FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of  August, 2004

Commission File Number:    001-16125

Advanced Semiconductor Engineering, Inc.
(Exact name of Registrant as specified in its charter)

26 Chin Third Road
Nantze Export Processing Zone
Kaoshiung, Taiwan
Republic of China
(Address of principal executive offices)

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

Form 20-F    X     Form 40-F        

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

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant




foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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

Yes           No    X  

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
Not applicable






Signatures

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

  ADVANCED SEMICONDUCTOR
ENGINEERING, INC.


Date: August 5, 2004 By:   /s/ Joseph Tung
     
  Name:
Title:
  Joseph Tung
Chief Financial Officer




ITEM 1
Advanced Semiconductor Engineering, Inc. 

     
FOR IMMEDIATE RELEASE     
 
Contact:     
 
ASE, Inc.               Joseph Tung, CFO / Vice President
               Freddie Liu, Financial Controller
Room 1901, No. 333, Section 1              ir@aseglobal.com
Keelung Road, Taipei, Taiwan, 110    
               Clare Lin, US Contact
Tel: + 886.2.8780.5489              clare.lin@aseus.com
Fax: + 886.2.2757.6121              Tel: + 1.408.986.6524
http://www.aseglobal.com     

ADVANCED SEMICONDUCTOR ENGINEERING, INC. REPORTS CONSOLIDATED
YEAR 2004 SECOND-QUARTER FINANCIAL RESULTS

Taipei, Taiwan, R.O.C., August 3rd, 2004 – Advanced Semiconductor Engineering, Inc. (TAIEX: 2311, NYSE: ASX) ("We", ASE", or the "Company"), the world's largest independent provider of IC packaging and testing services, today reported unaudited consolidated net revenues1 of NT$20,290 million for the second quarter of 2004 (2Q04), up 59% year-over-year and up 18% sequentially. Net income for the quarter totaled NT$2,020 million, up 461% year-over-year and up 23% sequentially. EPS for the quarter was NT$0.55, or US$0.082, per ADS, up 450% year-over-year and 25% sequentially. ASE's Q2 revenue marks the highest quarterly revenue level in the Company's history

"We are very pleased with our quarterly earnings, and we are confident in reaching our goal of growing our revenue by 50% on a full year basis," commented Mr. Jason Chang, Chairman of ASE. "We believe that our current quarter revenue has proven our integrated business model, capital investment and business expansion to be effective. We believe our business in the second half of 2004 will keep growing as we continue to gain market share in the high-end IC packaging and testing segment."

"Continuing our business expansion, we completed the acquisition of NEC's Yamagata IC packaging and testing operations on June 1st and are expecting to leverage this added platform to grow our revenues from Japan significantly in the future periods. In Taiwan, we completed the merger of ASE Chung Li and ASE Material with the parent company on August 1st to further streamline our operations. Our new manufacturing plant in Kaohsiung is also scheduled to be completed in Q3, which will provide the needed space for further expansion in Taiwan. In China, we have been successful in securing land lots in the Shanghai area sufficient for long term expansion and are initiating ramp up in Q4."

"Despite the weak sentiment in the market recently, we believe the fundamentals of our business model remain solid and the gap between ASE and our competitors has been and will continue to widen given our effective strategy implementation. While celebrating ASE's 20th anniversary and the solid progress we have made so far in 2004, we will continue to execute our business plan with extreme caution and therefore maintain our positive outlook for the quarters to come."

1 All financial information presented in this press release is unaudited, consolidated and prepared in accordance with generally accepted accounting principles in the Republic of China, or ROC GAAP. Such financial information is generated internally by us, and has not been subjected to the same review and scrutiny, including internal auditing procedures and review by independent auditors, to which we subject our audited consolidated financial statements, and may vary materially from the audited consolidated financial information for the same period. Any evaluation of the financial information presented in this press release should also take into account our published audited consolidated financial statements and the notes to those statements. In addition, the financial information presented is not necessarily indicative of our results for any future period.

 

  1 August 3, 2004

Advanced Semiconductor Engineering, Inc. 

