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

February 10, 2004

Commission File Number 001-31335

AU Optronics Corp.
(Translation of registrant’s name into English)

No. 1 Li-Hsin Road 2
Science-Based Industrial Park
Hsinchu, Taiwan
(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

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INDEX TO EXHIBITS

Item

1.	Taiwan Stock Exchange filing entitled, “The Board Resolution to convene the 2004 Annual General Shareholders' Meeting”, dated February 10, 2004
2.	Taiwan Stock Exchange filing entitled, “The Board Resolution to propose distribution of 2003 profits”, dated February 10, 2004
3.	Taiwan Stock Exchange filing entitled, “The Board Resolution to propose capital increase resulting from stock dividends and employee stock bonus”, dated February 10, 2004
4.	Taiwan Stock Exchange filing entitled, “The Board Resolution to propose secured corporate bond issuance as per the agreement of NTD 35 billion syndication loan”, dated February 10, 2004
5.	Taiwan Stock Exchange filing entitled, “The Board Resolution to propose new rights issue to sponsor DR offering”, dated February 10, 2004
6.	Investor Conference Materials entitled, “AU Optronics 2003 4th Quarter Results”, dated February 10, 2004
7.	Investor Conference Materials entitled, “FY 2003 Audited Unconsolidated and Consolidated Financial Statements”, dated February 10, 2004.

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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.

	AU Optronics Corp.
Date: February 10, 2004	By:	/s/ Max Weishun Cheng
		Name: Max Weishun Cheng Title:    Chief Financial Officer

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AU Optronics Corporation
February 10, 2004
English Language Summary

Subject:

The Board Resolution to convene the 2004 Annual General Shareholders' Meeting

Regulation:	Published pursuant to Article 2-17 of the Taiwan Stock Exchange’s operating procedures for the Publication of Material Information by Listed Companies

Date of events:	2004/02/10

Content:

1.	Date of the board of directors resolution: 2004/02/10
2.	Date for convening the shareholders' meeting: 2004/04/29
3.	Location for convening the shareholders' meeting: 2, Hsin-An Road, Science-Based Industrial Park, Hsinchu, Taiwan R.O.C.

4.	Cause or subjects for convening the meeting:
		Reports of 2003 business
	‚	Acknowledgement: The 2003 Business Report and Financial Statements.
	ƒ	Discussions:

		(1)	Proposal of revisions to Article of Incorporation.
		(2)	Election of Directors and Supervisors.
		(3)	Proposal for distribution of 2003 profits.
		(4)	Proposal of the capitalization of 2003 dividends and employee profit sharing.
		(5)	Proposal of the new rights issue to sponsor DR offering.
		(6)	Proposal of releasing Directors from non-competition restrictions.
5.	Starting and ending dates of suspension of share transfer: 2004/03/01 – 2004/04/29
6.	Any other matters that need to be specified: N/A

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AU Optronics Corporation
February 10, 2004
English Language Summary

 

Subject:	The Board Resolution to propose distribution of 2003 profits

Regulation:	Published pursuant to Article 2-14 of the Taiwan Stock Exchange’s operating procedures for the Publication of Material Information by Listed Companies

Date of events:

2004/02/10

Content:

1.	Date of the board of directors resolution: 2004/02/10
2.	Type and monetary amount of dividend distribution: A cash dividend of NT$1,200 and a stock dividend of 50 shares for every 1,000 shares will be proposed to the common shareholders.
3.	Any other matters that need to be specified:
	(1)	Proposal for employee’s profit sharing of NT$380,536,260 in cash and NT$ 887,917,940 in stock, and cash compensation of NT$70,469,678 for the board of directors and supervisors.
	(2)	The amount of employee stock bonus is estimated to be 29.04% of total capitalization resulting from stock dividends and employee stock bonus and 1.91% of total shares outstanding after the capitalization.
	(3)	Adjusted EPS will be NT$3.30 to reflect distribution of employee profit sharing and cash compensation for board of directors and supervisors.

