content: <PAGE>
  
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                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
  
  
                                      FORM 8-K
  
  
                   Current Report Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934
  
  
                 Date of Report (date of earliest event reported):
                                   June 30, 2000
  
  
                                   CHIPPAC, INC.
                                   ____________
               (Exact name of registrant as specified in its charter)
  
  
  
          California                   333-91641                   77-0463-48
  ----------------------------   -------------------------     ------------------
  (State or other jurisdiction   (Commission File Number)         (IRS Employer
      of  incorporation)                                       Identification No.)
  
  
  
                                3151 Coronado Drive
                           Santa Clara, California 95054
  
                      (Address of principal executive offices)
                                     (Zip Code)
  
  
  
         Registrant's telephone number, including area code: (408) 486-5900
  
  
                                   Not Applicable
                              -----------------------
           (Former name or former address, if changed since last report)
  
  --------------------------------------------------------------------------------
  <PAGE>
  
  ITEM 2.        ACQUISITION OF INTERSIL TECHNOLOGY SDN.  BHD.
  
       On June 30, 2000, ChipPAC, Inc. (the "Company") completed its acquisition
  of Intersil Technology Sdn. Bhd., a Malaysian corporation ("Intersil
  Technology") and wholly-owned subsidiary of Sapphire Worldwide Investments,
  Inc., a British Virgin Islands corporation ("Sapphire" or the "Seller") and
  wholly-owned subsidiary of Intersil Corporation, a Delaware corporation
  ("Intersil"), pursuant to that Stock Purchase Agreement (the "Purchase
  Agreement"), dated as of June 30, 2000, by and among ChipPAC Limited, a Virgin
  Islands corporation ("ChipPAC Limited" or the "Buyer") and wholly-owned
  subsidiary of the Company, the Company, Sapphire and Intersil. In the
  acquisition, ChipPAC Limited acquired all of the outstanding equity interests in
  Intersil Technology and related intellectual property. In consideration
  therefor, the Seller received $52.5 million in cash and 17,500 shares of the
  Class C Preferred Stock of the Company. In addition, pursuant to the terms of
  the Purchase Agreement, during the period from June 1, 2000 to June 30, 2003,
  Intersil shall be entitled to receive additional contingent incentive payments
  based upon the achievement of milestones relating to the transfer of business
  currently subcontracted by Intersil to third parties. In the event that Intersil
  were to achieve all the milestones, the Buyer would pay to Intersil an
  additional sum of approximately $17.9 million in the aggregate. The cash portion
  of the consideration paid in connection with the acquisition was financed by
  amending the Company's senior credit facilities with Credit Suisse First Boston
  to provide for a term C loan for $55.0 million.
  
       Pursuant to the acquisition, the Buyer acquired Intersil Technology's
  semiconductor packaging and test operations located in Kuala Lumpur, Malaysia.
  In connection with the acquisition, the Buyer entered into a five-year supply
  agreement with Intersil under which the Company will supply Intersil and each of
  its current and future affiliates with their semiconductor packaging and test
  services requirements.  In addition, the Buyer entered into an intellectual
  property rights agreement pursuant to which Intersil assigned to the Company
  patents, copyrights and technical information used exclusively in or associated
  exclusively with the business of Intersil Technology.  Furthermore, Intersil
  granted to the Company a worldwide, non-exclusive, royalty-free license under
  other Intersil patents, copyrights and technical information which are also used
  in or related to the operation of Intersil Technology.  This license is
  perpetual and irrevocable. Any intellectual property rights in the bonding
  diagrams, test programs, maskworks and test boards uniquely related to Intersil
  products for which the Company expects to provide packaging and test services
  under the supply agreement is licensed to the Company only for use in providing
  those services.
  
       The summary of the provisions in the Purchase Agreement and related
  agreements set forth above is qualified in its entirety by reference to the
  Purchase Agreement and related agreements, which have been filed as exhibits to
  this Current Report on Form 8-K or incorporated herein by reference to the
  Company's Registration Statement on Form S-1, Registration No. 333-39428.
  
  ITEM 7.        FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                 EXHIBITS.
  
       (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
  
                                         2
  <PAGE>
  
                                                                              Page
                                                                              ----
  
       Annual Financial Statements for Intersil Technology Sdn. Bhd.
  
            Independent Certified Public Accountants' Report                  F-1
  
            Balance Sheet as of July 3, 1998 and July 2, 1999                 F-2
  
            Statement of Income for the Fiscal Years Ended,
                 June 27, 1997, July 3, 1998 and July 2, 1999                 F-3
  
            Statement of Cash Flows for the Fiscal Years Ended
                 June 27, 1997, July 3, 1998 and July 2, 1999                 F-4
  
            Notes to Financial Statements                                     F-5
  
       Interim Financial Statements (unaudited) for Intersil Technology Sdn. Bhd.
  
            Condensed Balance Sheets as of July 2, 1999 and March 31, 2000    F-9
  
            Condensed Statements of Income for the Nine Months Ended
                 April 2, 1999 and March 31, 2000                             F-10
  
            Condensed Statements of Cash Flows for the Nine Months Ended
                 April 2, 1999 and March 31, 2000                             F-11
  
            Notes to Condensed Consolidated Financial Statements              F-12
  
       (b) PRO FORMA FINANCIAL INFORMATION
                                                                              Page
                                                                              ----
  
       Unaudited Pro Forma Combined Condensed Financial Data
  
            Unaudited Pro Forma Combined Condensed Statement of
                 Operations for the Year Ended December 31, 1999             F-14
  
            Unaudited Pro Forma Combined Condensed Statement of
                 Operations for the Three Months Ended March 31, 1999        F-15
  
            Unaudited Pro Forma Combined Condensed Statement of
                 Operations for the Three Months Ended March 31, 2000        F-16
  
                                         3
  <PAGE>
  
            Notes to Unaudited Pro Forma Combined Condensed Statement
                 of Operations                                               F-17
  
            Unaudited Pro Forma Balance Sheet as of March 31, 2000           F-20
  
            Notes to Unaudited Pro Forma Balance Sheet                       F-21
  
  
       (c)  EXHIBITS
  
            2.1  Stock Purchase Agreement among ChipPAC Limited, the Company,
                 Sapphire Worldwide Investments, Inc. and Intersil Corporation
                 dated as of June 30, 2000.
  
            10.1 Supply Agreement entered into as of June 30, 2000 by and between
                 ChipPAC Limited and Intersil Corporation.  (1)
  
            10.2 Intellectual Property Rights Agreement entered into as of June
                 30, 2000 between Intersil Corporation and ChipPAC Limited.  (2)
  
            10.3 Amendment No. 1 to Amended and Restated Registration Agreement
                 entered into as of June 30, 2000 by and among the Company,
                 Sapphire Worldwide Investments, Inc. and certain listed parties
                 thereto. (3)
  
            10.4 Shareholders Agreement made as of June 30, 2000 by and among the
                 Company, certain listed parties thereto, the SXI Group (as
                 defined therein) and Sapphire Worldwide Investments, Inc. (4)
  
            10.5 Credit Agreement, dated as of August 5, 1999, as amended and
                 restated as of June 30, 2000, by and among ChipPAC International
                 Company Limited, the Company, the Lenders listed therein and
                 Credit Suisse First Boston, as Administrative Agent, Sole Lead
                 Manager and Collateral Agent. (5)
  
            23.1 Consent of Ernst & Young LLP.
  
  ______________________________
  
  (1)  Incorporated by reference to Exhibit 10.33 to the Company's Registration
       Statement on Form S-1, Registration No. 333-39428 (the "Form S-1").
  (2)  Incorporated by reference to Exhibit 10.32 to the Form S-1.
  (3)  Incorporated by reference to Exhibit 10.5.1 to the Form S-1.
  (4)  Incorporated by reference to Exhibit 10.34 to the Form S-1.
  (5)  Incorporated by reference to Exhibit 10.1 to the Form S-1.
  
                                         4
  <PAGE>
  
                                     SIGNATURE
  
            Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                   ChipPAC, Inc.
  
  Date: July 14, 2000                 By:  /s/ Robert Krakauer
                                           ------------------------------------
                                                 Robert Krakauer
                                                 Senior Vice President and
                                                 Chief Financial Officer
  
                                         5
  <PAGE>
  
                  Independent Certified Public Accountants' Report
  
  Board of Directors
  Intersil Holding Corporation
  
     We have audited the accompanying balance sheets of Intersil Technology Sdn.
  Bhd. (the "Company"), which is wholly-owned by Intersil Holding Corporation
  ("Intersil"), as of July 2, 1999 and July 3, 1998 and the related statements of
  income and cash flows for each of the three fiscal years in the period ended
  July 2, 1999. These financial statements are the responsibility of Intersil's
  management. Our responsibility is to express an opinion on these financial
  statements based on our audits.
  
     We conducted our audits in accordance with auditing standards generally
  accepted in the United States. Those standards require that we plan and perform
  the audit to obtain reasonable assurance about whether the financial statements
  are free of material misstatement. An audit includes examining, on a test
  basis, evidence supporting the amounts and disclosures in the financial
  statements. An audit also includes assessing the accounting principles used and
  significant estimates made by management, as well as evaluating the overall
  financial statement presentation. We believe that our audits provide a
  reasonable basis for our opinion.
  
     The accompanying consolidated financial statements were prepared on the
  basis of presentation as described in Note A. The results of operations are not
  necessarily indicative of the results of operations that would be recorded by
  the Company on a stand-alone basis.
  
     In our opinion, the financial statements referred to above present fairly,
  in all material respects, the financial position of the Company at July 2, 1999
  and July 3, 1998 and the results of its operations and its cash flows for each
  of the three fiscal years in the period ended July 2, 1999, on the basis
  described in Note A, in conformity with accounting principles generally
  accepted in the United States.
  
  /s/ Ernst & Young LLP
  
  May 16, 2000
  Jacksonville, Florida
  
                                        F-1
  <PAGE>
  
                           Intersil Technology Sdn. Bhd.
  
                                   BALANCE SHEET
                                   (In thousands)
  
  <TABLE>
  <CAPTION>
                                                                July 3,  July 2,
                                                                  1998     1999
                                                                -------- --------
  <S>                                                           <C>      <C>
                             ASSETS
                             ------
  
  Current assets:
    Cash....................................................... $    131 $    802
    Short-term investments.....................................      651    2,952
    Inventories................................................    5,886    6,528
    Prepaid expenses and other current assets..................      656      847
    Due from parent............................................  125,139   45,502
    Deferred income taxes......................................      674      --
                                                                -------- --------
      Total current assets.....................................  133,137   56,631
  Plant and equipment, net.....................................  116,795  118,619
  Deferred income taxes........................................      732      275
                                                                -------- --------
      Total assets............................................. $250,664 $175,525
                                                                ======== ========
  
              LIABILITIES AND STOCKHOLDER'S EQUITY
              ------------------------------------
  
  Current liabilities:
    Trade accounts payable..................................... $  7,691 $  7,310
    Accrued compensation.......................................    1,803    2,060
    Other accrued items........................................    3,611      765
    Deferred income taxes......................................      --        51
                                                                -------- --------
      Total current liabilities................................   13,105   10,186
  
  Stockholder's Equity:
    Common stock...............................................   81,092   81,092
    Additional paid-in capital.................................    5,923    5,923
    Retained earnings..........................................  150,544   78,324
                                                                -------- --------
                                                                 237,559  165,339
                                                                -------- --------
      Total liabilities and stockholder's equity............... $250,664 $175,525
                                                                ======== ========
  </TABLE>
  
  
                         See notes to financial statements.
  
                                        F-2
  <PAGE>
  
                           Intersil Technology Sdn. Bhd.
  
                                STATEMENT OF INCOME
                                   (In thousands)
  
  <TABLE>
  <CAPTION>
                                                          Fiscal Year Ended
                                                       --------------------------
                                                        June
                                                         27,    July 3,  July 2,
                                                        1997     1998      1999
                                                       -------  -------  --------
  <S>                                                  <C>      <C>      <C>
  Revenue:
    Intercompany sales................................ $83,674  $80,376  $110,504
  Costs and expenses:
    Cost of intercompany sales........................  69,073   70,110    94,426
    Interest income...................................    (160)    (139)     (134)
    Other.............................................      95       57        69
                                                       -------  -------  --------
  Income before income taxes..........................  14,666   10,348    16,143
  Pro forma income tax expense/(benefit)..............   3,060   (5,911)    1,182
                                                       -------  -------  --------
  Net income.......................................... $11,606  $16,259  $ 14,961
                                                       =======  =======  ========
  </TABLE>
  
  
  
  
                         See notes to financial statements.
  
                                        F-3
  <PAGE>
  
                           Intersil Technology Sdn. Bhd.
  
                              STATEMENT OF CASH FLOWS
                                   (In thousands)
  
  <TABLE>
  <CAPTION>
                                                   June 27,  July 3,   July 2,
                                                     1997      1998      1999
                                                   --------  --------  --------
  <S>                                              <C>       <C>       <C>
  Operating Activities:
  Net income...................................... $ 11,606  $ 16,259  $ 14,961
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization.................   12,308    14,823    18,289
    Deferred income taxes.........................    2,300    (5,950)    1,182
    Changes in assets and liabilities
      Inventories.................................    6,757       353      (642)
      Prepaid expenses and other current assets...       18       102      (191)
      Due from parent.............................   16,077    16,758    79,636
      Due from affiliates.........................    3,672       --        --
      Trade payables and accrued liabilities......    3,391     1,392    (2,969)
                                                   --------  --------  --------
        Net cash provided by operating
         activities...............................   56,129    43,737   110,266
  
  Investing Activities:
  Purchases of short-term investments, net........      (27)     (624)   (2,301)
  Purchases of plant and equipment................  (37,016)  (38,798)  (20,113)
                                                   --------  --------  --------
        Net cash used in investing activities.....  (37,043)  (39,422)  (22,414)
  
  Financing Activities:
  Dividends paid to parent........................  (17,036)      --    (91,877)
  Net cash transfers and billings from (to)
   parent.........................................   (1,583)   (6,146)    4,696
                                                   --------  --------  --------
        Net cash used in financing activities.....  (18,619)   (6,146)  (87,181)
  Net increase (decrease) in cash.................      467    (1,831)      671
  Cash at beginning of period.....................    1,495     1,962       131
                                                   --------  --------  --------
  Cash at end of period........................... $  1,962  $    131  $    802
                                                   ========  ========  ========
  </TABLE>
  
  
                         See notes to financial statements.
  
                                        F-4
  <PAGE>
  
                           Intersil Technology Sdn. Bhd.
  
                           NOTES TO FINANCIAL STATEMENTS
  
                                    July 2, 1999
  
  NOTE A--ORGANIZATION AND BASIS OF PRESENTATION
  
     Intersil Technology Sdn. Bhd. (the "Company"), a Malaysian corporation
  located in Kuala Lumpur, Malaysia, is a wholly-owned subsidiary of Intersil
  Corporation ("Intersil"), which is a wholly-owned subsidiary of Intersil
  Holding Corporation ("Intersil Holding"). The Company's principal activities
  include the assembly and testing of integrated circuits for Intersil. All
  revenue transactions are intercompany.
  
     Intersil Holding was formed on August 13, 1999 through a series of
  transactions, in which Intersil Holding acquired the Semiconductor Business of
  Harris Corporation ("Harris"), which included Harris Advanced Technology Sdn.
  Bhd., the predecessor of the Company.
  