RESULTS OF OPERATIONS

2Q04 Results

 Net revenues amounted to NT$20,290 million, up 18% sequentially and 59% year-over-year.
   The revenue contribution from IC packaging operations, testing operations, module
   assembly, and others were NT$12,756 million, NT$4,102 million, NT$3,376 million and
   NT$56million, respectively.
 Gross profit for 2Q04 was NT$4,469 million, up19% compared to NT$3,769 million in 1Q04.
   Gross margin of 22% for the quarter remained flat from the previous quarter, while it
   increased significantly from 15% in 2Q03.
 Total operating expenses during 2Q04 were NT$2,110 million, which increased by NT$154
   million or 8% from the previous quarter. R&D and SG&A expenses as a percentage of net
   revenues remained flat sequentially. On a year-over-year basis, R&D and SG&A expenses
   as a percentage of net revenues decreased by 1% and 2%, respectively due to expanded
   revenue base.
 Operating profit for 2Q04 reached NT$2,359 million, which grew by NT$546 million or 30%
   from the previous quarter, and grew by NT$2,200 million or 1384% year-over-year.
   Operating margin was 12% in 2Q04, which improved from 11% in Q104 and 1% in Q203.
 We recorded net non-operating expenses of NT$301 million in 2Q04, which increased by
   NT$56 million or 23% sequentially and increased by NT$3 million or 1% year-over-year. The
   sequential increase is mainly because of the lower net exchange gain of about NT$77 million
   in 2Q04 and the increase of financial handling charges by NT$16 million, which were offset
   by the decrease of interest expense of NT$35 million, increase of interest revenue of NT$7
   million and decrease in loss on long-term investment of NT$6 million.
  - The decrease in interest expense is mainly due to lower interest rates.
  - The lower net exchange gain was mainly attributable to the appreciation of the US dollar
    against the NT dollar that had a negative impact on our US dollar-based debts and
    payables.
  - Loss on long-term investment was NT$29 million, consisting of NT$26 investment gain
    from minority-owned affiliates and NT$55 million of goodwill amortization related to such
    minority-owned affiliates. The investment gain from minority-owned shareholders
    included NT$57 million of investment income from Universal Scientific Industrial Co.
    ("USI"), NT$18 million of investment loss from Hung Ching Construction and NT$13
    million of investment loss from other invested companies.
 Income before tax was NT$2,058 million for 2Q04. We recognized an income tax benefit of
   NT$567million during the quarter. Minority interest adjustment for the quarter increased by
   NT$401million to NT$605 million, primarily due to the increased earnings contributed by
   ASETest Limited and ASE Material.
 In 2Q04, net income amounted to NT$2,020 million, up by NT$383 million or 23%
   sequentially and up by NT$1,660 million or 461% year-over-year. For the first six months of
   2004,the Company's net income totaled NT$3,657 million, compared with NT$12 million in
   the first half of 2003.
 Our total shares outstanding at the end of the quarter were 3,579,914,106. Our earnings per
   share for the second quarter of 2004 was NT$0.55, or US$0.082 per ADS, based on
   3,806,572,194weighted average number of shares outstanding during the second quarter.
   For the first half of 2004, the Company's earnings per share were NT$0.99, compared with
   NT$0.004in the first half of 2003.

LIQUIDITY AND CAPITAL RESOURCES
 
 Capital expenditures in 2Q04 totaled US$237 million, of which US$106 million was for IC
   packaging, US$18 million for module assembly, US$65 million for testing and US$48 million
   for interconnect materials. Capital expenditures in the first half of 2004 totaled US$373
   million, of which US$166 million was for IC packaging, US$28 million for module assembly,
   US$124 million for testing and US$55 million for interconnect materials.
 EBITDA for the quarter totaled NT$6,138 million, up 67% year-over-year and up 12%

  2 August 3, 2004




Advanced Semiconductor Engineering, Inc.
 

   sequentially, primarily as a result of an increase in pre-tax income.
 As of June 30, 2004, we had cash on hand plus short-term investment of NT$13,185 million,
   which increased by NT$2,660 million when compared to the end of 1Q04.
 As of June 30, 2004, we had total bank debt of NT$50,263 million, consisting of NT$9,259
   million of revolving working capital loans, NT$7,389 million of current portion of long-term
   debt, NT$23,918 million of long-term debt and NT$9,697 million long-term bonds payable.
   Total unused banking facilities amounted to NT$13,849 million.
 Total number of employees reached 30,983 as of June 30, 2004.

