76,808Other comprehensive income














858







858Balances at December 31, 2006


2,002,814



1,847,002







(7,714
)


(593,138
)


1,246,150Adjustment for initial adoption of FIN 48


















(518
)


(518
)Balances at January 1, 2007, as adjusted


2,002,814



1,847,002







(7,714
)


(593,656
)


1,245,632Share issuances


27,794



19,851















19,851Conversion of convertible subordinated notes


16,726



15,500















15,500Share-based compensation






8,869















8,869Net income


















93,684



93,684Effect of subsidiarys equity transaction






324















324Other comprehensive income














109







109Balances at December 30, 2007


2,047,334


$
1,891,546


$



$
(7,605
)

$
(499,972
)

$
1,383,969    F-7




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##### Table of Contents



STATS
    CHIPPAC LTD. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 In
    thousands of U.S. Dollars
  Year EndedDecember 25,


December 31,


December 30,2005


2006


2007Cash Flows From Operating ActivitiesNet income (loss)

$
(26,311
)

$
76,808


$
93,684Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


254,138



266,317



254,352Amortization of leasing prepayments


25,790



7,386



11Debt issuance cost amortization


1,961



2,371



2,561(Gain) loss on sale of property, plant and equipment


1,529



1,251



(17
)Impairment of assets held for sale










1,725Accretion of discount on convertible notes


7,414



6,618



4,830Loss from repurchase and redemption of senior and convertible
    notes


1,653



500



Foreign currency exchange (gain) loss


(134
)


758



724Share-based compensation expense


743



13,688



8,869Deferred income taxes


9,351



19,853



(3,675
)Minority interest in income of subsidiary


6,440



10,010



5,818Equity income from investment in equity investee






(152
)


(102
)Others


535



1,004



1,604Changes in operating working capital:Accounts receivable


(91,340
)


(2,789
)


(27,581
)Amounts due from affiliates


(4,187
)


4,304



(13,638
)Inventories


(24,793
)


(32,268
)


29,599Other receivables, prepaid expenses and other assets


3,516



7,355



7,112Accounts payable, accrued operating expenses and other payables


104,499



44,774



44,030Amounts due to affiliates


(75
)


(17
)


1,606Net cash provided by operating activities


270,729



427,771



411,512Cash Flows From Investing ActivitiesProceeds from sales of marketable securities

$
15,726


$
35,391


$
19,660Proceeds from maturity of marketable securities


787



20,841



23,599Purchases of marketable securities


(32,017
)


(80,866
)


(27,450
)Investment in equity investee






(10,154
)


Acquisition of intangible assets


(4,853
)


(6,419
)


(6,762
)Acquisition of business










(100,000
)Purchases of property, plant and equipment


(245,775
)


(393,643
)


(232,288
)Proceeds from sale of assets held for sale






4,027



21,829Others, net


3,139



5,040



2,324Net cash used in investing activities


(262,993
)


(425,783
)


(299,088
)Cash Flows From Financing ActivitiesRepayment of short-term debts

$
(143,276
)

$
(42,290
)

$
(6,549
)Repayment of long-term debts


(37,670
)


(27,627
)


(170,518
)Proceeds from issuance of shares, net of expenses


13,521



13,254



19,851Proceeds from issuance of senior and convertible notes, net of
    expenses


146,535







Repurchase and redemption of senior and convertible notes


(167,263
)


(50,500
)


(36,800
)Proceeds from promissory notes










50,000Proceeds from bank borrowings


188,085



60,308



82,857(Increase) decrease in restricted cash


(1,487
)


1,627



(631
)Grants received


246







Capital lease payments


(11,737
)


(7,091
)


(3,680
)Distribution to minority interest in subsidiary






(2,542
)


(4,980
)Contribution by minority interest in subsidiary, net


3,623







Net cash provided by financing activities


(9,423
)


(54,861
)


(70,450
)Net increase (decrease) in cash and cash equivalents


(1,687
)


(52,873
)


41,974Effect of exchange rate changes on cash and cash equivalents


(1,102
)


(390
)


30Cash and cash equivalents at beginning of the year


227,509



224,720



171,457Cash and cash equivalents at end of the year

$
224,720


$
171,457


$
213,461Supplementary Cash Flow InformationInterest paid

$
40,738


$
28,307


$
31,652Income taxes paid


185



1,418



6,158Non-cash itemsIssuance of shares on conversion of convertible notes










15,500Equipment acquired under capital leases

$
4,150


$



$
    F-8




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##### Table of Contents



STATS
    CHIPPAC LTD. AND SUBSIDIARIES
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS
  1.
    Background
    and Summary of Significant Accounting Policies  (a)
    Business
    and Organization        Acquisition
    of LSI Corporations assembly and test facility in
    Thailand
    Temaseks
    Subsidiary, Singapore Technologies Semiconductors Pte Ltds
    Tender Offer
       F-9




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##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
    (b)
    Fiscal
    Year  52-53 week 52-week 53-week 52-week
  (c)
    Accounting
    Principles    (d)
    Principles
    of Consolidation    (e)
    Issuances
    of Stock by Subsidiaries    (f)
    Use of
    Estimates    (g)
    Foreign
    Currency Transactions     F-10




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##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
    (h)
    Certain
    Risks and Concentrations  time-to-market,
        (i)
    Cash
    and Cash Equivalents    (j)
    Restricted
    Cash    (k)
    Derivative
    Instruments and Hedging Activities   F-11




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##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
        (l)
    Marketable
    Securities  held-to-maturity. Held-to-maturity held-to-maturity
  Held-to-maturity
  held-to-maturity held-to-maturity
  (m)
    Inventories   F-12




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##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  (n)
    Equity
    Method Investments    (o)
    Business
    Combination    (p)
    Goodwill      (q)
    Intangible
    Assets      Tradenames

7 yearsTechnology and intellectual property

10 yearsCustomer relationships

2 yearsSoftware and licenses

3 to 5 years  F-13




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##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  (r)
    Property,
    Plant and Equipment    Land use rights

50 to 99 yearsBuilding, mechanical and electrical installation

3 to 25 yearsEquipment

2 to 8 years       (s)
    Long-Lived
    Assets      (t)
    Comprehensive
    Income (Loss)    (u)
    Revenue
    Recognition         F-14




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##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
      Year EndedDecember 25,