     On May 5, 2000, Intersil Holding announced that it entered into a Letter of
  Intent to sell 100% of the issued and outstanding capital stock of the Company
  to ChipPAC, Inc. ("ChipPAC") and will enter into an outsourcing agreement with
  ChipPAC for its assembly and testing requirements. The Letter of Intent does
  not include finished goods inventory and all die and wafer inventory which will
  be retained by Intersil. Accordingly, the accompanying financial statements
  include the assets, liabilities and results of operations for the assembly and
  testing operations of the Company that are to be sold as part of the Letter of
  Intent.
  
     Interest expense of Intersil has not been allocated to the Company.
  
  NOTE B--SIGNIFICANT ACCOUNTING POLICIES
  
  Fiscal Year
  
     The 1997 fiscal year includes the 52 weeks ended June 27, 1997; fiscal year
  1998 includes the 53 weeks ended July 3, 1998; and fiscal year 1999 includes
  the 52 weeks ended July 2, 1999.
  
  Short-Term Investments
  
     Short-term investments consist of certificates of deposit which are due in
  one year or less. Certificates of deposit are readily convertible to cash and
  are stated at cost.
  
  Inventories
  
     Inventories are carried at the lower of standard cost, which approximates
  actual cost, determined by the First-In-First-Out (FIFO) method, or market.
  Inventories represent raw materials and supplies (exclusive of die stock
  received from Intersil), labor and overhead held for or incurred in the course
  of performing contract manufacturing activities on behalf of Intersil.
  
  Plant and Equipment
  
     Plant and equipment are carried on the basis of cost. The estimated useful
  lives of buildings range between 8 and 45 years. The estimated useful lives of
  machinery and equipment range between 5 and 8 years. Leasehold improvements are
  amortized over the life of the lease. Depreciation of buildings and machinery
  and equipment is computed by straight-line and accelerated methods.
  
  Revenue Recognition
  
     All revenue transactions are with Intersil. The Company records revenue upon
  shipment to Intersil based upon cost plus a fixed mark-up, pursuant to an
  agreement with Intersil. Revenues and cost of intercompany sales exclude costs
  of die stock received from Intersil to be subject to the Company's processing
  activities.
  
                                        F-5
  <PAGE>
  
                           Intersil Technology Sdn. Bhd.
  
                     NOTES TO FINANCIAL STATEMENTS--(Continued)
  
  
  Income Taxes
  
     Income taxes have been provided on a pro forma basis related to the
  operations of the Company presented as described in footnote A "Organization
  and Basis of Presentation". The Company follows the liability method of
  accounting for income taxes. Deferred income taxes are provided for temporary
  differences between the financial reporting basis and the tax basis of the
  Company's assets and liabilities.
  
  Financial Instruments
  
     The carrying values of short-term investments and accounts payable
  approximate their fair values.
  
  Asset Impairment
  
     The Company accounts for long-lived asset impairment under Statement of
  Financial Accounting Standards No. 121, Accounting for the Impairment of Long-
  Lived Assets and for Long-Lived Assets to Be Disposed Of. The Company
  recognizes impairment losses on long-lived assets used in operations when
  indicators of impairment are present and the undiscounted cash flows estimated
  to be generated by those assets are less than the assets' carrying amounts. The
  impairment loss is measured by comparing the fair value of the asset to its
  carrying amount. Fair value is estimated based on discounted future cash flows.
  Long-lived assets to be disposed of are recorded at the lower of their carrying
  amount or estimated fair value less cost to sell.
  
  Foreign Currency Translation
  
     The functional currency of the Company is the U.S. dollar. Remeasurement
  gains and losses, resulting from the process of remeasuring non-U.S. dollar
  transactions and assets and liabilities into U.S. dollars, are included in cost
  of intercompany sales.
  
  Use of Estimates
  
     These statements have been prepared in conformity with generally accepted
  accounting principles and require management to make estimates and assumptions
  that affect the reported amounts of assets and liabilities and disclosure of
  contingent assets and liabilities at the date of the financial statements and
  the reported amounts of revenues and expenses during the reporting period.
  Actual results could differ from those estimates.
  
  NOTE C--ACCOUNTING PRONOUNCEMENTS
  
     In June 1998, the Financial Accounting Standards Board issued FAS No. 133,
  Accounting for Derivative Instruments and Hedging Activities. The statement
  establishes standards for recording derivative financial instruments and the
  recognition of gains or losses resulting from changes in the fair values of
  those instruments. The Company plans to adopt the new standard no later than
  the first quarter of fiscal 2001. However, the Company has not determined the
  anticipated impact of FAS No. 133.
  
  NOTE D--INVENTORIES
  
     Inventories are summarized below:
  
  <TABLE>
  <CAPTION>
                                                                   July 3, July 2,
                                                                    1998    1999
                                                                   ------- -------
                                                                   (In thousands)
     <S>                                                           <C>     <C>
     Work in process.............................................. $1,382  $3,384
     Raw materials and supplies...................................  4,504   3,144
                                                                   ------  ------
                                                                   $5,886  $6,528
                                                                   ======  ======
  </TABLE>
  
  
                                        F-6
  <PAGE>
  
                           Intersil Technology Sdn. Bhd.
  
                     NOTES TO FINANCIAL STATEMENTS--(Continued)
  
     At July 2, 1999, the Company was committed to purchase $12.9 million of
  inventory from suppliers. Management believes the cost of this inventory
  approximates current market value.
  
  NOTE E--PLANT AND EQUIPMENT
  
     Plant and equipment are summarized below:
  
  <TABLE>
  <CAPTION>
                                                                July 3,  July 2,
                                                                  1998     1999
                                                                -------- --------
                                                                 (In thousands)
     <S>                                                        <C>      <C>
     Leasehold improvements...................................  $    784 $    784
     Buildings................................................    36,544   38,614
     Machinery and equipment..................................   242,552  239,361
                                                                -------- --------
                                                                 279,880  278,759
     Less allowances for depreciation.........................   163,085  160,140
                                                                -------- --------
                                                                $116,795 $118,619
                                                                ======== ========
  </TABLE>
  
  NOTE F--STOCKHOLDER'S EQUITY
  
     Changes in the stockholder's equity are as follows:
  
  <TABLE>
  <CAPTION>
                                         Additional
                                 Common   Paid-in   Retained
                                  Stock   Capital   Earnings
                                 ------- ---------- --------
                                       (In thousands)
     <S>                         <C>     <C>        <C>
     Balance at July 1, 1996...  $81,092   $5,923   $147,444
       Net income..............      --       --      11,606
       Dividends paid to
        parent.................      --       --     (17,036)
       Net cash transfers and
        billings to Intersil...      --       --      (1,583)
                                 -------   ------   --------
     Balance at June 27, 1997..   81,092    5,923    140,431
       Net income..............      --       --      16,259
       Dividends paid to
        parent.................      --       --         --
       Net cash transfers and
        billings to Intersil...      --       --      (6,146)
                                 -------   ------   --------
     Balance at July 3, 1998...   81,092    5,923    150,544
       Net income..............      --       --      14,961
       Dividends paid to
        parent.................      --       --     (91,877)
       Net cash transfers and
        billings to Intersil...      --       --       4,696
                                 -------   ------   --------
     Balance at July 2, 1999...  $81,092   $5,923   $ 78,324
                                 =======   ======   ========
  </TABLE>
  
  NOTE G--INCOME TAXES (PRO FORMA)
  
     The Company incurs and pays tax exclusively in Malaysia. Pro forma income
  tax expense/(benefit) is summarized below:
  
  <TABLE>
  <CAPTION>
                                                         June 27, July 3,  July 2,
                                                           1997    1998     1999
                                                         -------- -------  -------
                                                              (In thousands)
     <S>                                                 <C>      <C>      <C>
     Current............................................  $  760  $    39  $  --
     Deferred...........................................   2,300   (5,950)  1,182
                                                          ------  -------  ------
                                                          $3,060  $(5,911) $1,182
                                                          ======  =======  ======
  </TABLE>
  
                                        F-7
  <PAGE>
  
                           Intersil Technology Sdn. Bhd.
  
                     NOTES TO FINANCIAL STATEMENTS--(Continued)
  
  
     In the year 2000, the Malaysian taxing authority will convert its income tax
  system to a self-assessment system. The new self-assessment system will require
  Malaysian corporate taxpayers to begin making estimated tax payments in the
  year 2000 based on year 2000 estimated taxable income. Currently, Malaysian
  corporate taxpayers submit tax payments following the year of assessment. In
  1999, the Company made Malaysian taxing payments based on 1998's taxable
  income. As a result of the change in the Malaysian taxing system, the Company
  will not be required to make tax payments on its 1999 Malaysian taxable income
  and, therefore, has not provided a current tax provision for Malaysian taxes in
  1999, which would have amounted to approximately $.9 million.
  
     The components of deferred income tax assets (liabilities) are as follows:
  
  <TABLE>
  <CAPTION>
                                            July 3, 1998        July 2, 1999
                                         ------------------- -------------------
                                         Current Non-Current Current Non-Current
                                         ------- ----------- ------- -----------
                                                     (In thousands)
  
     <S>                                 <C>     <C>         <C>     <C>
     Depreciation.......................  $--      $(6,373)   $--      $(8,881)
     Reinvestment allowance
      carryforward......................   --        7,105     --        9,156
     All other--net.....................   674         --      (51)        --
                                          ----     -------    ----     -------
                                          $674     $   732    $(51)    $   275
                                          ====     =======    ====     =======
  </TABLE>
  
     Income taxes paid were $8.3 million in 1997, $.1 million in 1998, and $0 in
  1999.
  
  NOTE H--LEASE COMMITTMENTS
  
     The Company leases land for its assembly and test facilities under leases
  that expire from 2072 to 2081. Total rental expense for the leased land
  amounted to $.05 million in 1997, $.03 million in 1998 and $.03 million in
  1999. Future minimum rental commitments under the land leases amounted to
  approximately $2.95 million at July 2, 1999. The commitments for the years
  following 1999 are: 2000--$.03 million, 2001--$.03 million, 2002--$.03 million,
  2003--$.03 million, 2004--$.03 million and $2.80 million thereafter.
  
                                        F-8
  <PAGE>
  
                           Intersil Technology Sdn. Bhd.
  
                              CONDENSED BALANCE SHEETS
                                   (In thousands)
  
  
  <TABLE>
  <CAPTION>
                                                           Predecessor  Successor
                                                             July 2,    March 31,
                                                              1999        2000
                                                           ----------- -----------
                                                                       (Unaudited)
                           ASSETS
                           ------
  
  <S>                                                      <C>         <C>
  Current assets:
    Cash, cash equivalents and restricted cash............  $    802    $  2,082
    Short-term investments................................     2,952         --
    Inventories...........................................     6,528       5,612
    Prepaids and other current assets.....................       847         373
    Due from parent.......................................    45,502         --
                                                            --------    --------
      Total current assets................................    56,631       8,067
  Property and equipment, net.............................   118,619      83,983
  Deferred income taxes...................................       275         --
                                                            --------    --------
      Total assets........................................  $175,525    $ 92,050
                                                            ========    ========
  
            LIABILITIES AND STOCKHOLDERS' EQUITY
            ------------------------------------
  
  Current liabilities:
    Trade accounts payable................................  $  7,310    $  7,369
    Accrued compensation..................................     2,060       1,932
    Other accrued items...................................       765         994
    Due to parent.........................................       --       14,934
    Deferred income taxes.................................        51         --
                                                            --------    --------
      Total current liabilities...........................    10,186      25,229
  Deferred income taxes...................................       --        4,622
                                                            --------    --------
    Total liabilities.....................................    10,186      29,851
  
  Stockholders' equity:
    Common stock..........................................    81,092      81,092
    Additional paid in capital............................     5,923       5,923
    Retained earnings.....................................    78,324     (24,816)
                                                            --------    --------
    Total stockholders' equity ...........................   165,339      62,199
                                                            --------    --------
      Total liabilities and stockholders' equity .........  $175,525    $ 92,050
                                                            ========    ========
  </TABLE>
  
        See accompanying notes to Intersil's condensed financial statements.
  
                                        F-9
  <PAGE>
  
                           Intersil Technology Sdn. Bhd.
  
                           CONDENSED STATEMENTS OF INCOME
                                   (In thousands)
                                    (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                               Nine Months Ended
                                                             ---------------------
                                                                         Successor
                                                             Predecessor Combined
                                                               April 2,  March 31,
                                                                1999       2000
                                                             ----------- ---------
  <S>                                                        <C>         <C>
  Revenues
    Intercompany sales......................................   $77,837    $68,473
  Costs and expenses
    Cost of intercompany sales..............................    66,712     58,566
  Interest income...........................................      (106)       (49)
  Other.....................................................        55         40
                                                               -------    -------
  Income before income taxes................................    11,176      9,916
  Pro forma income tax expense/(benefit)....................    (1,180)     6,528
                                                               -------    -------
  Net income ...............................................   $12,356    $ 3,388
                                                               =======    =======
  </TABLE>
  
  
  
        See accompanying notes to Intersil's condensed financial statements.
  
                                        F-10
  <PAGE>
  
                           Intersil Technology Sdn. Bhd.
  
                         CONDENSED STATEMENTS OF CASH FLOWS
                                   (In thousands)
                                    (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                             Nine Months Ended
                                                           ---------------------
                                                                       Successor
                                                           Predecessor Combined
                                                            April 2,   March 31,
                                                              1999       2000
                                                           ----------- ---------
  <S>                                                      <C>         <C>
  Operating Activities:
  Net income .............................................   $12,356    $ 3,388
  Adjustments to reconcile net income to cash provided by
   operating activities:
    Depreciation and amortization.........................    13,646     11,771
    Deferred income taxes.................................    (1,180)     4,846
    Changes in assets and liabilities:
      Inventories.........................................    (3,047)       916
      Prepaid expenses and other assets...................      (496)       475
      Due from parent.....................................     8,787     60,437
      Trade payables and accrued liabilities .............    (4,882)       159
                                                             -------    -------
        Net cash provided by operating activities.........    25,184     81,992
  
  Investing Activities:
  Sale of short-term investments, net.....................       651      2,952
  Purchases of plant and equipment........................   (14,836)    (3,896)
                                                             -------    -------
        Net cash used for investing activities............   (14,185)      (944)
  
  Financing Activities:
  Dividends paid to parent................................        --    (85,411)
  Net cash transfer and billings from (to) parent.........    (8,446)     5,643
                                                             -------    -------
        Net cash used for financing activities............    (8,446)   (79,768)
  Net increase in cash and cash equivalents...............     2,553      1,280
  Cash and cash equivalents at beginning of period........       131        802
                                                             -------    -------
  Cash and cash equivalents at end of period..............   $ 2,684    $ 2,082
                                                             =======    =======
  </TABLE>
  
  
        See accompanying notes to Intersil's condensed financial statements.
  
                                        F-11
  <PAGE>
  
  
                           Intersil Technology Sdn. Bhd.
  
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
                        For the Quarter Ended March 31, 2000
                                    (Unaudited)
  
  Note A--Organization and Basis of Presentation
  
     Intersil Technology Sdn. Bhd. (the "Company or "Successor"), a Malaysian
  corporation located in Kuala Lumpur, Malaysia, is a wholly-owned subsidiary of
  Intersil Corporation ("Intersil"), which is a wholly-owned subsidiary of
  Intersil Holding Corporation ("Intersil Holding"). The Company's principal
  activities include the assembly and testing of integrated circuits for
  Intersil. All revenue transactions are intercompany.
  