BUSINESS REVIEW

IC Packaging Services

 Revenues generated from our IC packaging operations were NT$12,756 million during the
   quarter, up NT$966 million or 8% sequentially and up NT$3,705 million or 41%
   year-over-year. On a sequential basis, the significant increase in packaging revenue was
   primarily due to volume increase and improved average selling price, as a result of product
   mix change.
 Revenues from flip chip packaging (including wafer bumping) accounted for 10% of total IC
   packaging revenues, up 1% from the previous quarter and year-over-year.
 Revenues from BGA and other substrate-based packaging contributed 46% of total IC
   packaging revenues during the quarter, slightly up from 45% in 1Q04 and 43% in Q203.
 Advanced leadframe-based packaging, including QFP, TQFP, LQFP, QFN and BCC,
   accounted for 29% of total IC packaging revenues, down slightly from 31% in the previous
   quarter and 32% in 2Q03.
 Gross margin for our IC packaging operations was 22%, up 1% sequentially and up 8%
   year-over-year.
 Capital expenditure on our IC packaging operations amounted to US$106 million during the
   quarter, of which US$85 million was for wirebonding packaging capacity, and US$21 million
   was for wafer bumping and flip chip packaging equipment.
 As of June 30, 2004, there were 6,322 wirebonders in operation. A total of 789 wirebonders
   were added during the second quarter of 2004.

Testing Services

 Revenues generated from our testing operations were NT$4,102 million, up NT$683 million
   or 20% sequentially and up NT$1,350 million or 49%, mainly due to volume increase. ASP
   has remained relatively stable from the previous quarter.
 Final testing contributed 74% to total testing revenues, down by 3% from the previous quarter.
   Wafer sort contributed 22% to total testing revenues, up by 2% from the previous quarter.
   Engineering testing contributed 4% to total testing revenues, up by 1%.
 Gross margin for our testing operations was 29%, which significantly improved by 4%
   sequentially and 10% year-over-year. The main reason for the increase in gross margin is
   the higher utilization rate for testers as customer demand significantly increased and
   improved efficiency.
 Capital spending on our testing operations amounted to US$65 million during the quarter.
 As of June 30, 2004, we operated a total of 1,492 testers, including 250 testers added during
   the quarter.

Module Assembly Services

 Revenues generated from our module assembly operations were NT$3,376 million, up
   NT$1,421 million or 73% sequentially and up NT$2,440 million or 261% year-over-year
   mainly due to ASP increase and volume increase.
 Camera module assembly revenue accounted for 67% of the total module assembly
   revenues, while RF and baseband module assembly accounted for 33%. In the previous
   quarter, camera module assembly was roughly 55% of module assembly revenues, while RF
   and baseband module assembly was about 45%.

  3 August 3, 2004

Advanced Semiconductor Engineering, Inc. 

Interconnect Materials

 ASE Materials recorded revenues of NT$2,077 million for the quarter, up by NT$264 million
   or 15% sequentially and up by NT$944 million or 83% year-over-year. Gross margin for ASE
   Material reached 24% during the quarter, which improved significantly from 22% if 1Q04 and
   from 4% in 2Q03. In the second quarter of 2004, ASE Material supplied 51% (by value) of
   our total PBGA substrate requirements. Substantially all of ASE Material's revenues were
   derived from inter-company sales and therefore were not reflected in ASE's consolidated
   revenues.

Customers

 Our five largest customers together accounted for approximately 36% of our net revenues in
   2Q04, compared to 35% in 1Q04 and in 2Q03. Only one customer accounted for more than
   10% of our total revenues.
 Our top 10 customers contributed 50% of our revenues during the quarter, compared to 51%
   in 1Q04 and 53% in 2Q03.
 Our customers that are integrated device manufacturers, or IDMs, accounted for 51% of our
   revenues in 2Q04, compared to 47% in 1Q04 and 52% in 2Q03.

Quarterly Highlights

 ASE held ASE US Customer Appreciation Day in Santa Clara, CA, and Tech Forum Boston
   and Customer Appreciation Day in Boston. Over 500 customers attended the event in Santa
   Clara, and over 85 attended the event in Boston.
 ASE closed the acquisition of NEC IC packaging and testing operations in Yamagata, Japan.
 ASE was ranked amongst Business Week's INFO TECH 100 List.