December 31,

December 30,2005

2006

2007Revenue packaging  array


50.2
%


55.5
%


56.3
% packaging  leaded


22.0



18.3



18.4 test and other services


27.8



26.2



25.3Total


100.0
%


100.0
%


100.0
%     (v)
    Grants        (w)
    Share-Based
    Compensation     F-15




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
    (x)
    Employee
    Benefit Plans           F-16




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  (y)
    Operating
    Leases    (z)
    Product
    Warranties    (aa)
    Research
    and Development    (bb)
    Income
    Taxes        (cc)
    Net
    Income (Loss) Per Share   F-17




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
      December 25,

December 31,

December 30,2005

2006

2007Convertible notes


287,999



82,454



10,613Share options


124,175



103,508



15,609       Year EndedDecember 25,


December 31,


December 30,2005


2006


2007Net income (loss)

$
(26,311
)

$
76,808


$
93,684Adjusted net income (loss)


(26,311
)


79,058



95,702Weighted average number of ordinary shares outstanding (basic)


1,961,950



1,991,110



2,032,962Weighted average dilutive shares from share plans






8,564



10,581Weighted average dilutive convertible notes






161,871



145,144Weighted average number of ordinary shares and equivalent
    ordinary shares outstanding (diluted)


1,961,950



2,161,545



2,188,687   (dd)
    Reclassifications    (ee)
    New
    Accounting Pronouncements     F-18




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  No. 157-2 (FSP 157-2) FSP 157-2
    held-to-maturity
   F-19




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
      2.
    Related
    Party Transactions    30-year
        December 31,


December 30,2006


2007Short-term and long-term amounts due from affiliates
    Accounts receivable, net of allowance for sales returns

$
2,506


$
16,144Amounts due to affiliates
    Accounts payable

$
(45
)

$
(1,651
)    F-20




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
    3.
    Cash and
    Cash Equivalents    December 31,


December 30,2006


2007Cash at banks and on hand

$
62,551


$
110,756Cash equivalentsBank fixed deposits


77,309



23,022Money market funds


30,039



79,056Foreign government treasury bills


1,558



627$
171,457


$
213,461   4.
    Marketable
    Securities    December 31, 2006


December 30, 2007Gross


Gross








Gross


GrossAmortized


Unrealized


Unrealized


Fair


Amortized


Unrealized


Unrealized


FairCost


Gains


Losses


Value


Cost


Gains


Losses


ValueAvailable-for-sale corporate debt securities and certificates of
    deposits

$
61,521


$
35


$
(1,072
)

$
60,484


$
45,423


$



$
(897
)

$
44,526     December 31,


December 30,2006


2007Marketable securities:Due in one year or less

$
45,126


$
29,230Due after one year through five years


1,074



1,064Due after five years


14,284



14,232$
60,484


$
44,526    F-21




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  5.
    Accounts
    Receivable    December 31,


December 30,2006


2007Accounts receivable  third parties

$
247,185


$
277,628Allowance for sales returns


(3,406
)


(6,268
)$
243,779


$
271,360     Year EndedDecember 25,


December 31,


December 30,2005


2006


2007Beginning

$
1,899


$
2,840


$
3,406Utilized during the year


(1,094
)






(98
)Charged during the year


2,517



3,034



4,681Writeback during the year


(482
)


(2,468
)


(1,721
)Ending

$
2,840


$
3,406


$
6,268   6.
    Other
    Receivables    December 31,


December 30,2006


2007Deposits and staff advances

$
718


$
923Forward contract receivable


196



299Taxes receivable


2,533



1,969Other receivables


3,528



3,686$
6,975


$
6,877   7.
    Inventories    December 31,


December 30,2006


2007Raw materials

$
88,339


$
65,877Work-in-progress


19,395



14,872Finished goods


3,880



2,563$
111,614


$
83,312  F-22




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  8.
    Prepaid
    Expenses and Other Assets    December 31,


December 30,2006


2007Leasing prepayments

$
11


$
Other prepayments and assets


14,035



8,241Deferred income tax assets


289



1,207Loans to a vendor


4,029



3,529Assets held for sale






9,343$
18,364


$
22,320     December 31,


December 30,2006


2007Leasing prepayments

$



$
248Deferred income tax assets


39,028



39,609Other deposits


285



303Loans to a vendor


4,412



882Debt issuance cost, net of accumulated amortization of $5,397
    and $7,958


9,510



6,949Assets held for sale


26,259



10,544Others


4,146



3,255$
83,640


$
61,790        F-23




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  9.
    Property,
    Plant and Equipment    December 31,


December 30,2006


2007Cost:Freehold land

$
9,206


$
11,010Land and land use rights


19,864



19,864Buildings, mechanical and electrical installation


232,945



262,186Equipment


1,880,982



2,145,503Total cost

$
2,142,997


$
2,438,563Total accumulated depreciation

$
950,167


$
1,162,073Property, plant and equipment, net

$
1,192,830


$
1,276,490       30-year 30-year
   F-24




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  10.
    Intangible
    Assets    December 31, 2006


December 30, 2007Gross


Accumulated


Net


Gross


Accumulated


NetAssets


Amortization


Assets


Assets


Amortization


AssetsTradenames

$
7,700


$
(2,658
)

$
5,042


$
7,700


$
(3,758
)

$
3,942Technology and intellectual property


32,000



(7,733
)


24,267



32,000



(10,933
)


21,067Customer relationships


99,300



(99,300
)






99,300



(99,300
)


Software, licenses and others


24,855



(12,318
)


12,537



31,469



(15,724
)


15,745$
163,855


$
(122,009
)

$
41,846


$
170,469


$
(129,715
)

$
40,754     Year EndedDecember 25,


December 31,


December 30,2005


2006


2007Tradenames

$
1,100


$
1,100


$
1,100Technology and intellectual property


3,200



3,200



3,200Customer relationships


49,650



28,962



Software, licenses and others


4,265



3,988



3,498$
58,215


$
37,250


$
7,798     2008

$
8,9172009


8,3302010


6,3822011


5,2582012


4,505Thereafter


7,362Total

$
40,754   11.
    Goodwill    December 31,


December 30,2006


2007Beginning

$
522,625


$
513,512Goodwill relating to acquisition






24,809Purchase adjustments


(9,113
)