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AU Optronics Corporation
February 10, 2004
English Language Summary

 

Subject:	The Board Resolution to propose capital increase resulting from stock dividends and employee stock bonus.

Regulation:	Published pursuant to Article 2-11 of the Taiwan Stock Exchange’s operating procedures for the Publication of Material Information by Listed Companies

Date of events:

2004/02/10

Content:

1.	Date of the board of directors resolution: 2004/02/10
2.	Source of capital increase funds: Retained Earnings
3.	Number of shares issued: 305,803,656 shares (including employee stock bonus)
4.	Par value per share: NT$10
5.	Total monetary amount of the issue: NT$3,058,036,560
6.	Issue price: N/A
7.	Number of shares subscribed by or allotted to employees: 88,791,794 shares
8.	Number of shares publicly sold: N/A
9.	Ratio of shares subscribed by or allotted as stock dividends to existing shareholders: 50 shares for every 1,000 shares held by common shareholders.
10.	Method of handling fractional shares and shares unsubscribed by the deadline: If a portion of the dividend does not amount to one full share, the shareholders concerned may arrange pooling together their fractional shares to form one full share and register the same within 5 days after the record date. Otherwise shareholders will be paid for unregistered fractions of shares in cash based on the fraction of the face value

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	represented, calculations will be rounded down to the nearest one NTD (any amounts under one NTD will be discarded). The remaining shares will be designated for subscription at face value by AUO Employee Welfare Commission.
11.	Rights and obligations of the newly issued shares: Same as those of existing shares
12.	Utilization of the funds from the capital increase: For capacity expansion 13. Any other matters that need to be specified: N/A

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AU Optronics Corporation
February 10, 2004
English Language Summary

 

Subject:

The Board Resolution to propose secured corporate bond issuance as per the agreement of NTD 35 billion syndication loan

Regulation:	Published pursuant to Article 2-11 of the Taiwan Stock Exchange’s operating procedures for the Publication of Material Information by Listed Companies

Date of events:	2004/02/10

Contents:

 

1.	Date of the board of directors resolution: 2004/02/10
2.	Name (__nth issue of (secured, unsecured) corporate bonds of ___ Co.): Secured corporate bonds of AU Optronics
3.	Total amount of the issue: NT$ 6 billion
4.	Face value: NT$ 1 million or integral multiples of NT$ 1 million
5.	Issue price: 100% of principal amount.
6.	Issue period: Up to 5 years.
7.	Issue coupon/interest rate: To be set in accordance with the market conditions.
8.	Types, names, monetary amounts of security or collateral and stipulations thereupon: Secured by banks.
9.	Use of the funds raised by the offering and utilization plan: Purchase of machinery, equipment and building.
10.	Underwriting method: To be determined.
11.	Trustees for the bonds: To be determined.

 

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12.	Underwriter or distributing agent institution: To be determined.
13.	Guarantor(s) for the issue: International Commercial Bank of China and other 11 banks.
14.	Institution serving as agent for payment of the principal and interest: To be determined.
15.	Certifying institution: To be determined.
16.	Where convertible into shares, the rules for conversion: Not applicable.
17.	Resale conditions: To be determined
18.	Repurchase conditions: To be determined
19.	The record date for share conversion, if conversion, exchange, or subscription rights are attached: Not applicable.
20.	Possible dilution of equity, if conversion, exchange, or subscription rights are attached: Not applicable.
21.	Any other matters that need to be specified: Nil.