About ASE Inc.

ASE Inc. is the world's largest independent provider of IC packaging services and, together with its subsidiary ASE Test Limited (Nasdaq: ASTSF), the world's largest independent provider of IC testing services, including front-end engineering testing, wafer probing and final testing services. The Company's international customer base of more than 200 customers include such leading names as ATI Technologies Inc., Cirrus Logic International Ltd., IBM Corporation, Motorola, Inc., NVIDIA Corporation, Koninklijke Philips Electronics N.V., Qualcomm Incorporated, STMicroelectronics N.V. and VIA Technologies, Inc. With advanced technological capabilities and a global presence spanning Taiwan, Korea, Japan, Singapore, Malaysia and the United States, ASE Inc. has established a reputation for reliable, high quality products and services. For more information, visit our website at http://www.aseglobal.com.

Safe Harbor Notice

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although these forward-looking statements, which may include statements regarding our future results of operations, financial condition or business prospects, are based on our own information and information from other sources we believe to be reliable, you should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release. The words "anticipate", "believe", "estimate", "expect", "intend", "plan" and similar expressions, as they relate to us, are intended to identify these forward-looking statements in this press release. Our actual results of operations, financial condition or business prospects may differ materially from those expressed or implied in these forward-looking statements for a variety of reasons, including risks associated with cyclicality and market conditions in the semiconductor industry; demand for the outsourced semiconductor packaging and testing services we offer and for such outsourced services generally; the highly competitive semiconductor industry; our ability to introduce new packaging, interconnect materials and testing technologies in order to remain competitive; our ability to successfully integrate pending and future mergers and acquisitions; international business activities; our business strategy; general economic and political conditions; possible disruptions in commercial activities caused by natural or human-induced disasters, including terrorist activity and armed conflict; our future expansion plans and capital expenditures; the strained relationship between the Republic of China and the People's Republic of China; fluctuations in foreign currency exchange rates; and other factors. For a discussion of these risks and other factors, please see the documents we file from time to time with the Securities and Exchange Commission, including our 2003 Annual Report on Form 20-F filed on June 30, 2004.

     
  4 August 3, 2004

Supplemental Financial Information

Consolidated Operations 

     Amounts in NT$ Millions 2Q/04 1Q/04 2Q/03
Net Revenues
Revenues by End Application
20,290 17,221 12,773
       
     Communication 43% 39% 36%
     Computer 31% 34% 34%
     Automotive and Consumers 23% 25% 29%
     Others 3% 2% 1%
Revenues by Region       
     North America 56% 54% 64%
     Europe 7% 8% 8%
     Taiwan 28% 31% 24%
     Japan 4% 3% 2%
     Other Asia 5% 4% 2%

IC Packaging Services

     Amounts in NT$ Millions 2Q/04 1Q/04 2Q/03
Net Revenues
Revenues by End Application
12,756 11,790 9,051
     Communication 30% 29% 30%
     Computer 42% 43% 41%
     Automotive and Consumers 26% 26% 29%
     Others 2% 2% 0%
Revenues by Packaging Type       
     Flip Chip & Bumping 10% 9% 9%
     Traditional substrate based 46% 45% 43%
     Advanced leadframe based 29% 31% 32%
     Traditional leadframe based 10% 9% 11%
     Others 5% 6% 5%
Capacity       
     CapEx (US$ Millions) * 106 60 41
     Number of Wirebonders 6,322 5,553 4,688

Testing Services

     Amounts in NT$ Millions 2Q/04 1Q/04 2Q/03
Net Revenues 
Revenues by End Application 
4,102 3,419 2,752
     Communication 39% 39% 35%
     Computer 20% 21% 24%
     Automotive and Consumers 33% 34% 38%
     Others 8% 6% 3%
Revenues by Testing Type       
     Final test 74% 77% 82%
     Wafer sort 22% 20% 13%
     Engineering test 4% 3% 5%
Capacity       
     CapEx (US$ Millions)* 65 59 43
     Number of Testers 1,492 1,288 1,107
     
  5 August 3, 2004

Advanced Semiconductor Engineering, Inc.
Consolidated
Summary Income Statements Data
(In NT$ millions, except per share data)
(Unaudited)