     Intersil Holding was formed on August 13, 1999 through a series of
  transactions, in which Intersil Holding acquired the Semiconductor Business of
  Harris Corporation ("Harris"), which included Harris Advanced Technology Sdn.
  Bhd. (Predecessor), the predecessor of the Company. The unaudited condensed
  consolidated balance sheet as of July 2, 1999 and the unaudited condensed
  consolidated statements of operations and cash flows for the nine months ended
  March 31, 1999, include the accounts of the Predecessor company. The unaudited
  combined condensed consolidated statements of operations and cash flows for the
  nine months ended March 31, 1999, include the accounts of the Predecessor
  company from July 3, 1999 to August 13, 1999.
  
     On May 5, 2000, Intersil Holding announced that it entered into a Letter of
  Intent to sell 100% of the issued and outstanding capital stock of the Company
  to ChipPAC Inc. ("ChipPAC") and will enter into an outsourcing agreement with
  ChipPAC for its assembly and testing requirements. The Letter of Intent does
  not include finished goods inventory and all die and wafer inventory, which
  will be retained by Intersil. Accordingly, the accompanying unaudited condensed
  financial statements include the assets, liabilities and results of operations
  for the assembly and testing operations of the Company that are to be sold as
  part of the Letter of Intent.
  
     Interest expense of Intersil has not been allocated to the Company.
  
     In the opinion of management, the accompanying unaudited condensed
  consolidated financial statements reflect all adjustments, all of which are of
  a normal recurring nature, necessary for a fair presentation of the results for
  these interim periods and are not necessarily indicative of full year results.
  This financial information should be read in conjunction with the audited
  financial statements and notes thereto for the year ended July 2, 1999.
  
  Note B--Inventories
  
  <TABLE>
  <CAPTION>
                                                                         Successor
                                                             Predecessor Combined
                                                               July 2,   March 31,
                                                                1999       2000
                                                             ----------- ---------
                                                                (In thousands)
     <S>                                                     <C>         <C>
     Raw materials..........................................   $3,144     $2,055
     Work-in-process........................................    3,384      3,557
                                                               ------     ------
       Total................................................   $6,528     $5,612
                                                               ======     ======
  </TABLE>
  
  
                                        F-12
  <PAGE>
  
                           Intersil Technology Sdn. Bhd.
  
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
  
  Note C--Recent Accounting Pronouncements
  
     In December 1999, the staff of the Securities and Exchange Commission issued
  Staff Accounting Bulletin No. 101 ("SAB 101") "Views on Selected Revenue
  Recognition Issues" which provides the staff's views in applying generally
  accepted accounting principles to selected revenue recognition issues. Adoption
  of SAB 101 is required by the second quarter of fiscal 2000. Management is
  currently evaluating SAB 101 and its effects on company revenue recognition
  policies and practices. At this time, management believes that there is no
  significant effect on the revenue recognition policies currently in place.
  
     In June 1998, the Financial Accounting Standards Board issued FAS No. 133,
  Accounting for Derivative Instruments and Hedging Activities. The statement
  establishes standards for recording derivative financial instruments and the
  recognition of gains or losses resulting from changes in the fair values of
  those instruments. The Company plans to adopt the new standard no later than
  the first quarter of fiscal 2001. However, the Company has not determined the
  anticipated impact of FAS No. 133.
  
                                        F-13
  <PAGE>
  
           Unaudited Pro Forma Combined Condensed Statement of Operations
                            Year Ended December 31, 1999
  
  <TABLE>
  <CAPTION>
                                                                                    ChipPAC, Inc.
                                          Recapitalization Malaysian  Acquisition     Pro Forma                  ChipPAC, Inc.
                            ChipPAC, Inc.    Pro Forma      Business   Pro Forma       Before      Offering        Pro Forma
                             Historical     Adjustments    Historical Adjustments     Offering    Adjustments     As Adjusted
                            ------------- ---------------- ---------- -----------   ------------- -----------    -------------
                                                        (in thousands, except per share data)
  <S>                       <C>           <C>              <C>        <C>           <C>           <C>            <C>
  Pro Forma Combined
   Condensed Statements of
   Operations:
  Revenues................    $375,530        $   --        $101,864    $   --        $477,394     $    --         $477,394
  Costs of revenues.......     317,488            --          85,952      1,687 (3)    405,127          --          405,127
                              --------        -------       --------    -------       --------     --------        --------
  Gross profit............      58,042            --          15,912     (1,687)        72,267          --           72,267
  Operating expenses:
   Selling, general and
    administrative........      21,219            --             --         --          21,219          --           21,219
   Research and
    development...........      12,362            --             --         --          12,362          --           12,362
   Change of control
    expense...............      11,842        (11,842)(1)        --         --             --           --              --
                              --------        -------       --------    -------       --------     --------        --------
  Operating income........      12,619         11,842         15,912     (1,687)        38,686          --           38,686
  Interest expense........      21,241         12,976 (2)        --       5,844 (4)     40,061      (20,809)(6)      19,252
  Interest income.........      (2,751)           --             (86)       --          (2,837)         --           (2,837)
  Foreign currency gain...      (1,224)           --             --         --          (1,224)         --           (1,224)
  Other income............        (650)           --             102        --            (548)         --             (548)
                              --------        -------       --------    -------       --------     --------        --------
  Income (loss) before
   provision for income
   taxes..................      (3,997)        (1,134)        15,896     (7,531)         3,234       20,809          24,043
  Provision (benefit) for
   income taxes...........       1,938           (227)         7,745     (8,809)(5)        647        4,162 (5)       4,809
                              --------        -------       --------    -------       --------     --------        --------
   Net income (loss) from
    continuing
    operations............    $ (5,935)       $  (907)      $  8,151    $ 1,278       $  2,587     $ 16,647        $ 19,234
                              ========        =======       ========    =======       ========     ========        ========
   Net income (loss)
    available to common
    stockholders(7).......    $(11,528)       $(6,103)      $  8,151    $   403       $ (7,704)    $ 26,678        $ 18,974
                              ========        =======       ========    =======       ========     ========        ========
  Earnings per common
   share:
  Basic...................                                                                                         $   0.33
  Diluted.................                                                                                             0.33
  
  Weighted average common
   shares outstanding:
  Basic ..................                                                                                           57,590
  Diluted(8) .............                                                                                           58,132
  
  Other Data:
  Dividends accreted on
   Class B preferred
   stock(9)...............       3,554          5,196            --         --           8,750       (8,750)            --
  Dividends accreted on
   Class A convertible
   preferred stock(10)....         406            --             --         --             406         (406)            --
  Dividends accreted on
   Class C preferred
   stock(11)..............         --             --             --         875            875         (875)            --
  Accretion of recorded
   value of the Intel
   warrant................         260            --             --         --             260          --              260
  </TABLE>
  -------------------
  See Notes to Unaudited Pro Forma Combined Condensed Statement of Operations.
  
                                       F-14
  <PAGE>
  
           Unaudited Pro Forma Combined Condensed Statement of Operations
                         Three Months Ended March 31, 1999
  
  <TABLE>
  <CAPTION>
                                                                                    ChipPAC, Inc.
                                          Recapitalization Malaysian  Acquisition     Pro Forma                 ChipPAC, Inc.
                            ChipPAC, Inc.    Pro Forma      Business   Pro Forma       Before      Offering       Pro Forma
                             Historical     Adjustments    Historical Adjustments     Offering    Adjustments    As Adjusted
                            ------------- ---------------- ---------- -----------   ------------- -----------   -------------
                                                        (in thousands, except per share data)
  <S>                       <C>           <C>              <C>        <C>           <C>           <C>           <C>
  Pro Forma Combined
   Condensed Statements of
   Operations:
  Revenues................     $85,548        $   --        $23,647     $   --        $109,195      $  --         $109,195
  Costs of revenues.......      72,131            --         19,908         422 (3)     92,461         --           92,461
                               -------        -------       -------     -------       --------      ------        --------
  Gross profit............      13,417            --          3,739        (422)        16,734         --           16,734
  Operating expenses:
   Selling, general and
    administrative........       4,511            --            --          --           4,511                       4,511
   Research and
    development...........       3,003            --            --          --           3,003         --            3,003
                               -------        -------       -------     -------       --------      ------        --------
  Operating income........       5,903            --          3,739        (422)         9,220                       9,220
  Interest expense........       3,007          5,547 (2)       --        1,461 (4)     10,015      (5,202)(6)       4,813
  Interest income.........        (950)           --            (20)        --            (970)        --             (970)
  Foreign currency gain...        (946)           --            --          --            (946)        --             (946)
  Other income............        (127)           --             15         --            (112)        --             (112)
                               -------        -------       -------     -------       --------      ------        --------
  Income (loss) before
   provision for income
   taxes..................       4,919         (5,547)        3,744      (1,883)         1,233       5,202           6,435
  Provision (benefit) for
   income taxes...........       3,115         (1,109)(5)       --       (1,759)(5)        247       1,040 (5)       1,287
                               -------        -------       -------     -------       --------      ------        --------
   Net income (loss)......     $ 1,804        $(4,438)      $ 3,744     $  (124)      $    986      $4,162        $  5,148
                               =======        =======       =======     =======       ========      ======        ========
   Net income (loss)
    available to common
    stockholders(7).......     $ 1,804        $(6,626)      $ 3,744     $  (343)      $ (1,421)     $6,569        $  5,148
                               =======        =======       =======     =======       ========      ======        ========
  Earnings per common
   shares:
  Basic...................                                                                                        $   0.09
  Diluted.................                                                                                        $   0.09
  Weighted average common
   shares outstanding:
  Basic...................                                                                                          56,491
  Diluted(8)..............                                                                                          56,491
  Other Data:
  Dividends accreted on
   Class B preferred
   stock(9)...............         --           2,188           --          --           2,188      (2,188)            --
  Dividends accreted on
   Class A convertible
   preferred stock(10)....         --             --            --          --             --          --              --
  Dividends accreted on
   Class C preferred
   stock(11)..............         --             --            --          219            219        (219)            --
  </TABLE>
  -------------------
  See Notes to Unaudited Pro Forma Combined Condensed Statement of Operations.
  
                                       F-15
  <PAGE>
  
           Unaudited Pro Forma Combined Condensed Statement of Operations
                         Three Months Ended March 31, 2000
  
  <TABLE>
  <CAPTION>
                                                                   ChipPAC, Inc.
                                          Malaysian  Acquisition     Pro Forma                 ChipPAC Pro
                            ChipPAC, Inc.  Business   Pro Forma       Before      Offering        Forma
                             Historical   Historical Adjustments     Offering    Adjustments   As Adjusted
                            ------------- ---------- -----------   ------------- -----------   -----------
                                        (in thousands, except per share data)
  <S>                       <C>           <C>        <C>           <C>           <C>           <C>
  Pro Forma Combined
   Condensed Statements of
   Operations:
  Revenues................     $97,469     $22,923     $   --        $120,392      $  --        $120,392
  Costs of revenues.......      77,044      20,185         422 (3)     97,651         --          97,651
                               -------     -------     -------       --------      ------       --------
  Gross profit............      20,425       2,738        (422)        22,741         --          22,741
  Operating expenses:
   Selling, general and
    administrative........       7,099         --          --           7,099         --           7,099
   Research and
    development...........       2,631         --          --           2,631         --           2,631
                               -------     -------     -------       --------      ------       --------
  Operating income........      10,695       2,738        (422)        13,011         --          13,011
  Interest expense........       8,764         --        1,461 (4)     10,225      (5,523)(6)      4,702
  Interest income.........        (238)        (10)        --            (248)        --            (248)
  Foreign currency gain...        (399)        --          --            (399)        --            (399)
  Other income............        (134)         18         --            (116)        --            (116)
                               -------     -------     -------       --------      ------       --------
  Income (loss) before
   provision for income
   taxes..................       2,702       2,730      (1,883)         3,549       5,523          9,072
  Provision (benefit) for
   income taxes...........         542       3,165      (2,997)(5)        710       1,105 (5)      1,815
                               -------     -------     -------       --------      ------       --------
   Net income (loss)......     $ 2,160     $  (435)    $  1114       $  2,839      $4,418       $  7,257
                               =======     =======     =======       ========      ======       ========
   Net income (loss)
    available to common
    stockholders(7).......     $  (555)    $  (435)    $   896       $    (84)     $7,185       $  7,101
                               =======     =======     =======       ========      ======       ========
  Earnings per common
   share:
  Basic...................                                                                      $   0.12
  Diluted.................                                                                          0.11
  
  Weighted average common
   shares outstanding:
  Basic...................                                                                        61,090
  Diluted(8)..............                                                                        62,313
  
  Other Data:
  Dividends accreted on
   Class B preferred
   stock(9)...............       2,299         --          --           2,299      (2,299)           --
  Dividends accreted on
   Class A convertible
   preferred stock(10)....         250         --          --             250        (250)           --
  Dividends accreted on
   Class C preferred
   stock(11)..............         --          --          218            218        (218)           --
  Accretion of recorded
   value of the Intel
   Warrant................         156         --          --             156         --             156
  </TABLE>
  -------------------
  See Notes to Unaudited Pro Forma Combined Condensed Statement of Operations.
  
                                       F-16
  <PAGE>
  
      Notes to Unaudited Pro Forma Combined Condensed Statement of Operations
  
    Year Ended December 31, 1999 and Three Months Ended March 31, 1999 and 2000
  
     (1) As a result of our recapitalization, we were contractually required to
  make a one-time change of control payment to our unionized Korean employees of
  approximately $11.8 million, which resulted in a corresponding reduction to the
  recapitalization consideration paid to Hyundai. The payment was recorded as an
  operating expense during the three months ended September 30, 1999. This amount
  has been excluded from the pro forma operating results for the year ended
  December 31, 1999, as it represents a one-time charge directly related to our
  recapitalization.
  
     (2) The increase to pro forma interest expense as a result of our
  recapitalization is summarized as follows:
  
  <TABLE>
  <CAPTION>
                                                                    Three Months
                                                        Year Ended     Ended
                                                       December 31,  March 31,
                                                           1999         1999
                                                       ------------ ------------
                                                             (in millions)
     <S>                                               <C>          <C>
     Interest on term loans--8.86%....................    $ 13.3       $ 3.3
     Interest on senior subordinated notes due 2009--
      12.75%..........................................      19.1         4.8
     Amortization of debt issuance costs ($14.4
      million over 8 years) ..........................       1.8         0.5
                                                          ------       -----
     Interest expense from recapitalization debt
      requirements....................................      34.2         8.6
     Less: historical interest expense................     (21.2)       (3.0)
                                                          ------       -----
       Net increase...................................    $ 13.0       $ 5.5
                                                          ======       =====
  </TABLE>
  
     An increase or decrease in the assumed weighted average interest rate on the
  senior credit facilities of 0.125% would change pro forma interest expense by
  $187,500 for the year ended December 31, 1999.
  
     (3) As part of cost of revenues, we expect to include amortization expense
  based on the fair value of acquired intangibles over a period of seven years.
  The pro forma expense for the year ended December 31, 1999 is $1.7 million and
  the pro forma expense for the three months ended March 31, 1999 and 2000 is
  $0.4 million. Acquired intangibles comprise the estimated fair value of
  intellectual property, primarily trade secrets and patents.
  
     (4) The increase to pro forma interest as a result of the acquisition of the
  Malaysian business is summarized as follows:
  
  <TABLE>
  <CAPTION>
                                                   Three Months   Three Months
                                   Year Ended         Ended          Ended
                                December 31, 1999 March 31, 1999 March 31, 2000
                                ----------------- -------------- --------------
                                                  (in millions)
     <S>                        <C>               <C>            <C>
     Interest on term C loan--
      10.62625%................       $5.8             $1.5           $1.5
                                      ====             ====           ====
  </TABLE>
  
     (5) As a result of the recapitalization, we believe our effective tax rate
  will be 20% on an ongoing basis. We believe that the acquisition of the
  Malaysian business did not change our effective 20% tax rate. Accordingly, the
  pro forma adjustments reflect the income tax required to result in a pro forma
  income tax provision based on a 20% effective tax rate.
  