 

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AU Optronics Corporation
February 10, 2004
English Language Summary

 

Subject:	Board Resolution to propose new rights issue to sponsor overseas DR offering

Regulation:	Published pursuant to Article 2-11 of the Taiwan Stock Exchange’s operating procedures for the Publication of Material Information by Listed Companies

Date of events:    2004/02/10

Contents:

1.	Date of the board of directors resolution: 2004/02/10
2.	Source of capital increase funds: Issuance of common shares for cash to sponsor overseas DR offering.
3.	Number of shares issued: The number of shares to be issued shall not exceed  500,000,000 common shares. The Board may, within the issuance limit and based on the market conditions, adjust the issue size, provided that the new shares should be   issued at one time.
4.	Par value per share: NT$10 per common share.
5.	Total monetary amount of the issue: Up to NT$ 5 billion.
6.	Issue price: The issue price of the new shares will be decided with reference to (a) the  closing price of the Company’s common shares or American Depositary Shares  (“ADSs”) at the time of pricing or (b) the average of the closing price of the Company’s common shares or ADSs for 1, 3 or 5 trading days prior to the pricing date (each of (a) and (b) is referred to hereinafter as the “Reference Price”). The Chairman is authorized to coordinate with the underwriter of the DR offering to determine the actual issue price in accordance with market conditions, provided that, the actual issue

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	price shall not be less than 90% of the Reference Price.
7.	Number of shares subscribed by or allotted to employees: 10% of the new shares shall be allocated for the employees' subscription under the applicable law. Any new shares  not subscribed by employees of the Company shall be determined by the Chairman,  depending on the market needs, to be allocated as underlying shares of the overseas depositary shares or to be subscribed by the designated person(s).
8.	Number of shares publicly sold: Rights to subscribe the 90% of the new shares shall be waived by the shareholders and such 90% should be offered to the public under Article 28-1 of the Securities and Exchange Law
9.	Ratio of shares subscribed by or allotted as stock dividends to existing shareholders: N/
10.	Method of handling fractional shares and shares unsubscribed by the deadline: N/A
11.	Rights and obligations of the newly issued shares: N/A
12.	Utilization of the funds from the capital increase: For the Company’s future development.
13.	Any other matters that need to be specified: N/A

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Safe Harbor Notice

The statements included in this presentation that are not historical in nature are “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934. These forward-looking statements, which may include statements regarding AU Optronics’ future results of operations, financial condition or business prospects, are subject to significant risks and uncertainties and are based on AU Optronics’ current expectations.

Actual results may differ materially from those expressed or implied in these forward-looking statements for a variety of reasons, including, among other things: the cyclical nature of our industry; our dependence on introducing new products on a timely basis; our dependence on growth in the demand for our products; our ability to compete effectively; our ability to successfully expand our capacity; our dependence on key personnel; general economic and political conditions, including those related to the TFT-LCD industry; possible disruptions in commercial activities caused by natural and human-induced disasters, including terrorist activity and armed conflict; and fluctuations in foreign currency exchange rates.

Additional information as to these and other factors that may cause actual results to differ materially from AU Optronics’ forward-looking statements can be found in AU Optronics’ annual report on Form 20-F filed with the United States Securities and Exchange Commission on June 30, 2003.

 

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4Q 2003 Income Statement (Consolidated)

Amount : NT$ Million Except Per Share Data
	4Q'03(a)				3Q'03(a)				QoQ Change %
Net Sales	34,379		100.0	%	28,371		100.0	%	21.2%
Cost of Goods Sold	(24,742	)	(72.0	%)	(21,038	)	(74.2	%)	17.6%
Gross Profit	9,637		28.0	%	7,333		25.8	%	31.4%
Operating Expenses	(2,127	)	(6.2	%)	(2,129	)	(7.5	%)	(0.1%)
Operating Income	7,510		21.8	%	5,204		18.3	%	44.3%
Net Non-op Expenses	(31	)	(0.1	%)	(215	)	(0.7	%)	(85.6%)
Income before Tax	7,479		21.7	%	4,989		17.6	%	49.9%
Income Tax Credit	87		0.3	%	0		0.0	%	0.0%
Net Income	7,566		22.0	%	4,989		17.6	%	51.7%
Fully Diluted EPS (NT$)(b)	1.74				1.15				51.5%
Operating Income + D&A	12,316		35.8	%	9,361		33.0	%	31.6%
Unit Shipment (Million)
Large Panels	3.6				3.1				16.3%
Small & Medium Panels (A/V)	6.5				7.6				(15.4%)