                     
  For the three months ended   For the six months ended  

 
 
  Jun. 30   Mar. 31   Jun. 30   Jun. 30   Jun. 30  
  2004   2004   2003   2004   2003  
Net revenues:                    
 IC Packaging 12,756   11,790   9,051   24,546   17,593  
 Testing 4,102   3,419   2,752   7,521   5,287  
 Module Assembly 3,376   1,955   936   5,331   1,415  
 Others 56   57   34   113   62  

 
 
 
 
 
Total net revenues 20,290   17,221   12,773   37,511   24,357  

 
 
 
 
 
 
Cost of revenues 15,821   13,452   10,803   29,273   20,876  

 
 
 
 
 
Gross Profit 4,469   3,769   1,970   8,238   3,481  

 
 
 
 
 
 
Operating expenses:                    
 Research and development 595   584   550   1,179   1,093  
 Selling, general and administrative 1,515   1,372   1,261   2,887   2,430  

 
 
 
 
 
 Total operating expenses 2,110   1,956   1,811   4,066   3,523  

 
 


 
 
Operating income (loss) 2,359   1,813   159   4,172   (42 )

 
 
 
 
 
 
Net non-operating (income) expenses:                    
 Interest expenses (income) - net 197   225   358   422   747  
 Foreign exchange loss (gain) - net (5 ) (82 ) 25   (87 ) 40  
 Loss (income) on long-term investment 29   35   63   64   159  
 Loss (gain) on disposal of assets 44   40   (96 ) 84   (43 )
 Others 36   27   (52 ) 63   (95 )

 
 
 
 

 Total non-operating expenses 301   245   298   546   808  

 
 
 
 

Income (loss) before tax 2,058   1,568   (139 ) 3,626   (850 )

 
 
 
 

 
Income tax expense (benefit) (567 ) (273 ) (504 ) (840 ) (512 )

 
 
 
 
 
Net income (loss) before minority interest 2,625   1,841   365   4,466   (338 )

 
 
 
 
 
 
Minority interest 605   204   5   809   (350 )
Net income (loss) 2,020   1,637   360   3,657   12  
 
Per share data:                    
Earnings per common share                    
– Basic   NT$0.56   NT$0.46   NT$0.10   NT$1.02   NT$0.004  
– Diluted   NT$0.55   NT$0.44   NT$0.10   NT$0.99   NT$0.004  
 
Earnings per pro forma equivalent ADS                    
– Basic   US$0.085   US$0.068   US$0.015   US$0.153   US$0.001  
– Diluted   US$0.082   US$0.066   US$0.015   US$0.148   US$0.001  
 
Number of weighted average shares 3,806,572   3,836,569   3,456,420   3,824,065   3,428,239  
used in diluted EPS calculation (in                    
thousands)                    
 
Forex (NT$ per US$1) 33.30   33.49   34.70   33.40   34.67  

  6 August 3, 2004

Advanced Semiconductor Engineering, Inc.
Consolidated Summary Balance Sheet Data
(In NT$ millions)
(Unaudited)

 
  As of Jun. 30, 2004   As of Mar. 31, 2004


 
Current assets:
 
   
 Cash and cash equivalents 10,045    7,223
 Short-term investments 3,140    3,302
 Notes and accounts receivable 16,656    14,120
 Inventories 8,393    6,237
 Others 3,116    2,453


 Total 41,350    33,335
 
Long-term investments 6,211    6,269
Properties – net 75,377    69,205
Other assets 9,897    9,307


Total assets 132,835    118,116


 
Current liabilities:
 
   
 Short-term debts – revolving credit 9,259    8,853
 Short-term debts – current portion of long-term      
       debts 7,389    5,565
 Short-term debts – current portion of long-term      
       bonds payable 0    0
 Notes and accounts payable 7,916    5,691
 Others 13,460    11,172


 Total 38,024    31,281
 
Long-term debts 23,918    19,792
Long-term bonds payable 9,697    9,484
Other liabilities 1,634    815


Total liabilities 73,273    61,372
 
Minority interest 10,887    10,274
 
Shareholders' equity 48,675    46,470


Total liabilities & shareholders' equity 132,835    118,116



  7 August 3, 2004