                                       F-17
  <PAGE>
  
                  Notes to Unaudited Pro Forma Combined Condensed
                        Statement of Operations--(Continued)
  
  
     (6) A portion of the proceeds of the offering will be used to repay a
  portion of our senior subordinated notes and amounts outstanding under our
  senior credit facilities, resulting in lower debt after the offering and lower
  interest expense. The estimated pro forma reductions to interest expense for
  the pro forma year ended December 31, 1999 and the three months ended March 31,
  1999 and 2000 are set forth below:
  
  <TABLE>
  <CAPTION>
                                                     Three Months   Three Months
                                     Year Ended         Ended          Ended
                                  December 31, 1999 March 31, 1999 March 31, 2000
                                  ----------------- -------------- --------------
                                                    (in millions)
     <S>                          <C>               <C>            <C>
     Senior subordinated notes--
      12  3/4%..................        $ 6.6            $1.6           $1.6
     Senior credit facilities:
       term A loan--9.3825% in
        2000, 8.86% in 1999.....          6.2             1.5            1.6
       term B loan--10.1325% in
        2000, 8.86% in 1999.....          2.4             0.6            0.7
       term C loan--10.1325%....          5.6             1.4            1.4
       revolving loans--11.25%..          --              --             0.1
                                        -----            ----           ----
                                        $20.8            $5.2           $5.5
                                        =====            ====           ====
  </TABLE>
  
     (7) Net income (loss) available to common stockholders represents net income
  (loss) from continuing operations less dividends accreted on preferred stock,
  the accretion of the recorded value on the Intel warrant and, for the pro forma
  year ended December 31, 1999, the extraordinary loss on retirement of a portion
  of the debt in connection with recapitalization. The following table sets forth
  the computation of net income (loss) per share of common stock:
  
  <TABLE>
  <CAPTION>
                                                              Pro Forma As Adjusted
                                                         --------------------------------
                                                                      Three Months Ended
                             Year Ended December 31,      Year Ended       March 31,
                           ----------------------------  December 31, -------------------
                             1997       1998     1999        1999       1999      2000
                           ---------  -------- --------  ------------ --------- ---------
                                      (in thousands, except per share data)
  <S>                      <C>        <C>      <C>       <C>          <C>       <C>
  Net income (loss)....... $ (46,118) $ 32,303 $ (5,935)   $ 19,234   $   5,148 $   7,257
   Extraordinary item(a)..        --        --   (1,373)         --          --        --
   Mandatorily redeemable
    preferred stock
    dividends.............        --        --   (3,960)         --          --        --
   Accretion of the
    recorded value of the
    Intel warrant.........        --        --     (260)      (260)         --       (156)
                           ---------  -------- --------    --------   --------- ---------
  Net income (loss)
   available to common
   stockholders........... $(46,118)  $ 32,303 $(11,528)   $ 18,974   $   5,148 $   7,101
                           =========  ======== ========    ========   ========= =========
  Weighted average shares
   outstanding used for
   basic and diluted
   income (loss) per
   share:
  Class A common stock....                                  57,590     56,491    61,090
  Class L common stock....                                       --          --        --
                                                           --------   --------- ---------
  Common Stock............                                   57,590      56,491    61,090
                                                           --------   --------- ---------
  Basic earnings per
   share..................                                 $   0.33   $    0.09 $    0.12
                                                           ========   ========= =========
  Fully diluted shares
   outstanding............                                   58,132      56,491    62,313
  Diluted earnings per
   share..................                                 $   0.33   $    0.09 $    0.11
                                                           ========   ========= =========
  </TABLE>
  ---------------------
  (a) On early retirement of some of the debt upon recapitalization, we incurred
      termination penalties and recorded an extraordinary loss of $1.4 million,
      net of related tax benefit.
  
  
                                       F-18
  <PAGE>
  
                  Notes to Unaudited Pro Forma Combined Condensed
                        Statement of Operations--(Continued)
  
     (8) The estimated fully-diluted number of shares expected to be outstanding
  after this offering and the concurrent private placement, including the shares
  of Class A common stock issuable upon the exercise of options outstanding or
  expected to be issued prior to the closing of this offering and the shares of
  Class B common stock issuable upon the exercise of a warrant held by Intel, is
  68,604,714 shares.
  
     (9) Dividends on our Class B preferred stock accrete on a daily basis at a
  rate of 12.5% per annum. Until February 5, 2005, dividends will not be paid in
  cash, but will be capitalized as accumulated and unpaid dividends as part of
  mandatorily redeemable preferred stock.
  
     (10) Dividends on our Class A convertible preferred stock accrete on a daily
  basis at a rate of 10% per annum. Accumulated and unpaid dividends as of the
  balance sheet date are capitalized as part of mandatorily redeemable preferred
  stock.
  
     (11) Dividends on our Class C preferred stock accrete on a daily basis at a
  rate of 5% per annum. Accumulated and unpaid dividends as of the balance sheet
  date are capitalized as part of mandatorily redeemable preferred stock. The
  Class C preferred stock has been valued at $15.8 million and has a liquidation
  value of $17.5 million, with the difference being accreted over a three-year
  period to the redemption date.
  
                                       F-19
  <PAGE>
  
                                UNAUDITED PRO FORMA
  
                         BALANCE SHEET AS OF MARCH 31, 2000
                                   (In thousands)
  
  <TABLE>
  <CAPTION>
                                                                                                Pro Forma
                                          Malaysian  Acquisition    Pro Forma                  as Adjusted
                            ChipPAC, Inc.  Business   Pro Forma      Before     Offering         for the
                             Historical   Historical Adjustments    Offering   Adjustments      Offering
                            ------------- ---------- -----------    ---------  -----------     -----------
           ASSETS
           ------
  <S>                       <C>           <C>        <C>            <C>        <C>             <C>
  Current assets:
   Cash and cash
    equivalents...........    $  19,538    $  2,082   $    --       $  21,620   $  25,000 (8)   $  46,620
   Accounts receivable,
    less allowance for
    doubtful accounts.....       35,535         --         --          35,535         --           35,535
   Inventories............       14,941       5,612        --          20,553         --           20,553
   Deferred taxes.........          716         --         --             716         --              716
   Prepaid expenses and
    other current assets
    ......................        7,799         373      1,800 (1)      9,972         --            9,972
                              ---------    --------   --------      ---------   ---------       ---------
     Total current
      assets..............       78,529       8,067      1,800         88,396      25,000         113,396
  Property, plant and
   equipment, net.........      229,430      83,983    (10,623)(2)    302,790         --          302,790
  Intangibles ............          --          --      11,806 (3)     11,806         --           11,806
  Other assets............       20,995         --         --          20,995         --           20,995
                              ---------    --------   --------      ---------   ---------       ---------
     Total assets.........    $ 328,954    $ 92,050   $  2,983      $ 423,987   $  25,000       $ 448,987
                              =========    ========   ========      =========   =========       =========
  LIABILITIES, MANDATORILY
    REDEEMABLE PREFERRED
      STOCK AND EQUITY
  ------------------------
  Current liabilities:
   Revolving loans........    $   7,500    $    --    $    --       $   7,500   $  (7,500)(9)   $     --
   Accounts payable.......       35,723       7,369        --          43,092         --           43,092
   Accrued expenses and
    other liabilities ....       18,725       2,926      7,500 (4)     29,151         --           29,151
   Current portion of
    long-term debt........        7,300         --         --           7,300         --            7,300
   Payable to parent .....          --       14,934   (14,934) (5)        --          --              --
                              ---------    --------   --------      ---------   ---------       ---------
     Total current
      liabilities.........       69,248      25,229     (7,434)        87,043      (7,500)         79,543
                              ---------    --------   --------      ---------   ---------       ---------
  Long-term debt, less
   current portion........      292,700         --      55,000        347,700    (205,400)(9)     142,300
  Deferred taxes..........          --        4,622      1,830          6,452         --            6,452
  Other long-term
   liabilities............        4,514         --         --           4,514         --            4,514
                              ---------    --------   --------      ---------   ---------       ---------
     Total liabilities....      366,462      29,851     49,396        445,709    (212,900)        232,809
                              ---------    --------   --------      ---------   ---------       ---------
  Commitments and
   contingencies
  Mandatorily redeemable
   preferred stock:
   10.0% cumulative
    convertible preferred
    stock, class A held
    by Intel--par value
    $0.01 per share:
    10,000 shares
    authorized, issued
    and outstanding at
    March 31, 2000,
    actual and pro forma;
    no shares issued and
    outstanding, pro
    forma as adjusted.....        9,832         --         --           9,832      (9,832)(9)         --
   12.5% cumulative
    preferred stock,
    class B held by
    Hyundai--par value
    $0.01 per share:
    105,000 shares
    authorized and 70,000
    shares issued and
    outstanding at March
     31, 2000, actual and
    pro forma; no shares
    issued and
    outstanding, pro
    forma as adjusted.....       75,853         --         --          75,853     (75,853)(9)         --
   5% cumulative
    convertible preferred
    stock, class C held
    by Intersil--par
    value $0.01 per
    share; 17,500 shares
    authorized, no shares
    issued and
    outstanding at March
    31, 2000, actual;
    17,500 shares issued
    and outstanding, pro
    forma; no shares
    issued and
    outstanding, pro
    forma as adjusted ....          --          --      15,786 (6)     15,786     (15,786)(9)         --
  Stockholders' equity
   (deficit):
   Common stock, class
    A--par value $0.01
    per share;
    180,000,000 shares
    authorized,
    96,254,000 shares
    issued and
    outstanding at March
    31, 2000, actual and
    pro forma
    (250,000,000 shares
    authorized and
    68,604,714 issued,
    pro forma as
    adjusted).............          974      81,092   (81,092) (7)        974        (288)(9)         686
   Common stock, class
    B--par value $0.01
    per share;
    180,000,000 shares
    authorized, no shares
    issued or outstanding
    at March 31, 2000,
    actual and pro forma
    (250,000,000 shares
    authorized and no
    shares issued pro
    forma as adjusted)....          --          --         --             --          --              --
   Common stock, class
    L--par value $0.01
    per share; 20,000,000
    shares authorized,
    10,456,000 shares
    issued and
    outstanding at
    March 31, 2000,
    actual and pro forma
    (no shares authorized
    or issued, pro forma
    as adjusted)..........          104         --         --             104        (104)(9)         --
   Warrants, class B
    Common Stock (the
    Intel Warrant)........        1,250         --         --           1,250         --            1,250
   Additional paid-in-
    capital...............       86,336       5,923     (5,923)(7)     86,336     348,392 (9)     434,728
   Divisional equity, net
    of capital
    redemption............     (167,714)        --                   (167,714)        --         (167,714)
   Receivable from
    shareholders..........       (1,478)        --         --          (1,478)        --           (1,478)
   Accumulated deficit ...      (51,834)    (24,816)  (24,816) (7)    (51,834)     (8,629)(10)    (60,463)
   Accumulated other
    comprehensive income
    (loss)................        9,169         --         --           9,169         --            9,169
                              ---------    --------   --------      ---------   ---------       ---------
     Total stockholders'
      equity (deficit)....     (123,193)     62,199    (46,413)      (123,193)    339,371         216,178
                              ---------    --------   --------      ---------   ---------       ---------
     Total liabilities,
      mandatorily
      redeemable preferred
      stock and equity....    $ 328,954    $ 92,050   $  2,983      $ 423,987   $  25,000       $ 448,987
                              =========    ========   ========      =========   =========       =========
  </TABLE>
  -------------------
  See Notes to Unaudited Pro Forma Balance Sheet.
  
                                       F-20
  <PAGE>
  
                     Notes to Unaudited Pro Forma Balance Sheet
  
     On June 30, 2000, we consummated the acquisition of Intersil's Malaysian
  business. The acquisition is being accounted for using purchase accounting.
  Under purchase accounting, the total purchase price of the Malaysian business
  is being allocated to the acquired assets and liabilities based on their
  relative fair values as of the closing date of the acquisition. We are
  undertaking a study which will be finalized to determine the allocation of the
  total purchase price to the various assets acquired and the liabilities
  assumed. Accordingly, the final allocations could be different from the amounts
  reflected below, and these differences may be significant. The purchase price
  of $70.0 million represents the total of the cash consideration and the stated
  value of the Class C preferred stock exchanged for the whole of the issued
  shares of the Malaysian business and certain intellectual property. The amount
  and components of the estimated purchase price along with the allocation of the
  estimated purchase price to assets purchased and liabilities assumed as though
  the Malaysian business acquisition had occurred on March 31, 2000 are as
  follows:
  
  <TABLE>
  <CAPTION>
                                                                     (in millions)
  <S>                                                                <C>
  Purchase Price:
   Cash consideration...............................................     $52.5
   Estimated fair value of Class C preferred stock..................      15.8
   Estimated expenses...............................................       3.5
  Less: payment due from Intersil...................................      (1.8)
                                                                         -----
                                                                         $70.0
                                                                         =====
  Allocation of Purchase Price:
   Estimated fair value of
    Buildings.......................................................     $16.9
    Plant and equipment.............................................      56.5
    Intellectual property...........................................      11.8
    Restructuring accrual...........................................      (7.5)
    Deferred taxes..................................................      (6.9)
    Net other assets and liabilities................................      (0.8)
                                                                         -----
                                                                         $70.0
                                                                         =====
  </TABLE>
  
     There is no goodwill arising from the acquisition of the Malaysian business.
  The estimated fair value of total assets and liabilities exceeded the purchase
  price, resulting in negative goodwill of $57.7 million. The negative goodwill
  has been allocated in full to non-current assets as summarized below:
  
  <TABLE>
  <CAPTION>
                                                    Estimated Negative
                                                      Fair    Goodwill   Adjusted
     Non-current asset                                Value   Allocated Fair Value
     -----------------                              --------- --------- ----------
                                                            (in millions)
     <S>                                            <C>       <C>       <C>
     Buildings.....................................  $ 29.0    $(12.1)    $16.9
     Plant and equipment...........................    93.0     (36.5)     56.5
     Intellectual property.........................    20.9      (9.1)     11.8
                                                     ------    ------     -----
                                                     $142.9    $(57.7)    $85.2
                                                     ======    ======     =====
  </TABLE>
  
     The terms of the acquisition of the Malaysian business require, for the
  period from the closing of the acquisition to June 30, 2003, the payment of
  additional contingent incentive payments to the seller based on the achievement
  of milestones with respect to the transfer of the seller's packaging business,
  currently subcontracted by the seller to a third party, to us. These contingent
  payments will be recorded as additional purchase price if and when earned and
  paid on a quarterly basis.
  
      (1) The terms of the transaction require Intersil to pay $1.8 million to us
  on October 1, 2000. This payment for expenses expected to be incurred by us
  after the acquisition is completed has been recorded as a receivable and a
  reduction in purchase price.
  
                                       F-21
  <PAGE>
  
              Notes to Unaudited Pro Forma Balance Sheet--(Continued)
  
  
      (2) The acquisition pro forma adjustment to property, plant and equipment
  has been computed as set out below:
  
  <TABLE>
  <CAPTION>
                                                                      As of
                                                                 March 31, 2000
                                                                 ----------------
                                                                  (in millions)
     <S>                                                         <C>      <C>
     Malaysian business historical basis........................          $  84.0
     Fair value adjustments..................................... $  38.0
     Allocation of negative goodwill............................   (48.6)   (10.6)
                                                                 -------  -------
     Pro forma basis............................................          $  73.4
                                                                          =======
  </TABLE>
  
      (3) Intangibles comprise the estimated fair value of intellectual property
  acquired, primarily consisting of trade secrets and patents. The pro forma
  adjustment is a result of the purchase price allocation.
  