9,637Ending

$
513,512


$
547,958  F-25




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
        12.
    Accrued
    Operating Expenses    December 31,


December 30,2006


2007Staff costs

$
33,957


$
40,276Purchase of raw materials


10,875



18,639Maintenance fees, license fees and royalties


2,828



4,146Interest expense


7,553



7,535Provision for vacation liability


3,299



5,048Others


39,115



33,872$
97,627


$
109,516   13.
    Income
    Taxes    Year EndedDecember 25,


December 31,


December 30,2005


2006


2007Singapore

$
6,698


$
951


$
(9,416
)Foreign


(16,880
)


111,626



138,499$
(10,182
)

$
112,577


$
129,083  F-26




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
    Year EndedDecember 25,


December 31,


December 30,2005


2006


2007Current tax:Singapore

$
(72
)

$



$
Foreign


(373
)


(5,935
)


(23,192
)Total current tax

$
(445
)

$
(5,935
)

$
(23,192
)Deferred tax:Singapore

$
(617
)

$
(1,400
)

$
(2,000
)Foreign


(8,627
)


(18,424
)


(4,389
)Total deferred tax

$
(9,244
)

$
(19,824
)

$
(6,389
)$
(9,689
)

$
(25,759
)

$
(29,581
)     Year EndedDecember 25,


December 31,


December 30,2005


2006


2007Income tax expense (benefit) computed at Singapore statutory
    rate of 18.0% (2006 and 2005: 20.0%)

$
(2,036
)

$
22,515


$
23,235Non-deductible expenses, including goodwill impairment charges


1,989



4,892



4,948Non-taxable income


(2,194
)


(461
)


(1,558
)Differences in tax rates


15,434



5,550



10,239Effect of recognizing deferred tax assets at concessionary tax
    rate and tax credits


(6,539
)


(13,926
)


(14,660
)Change in statutory tax rate






(651
)


Tax benefits from employee share option plans


(2,084
)


(665
)


(90
)Reinvestment allowance


(5,755
)


(5,632
)


(4,516
)Change in valuation allowance


30,133



9,114



12,163Effect of tax loss carryforwards and unutilized capital
    allowance previously not recognized


(21,685
)






Taxable foreign exchange adjustment


1,283



4,575



(3,645
)All other items, net


1,143



448



3,465Income tax expense

$
9,689


$
25,759


$
29,581    F-27




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
    December 31,


December 30,2006


2007Deferred income tax assets:Operating loss carryforwards

$
27,079


$
21,833Investment, and research and development tax credits


57,804



59,811Reinvestment allowance


34,968



39,484Property, plant and equipment


32,185



42,859Others


7,066



8,777159,102



172,764Valuation allowance


(119,785
)


(131,948
)$
39,317


$
40,816Deferred income tax liabilities:Property, plant and equipment

$
34,147


$
42,868Allowances and reserves


22,610



21,77756,757



64,645Net deferred income tax assets (liabilities)

$
(17,440
)

$
(23,829
)            F-28




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
          December 30,2007Unrecognized tax benefits:Balance as of January 1, 2007

$
518Increases related to prior year tax positions


13,521Increases related to current year tax positions


7,383Balance as of December 30, 2007

$
21,422        F-29




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
      14.
    Short-Term
    Borrowings   F-30




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  15.
    Long-Term
    Debts    December 31,


December 30,2006


20071.75% convertible senior fixed-rate notes

$
31,500


$
0% convertible senior fixed-rate notes


115,000



18,5512.5% convertible subordinated fixed-rate notes


150,000



134,5006.75% senior fixed-rate notes


215,000



215,0007.5% senior fixed-rate notes


150,000



150,0006% promissory note






46,800U.S. dollars bank loan at floating rates


14,070



12,600Taiwan dollar loans at floating rates


58,615



32,315Taiwan dollar loans and commercial papers at fixed rates


2,859



1,128Accrued
    yield-to-maturity
    interest on convertible notes


21,580



3,440758,624



614,334Less current amounts


(61,101
)


(190,481
)$
697,523


$
423,853      F-31




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
         F-32




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
    over-the-counter
    Form F-3/S-3
 F-33




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  out-of-the-money
           F-34




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
          Payable in year2008

$
190,4812009


27,1192010


170,5192011


225,4302012


785Thereafter


$
614,334    F-35




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  16.
    Unutilized
    Credit Facilities  3-year 3-year
      17.
    Other
    Non-Current Liabilities    December 31,


December 30,2006


2007Deferred tax liabilities

$
56,747


$
64,463Accrued retirement and severance benefits


26,892



38,985Liability for uncertain tax positions






16,604Others


1,168



5,041$
84,807


$
125,093     Year EndedDecember 25,


December 31,


December 30,2005


2006


2007Beginning

$
16,587


$
20,210


$
27,154Increase due to acquisition










7,677Provision for retirement and severance benefits


6,334



9,119



12,031Severance payments


(3,138
)


(4,172
)


(7,348
)Foreign currency loss


427



1,997



(277
)Ending

$
20,210


$
27,154


$
39,237Payments on deposits with Korean National Pension Fund


(253
)


(262
)


(252
)Ending, net of payments on deposits

$
19,957


$
26,892


$
38,985   18.
    Share
    Capital and Additional Paid-in Capital   F-36




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
        19.
    Share
    Repurchase    20.
    Accumulated
    Other Comprehensive (Loss) Income    December 31,


December 30,2006


2007Currency translation loss

$
(7,353
)

$
(7,086
)Unrealized gain on hedging instruments


676



378Unrealized loss on available-for-sale marketable securities


(1,037
)


(897
)$
(7,714
)

$
(7,605
)   21.
    Share
    Options and Incentive Plans       F-37




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
               F-38




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
    Year Ended2006


2007Cost of revenues

$
5,965


$
4,783Selling, general and administrative


6,143



3,118Research and development


1,580



968$
13,688


$
8,869           Year EndedDecember 25,

December 31,2005

2006Expected term


5-9 years



3-7 yearsDividend yield


0.0%



0.0%Risk free interest rate


2.6%-3.3%



3.0%-3.4%Weighted average volatility


55.9%



39.1%      F-39




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
      WeightedAverage


AggregateOptions


Exercise Price


Intrinsic Value(In thousands)