      (4) An accrual of $7.5 million has been established for expected costs of
  restructuring the Malaysian business. These one time non-recurring costs are
  expected to be incurred in connection with factory reorganization, product
  discontinuance and employee related costs.
  
      (5) Reflects the elimination of the liability payable to the parent entity
  in accordance with the terms of the purchase agreement for the Malaysian
  business.
  
      (6) The Class C preferred stock has been independently valued at $15.8
  million and has a liquidation value of $17.5 million.
  
      (7) Reflects the elimination of the Malaysian business' historical equity
  as a result of purchase accounting.
  
      (8) Reflects the net proceeds from the concurrent private placement.
  
      (9) The offering and the concurrent private placement contemplate using the
  estimated net proceeds of $320.5 million for the repayment of amounts owing
  under the revolving loans of $7.5 million, the senior subordinated notes of
  $52.5 million, exclusive of the redemption premium and accrued interest, and
  term loans of $152.9 million. The remaining $25.0 million of net proceeds has
  been added to cash balances. The offering also contemplates the conversion of
  Class A convertible preferred stock and Class C preferred stock into shares of
  our Class A common stock and the redemption of Class B preferred stock.
  
       (10) Pro forma adjustments to accumulated deficit arising from the
  offering are set forth below:
  
  <TABLE>
  <CAPTION>
                                                                   (in millions)
     <S>                                                           <C>
     Prepayment fee on redemption of senior subordinated notes....     $6.7
     Accretion to liquidation value:
       Class A convertible preferred stock........................      0.1
       Class B preferred stock....................................      0.1
       Class C preferred stock....................................      1.7
                                                                       ----
                                                                       $8.6
                                                                       ====
  </TABLE>
  
                                       F-22
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text: --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
  
                                      FORM 8-K
  
                   Current Report Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934
  
                 Date of Report (date of earliest event reported):
                                   June 30, 2000
  
                                   CHIPPAC, INC.
                                   ____________
               (Exact name of registrant as specified in its charter)
  
          California                   333-91641                   77-0463-48
  ----------------------------   -------------------------     ------------------
  (State or other jurisdiction   (Commission File Number)         (IRS Employer
      of  incorporation)                                       Identification No.)
  
                                3151 Coronado Drive
                           Santa Clara, California 95054
  
                      (Address of principal executive offices)
                                     (Zip Code)
  
         Registrant's telephone number, including area code: (408) 486-5900
  
                                   Not Applicable
                              -----------------------
           (Former name or former address, if changed since last report)
  
  --------------------------------------------------------------------------------
  ITEM 2.        ACQUISITION OF INTERSIL TECHNOLOGY SDN.  BHD.
  
       On June 30, 2000, ChipPAC, Inc. (the "Company") completed its acquisition
  of Intersil Technology Sdn. Bhd., a Malaysian corporation ("Intersil
  Technology") and wholly-owned subsidiary of Sapphire Worldwide Investments,
  Inc., a British Virgin Islands corporation ("Sapphire" or the "Seller") and
  wholly-owned subsidiary of Intersil Corporation, a Delaware corporation
  ("Intersil"), pursuant to that Stock Purchase Agreement (the "Purchase
  Agreement"), dated as of June 30, 2000, by and among ChipPAC Limited, a Virgin
  Islands corporation ("ChipPAC Limited" or the "Buyer") and wholly-owned
  subsidiary of the Company, the Company, Sapphire and Intersil. In the
  acquisition, ChipPAC Limited acquired all of the outstanding equity interests in
  Intersil Technology and related intellectual property. In consideration
  therefor, the Seller received $52.5 million in cash and 17,500 shares of the
  Class C Preferred Stock of the Company. In addition, pursuant to the terms of
  the Purchase Agreement, during the period from June 1, 2000 to June 30, 2003,
  Intersil shall be entitled to receive additional contingent incentive payments
  based upon the achievement of milestones relating to the transfer of business
  currently subcontracted by Intersil to third parties. In the event that Intersil
  were to achieve all the milestones, the Buyer would pay to Intersil an
  additional sum of approximately $17.9 million in the aggregate. The cash portion
  of the consideration paid in connection with the acquisition was financed by
  amending the Company's senior credit facilities with Credit Suisse First Boston
  to provide for a term C loan for $55.0 million.
  
       Pursuant to the acquisition, the Buyer acquired Intersil Technology's
  semiconductor packaging and test operations located in Kuala Lumpur, Malaysia.
  In connection with the acquisition, the Buyer entered into a five-year supply
  agreement with Intersil under which the Company will supply Intersil and each of
  its current and future affiliates with their semiconductor packaging and test
  services requirements.  In addition, the Buyer entered into an intellectual
  property rights agreement pursuant to which Intersil assigned to the Company
  patents, copyrights and technical information used exclusively in or associated
  exclusively with the business of Intersil Technology.  Furthermore, Intersil
  granted to the Company a worldwide, non-exclusive, royalty-free license under
  other Intersil patents, copyrights and technical information which are also used
  in or related to the operation of Intersil Technology.  This license is
  perpetual and irrevocable. Any intellectual property rights in the bonding
  diagrams, test programs, maskworks and test boards uniquely related to Intersil
  products for which the Company expects to provide packaging and test services
  under the supply agreement is licensed to the Company only for use in providing
  those services.
  
       The summary of the provisions in the Purchase Agreement and related
  agreements set forth above is qualified in its entirety by reference to the
  Purchase Agreement and related agreements, which have been filed as exhibits to
  this Current Report on Form 8-K or incorporated herein by reference to the
  Company's Registration Statement on Form S-1, Registration No. 333-39428.
  
  ITEM 7.        FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                 EXHIBITS.
  
       (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
  
                                         2
  Page
                                                                              ----
  
       Annual Financial Statements for Intersil Technology Sdn. Bhd.
  
            Independent Certified Public Accountants' Report                  F-1
  
            Balance Sheet as of July 3, 1998 and July 2, 1999                 F-2
  
            Statement of Income for the Fiscal Years Ended,
                 June 27, 1997, July 3, 1998 and July 2, 1999                 F-3
  
            Statement of Cash Flows for the Fiscal Years Ended
                 June 27, 1997, July 3, 1998 and July 2, 1999                 F-4
  
            Notes to Financial Statements                                     F-5
  
       Interim Financial Statements (unaudited) for Intersil Technology Sdn. Bhd.
  
            Condensed Balance Sheets as of July 2, 1999 and March 31, 2000    F-9
  
            Condensed Statements of Income for the Nine Months Ended
                 April 2, 1999 and March 31, 2000                             F-10
  
            Condensed Statements of Cash Flows for the Nine Months Ended
                 April 2, 1999 and March 31, 2000                             F-11
  
            Notes to Condensed Consolidated Financial Statements              F-12
  
       (b) PRO FORMA FINANCIAL INFORMATION
                                                                              Page
                                                                              ----
  
       Unaudited Pro Forma Combined Condensed Financial Data
  
            Unaudited Pro Forma Combined Condensed Statement of
                 Operations for the Year Ended December 31, 1999             F-14
  
            Unaudited Pro Forma Combined Condensed Statement of
                 Operations for the Three Months Ended March 31, 1999        F-15
  
            Unaudited Pro Forma Combined Condensed Statement of
                 Operations for the Three Months Ended March 31, 2000        F-16
  
                                         3
  Notes to Unaudited Pro Forma Combined Condensed Statement
                 of Operations                                               F-17
  
            Unaudited Pro Forma Balance Sheet as of March 31, 2000           F-20
  
            Notes to Unaudited Pro Forma Balance Sheet                       F-21
  
       (c)  EXHIBITS
  
            2.1  Stock Purchase Agreement among ChipPAC Limited, the Company,
                 Sapphire Worldwide Investments, Inc. and Intersil Corporation
                 dated as of June 30, 2000.
  
            10.1 Supply Agreement entered into as of June 30, 2000 by and between
                 ChipPAC Limited and Intersil Corporation.  (1)
  
            10.2 Intellectual Property Rights Agreement entered into as of June
                 30, 2000 between Intersil Corporation and ChipPAC Limited.  (2)
  
            10.3 Amendment No. 1 to Amended and Restated Registration Agreement
                 entered into as of June 30, 2000 by and among the Company,
                 Sapphire Worldwide Investments, Inc. and certain listed parties
                 thereto. (3)
  
            10.4 Shareholders Agreement made as of June 30, 2000 by and among the
                 Company, certain listed parties thereto, the SXI Group (as
                 defined therein) and Sapphire Worldwide Investments, Inc. (4)
  
            10.5 Credit Agreement, dated as of August 5, 1999, as amended and
                 restated as of June 30, 2000, by and among ChipPAC International
                 Company Limited, the Company, the Lenders listed therein and
                 Credit Suisse First Boston, as Administrative Agent, Sole Lead
                 Manager and Collateral Agent. (5)
  
            23.1 Consent of Ernst & Young LLP.
  
  ______________________________
  
  (1)  Incorporated by reference to Exhibit 10.33 to the Company's Registration
       Statement on Form S-1, Registration No. 333-39428 (the "Form S-1").
  (2)  Incorporated by reference to Exhibit 10.32 to the Form S-1.
  (3)  Incorporated by reference to Exhibit 10.5.1 to the Form S-1.
  (4)  Incorporated by reference to Exhibit 10.34 to the Form S-1.
  (5)  Incorporated by reference to Exhibit 10.1 to the Form S-1.
  
                                         4
  SIGNATURE
  
            Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                   ChipPAC, Inc.
  
  Date: July 14, 2000                 By:  /s/ Robert Krakauer
                                           ------------------------------------
                                                 Robert Krakauer
                                                 Senior Vice President and
                                                 Chief Financial Officer
  
                                         5
  Independent Certified Public Accountants' Report
  
  Board of Directors
  Intersil Holding Corporation
  
     We have audited the accompanying balance sheets of Intersil Technology Sdn.
  Bhd. (the "Company"), which is wholly-owned by Intersil Holding Corporation
  ("Intersil"), as of July 2, 1999 and July 3, 1998 and the related statements of
  income and cash flows for each of the three fiscal years in the period ended
  July 2, 1999. These financial statements are the responsibility of Intersil's
  management. Our responsibility is to express an opinion on these financial
  statements based on our audits.
  
     We conducted our audits in accordance with auditing standards generally
  accepted in the United States. Those standards require that we plan and perform
  the audit to obtain reasonable assurance about whether the financial statements
  are free of material misstatement. An audit includes examining, on a test
  basis, evidence supporting the amounts and disclosures in the financial
  statements. An audit also includes assessing the accounting principles used and
  significant estimates made by management, as well as evaluating the overall
  financial statement presentation. We believe that our audits provide a
  reasonable basis for our opinion.
  
     The accompanying consolidated financial statements were prepared on the
  basis of presentation as described in Note A. The results of operations are not
  necessarily indicative of the results of operations that would be recorded by
  the Company on a stand-alone basis.
  
     In our opinion, the financial statements referred to above present fairly,
  in all material respects, the financial position of the Company at July 2, 1999
  and July 3, 1998 and the results of its operations and its cash flows for each
  of the three fiscal years in the period ended July 2, 1999, on the basis
  described in Note A, in conformity with accounting principles generally
  accepted in the United States.
  
  /s/ Ernst & Young LLP
  
  May 16, 2000
  Jacksonville, Florida
  
                                        F-1
  Intersil Technology Sdn. Bhd.
  
                                   BALANCE SHEET
                                   (In thousands)
  July 3,  July 2,
                                                                  1998     1999
                                                                -------- --------
  ASSETS
                             ------
  
  Current assets:
    Cash....................................................... $    131 $    802
    Short-term investments.....................................      651    2,952
    Inventories................................................    5,886    6,528
    Prepaid expenses and other current assets..................      656      847
    Due from parent............................................  125,139   45,502
    Deferred income taxes......................................      674      --
                                                                -------- --------
      Total current assets.....................................  133,137   56,631
  Plant and equipment, net.....................................  116,795  118,619
  Deferred income taxes........................................      732      275
                                                                -------- --------
      Total assets............................................. $250,664 $175,525
                                                                ======== ========
  
              LIABILITIES AND STOCKHOLDER'S EQUITY
              ------------------------------------
  
  Current liabilities:
    Trade accounts payable..................................... $  7,691 $  7,310
    Accrued compensation.......................................    1,803    2,060
    Other accrued items........................................    3,611      765
    Deferred income taxes......................................      --        51
                                                                -------- --------
      Total current liabilities................................   13,105   10,186
  
  Stockholder's Equity:
    Common stock...............................................   81,092   81,092
    Additional paid-in capital.................................    5,923    5,923
    Retained earnings..........................................  150,544   78,324
                                                                -------- --------
                                                                 237,559  165,339
                                                                -------- --------
      Total liabilities and stockholder's equity............... $250,664 $175,525
                                                                ======== ========
  See notes to financial statements.
  
                                        F-2
  Intersil Technology Sdn. Bhd.
  
                                STATEMENT OF INCOME
                                   (In thousands)
  Fiscal Year Ended
                                                       --------------------------
                                                        June
                                                         27,    July 3,  July 2,
                                                        1997     1998      1999
                                                       -------  -------  --------
  Revenue:
    Intercompany sales................................ $83,674  $80,376  $110,504
  Costs and expenses:
    Cost of intercompany sales........................  69,073   70,110    94,426
    Interest income...................................    (160)    (139)     (134)
    Other.............................................      95       57        69
                                                       -------  -------  --------
  Income before income taxes..........................  14,666   10,348    16,143
  Pro forma income tax expense/(benefit)..............   3,060   (5,911)    1,182
                                                       -------  -------  --------
  Net income.......................................... $11,606  $16,259  $ 14,961
                                                       =======  =======  ========
  See notes to financial statements.
  
                                        F-3
  Intersil Technology Sdn. Bhd.
  
                              STATEMENT OF CASH FLOWS
                                   (In thousands)
  June 27,  July 3,   July 2,
                                                     1997      1998      1999
                                                   --------  --------  --------
  Operating Activities:
  Net income...................................... $ 11,606  $ 16,259  $ 14,961
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization.................   12,308    14,823    18,289
    Deferred income taxes.........................    2,300    (5,950)    1,182
    Changes in assets and liabilities
      Inventories.................................    6,757       353      (642)
      Prepaid expenses and other current assets...       18       102      (191)
      Due from parent.............................   16,077    16,758    79,636
      Due from affiliates.........................    3,672       --        --
      Trade payables and accrued liabilities......    3,391     1,392    (2,969)
                                                   --------  --------  --------
        Net cash provided by operating
         activities...............................   56,129    43,737   110,266
  
  Investing Activities:
  Purchases of short-term investments, net........      (27)     (624)   (2,301)
  Purchases of plant and equipment................  (37,016)  (38,798)  (20,113)
                                                   --------  --------  --------
        Net cash used in investing activities.....  (37,043)  (39,422)  (22,414)
  
  Financing Activities:
  Dividends paid to parent........................  (17,036)      --    (91,877)
  Net cash transfers and billings from (to)
   parent.........................................   (1,583)   (6,146)    4,696
                                                   --------  --------  --------
        Net cash used in financing activities.....  (18,619)   (6,146)  (87,181)
  Net increase (decrease) in cash.................      467    (1,831)      671
  Cash at beginning of period.....................    1,495     1,962       131
                                                   --------  --------  --------
  Cash at end of period........................... $  1,962  $    131  $    802
                                                   ========  ========  ========
  See notes to financial statements.
  
                                        F-4
  Intersil Technology Sdn. Bhd.
  
                           NOTES TO FINANCIAL STATEMENTS
  
                                    July 2, 1999
  
  NOTE A--ORGANIZATION AND BASIS OF PRESENTATION
  
     Intersil Technology Sdn. Bhd. (the "Company"), a Malaysian corporation
  located in Kuala Lumpur, Malaysia, is a wholly-owned subsidiary of Intersil
  Corporation ("Intersil"), which is a wholly-owned subsidiary of Intersil
  Holding Corporation ("Intersil Holding"). The Company's principal activities
  include the assembly and testing of integrated circuits for Intersil. All
  revenue transactions are intercompany.
  
     Intersil Holding was formed on August 13, 1999 through a series of
  transactions, in which Intersil Holding acquired the Semiconductor Business of
  Harris Corporation ("Harris"), which included Harris Advanced Technology Sdn.
  Bhd., the predecessor of the Company.
  
     On May 5, 2000, Intersil Holding announced that it entered into a Letter of
  Intent to sell 100% of the issued and outstanding capital stock of the Company
  to ChipPAC, Inc. ("ChipPAC") and will enter into an outsourcing agreement with
  ChipPAC for its assembly and testing requirements. The Letter of Intent does
  not include finished goods inventory and all die and wafer inventory which will
  be retained by Intersil. Accordingly, the accompanying financial statements
  include the assets, liabilities and results of operations for the assembly and
  testing operations of the Company that are to be sold as part of the Letter of
  Intent.
  
     Interest expense of Intersil has not been allocated to the Company.
  
  NOTE B--SIGNIFICANT ACCOUNTING POLICIES
  
  Fiscal Year
  
     The 1997 fiscal year includes the 52 weeks ended June 27, 1997; fiscal year
  1998 includes the 53 weeks ended July 3, 1998; and fiscal year 1999 includes
  the 52 weeks ended July 2, 1999.
  
  Short-Term Investments
  
     Short-term investments consist of certificates of deposit which are due in
  one year or less. Certificates of deposit are readily convertible to cash and
  are stated at cost.
  
  Inventories
  
     Inventories are carried at the lower of standard cost, which approximates
  actual cost, determined by the First-In-First-Out (FIFO) method, or market.
  Inventories represent raw materials and supplies (exclusive of die stock
  received from Intersil), labor and overhead held for or incurred in the course
  of performing contract manufacturing activities on behalf of Intersil.
  
  Plant and Equipment
  
     Plant and equipment are carried on the basis of cost. The estimated useful
  lives of buildings range between 8 and 45 years. The estimated useful lives of
  machinery and equipment range between 5 and 8 years. Leasehold improvements are
  amortized over the life of the lease. Depreciation of buildings and machinery
  and equipment is computed by straight-line and accelerated methods.
  
  Revenue Recognition
  
     All revenue transactions are with Intersil. The Company records revenue upon
  shipment to Intersil based upon cost plus a fixed mark-up, pursuant to an
  agreement with Intersil. Revenues and cost of intercompany sales exclude costs
  of die stock received from Intersil to be subject to the Company's processing
  activities.
  
                                        F-5
  Intersil Technology Sdn. Bhd.
  
                     NOTES TO FINANCIAL STATEMENTS--(Continued)
  
  Income Taxes
  
     Income taxes have been provided on a pro forma basis related to the
  operations of the Company presented as described in footnote A "Organization
  and Basis of Presentation". The Company follows the liability method of
  accounting for income taxes. Deferred income taxes are provided for temporary
  differences between the financial reporting basis and the tax basis of the
  Company's assets and liabilities.
  
  Financial Instruments
  
     The carrying values of short-term investments and accounts payable
  approximate their fair values.
  
  Asset Impairment
  
     The Company accounts for long-lived asset impairment under Statement of
  Financial Accounting Standards No. 121, Accounting for the Impairment of Long-
  Lived Assets and for Long-Lived Assets to Be Disposed Of. The Company
  recognizes impairment losses on long-lived assets used in operations when
  indicators of impairment are present and the undiscounted cash flows estimated
  to be generated by those assets are less than the assets' carrying amounts. The
  impairment loss is measured by comparing the fair value of the asset to its
  carrying amount. Fair value is estimated based on discounted future cash flows.
  Long-lived assets to be disposed of are recorded at the lower of their carrying
  amount or estimated fair value less cost to sell.
  
  Foreign Currency Translation
  
     The functional currency of the Company is the U.S. dollar. Remeasurement
  gains and losses, resulting from the process of remeasuring non-U.S. dollar
  transactions and assets and liabilities into U.S. dollars, are included in cost
  of intercompany sales.
  
  Use of Estimates
  
     These statements have been prepared in conformity with generally accepted
  accounting principles and require management to make estimates and assumptions
  that affect the reported amounts of assets and liabilities and disclosure of
  contingent assets and liabilities at the date of the financial statements and
  the reported amounts of revenues and expenses during the reporting period.
  Actual results could differ from those estimates.
  
  NOTE C--ACCOUNTING PRONOUNCEMENTS
  
     In June 1998, the Financial Accounting Standards Board issued FAS No. 133,
  Accounting for Derivative Instruments and Hedging Activities. The statement
  establishes standards for recording derivative financial instruments and the
  recognition of gains or losses resulting from changes in the fair values of
  those instruments. The Company plans to adopt the new standard no later than
  the first quarter of fiscal 2001. However, the Company has not determined the
  anticipated impact of FAS No. 133.
  
  NOTE D--INVENTORIES
  
     Inventories are summarized below:
  July 3, July 2,
                                                                    1998    1999
                                                                   ------- -------
                                                                   (In thousands)
  Work in process.............................................. $1,382  $3,384
     Raw materials and supplies...................................  4,504   3,144
                                                                   ------  ------
                                                                   $5,886  $6,528
                                                                   ======  ======
  F-6
  Intersil Technology Sdn. Bhd.
  
                     NOTES TO FINANCIAL STATEMENTS--(Continued)
  
     At July 2, 1999, the Company was committed to purchase $12.9 million of
  inventory from suppliers. Management believes the cost of this inventory
  approximates current market value.
  
  NOTE E--PLANT AND EQUIPMENT
  
     Plant and equipment are summarized below:
  July 3,  July 2,
                                                                  1998     1999
                                                                -------- --------
                                                                 (In thousands)
  Leasehold improvements...................................  $    784 $    784
     Buildings................................................    36,544   38,614
     Machinery and equipment..................................   242,552  239,361
                                                                -------- --------
                                                                 279,880  278,759
     Less allowances for depreciation.........................   163,085  160,140
                                                                -------- --------
                                                                $116,795 $118,619
                                                                ======== ========
  NOTE F--STOCKHOLDER'S EQUITY
  
     Changes in the stockholder's equity are as follows:
  Additional
                                 Common   Paid-in   Retained
                                  Stock   Capital   Earnings
                                 ------- ---------- --------
                                       (In thousands)
  Balance at July 1, 1996...  $81,092   $5,923   $147,444
       Net income..............      --       --      11,606
       Dividends paid to
        parent.................      --       --     (17,036)
       Net cash transfers and
        billings to Intersil...      --       --      (1,583)
                                 -------   ------   --------
     Balance at June 27, 1997..   81,092    5,923    140,431
       Net income..............      --       --      16,259
       Dividends paid to
        parent.................      --       --         --
       Net cash transfers and
        billings to Intersil...      --       --      (6,146)
                                 -------   ------   --------
     Balance at July 3, 1998...   81,092    5,923    150,544
       Net income..............      --       --      14,961
       Dividends paid to
        parent.................      --       --     (91,877)
       Net cash transfers and
        billings to Intersil...      --       --       4,696
                                 -------   ------   --------
     Balance at July 2, 1999...  $81,092   $5,923   $ 78,324
                                 =======   ======   ========
  NOTE G--INCOME TAXES (PRO FORMA)
  
     The Company incurs and pays tax exclusively in Malaysia. Pro forma income
  tax expense/(benefit) is summarized below:
  June 27, July 3,  July 2,
                                                           1997    1998     1999
                                                         -------- -------  -------
                                                              (In thousands)
  Current............................................  $  760  $    39  $  --
     Deferred...........................................   2,300   (5,950)  1,182
                                                          ------  -------  ------
                                                          $3,060  $(5,911) $1,182
                                                          ======  =======  ======
  F-7
  Intersil Technology Sdn. Bhd.
  
                     NOTES TO FINANCIAL STATEMENTS--(Continued)
  
     In the year 2000, the Malaysian taxing authority will convert its income tax
  system to a self-assessment system. The new self-assessment system will require
  Malaysian corporate taxpayers to begin making estimated tax payments in the
  year 2000 based on year 2000 estimated taxable income. Currently, Malaysian
  corporate taxpayers submit tax payments following the year of assessment. In
  1999, the Company made Malaysian taxing payments based on 1998's taxable
  income. As a result of the change in the Malaysian taxing system, the Company
  will not be required to make tax payments on its 1999 Malaysian taxable income
  and, therefore, has not provided a current tax provision for Malaysian taxes in
  1999, which would have amounted to approximately $.9 million.
  
     The components of deferred income tax assets (liabilities) are as follows:
  July 3, 1998        July 2, 1999
                                         ------------------- -------------------
                                         Current Non-Current Current Non-Current
                                         ------- ----------- ------- -----------
                                                     (In thousands)
  Depreciation.......................  $--      $(6,373)   $--      $(8,881)
     Reinvestment allowance
      carryforward......................   --        7,105     --        9,156
     All other--net.....................   674         --      (51)        --
                                          ----     -------    ----     -------
                                          $674     $   732    $(51)    $   275
                                          ====     =======    ====     =======
  Income taxes paid were $8.3 million in 1997, $.1 million in 1998, and $0 in
  1999.
  
  NOTE H--LEASE COMMITTMENTS
  
     The Company leases land for its assembly and test facilities under leases
  that expire from 2072 to 2081. Total rental expense for the leased land
  amounted to $.05 million in 1997, $.03 million in 1998 and $.03 million in
  1999. Future minimum rental commitments under the land leases amounted to
  approximately $2.95 million at July 2, 1999. The commitments for the years
  following 1999 are: 2000--$.03 million, 2001--$.03 million, 2002--$.03 million,
  2003--$.03 million, 2004--$.03 million and $2.80 million thereafter.
  
                                        F-8
  Intersil Technology Sdn. Bhd.
  
                              CONDENSED BALANCE SHEETS
                                   (In thousands)
  Predecessor  Successor
                                                             July 2,    March 31,
                                                              1999        2000
                                                           ----------- -----------
                                                                       (Unaudited)
                           ASSETS
                           ------
  Current assets:
    Cash, cash equivalents and restricted cash............  $    802    $  2,082
    Short-term investments................................     2,952         --
    Inventories...........................................     6,528       5,612
    Prepaids and other current assets.....................       847         373
    Due from parent.......................................    45,502         --
                                                            --------    --------
      Total current assets................................    56,631       8,067
  Property and equipment, net.............................   118,619      83,983
  Deferred income taxes...................................       275         --
                                                            --------    --------
      Total assets........................................  $175,525    $ 92,050
                                                            ========    ========
  
            LIABILITIES AND STOCKHOLDERS' EQUITY
            ------------------------------------
  
  Current liabilities:
    Trade accounts payable................................  $  7,310    $  7,369
    Accrued compensation..................................     2,060       1,932
    Other accrued items...................................       765         994
    Due to parent.........................................       --       14,934
    Deferred income taxes.................................        51         --
                                                            --------    --------
      Total current liabilities...........................    10,186      25,229
  Deferred income taxes...................................       --        4,622
                                                            --------    --------
    Total liabilities.....................................    10,186      29,851
  
  Stockholders' equity:
    Common stock..........................................    81,092      81,092
    Additional paid in capital............................     5,923       5,923
    Retained earnings.....................................    78,324     (24,816)
                                                            --------    --------
    Total stockholders' equity ...........................   165,339      62,199
                                                            --------    --------
      Total liabilities and stockholders' equity .........  $175,525    $ 92,050
                                                            ========    ========
  See accompanying notes to Intersil's condensed financial statements.
  
                                        F-9
  Intersil Technology Sdn. Bhd.
  
                           CONDENSED STATEMENTS OF INCOME
                                   (In thousands)
                                    (Unaudited)
  Nine Months Ended
                                                             ---------------------
                                                                         Successor
                                                             Predecessor Combined
                                                               April 2,  March 31,
                                                                1999       2000
                                                             ----------- ---------
  Revenues
    Intercompany sales......................................   $77,837    $68,473
  Costs and expenses
    Cost of intercompany sales..............................    66,712     58,566
  Interest income...........................................      (106)       (49)
  Other.....................................................        55         40
                                                               -------    -------
  Income before income taxes................................    11,176      9,916
  Pro forma income tax expense/(benefit)....................    (1,180)     6,528
                                                               -------    -------
  Net income ...............................................   $12,356    $ 3,388
                                                               =======    =======
  See accompanying notes to Intersil's condensed financial statements.
  
                                        F-10
  Intersil Technology Sdn. Bhd.
  
                         CONDENSED STATEMENTS OF CASH FLOWS
                                   (In thousands)
                                    (Unaudited)
  Nine Months Ended
                                                           ---------------------
                                                                       Successor
                                                           Predecessor Combined
                                                            April 2,   March 31,
                                                              1999       2000
                                                           ----------- ---------
  Operating Activities:
  Net income .............................................   $12,356    $ 3,388
  Adjustments to reconcile net income to cash provided by
   operating activities:
    Depreciation and amortization.........................    13,646     11,771
    Deferred income taxes.................................    (1,180)     4,846
    Changes in assets and liabilities:
      Inventories.........................................    (3,047)       916
      Prepaid expenses and other assets...................      (496)       475
      Due from parent.....................................     8,787     60,437
      Trade payables and accrued liabilities .............    (4,882)       159
                                                             -------    -------
        Net cash provided by operating activities.........    25,184     81,992
  
  Investing Activities:
  Sale of short-term investments, net.....................       651      2,952
  Purchases of plant and equipment........................   (14,836)    (3,896)
                                                             -------    -------
        Net cash used for investing activities............   (14,185)      (944)
  
  Financing Activities:
  Dividends paid to parent................................        --    (85,411)
  Net cash transfer and billings from (to) parent.........    (8,446)     5,643
                                                             -------    -------
        Net cash used for financing activities............    (8,446)   (79,768)
  Net increase in cash and cash equivalents...............     2,553      1,280
  Cash and cash equivalents at beginning of period........       131        802
                                                             -------    -------
  Cash and cash equivalents at end of period..............   $ 2,684    $ 2,082
                                                             =======    =======
  See accompanying notes to Intersil's condensed financial statements.
  
                                        F-11
  Intersil Technology Sdn. Bhd.
  
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
                        For the Quarter Ended March 31, 2000
                                    (Unaudited)
  
  Note A--Organization and Basis of Presentation
  
     Intersil Technology Sdn. Bhd. (the "Company or "Successor"), a Malaysian
  corporation located in Kuala Lumpur, Malaysia, is a wholly-owned subsidiary of
  Intersil Corporation ("Intersil"), which is a wholly-owned subsidiary of
  Intersil Holding Corporation ("Intersil Holding"). The Company's principal
  activities include the assembly and testing of integrated circuits for
  Intersil. All revenue transactions are intercompany.
  