(In thousands)Options outstanding at January 1, 2005


131,997


$
1.01Granted


27,299



0.59Lapsed and forfeited


(16,972
)


1.03Exercised


(18,149
)


0.35Options outstanding at December 25, 2005


124,175



1.01Granted


16,498



0.68Lapsed and forfeited


(17,596
)


1.11Exercised


(6,277
)


0.41Options outstanding at December 31, 2006


116,800



0.99Lapsed and forfeited


(4,222
)


1.25Surrendered in tender offer


(85,348
)


1.02Exercised


(11,244
)


0.62Options outstanding at December 30, 2007


15,986


$
1.70


$
216Exercisable at December 25, 2005


62,785


$
1.30Exercisable at December 31, 2006


70,732


$
1.19Exercisable at December 30, 2007


15,328


$
1.53


$
136    F-40




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
    Options Outstanding


Options ExercisableWeighted








WeightedAverage


Weighted





Average


WeightedNumber


Remaining


Average


Number


Remaining


AverageOutstanding at


Contractual


Exercise


Exercisable at


Contractual


ExerciseRange of Exercise Prices

12/30/2007


Life


Price


12/30/2007


Life


Price(In thousands)








(In thousands)$0.14 to $0.15


21



1.8 years


$
0.14



21



1.8 years


$
0.14$0.22 to $0.29


31



5.0 years


$
0.29



31



5.0 years


$
0.29$0.43 to $0.47


1



3.3 years


$
0.46



1



3.3 years


$
0.46$0.55 to $0.87


600



4.9 years


$
0.75



392



4.3 years


$
0.80$0.91 to $1.07


3



3.3 years


$
1.02



3



3.3 years


$
1.02$1.16 to $1.64


14,272



4.3 years


$
1.39



13,822



4.2 years


$
1.40$2.04 to $2.61


223



2.0 years


$
2.09



223



2.0 years


$
2.09$3.99


835



2.3 years


$
3.99



835



2.3 years


$
3.9915,986



4.1 years







15,328



4.1 years     RSU


Contingent PSPWeighted








WeightedAverage


Aggregate





Average


AggregateGrant-Date


Intrinsic


Number of


Grant-Date


IntrinsicNumber of shares


Fair Value


Value


shares


Fair Value


Value(In thousands)





(In thousands)


(In thousands)





(In thousands)Granted


6,970


$
0.86







3,450


$
0.85Lapsed and forfeited


(668
)


0.86







(470
)


0.85Vested


















Outstanding as of December 30, 2007


6,302


$
0.86


$




2,980


$
0.85


$
       Year EndedDecember 30, 2007Expected term


3 yearsDividend yield


0.0
%Risk free interest rate


3.0
%Weighted average volatility


40.0
%    F-41




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
      Year EndedDecember 25,

December 31,2005

2006Expected term


0.5 years



0.5 yearsDividend yield


0.0
%


0.0
%Risk free interest rate


1.3 - 1.9
%


2.7
%Weighted average volatility


39.4
%


35.4
%         22.  Commitments
    and Contingencies
  (a)  Commitments
    December 31,


December 30,2006


2007Capital commitmentsBuilding, mechanical and electrical installation

$
4,039


$
9,137Plant and equipment


20,893



55,094Other commitmentsInventories

$
80,049


$
49,925    F-42




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
            Payable in year2008

$
14,2402009


9,6962010


9,3172011


8,8702012


8,849Thereafter


36,724$
87,696   (b)  Contingent
    Liabilities
       F-43




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
        and/or and/or and/or
     F-44




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
    23.  Restructuring
    Charges
    24.  Other
    Non-Operating Income (Expense)
  Year EndedDecember 25,


December 31,


December 30,2005


2006


2007Gain (loss) on sale and maturity of marketable securities

$



$
5


$
(131
)Loss from repurchase and redemption of senior and convertible
    notes


(1,653
)


(500
)


Other income (expense), net


577



603



(311
)$
(1,076
)

$
108


$
(442
)   25.  Fair
    Value of Financial Instruments
  December 31, 2006


December 30, 2007Carrying


Estimated


Carrying


EstimatedAmount


Fair Value


Amount


Fair ValueFinancial Assets:Cash and cash equivalents

$
171,457


$
171,457


$
213,461


$
213,461Marketable securities


60,484



60,484



44,526



44,526Restricted cash


981



981



1,612



1,612Financial Liabilities:Short-term borrowings

$
592


$
592


$
50,300


$
50,300Long-term debts, excluding senior and convertible notes


75,544



75,414



92,843



92,805Senior and convertible notes


683,080



690,217



521,491



540,862    F-45




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
    Cash
    and cash equivalents
    Marketable
    securities
    Restricted
    cash
    Short-term
    borrowings and long-term debts
    Senior
    and convertible notes
    Limitations
    26.  Business
    Segment, Geographic and Major Customer Data
   F-46




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
    Year EndedDecember 25,


December 31,


December 30,2005


2006


2007United States packaging  array


444,066



648,258



690,297 packaging  leaded


230,462



265,012



259,732 test and other services


210,511



269,939



283,735885,039



1,183,209



1,233,764Asia packaging  array


129,082



231,946



213,857 packaging  leaded


17,227



21,861



32,576 test and other services


98,736



132,720



121,410245,045



386,527



367,843Europe packaging  array


7,672



17,585



25,928 packaging  leaded


6,750



9,610



11,154 test and other services


12,747



20,002



12,87127,169



47,197



49,953Total packaging  array


580,820



897,789



930,082 packaging  leaded


254,439



296,483



303,462 test and other services


321,994



422,661



418,016$
1,157,253


$
1,616,933


$
1,651,560     Year EndedDecember 31,


December 30,2006


2007Singapore

$
332,784


$
280,371United States


24,310



20,110Rest of Asia


835,736



976,009Total

$
1,192,830


$
1,276,490  F-47




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
    Year EndedDecember 31,


December 30,2006


2007Singapore

$
411,340


$
495,100United States


96,162



96,369Rest of Asia


738,648



792,500Total

$
1,246,150


$
1,383,969     27.  Recent
    Events
      28.  Condensed
    Consolidating Financial Information
     F-48




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
       F-49




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  CONDENSED
    CONSOLIDATING STATEMENTS OF OPERATIONS
    For the Year Ended December 25, 2005
   STATS


STATS


STATS





Non-ChipPAC


ChipPAC,


ChipPAC


Guarantor


GuarantorLtd.


Inc.


Korea


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenues

$
435,630


$
40,268


$
387,830


$
684,290


$
163,870


$
(554,635
)

$
1,157,253Cost of revenues


(363,092
)


(384
)


(347,964
)


(612,676
)


(142,909
)


499,002



(968,023
)Gross profit


72,538



39,884



39,866



71,614



20,961



(55,633
)


189,230Operating expenses:Selling, general and administrative


44,488



24,862



9,007



94,754



9,635



(46,995
)


135,751Research and development


10,779



5,556



6,986



10,015



1,452



(8,717
)


26,071Restructuring charges


734











96











830Total operating expenses


56,001



30,418



15,993



104,865



11,087



(55,712
)


162,652Operating income (loss)


16,537



9,466



23,873



(33,251
)


9,874



79



26,578Other income (expense), net:Interest income


24,292



17



226



2,531



229



(20,881
)


6,414Interest expense


(31,358
)


(8,240
)


(3,372
)


(18,827
)


(1,713
)


20,881



(42,629
)Foreign currency exchange gain (loss)


(1,125
)


(3
)


(535
)


1,529



665







531Equity gain (loss) from investment in subsidiaries


(32,320
)


414















31,906



Other non-operating income (expense), net


(1,648
)


(91
)


(19
)


93



589







(1,076
)Total other income (expense), net


(42,159
)


(7,903
)


(3,700
)


(14,674
)


(230
)


31,906



(36,760
)Income (loss) before income taxes


(25,622
)


1,563



20,173



(47,925
)


9,644



31,985



(10,182
)Income tax benefit (expense)


(689
)


(56
)


(7,767
)


(1,909
)


732







(9,689
)Income (loss) before minority interest


(26,311
)


1,507



12,406



(49,834
)


10,376



31,985



(19,871
)Minority interest






















(6,440
)


(6,440
)Net income (loss)

$
(26,311
)

$
1,507


$
12,406


$
(49,834
)

$
10,376


$
25,545


$
(26,311
)  F-50




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  CONDENSED
    CONSOLIDATING STATEMENTS OF CASH FLOWS
    For the Year Ended December 25, 2005
  STATS


STATS


STATS





Non-ChipPAC


ChipPAC,


ChipPAC


Guarantor


GuarantorLtd.


Inc.


Korea


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCash Flows From Operating ActivitiesNet income (loss)

$
(26,311
)

$
1,507


$
12,406


$
(49,834
)

$
10,376


$
25,545


$
(26,311
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


81,823



2,073



41,982



86,275



42,064



(79
)


254,138Amortization of leasing prepayments


25,790























25,790Debt issuance cost amortization


1,848



113



















1,961Loss (gain) on sale of property, plant and equipment


445







220



(62
)


926







1,529Accretion of discount on convertible notes


7,414























7,414Loss from repurchase and redemption of convertible notes


1,653























1,653Foreign currency exchange loss (gain)


48











168



(350
)






(134
)Share-based compensation expense


703















40







743Deferred income taxes


617







7,767



1,574



(607
)






9,351Minority interest in income of subsidiary






















6,440



6,440Equity loss (gain) from investment in subsidiaries


32,320



(414
)














(31,906
)


Others


(5
)


134



344



311



(249
)






535Changes in operating working capital:Accounts receivable


(23,950
)










(59,685
)


(7,705
)






(91,340
)Amounts due from affiliates


(109,865
)


(4,564
)


4,426



(16,358
)


(9,893
)


132,067



(4,187
)Inventories


(5,449
)






(8,156
)


(49
)


(11,139
)






(24,793
)Other receivables, prepaid expenses and other assets


7,357



315



(1,667
)


(153
)


(2,336
)






3,516Accounts payable, accrued operating expenses and other payables


35,737



89



30,918



12,200



25,555







104,499Amounts due to affiliates


3,124



1,709



39,146



89,352



(1,339
)


(132,067
)


(75
)Net cash provided by operating activities


33,299



962



127,386



63,739



45,343







270,729Cash Flows From Investing ActivitiesProceeds from sales of marketable securities

$



$



$



$



$
15,726


$



$
15,726Proceeds from maturity of marketable securities














787











787Purchases of marketable securities


















(32,017
)






(32,017
)Cash injection in subsidiary


(25,587
)










(25,500
)






51,087



Acquisition of intangible assets


(787
)


(698
)


(812
)


(837
)


(1,719
)






(4,853
)Purchases of property, plant and equipment


(53,718
)


(187
)


(94,163
)


(78,419
)


(61,648
)


42,360



(245,775
)Others, net


18,726



10



4,927



9,629



12,207



(42,360
)


3,139Net cash used in investing activities


(61,366
)


(875
)


(90,048
)


(94,340
)


(67,451
)


51,087



(262,993
)Cash Flows From Financing ActivitiesRepayment of short-term debts

$
(100,464
)

$



$
(35,779
)

$



$
(7,033
)

$



$
(143,276
)Repayment of long-term debts










(7,101
)






(30,569
)






(37,670
)Proceeds from issuance of shares, net of expenses


13,521











21,479



33,231



(54,710
)


13,521Proceeds from issuance of convertible notes, net of expenses


146,535























146,535Repurchase and redemption of convertible notes


(167,263
)






















(167,263
)Proceeds from bank borrowings


100,464







42,657







44,964







188,085Increase in restricted cash










(18
)






(1,469
)






(1,487
)Grants received


246























246Capital lease payments


(4,955
)






(6,782
)














(11,737
)Contribution by minority interest in subsidiary, net






















3,623



3,623Net cash provided by (used in) financing activities


(11,916
)






(7,023
)


21,479



39,124



(51,087
)


(9,423
)Net increase (decrease) in cash and cash equivalents


(39,983
)


87



30,315



(9,122
)


17,016







(1,687
)Effect of exchange rate changes on cash and cash equivalents


















(1,102
)






(1,102
)Cash and cash equivalents at beginning of the year


184,824



548



1,976



18,987



21,174







227,509Cash and cash equivalents at end of the year

$
144,841


$
635


$
32,291


$
9,865


$
37,088


$



$
224,720  F-51




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  CONDENSED
    CONSOLIDATING BALANCE SHEETS
    As of December 31, 2006
  STATS


STATS


STATS





Non-ChipPAC


ChipPAC,


ChipPAC


Guarantor


GuarantorLtd.