     Intersil Holding was formed on August 13, 1999 through a series of
  transactions, in which Intersil Holding acquired the Semiconductor Business of
  Harris Corporation ("Harris"), which included Harris Advanced Technology Sdn.
  Bhd. (Predecessor), the predecessor of the Company. The unaudited condensed
  consolidated balance sheet as of July 2, 1999 and the unaudited condensed
  consolidated statements of operations and cash flows for the nine months ended
  March 31, 1999, include the accounts of the Predecessor company. The unaudited
  combined condensed consolidated statements of operations and cash flows for the
  nine months ended March 31, 1999, include the accounts of the Predecessor
  company from July 3, 1999 to August 13, 1999.
  
     On May 5, 2000, Intersil Holding announced that it entered into a Letter of
  Intent to sell 100% of the issued and outstanding capital stock of the Company
  to ChipPAC Inc. ("ChipPAC") and will enter into an outsourcing agreement with
  ChipPAC for its assembly and testing requirements. The Letter of Intent does
  not include finished goods inventory and all die and wafer inventory, which
  will be retained by Intersil. Accordingly, the accompanying unaudited condensed
  financial statements include the assets, liabilities and results of operations
  for the assembly and testing operations of the Company that are to be sold as
  part of the Letter of Intent.
  
     Interest expense of Intersil has not been allocated to the Company.
  
     In the opinion of management, the accompanying unaudited condensed
  consolidated financial statements reflect all adjustments, all of which are of
  a normal recurring nature, necessary for a fair presentation of the results for
  these interim periods and are not necessarily indicative of full year results.
  This financial information should be read in conjunction with the audited
  financial statements and notes thereto for the year ended July 2, 1999.
  
  Note B--Inventories
  Successor
                                                             Predecessor Combined
                                                               July 2,   March 31,
                                                                1999       2000
                                                             ----------- ---------
                                                                (In thousands)
  Raw materials..........................................   $3,144     $2,055
     Work-in-process........................................    3,384      3,557
                                                               ------     ------
       Total................................................   $6,528     $5,612
                                                               ======     ======
  F-12
  Intersil Technology Sdn. Bhd.
  
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
  
  Note C--Recent Accounting Pronouncements
  
     In December 1999, the staff of the Securities and Exchange Commission issued
  Staff Accounting Bulletin No. 101 ("SAB 101") "Views on Selected Revenue
  Recognition Issues" which provides the staff's views in applying generally
  accepted accounting principles to selected revenue recognition issues. Adoption
  of SAB 101 is required by the second quarter of fiscal 2000. Management is
  currently evaluating SAB 101 and its effects on company revenue recognition
  policies and practices. At this time, management believes that there is no
  significant effect on the revenue recognition policies currently in place.
  
     In June 1998, the Financial Accounting Standards Board issued FAS No. 133,
  Accounting for Derivative Instruments and Hedging Activities. The statement
  establishes standards for recording derivative financial instruments and the
  recognition of gains or losses resulting from changes in the fair values of
  those instruments. The Company plans to adopt the new standard no later than
  the first quarter of fiscal 2001. However, the Company has not determined the
  anticipated impact of FAS No. 133.
  
                                        F-13
  Unaudited Pro Forma Combined Condensed Statement of Operations
                            Year Ended December 31, 1999
  ChipPAC, Inc.
                                          Recapitalization Malaysian  Acquisition     Pro Forma                  ChipPAC, Inc.
                            ChipPAC, Inc.    Pro Forma      Business   Pro Forma       Before      Offering        Pro Forma
                             Historical     Adjustments    Historical Adjustments     Offering    Adjustments     As Adjusted
                            ------------- ---------------- ---------- -----------   ------------- -----------    -------------
                                                        (in thousands, except per share data)
  Pro Forma Combined
   Condensed Statements of
   Operations:
  Revenues................    $375,530        $   --        $101,864    $   --        $477,394     $    --         $477,394
  Costs of revenues.......     317,488            --          85,952      1,687 (3)    405,127          --          405,127
                              --------        -------       --------    -------       --------     --------        --------
  Gross profit............      58,042            --          15,912     (1,687)        72,267          --           72,267
  Operating expenses:
   Selling, general and
    administrative........      21,219            --             --         --          21,219          --           21,219
   Research and
    development...........      12,362            --             --         --          12,362          --           12,362
   Change of control
    expense...............      11,842        (11,842)(1)        --         --             --           --              --
                              --------        -------       --------    -------       --------     --------        --------
  Operating income........      12,619         11,842         15,912     (1,687)        38,686          --           38,686
  Interest expense........      21,241         12,976 (2)        --       5,844 (4)     40,061      (20,809)(6)      19,252
  Interest income.........      (2,751)           --             (86)       --          (2,837)         --           (2,837)
  Foreign currency gain...      (1,224)           --             --         --          (1,224)         --           (1,224)
  Other income............        (650)           --             102        --            (548)         --             (548)
                              --------        -------       --------    -------       --------     --------        --------
  Income (loss) before
   provision for income
   taxes..................      (3,997)        (1,134)        15,896     (7,531)         3,234       20,809          24,043
  Provision (benefit) for
   income taxes...........       1,938           (227)         7,745     (8,809)(5)        647        4,162 (5)       4,809
                              --------        -------       --------    -------       --------     --------        --------
   Net income (loss) from
    continuing
    operations............    $ (5,935)       $  (907)      $  8,151    $ 1,278       $  2,587     $ 16,647        $ 19,234
                              ========        =======       ========    =======       ========     ========        ========
   Net income (loss)
    available to common
    stockholders(7).......    $(11,528)       $(6,103)      $  8,151    $   403       $ (7,704)    $ 26,678        $ 18,974
                              ========        =======       ========    =======       ========     ========        ========
  Earnings per common
   share:
  Basic...................                                                                                         $   0.33
  Diluted.................                                                                                             0.33
  
  Weighted average common
   shares outstanding:
  Basic ..................                                                                                           57,590
  Diluted(8) .............                                                                                           58,132
  
  Other Data:
  Dividends accreted on
   Class B preferred
   stock(9)...............       3,554          5,196            --         --           8,750       (8,750)            --
  Dividends accreted on
   Class A convertible
   preferred stock(10)....         406            --             --         --             406         (406)            --
  Dividends accreted on
   Class C preferred
   stock(11)..............         --             --             --         875            875         (875)            --
  Accretion of recorded
   value of the Intel
   warrant................         260            --             --         --             260          --              260
  -------------------
  See Notes to Unaudited Pro Forma Combined Condensed Statement of Operations.
  
                                       F-14
  Unaudited Pro Forma Combined Condensed Statement of Operations
                         Three Months Ended March 31, 1999
  ChipPAC, Inc.
                                          Recapitalization Malaysian  Acquisition     Pro Forma                 ChipPAC, Inc.
                            ChipPAC, Inc.    Pro Forma      Business   Pro Forma       Before      Offering       Pro Forma
                             Historical     Adjustments    Historical Adjustments     Offering    Adjustments    As Adjusted
                            ------------- ---------------- ---------- -----------   ------------- -----------   -------------
                                                        (in thousands, except per share data)
  Pro Forma Combined
   Condensed Statements of
   Operations:
  Revenues................     $85,548        $   --        $23,647     $   --        $109,195      $  --         $109,195
  Costs of revenues.......      72,131            --         19,908         422 (3)     92,461         --           92,461
                               -------        -------       -------     -------       --------      ------        --------
  Gross profit............      13,417            --          3,739        (422)        16,734         --           16,734
  Operating expenses:
   Selling, general and
    administrative........       4,511            --            --          --           4,511                       4,511
   Research and
    development...........       3,003            --            --          --           3,003         --            3,003
                               -------        -------       -------     -------       --------      ------        --------
  Operating income........       5,903            --          3,739        (422)         9,220                       9,220
  Interest expense........       3,007          5,547 (2)       --        1,461 (4)     10,015      (5,202)(6)       4,813
  Interest income.........        (950)           --            (20)        --            (970)        --             (970)
  Foreign currency gain...        (946)           --            --          --            (946)        --             (946)
  Other income............        (127)           --             15         --            (112)        --             (112)
                               -------        -------       -------     -------       --------      ------        --------
  Income (loss) before
   provision for income
   taxes..................       4,919         (5,547)        3,744      (1,883)         1,233       5,202           6,435
  Provision (benefit) for
   income taxes...........       3,115         (1,109)(5)       --       (1,759)(5)        247       1,040 (5)       1,287
                               -------        -------       -------     -------       --------      ------        --------
   Net income (loss)......     $ 1,804        $(4,438)      $ 3,744     $  (124)      $    986      $4,162        $  5,148
                               =======        =======       =======     =======       ========      ======        ========
   Net income (loss)
    available to common
    stockholders(7).......     $ 1,804        $(6,626)      $ 3,744     $  (343)      $ (1,421)     $6,569        $  5,148
                               =======        =======       =======     =======       ========      ======        ========
  Earnings per common
   shares:
  Basic...................                                                                                        $   0.09
  Diluted.................                                                                                        $   0.09
  Weighted average common
   shares outstanding:
  Basic...................                                                                                          56,491
  Diluted(8)..............                                                                                          56,491
  Other Data:
  Dividends accreted on
   Class B preferred
   stock(9)...............         --           2,188           --          --           2,188      (2,188)            --
  Dividends accreted on
   Class A convertible
   preferred stock(10)....         --             --            --          --             --          --              --
  Dividends accreted on
   Class C preferred
   stock(11)..............         --             --            --          219            219        (219)            --
  -------------------
  See Notes to Unaudited Pro Forma Combined Condensed Statement of Operations.
  
                                       F-15
  Unaudited Pro Forma Combined Condensed Statement of Operations
                         Three Months Ended March 31, 2000
  ChipPAC, Inc.
                                          Malaysian  Acquisition     Pro Forma                 ChipPAC Pro
                            ChipPAC, Inc.  Business   Pro Forma       Before      Offering        Forma
                             Historical   Historical Adjustments     Offering    Adjustments   As Adjusted
                            ------------- ---------- -----------   ------------- -----------   -----------
                                        (in thousands, except per share data)
  Pro Forma Combined
   Condensed Statements of
   Operations:
  Revenues................     $97,469     $22,923     $   --        $120,392      $  --        $120,392
  Costs of revenues.......      77,044      20,185         422 (3)     97,651         --          97,651
                               -------     -------     -------       --------      ------       --------
  Gross profit............      20,425       2,738        (422)        22,741         --          22,741
  Operating expenses:
   Selling, general and
    administrative........       7,099         --          --           7,099         --           7,099
   Research and
    development...........       2,631         --          --           2,631         --           2,631
                               -------     -------     -------       --------      ------       --------
  Operating income........      10,695       2,738        (422)        13,011         --          13,011
  Interest expense........       8,764         --        1,461 (4)     10,225      (5,523)(6)      4,702
  Interest income.........        (238)        (10)        --            (248)        --            (248)
  Foreign currency gain...        (399)        --          --            (399)        --            (399)
  Other income............        (134)         18         --            (116)        --            (116)
                               -------     -------     -------       --------      ------       --------
  Income (loss) before
   provision for income
   taxes..................       2,702       2,730      (1,883)         3,549       5,523          9,072
  Provision (benefit) for
   income taxes...........         542       3,165      (2,997)(5)        710       1,105 (5)      1,815
                               -------     -------     -------       --------      ------       --------
   Net income (loss)......     $ 2,160     $  (435)    $  1114       $  2,839      $4,418       $  7,257
                               =======     =======     =======       ========      ======       ========
   Net income (loss)
    available to common
    stockholders(7).......     $  (555)    $  (435)    $   896       $    (84)     $7,185       $  7,101
                               =======     =======     =======       ========      ======       ========
  Earnings per common
   share:
  Basic...................                                                                      $   0.12
  Diluted.................                                                                          0.11
  
  Weighted average common
   shares outstanding:
  Basic...................                                                                        61,090
  Diluted(8)..............                                                                        62,313
  
  Other Data:
  Dividends accreted on
   Class B preferred
   stock(9)...............       2,299         --          --           2,299      (2,299)           --
  Dividends accreted on
   Class A convertible
   preferred stock(10)....         250         --          --             250        (250)           --
  Dividends accreted on
   Class C preferred
   stock(11)..............         --          --          218            218        (218)           --
  Accretion of recorded
   value of the Intel
   Warrant................         156         --          --             156         --             156
  -------------------
  See Notes to Unaudited Pro Forma Combined Condensed Statement of Operations.
  
                                       F-16
  Notes to Unaudited Pro Forma Combined Condensed Statement of Operations
  
    Year Ended December 31, 1999 and Three Months Ended March 31, 1999 and 2000
  
     (1) As a result of our recapitalization, we were contractually required to
  make a one-time change of control payment to our unionized Korean employees of
  approximately $11.8 million, which resulted in a corresponding reduction to the
  recapitalization consideration paid to Hyundai. The payment was recorded as an
  operating expense during the three months ended September 30, 1999. This amount
  has been excluded from the pro forma operating results for the year ended
  December 31, 1999, as it represents a one-time charge directly related to our
  recapitalization.
  
     (2) The increase to pro forma interest expense as a result of our
  recapitalization is summarized as follows:
  Three Months
                                                        Year Ended     Ended
                                                       December 31,  March 31,
                                                           1999         1999
                                                       ------------ ------------
                                                             (in millions)
  Interest on term loans--8.86%....................    $ 13.3       $ 3.3
     Interest on senior subordinated notes due 2009--
      12.75%..........................................      19.1         4.8
     Amortization of debt issuance costs ($14.4
      million over 8 years) ..........................       1.8         0.5
                                                          ------       -----
     Interest expense from recapitalization debt
      requirements....................................      34.2         8.6
     Less: historical interest expense................     (21.2)       (3.0)
                                                          ------       -----
       Net increase...................................    $ 13.0       $ 5.5
                                                          ======       =====
  An increase or decrease in the assumed weighted average interest rate on the
  senior credit facilities of 0.125% would change pro forma interest expense by
  $187,500 for the year ended December 31, 1999.
  
     (3) As part of cost of revenues, we expect to include amortization expense
  based on the fair value of acquired intangibles over a period of seven years.
  The pro forma expense for the year ended December 31, 1999 is $1.7 million and
  the pro forma expense for the three months ended March 31, 1999 and 2000 is
  $0.4 million. Acquired intangibles comprise the estimated fair value of
  intellectual property, primarily trade secrets and patents.
  
     (4) The increase to pro forma interest as a result of the acquisition of the
  Malaysian business is summarized as follows:
  Three Months   Three Months
                                   Year Ended         Ended          Ended
                                December 31, 1999 March 31, 1999 March 31, 2000
                                ----------------- -------------- --------------
                                                  (in millions)
  Interest on term C loan--
      10.62625%................       $5.8             $1.5           $1.5
                                      ====             ====           ====
  (5) As a result of the recapitalization, we believe our effective tax rate
  will be 20% on an ongoing basis. We believe that the acquisition of the
  Malaysian business did not change our effective 20% tax rate. Accordingly, the
  pro forma adjustments reflect the income tax required to result in a pro forma
  income tax provision based on a 20% effective tax rate.
  