Inc.


Korea


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedASSETSCurrent assets:Cash and cash equivalents

$
69,057


$
177


$
22,503


$
55,608


$
24,112


$



$
171,457Short-term marketable securities


2,619















42,507







45,126Accounts receivable, net


75,655











153,427



14,697







243,779Amounts due from affiliates


480,580



152,734



14,973



93,602



25,833



(765,216
)


2,506Other receivables


2,249



219



3,092



672



743







6,975Inventories


36,996







41,871



6,514



26,233







111,614Prepaid expenses and other current assets


6,805



1,158



6,600



1,473



2,328







18,364Total current assets


673,961



154,288



89,039



311,296



136,453



(765,216
)


599,821Long-term marketable securities


15,358























15,358Property, plant and equipment, net


332,786



4,261



285,582



237,688



332,523



(10
)


1,192,830Investment in equity investee


10,292























10,292Investment in subsidiaries


830,366



14,706







86,433







(931,505
)


Intangible assets


3,630



2,039



1,997



31,716



2,464







41,846Goodwill










304,557



102,129



104,617



2,209



513,512Long-term restricted cash










629







352







981Prepaid expenses and other non-current assets


22,256



258



25,956



319



34,851







83,640Total assets

$
1,888,649


$
175,552


$
707,760


$
769,581


$
611,260


$
(1,694,522
)

$
2,458,280LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts and other payables

$
38,967


$
20


$
62,945


$
10,537


$
55,253


$



$
167,722Payables related to property, plant and equipment purchases


8,048







12,340



8,176



5,713







34,277Accrued operating expenses


44,287



9,347



13,210



9,171



21,612







97,627Income taxes payable






187



1,663



3,326



1,634







6,810Short-term borrowings










48







544







592Amounts due to affiliates


18,117



1,252



75,398



633,912



36,582



(765,216
)


45Current obligations under capital leases










3,680















3,680Current installments of long-term debts


36,800







5,070







19,231







61,101Total current liabilities


146,219



10,806



174,354



665,122



140,569



(765,216
)


371,854Long-term debts, excluding current installments installments


496,280



150,000



9,000







42,243







697,523Other non-current liabilities










68,518



9,694



6,595







84,807Total liabilities


642,499



160,806



251,872



674,816



189,407



(765,216
)


1,154,184Minority interest






















57,946



57,946Total shareholders equity


1,246,150



14,746



455,888



94,765



421,853



(987,252
)


1,246,150Total liabilities and shareholders equity

$
1,888,649


$
175,552


$
707,760


$
769,581


$
611,260


$
(1,694,522
)

$
2,458,280  F-52




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  CONDENSED
    CONSOLIDATING STATEMENTS OF OPERATIONS
    For the Year Ended December 31, 2006
  STATS


STATS


STATS





Non-ChipPAC


ChipPAC,


ChipPAC


Guarantor


GuarantorLtd.


Inc.


Korea


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenues

$
501,660


$
39,870


$
573,502


$
1,070,609


$
289,434


$
(858,142
)

$
1,616,933Cost of revenues


(400,330
)


(75
)


(490,533
)


(950,922
)


(240,838
)


791,925



(1,290,773
)Gross profit


101,330



39,795



82,969



119,687



48,596



(66,217
)


326,160Operating expenses:Selling, general and administrative


57,018



26,970



12,453



86,268



12,030



(55,273
)


139,466Research and development


10,253



5,781



10,408



13,692



1,334



(11,022
)


30,446Restructuring charges


1,938























1,938Total operating expenses


69,209



32,751



22,861



99,960



13,364



(66,295
)


171,850Operating income (loss)


32,121



7,044



60,108



19,727



35,232



78



154,310Other income (expense), net:Interest income


3,468



27



389



2,776



811



(2,070
)


5,401Interest expense


(35,198
)


(7,145
)


(3,507
)






(2,036
)


2,070



(45,816
)Foreign currency exchange gain (loss)


89



(1
)


(2,874
)


2,304



(1,142
)


46



(1,578
)Equity gain from investment in equity investee


152























152Equity gain from investment in subsidiaries


74,478



2,520







12,741







(89,739
)


Dividend income from subsidiary


2,903



















(2,903
)


Other non-operating income (expense), net


195



(600
)


(2
)


219



296







108Total other income (expense), net


46,087



(5,199
)


(5,994
)


18,040



(2,071
)


(92,596
)


(41,733
)Income before income taxes


78,208



1,845



54,114



37,767



33,161



(92,518
)


112,577Income tax expense


(1,400
)


(1,451
)


(19,624
)


(1,840
)


(1,444
)






(25,759
)Income before minority interest


76,808



394



34,490



35,927



31,717



(92,518
)


86,818Minority interest






















(10,010
)


(10,010
)Net income

$
76,808


$
394


$
34,490


$
35,927


$
31,717


$
(102,528
)

$
76,808  F-53




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  CONDENSED
    CONSOLIDATING STATEMENTS OF CASH FLOWS
    For the Year Ended December 31, 2006
  STATS


STATS





Non-STATS


ChipPAC,


ChipPAC


Guarantor


GuarantorChipPAC Ltd.


Inc.


Korea


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCash Flows From Operating ActivitiesNet income

$
76,808


$
394


$
34,490


$
35,927


$
31,717


$
(102,528
)

$
76,808Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


86,748



1,698



53,207



75,173



49,570



(79
)


266,317Amortization of leasing prepayments


7,386























7,386Debt issuance cost amortization


2,262



109



















2,371Loss (gain) on sale of property, plant and equipment


852







(16
)


(58
)


473







1,251Accretion of discount on convertible notes


6,618























6,618Loss on redemption of convertible notes






500



















500Foreign currency exchange loss (gain)


(220
)














1,024



(46
)


758Share-based compensation


4,150



1,762



5,244



1,429



1,103







13,688Deferred income taxes


1,400



1,300



19,515



(2,069
)


(293
)






19,853Minority interest in income of subsidiary






















10,010



10,010Equity gain from investment in subsidiaries


(74,479
)


(2,520
)






(12,741
)






89,740



Equity gain from investment in equity investee


(152
)






















(152
)Gain on sale of marketable securities


















(5
)






(5
)Others


487



1



175



136



210







1,009Changes in operating working capital:Accounts receivable


15,170











(23,298
)


5,339







(2,789
)Amounts due from affiliates


(120,238
)


49,490



(6,398
)


2,547



(12,221
)


91,124



4,304Inventories


(11,631
)






(9,984
)


(1,893
)


(8,760
)






(32,268
)Other receivables, prepaid expenses and other assets


6,358



220



(451
)


(518
)


1,746







7,355Accounts payable, accrued operating expenses and other payables


2,973



(1,366
)


10,070



1,781



31,316







44,774Amounts due to affiliates


10,052



(630
)


(13,953
)


90,932



4,706



(91,124
)


(17
)Net cash provided by operating activities


14,544



50,958



91,899



167,348



105,925



(2,903
)


427,771Cash Flows From Investing ActivitiesProceeds from sales of marketable securities

$



$



$



$



$
35,391


$



$
35,391Proceeds from maturity of marketable securities


















20,841







20,841Purchases of marketable securities


















(80,866
)






(80,866
)Cash injection in subsidiaries


(7,517
)










(54,500
)






62,017



Investment in equity investee


(10,154
)






















(10,154
)Acquisition of intangible assets


(1,835
)


(698
)


(1,151
)


(2,314
)


(421
)






(6,419
)Purchases of property, plant and equipment


(96,176
)


(219
)


(94,167
)


(71,989
)


(157,913
)


26,821



(393,643
)Proceeds from sale of assets held for sale


















4,027







4,027Others, net


12,100



1



6,139



7,198



6,423



(26,821
)


5,040Net cash used in investing activities


(103,582
)


(916
)


(89,179
)


(121,605
)


(172,518
)


62,017



(425,783
)Cash Flows From Financing ActivitiesRepayment of short-term debts

$



$



$
(21,496
)

$



$
(20,794
)

$



$
(42,290
)Repayment of long-term debts










(690
)






(26,937
)






(27,627
)Proceeds from issuance of shares, net of expenses


13,254















62,017



(62,017
)


13,254Repurchase and redemption of senior and convertible notes






(50,500
)


















(50,500
)Proceeds from bank borrowings










16,653







43,655







60,308Decrease in restricted cash










116







1,511







1,627Capital lease payments










(7,091
)














(7,091
)Distribution to minority interest in subsidiary


















(5,445
)


2,903



(2,542
)Net cash provided by (used in) financing activities


13,254



(50,500
)


(12,508
)






54,007



(59,114
)


(54,861
)Net increase (decrease) in cash and cash equivalents


(75,784
)


(458
)


(9,788
)


45,743



(12,586
)






(52,873
)Effect of exchange rate changes on cash and cash equivalents


















(390
)






(390
)Cash and cash equivalents at beginning of the year


144,841



635



32,291



9,865



37,088







224,720Cash and cash equivalents at end of the year

$
69,057


$
177


$
22,503


$
55,608


$
24,112


$



$
171,457  F-54




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  CONDENSED
    CONSOLIDATING BALANCE SHEETS
    As of December 30, 2007
  STATS


STATS


STATS





Non-ChipPAC


ChipPAC,


ChipPAC


Guarantor


GuarantorLtd.


Inc.


Korea


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedASSETSCurrent assets:Cash and cash equivalents

$
91,813


$
793


$
25,224


$
65,152


$
30,479


$



$
213,461Short-term marketable securities


















29,230







29,230Accounts receivable, net


72,827











183,486



15,047







271,360Amounts due from affiliates


440,518



143,154



38,005



142,288



65,932



(820,605
)


9,292Other receivables


2,527



195



2,716



709



730







6,877Inventories


19,614







38,516



11,680



13,502







83,312Prepaid expenses and other current assets


5,276



575



2,589



10,595



3,285







22,320Total current assets


632,575



144,717



107,050



413,910



158,205



(820,605
)

$
635,852Long-term marketable securities


15,296























15,296Long-term amounts due from affiliates


















6,852







6,852Property, plant and equipment, net


280,371



3,853



382,420



285,975



323,871







1,276,490Investment in equity investee


10,350























10,350Investment in subsidiaries


995,948



14,968







111,167







(1,122,083
)


Intangible assets


5,646



2,044



1,586



28,451



3,027







40,754Goodwill










316,067



125,800



103,882



2,209



547,958Long-term restricted cash










629



614



369







1,612Prepaid expenses and other non-current assets


15,055



144



27,061



1,262



18,268







61,790Total assets

$
1,955,241


$
165,726


$
834,813


$
967,179


$
614,474


$
(1,940,479
)

$
2,596,954LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts and other payables

$
14,024


$
269


$
76,254


$
28,511


$
45,242


$



$
164,300Payables related to property, plant and equipment purchases


13,422







35,486



11,350



10,486







70,744Accrued operating expenses


48,028



8,589



12,091



28,965



11,843







109,516Income taxes payable






68



7,682



2,650



6,850







17,250Short-term borrowings


50,000















300







50,300Amounts due to affiliates


58,447



6,332



87,560



622,577



47,340



(820,605
)


1,651Current obligations under capital leases


























Current installments of long-term debts


21,991



134,500



6,000



20,000



7,990







190,481Total current liabilities


205,912



149,758


$
225,073


$
714,053


$
130,051



(820,605
)

$
604,242Long-term debts, excluding current installments installments


365,000







6,600



26,800



25,453







423,853Other non-current liabilities


360







95,377



19,067



10,289







125,093Total liabilities


571,272



149,758



327,050



759,920



165,793



(820,605
)


1,153,188Minority interest






















59,797



59,797Total shareholders equity


1,383,969



15,968



507,763



207,259



448,681



(1,179,671
)


1,383,969Total liabilities and shareholders equity

$
1,955,241


$
165,726


$
834,813


$
967,179


$
614,474


$
(1,940,479
)

$
2,596,954  F-55




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  CONDENSED
    CONSOLIDATING STATEMENTS OF OPERATIONS
    For the Year Ended December 30, 2007
  STATS


STATS


STATS





Non-ChipPAC


ChipPAC,


ChipPAC


Guarantor


GuarantorLtd.


Inc.