                                       F-17
  Notes to Unaudited Pro Forma Combined Condensed
                        Statement of Operations--(Continued)
  
     (6) A portion of the proceeds of the offering will be used to repay a
  portion of our senior subordinated notes and amounts outstanding under our
  senior credit facilities, resulting in lower debt after the offering and lower
  interest expense. The estimated pro forma reductions to interest expense for
  the pro forma year ended December 31, 1999 and the three months ended March 31,
  1999 and 2000 are set forth below:
  Three Months   Three Months
                                     Year Ended         Ended          Ended
                                  December 31, 1999 March 31, 1999 March 31, 2000
                                  ----------------- -------------- --------------
                                                    (in millions)
  Senior subordinated notes--
      12  3/4%..................        $ 6.6            $1.6           $1.6
     Senior credit facilities:
       term A loan--9.3825% in
        2000, 8.86% in 1999.....          6.2             1.5            1.6
       term B loan--10.1325% in
        2000, 8.86% in 1999.....          2.4             0.6            0.7
       term C loan--10.1325%....          5.6             1.4            1.4
       revolving loans--11.25%..          --              --             0.1
                                        -----            ----           ----
                                        $20.8            $5.2           $5.5
                                        =====            ====           ====
  (7) Net income (loss) available to common stockholders represents net income
  (loss) from continuing operations less dividends accreted on preferred stock,
  the accretion of the recorded value on the Intel warrant and, for the pro forma
  year ended December 31, 1999, the extraordinary loss on retirement of a portion
  of the debt in connection with recapitalization. The following table sets forth
  the computation of net income (loss) per share of common stock:
  Pro Forma As Adjusted
                                                         --------------------------------
                                                                      Three Months Ended
                             Year Ended December 31,      Year Ended       March 31,
                           ----------------------------  December 31, -------------------
                             1997       1998     1999        1999       1999      2000
                           ---------  -------- --------  ------------ --------- ---------
                                      (in thousands, except per share data)
  Net income (loss)....... $ (46,118) $ 32,303 $ (5,935)   $ 19,234   $   5,148 $   7,257
   Extraordinary item(a)..        --        --   (1,373)         --          --        --
   Mandatorily redeemable
    preferred stock
    dividends.............        --        --   (3,960)         --          --        --
   Accretion of the
    recorded value of the
    Intel warrant.........        --        --     (260)      (260)         --       (156)
                           ---------  -------- --------    --------   --------- ---------
  Net income (loss)
   available to common
   stockholders........... $(46,118)  $ 32,303 $(11,528)   $ 18,974   $   5,148 $   7,101
                           =========  ======== ========    ========   ========= =========
  Weighted average shares
   outstanding used for
   basic and diluted
   income (loss) per
   share:
  Class A common stock....                                  57,590     56,491    61,090
  Class L common stock....                                       --          --        --
                                                           --------   --------- ---------
  Common Stock............                                   57,590      56,491    61,090
                                                           --------   --------- ---------
  Basic earnings per
   share..................                                 $   0.33   $    0.09 $    0.12
                                                           ========   ========= =========
  Fully diluted shares
   outstanding............                                   58,132      56,491    62,313
  Diluted earnings per
   share..................                                 $   0.33   $    0.09 $    0.11
                                                           ========   ========= =========
  ---------------------
  (a) On early retirement of some of the debt upon recapitalization, we incurred
      termination penalties and recorded an extraordinary loss of $1.4 million,
      net of related tax benefit.
  
                                       F-18
  Notes to Unaudited Pro Forma Combined Condensed
                        Statement of Operations--(Continued)
  
     (8) The estimated fully-diluted number of shares expected to be outstanding
  after this offering and the concurrent private placement, including the shares
  of Class A common stock issuable upon the exercise of options outstanding or
  expected to be issued prior to the closing of this offering and the shares of
  Class B common stock issuable upon the exercise of a warrant held by Intel, is
  68,604,714 shares.
  
     (9) Dividends on our Class B preferred stock accrete on a daily basis at a
  rate of 12.5% per annum. Until February 5, 2005, dividends will not be paid in
  cash, but will be capitalized as accumulated and unpaid dividends as part of
  mandatorily redeemable preferred stock.
  
     (10) Dividends on our Class A convertible preferred stock accrete on a daily
  basis at a rate of 10% per annum. Accumulated and unpaid dividends as of the
  balance sheet date are capitalized as part of mandatorily redeemable preferred
  stock.
  
     (11) Dividends on our Class C preferred stock accrete on a daily basis at a
  rate of 5% per annum. Accumulated and unpaid dividends as of the balance sheet
  date are capitalized as part of mandatorily redeemable preferred stock. The
  Class C preferred stock has been valued at $15.8 million and has a liquidation
  value of $17.5 million, with the difference being accreted over a three-year
  period to the redemption date.
  
                                       F-19
  UNAUDITED PRO FORMA
  
                         BALANCE SHEET AS OF MARCH 31, 2000
                                   (In thousands)
  Pro Forma
                                          Malaysian  Acquisition    Pro Forma                  as Adjusted
                            ChipPAC, Inc.  Business   Pro Forma      Before     Offering         for the
                             Historical   Historical Adjustments    Offering   Adjustments      Offering
                            ------------- ---------- -----------    ---------  -----------     -----------
           ASSETS
           ------
  Current assets:
   Cash and cash
    equivalents...........    $  19,538    $  2,082   $    --       $  21,620   $  25,000 (8)   $  46,620
   Accounts receivable,
    less allowance for
    doubtful accounts.....       35,535         --         --          35,535         --           35,535
   Inventories............       14,941       5,612        --          20,553         --           20,553
   Deferred taxes.........          716         --         --             716         --              716
   Prepaid expenses and
    other current assets
    ......................        7,799         373      1,800 (1)      9,972         --            9,972
                              ---------    --------   --------      ---------   ---------       ---------
     Total current
      assets..............       78,529       8,067      1,800         88,396      25,000         113,396
  Property, plant and
   equipment, net.........      229,430      83,983    (10,623)(2)    302,790         --          302,790
  Intangibles ............          --          --      11,806 (3)     11,806         --           11,806
  Other assets............       20,995         --         --          20,995         --           20,995
                              ---------    --------   --------      ---------   ---------       ---------
     Total assets.........    $ 328,954    $ 92,050   $  2,983      $ 423,987   $  25,000       $ 448,987
                              =========    ========   ========      =========   =========       =========
  LIABILITIES, MANDATORILY
    REDEEMABLE PREFERRED
      STOCK AND EQUITY
  ------------------------
  Current liabilities:
   Revolving loans........    $   7,500    $    --    $    --       $   7,500   $  (7,500)(9)   $     --
   Accounts payable.......       35,723       7,369        --          43,092         --           43,092
   Accrued expenses and
    other liabilities ....       18,725       2,926      7,500 (4)     29,151         --           29,151
   Current portion of
    long-term debt........        7,300         --         --           7,300         --            7,300
   Payable to parent .....          --       14,934   (14,934) (5)        --          --              --
                              ---------    --------   --------      ---------   ---------       ---------
     Total current
      liabilities.........       69,248      25,229     (7,434)        87,043      (7,500)         79,543
                              ---------    --------   --------      ---------   ---------       ---------
  Long-term debt, less
   current portion........      292,700         --      55,000        347,700    (205,400)(9)     142,300
  Deferred taxes..........          --        4,622      1,830          6,452         --            6,452
  Other long-term
   liabilities............        4,514         --         --           4,514         --            4,514
                              ---------    --------   --------      ---------   ---------       ---------
     Total liabilities....      366,462      29,851     49,396        445,709    (212,900)        232,809
                              ---------    --------   --------      ---------   ---------       ---------
  Commitments and
   contingencies
  Mandatorily redeemable
   preferred stock:
   10.0% cumulative
    convertible preferred
    stock, class A held
    by Intel--par value
    $0.01 per share:
    10,000 shares
    authorized, issued
    and outstanding at
    March 31, 2000,
    actual and pro forma;
    no shares issued and
    outstanding, pro
    forma as adjusted.....        9,832         --         --           9,832      (9,832)(9)         --
   12.5% cumulative
    preferred stock,
    class B held by
    Hyundai--par value
    $0.01 per share:
    105,000 shares
    authorized and 70,000
    shares issued and
    outstanding at March
     31, 2000, actual and
    pro forma; no shares
    issued and
    outstanding, pro
    forma as adjusted.....       75,853         --         --          75,853     (75,853)(9)         --
   5% cumulative
    convertible preferred
    stock, class C held
    by Intersil--par
    value $0.01 per
    share; 17,500 shares
    authorized, no shares
    issued and
    outstanding at March
    31, 2000, actual;
    17,500 shares issued
    and outstanding, pro
    forma; no shares
    issued and
    outstanding, pro
    forma as adjusted ....          --          --      15,786 (6)     15,786     (15,786)(9)         --
  Stockholders' equity
   (deficit):
   Common stock, class
    A--par value $0.01
    per share;
    180,000,000 shares
    authorized,
    96,254,000 shares
    issued and
    outstanding at March
    31, 2000, actual and
    pro forma
    (250,000,000 shares
    authorized and
    68,604,714 issued,
    pro forma as
    adjusted).............          974      81,092   (81,092) (7)        974        (288)(9)         686
   Common stock, class
    B--par value $0.01
    per share;
    180,000,000 shares
    authorized, no shares
    issued or outstanding
    at March 31, 2000,
    actual and pro forma
    (250,000,000 shares
    authorized and no
    shares issued pro
    forma as adjusted)....          --          --         --             --          --              --
   Common stock, class
    L--par value $0.01
    per share; 20,000,000
    shares authorized,
    10,456,000 shares
    issued and
    outstanding at
    March 31, 2000,
    actual and pro forma
    (no shares authorized
    or issued, pro forma
    as adjusted)..........          104         --         --             104        (104)(9)         --
   Warrants, class B
    Common Stock (the
    Intel Warrant)........        1,250         --         --           1,250         --            1,250
   Additional paid-in-
    capital...............       86,336       5,923     (5,923)(7)     86,336     348,392 (9)     434,728
   Divisional equity, net
    of capital
    redemption............     (167,714)        --                   (167,714)        --         (167,714)
   Receivable from
    shareholders..........       (1,478)        --         --          (1,478)        --           (1,478)
   Accumulated deficit ...      (51,834)    (24,816)  (24,816) (7)    (51,834)     (8,629)(10)    (60,463)
   Accumulated other
    comprehensive income
    (loss)................        9,169         --         --           9,169         --            9,169
                              ---------    --------   --------      ---------   ---------       ---------
     Total stockholders'
      equity (deficit)....     (123,193)     62,199    (46,413)      (123,193)    339,371         216,178
                              ---------    --------   --------      ---------   ---------       ---------
     Total liabilities,
      mandatorily
      redeemable preferred
      stock and equity....    $ 328,954    $ 92,050   $  2,983      $ 423,987   $  25,000       $ 448,987
                              =========    ========   ========      =========   =========       =========
  -------------------
  See Notes to Unaudited Pro Forma Balance Sheet.
  
                                       F-20
  Notes to Unaudited Pro Forma Balance Sheet
  
     On June 30, 2000, we consummated the acquisition of Intersil's Malaysian
  business. The acquisition is being accounted for using purchase accounting.
  Under purchase accounting, the total purchase price of the Malaysian business
  is being allocated to the acquired assets and liabilities based on their
  relative fair values as of the closing date of the acquisition. We are
  undertaking a study which will be finalized to determine the allocation of the
  total purchase price to the various assets acquired and the liabilities
  assumed. Accordingly, the final allocations could be different from the amounts
  reflected below, and these differences may be significant. The purchase price
  of $70.0 million represents the total of the cash consideration and the stated
  value of the Class C preferred stock exchanged for the whole of the issued
  shares of the Malaysian business and certain intellectual property. The amount
  and components of the estimated purchase price along with the allocation of the
  estimated purchase price to assets purchased and liabilities assumed as though
  the Malaysian business acquisition had occurred on March 31, 2000 are as
  follows:
  (in millions)
  Purchase Price:
   Cash consideration...............................................     $52.5
   Estimated fair value of Class C preferred stock..................      15.8
   Estimated expenses...............................................       3.5
  Less: payment due from Intersil...................................      (1.8)
                                                                         -----
                                                                         $70.0
                                                                         =====
  Allocation of Purchase Price:
   Estimated fair value of
    Buildings.......................................................     $16.9
    Plant and equipment.............................................      56.5
    Intellectual property...........................................      11.8
    Restructuring accrual...........................................      (7.5)
    Deferred taxes..................................................      (6.9)
    Net other assets and liabilities................................      (0.8)
                                                                         -----
                                                                         $70.0
                                                                         =====
  There is no goodwill arising from the acquisition of the Malaysian business.
  The estimated fair value of total assets and liabilities exceeded the purchase
  price, resulting in negative goodwill of $57.7 million. The negative goodwill
  has been allocated in full to non-current assets as summarized below:
  Estimated Negative
                                                      Fair    Goodwill   Adjusted
     Non-current asset                                Value   Allocated Fair Value
     -----------------                              --------- --------- ----------
                                                            (in millions)
  Buildings.....................................  $ 29.0    $(12.1)    $16.9
     Plant and equipment...........................    93.0     (36.5)     56.5
     Intellectual property.........................    20.9      (9.1)     11.8
                                                     ------    ------     -----
                                                     $142.9    $(57.7)    $85.2
                                                     ======    ======     =====
  The terms of the acquisition of the Malaysian business require, for the
  period from the closing of the acquisition to June 30, 2003, the payment of
  additional contingent incentive payments to the seller based on the achievement
  of milestones with respect to the transfer of the seller's packaging business,
  currently subcontracted by the seller to a third party, to us. These contingent
  payments will be recorded as additional purchase price if and when earned and
  paid on a quarterly basis.
  
      (1) The terms of the transaction require Intersil to pay $1.8 million to us
  on October 1, 2000. This payment for expenses expected to be incurred by us
  after the acquisition is completed has been recorded as a receivable and a
  reduction in purchase price.
  
                                       F-21
  Notes to Unaudited Pro Forma Balance Sheet--(Continued)
  
      (2) The acquisition pro forma adjustment to property, plant and equipment
  has been computed as set out below:
  As of
                                                                 March 31, 2000
                                                                 ----------------
                                                                  (in millions)
  Malaysian business historical basis........................          $  84.0
     Fair value adjustments..................................... $  38.0
     Allocation of negative goodwill............................   (48.6)   (10.6)
                                                                 -------  -------
     Pro forma basis............................................          $  73.4
                                                                          =======
  (3) Intangibles comprise the estimated fair value of intellectual property
  acquired, primarily consisting of trade secrets and patents. The pro forma
  adjustment is a result of the purchase price allocation.
  
      (4) An accrual of $7.5 million has been established for expected costs of
  restructuring the Malaysian business. These one time non-recurring costs are
  expected to be incurred in connection with factory reorganization, product
  discontinuance and employee related costs.
  
      (5) Reflects the elimination of the liability payable to the parent entity
  in accordance with the terms of the purchase agreement for the Malaysian
  business.
  
      (6) The Class C preferred stock has been independently valued at $15.8
  million and has a liquidation value of $17.5 million.
  
      (7) Reflects the elimination of the Malaysian business' historical equity
  as a result of purchase accounting.
  
      (8) Reflects the net proceeds from the concurrent private placement.
  
      (9) The offering and the concurrent private placement contemplate using the
  estimated net proceeds of $320.5 million for the repayment of amounts owing
  under the revolving loans of $7.5 million, the senior subordinated notes of
  $52.5 million, exclusive of the redemption premium and accrued interest, and
  term loans of $152.9 million. The remaining $25.0 million of net proceeds has
  been added to cash balances. The offering also contemplates the conversion of
  Class A convertible preferred stock and Class C preferred stock into shares of
  our Class A common stock and the redemption of Class B preferred stock.
  
       (10) Pro forma adjustments to accumulated deficit arising from the
  offering are set forth below:
  (in millions)
  Prepayment fee on redemption of senior subordinated notes....     $6.7
     Accretion to liquidation value:
       Class A convertible preferred stock........................      0.1
       Class B preferred stock....................................      0.1
       Class C preferred stock....................................      1.7
                                                                       ----
                                                                       $8.6
                                                                       ====
  F-22