Korea


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet revenues

$
432,058


$
36,101


$
613,248


$
1,190,582


$
333,329


$
(953,758
)

$
1,651,560Cost of revenues


330,428







526,608



1,077,722



278,235



(882,709
)


1,330,284Gross profit


101,630



36,101



86,640



112,860



55,094



(71,049
)


321,276Operating expenses:Selling, general and administrative


54,715



25,993



15,336



63,420



9,887



(56,758
)


112,593Research and development


13,931



5,698



10,262



17,507



1,833



(14,313
)


34,918Tender offer expenses


10,119



803



















10,922Impairment of assets held for sale














1,725











1,725Restructuring charges


990























990Total operating expenses


79,755



32,494



25,598



82,652



11,720



(71,071
)


161,148Operating income


21,875



3,607



61,042



30,208



43,374



22



160,128Other income (expense), net:Interest income


3,807



5



425



4,081



971



(2,031
)


7,258Interest expense


(33,904
)


(3,435
)


(3,094
)


(752
)


(1,296
)


2,031



(40,450
)Foreign currency exchange gain (loss)


1,968



(2
)


322



181



18







2,487Equity gain from investment in equity investee


102























102Equity gain from investment in subsidiaries


99,636



263







24,735







(124,634
)


Dividend income from subsidiary


5,486



















(5,486
)


Other non-operating income (expense), net


(3,286
)


(68
)


3,429



(809
)


292







(442
)Total other income (expense), net


73,809



(3,237
)


1,082



27,436



(15
)


(130,120
)


(31,045
)Income before income taxes


95,684



370



62,124



57,644



43,359



(130,098
)


129,083Income tax expense


2,000



3,630



11,402



3,953



8,596







29,581Income before minority interest


93,684



(3,260
)


50,722



53,691



34,763



(130,098
)


99,502Minority interest






















(5,818
)


(5,818
)Net income (loss)

$
93,684


$
(3,260
)

$
50,722


$
53,691


$
34,763


$
(135,916
)


93,684  F-56




---



##### Table of Contents



STATS CHIPPAC LTD. AND SUBSIDIARIES
   NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In thousands of U.S. Dollars (except per share data)
  CONDENSED
    CONSOLIDATING STATEMENTS OF CASH FLOWS
    For the Year Ended December 30, 2007
  STATS


STATS





Non-STATS


ChipPAC,


ChipPAC


Guarantor


GuarantorChipPAC Ltd.


Inc.


Korea


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCash Flows From Operating ActivitiesNet income (loss)


93,684



(3,260
)


50,722



53,691



34,763



(135,916
)


93,684Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


84,095



1,176



65,509



53,761



49,818



(7
)


254,352Amortization of leasing prepayments


11























11Debt issuance cost amortization


2,446



115



















2,561Loss (gain) on sale of property, plant and equipment


1,090







(1
)


(36
)


(1,070
)






(17
)Impairment of assets held for sale














1,725











1,725Accretion of discount on convertible notes


4,830























4,830Foreign currency exchange loss (gain)


(16
)














755



(15
)


724Share-based compensation


3,192



868



3,958



663



188







8,869Deferred income taxes


2,000



3,613



(9,079
)


(1,123
)


914







(3,675
)Minority interest in income of subsidiary






















5,818



5,818Equity gain from investment in subsidiaries


(99,636
)


(263
)






(24,735
)






124,634



Equity gain from investment in equity investee


(102
)






















(102
)Others


280







(17
)


59



1,282







1,604Changes in operating working capital:Accounts receivable


2,828











(30,059
)


(350
)






(27,581
)Amounts due from affiliates


55,562



9,580



(23,032
)


(48,686
)


(46,951
)


39,889



(13,638
)Inventories


17,382







3,354



(3,868
)


12,731







29,599Other receivables, prepaid expenses and other assets


4,091



605



6,597



(2,844
)


(1,337
)






7,112Accounts payable, accrued operating expenses and other payables


(21,209
)


(624
)


36,516



42,605



(12,996
)


(262
)


44,030Amounts due to affiliates


40,330



(10,420
)


12,162



(11,335
)


10,758



(39,889
)


1,606Net cash provided by operating activities


190,858



1,390



146,689



29,818



48,505



(5,748
)


411,512Cash Flows From Investing ActivitiesProceeds from sales of marketable securities

$



$



$



$



$
19,660


$



$
19,660Proceeds from maturity of marketable securities


2,614















20,985







23,599Purchases of marketable securities


















(27,450
)






(27,450
)Cash injection in subsidiaries


(60,214
)


















60,214



Acquisition of intangible assets


(2,247
)


(577
)


(446
)


(1,923
)


(1,569
)






(6,762
)Acquisition of business














(100,000
)










(100,000
)Purchases of property, plant and equipment


(43,237
)


(197
)


(145,307
)


(31,122
)


(46,525
)


34,100



(232,288
)Proceeds from sale of assets held for sale














657



21,172







21,829Others, net


16,049







6,983



4,228



9,164



(34,100
)


2,324Net cash used in investing activities


(87,035
)


(774
)


(138,770
)


(128,160
)


(4,563
)


60,214



(299,088
)Cash Flows From Financing ActivitiesRepayment of short-term debts

$



$



$
(48
)

$



$
(6,501
)

$



$
(6,549
)Repayment of long-term debts


(114,118
)






(5,070
)






(51,330
)






(170,518
)Proceeds from issuance of shares, net of expenses


19,851











58,500



1,452



(59,952
)


19,851Repurchase and redemption of senior and convertible notes


(36,800
)






















(36,800
)Proceeds from promissory notes














50,000











50,000Proceeds from bank borrowings


50,000







3,600







29,257







82,857Increase in restricted cash














(614
)


(17
)






(631
)Capital lease payments










(3,680
)














(3,680
)Distribution to minority interest in subsidiary


















(10,466
)


5,486



(4,980
)Net cash provided by (used in) financing activities


(81,067
)






(5,198
)


107,886



(37,605
)


(54,466
)


(70,450
)Net increase in cash and cash equivalents


22,756



616



2,721



9,544



6,337







41,974Effect of exchange rate changes on cash and cash equivalents


















30







30Cash and cash equivalents at beginning of the year


69,057



177



22,503



55,608



24,112







171,457Cash and cash equivalents at end of the year

$
91,813


$
793


$
25,224


$
65,152


$
30,479


$



$
213,461  F-57