(a)	Unaudited, prepared by AU Optronics Corp. on a consolidated basis
(b)	Total weighted average outstanding shares of 4,340 million were used in Fully Diluted EPS calculation for 4Q ’03 while and 4,337 million were used for 3Q’03
(c)	Adjusted EBIDTA calculated as Operating Income + Depreciation & Amortization Expense

 

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2003 Income Statement Highlights (Consolidated)

Amount : NT$ Million	FY 2003(a)					FY 2002(a)					YoY Change %
Net Sales	104,861			100.0	%	75,689			100.0	%	38.5%
Gross Profit	23,462			22.4	%	12,083			16.0	%	94.2%
Operating Income	16,245			15.5	%	7,714			10.2	%	110.6%
Net Income	15,660			14.9	%	6,023			8.0	%	160.0%
Fully Diluted EPS (NT$)( b)	$	3.61				$	1.58				128.3%
ROE	18.4		%			9.9		%			85.7%
Unit Shipment (Million)
Large Size Panels	11.9						8.3				42.4%
Small & Medium Panels (A/V)	21.4						9.1				135.7%

(a)	Audited in accordance with ROC GAAP on a consolidated basis
(b)	Total weighted average outstanding shares of 4,340 million were used in Fully Diluted EPS calculation f or 2003 while and 3,895 million were used for 2002

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4Q 2003 Balance Sheet Highlights (Consolidated)

Amount : NT$ Million
	4Q'03(a)				3Q'03(a)				QoQ Change %
Cash & ST Investment	20,249		12.8	%	17,091		12.4	%	18.5%
Inventory	9,956		6.3	%	7,994		5.8	%	24.5%
Short Term Debt(b)	7,193		4.6	%	8,012		5.8	%	(10.2%)
Long Term Debt	25,306		16.0	%	19,369		14.0	%	30.7%
Equity	92,655		58.6	%	85,009		61.6	%	9.0%
Total Assets	158,071		100.0	%	137,997		100.0	%	14.5%
Inventory Turnover (days)(c)			33				33
Debt to Equity (Fully Diluted)			35.1	%			32.1	%
Net Debt to Equity (Fully Diluted)			15.7	%			15.5	%

(a)	Unaudited, prepared by AU Optronics Corp. on a consolidated basis
(b)	Short term debt refers all interest bearing debt maturing within one year
(c)	Annualized, calculated by dividing the average inventory into the cost of goods sold, then dividing 365 days by the inventory turnover

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4Q 2003 Cash Flow Highlights (Consolidated)

Amount : NT$ Million
		4Q'03(a)		3Q'03(a)		QoQ Change
From Operation		14,115		11,815		2,300
Net Profit		7,566		4,989		2,577
Depreciation & Amortization		4,805		4,157		648
From Investment		(15,653	)	(7,897	)	(7,756)
Capital Expenditure		(15,223	)	(7,484	)	(7,739)
From Financing		5,318		(5,628	)	10,946
Repayment of Debt		(3,204	)	(3,416	)	212
Syndication Loan		8,402		(10	)	8,412

(a) Unaudited, prepared by AU Optronics Corp. on a consolidated basis

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2003 Cash Flow Highlights (Consolidated)

Amount : NT$ Million
	FY 2003(a)		FY 2002(a)		YoY Change
From Operation	37,041		20,822		16,220
Net Profit	15,660		6,023		9,637
Depreciation & Amortization	16,295		12,990		3,305
From Investment	(40,339	)	(18,125	)	(22,214)
Capital Expenditure	(39,301	)	(18,035	)	(21,266)
From Financing	(4,673	)	16,754		(21,427)
Repayment of Debt	(11,262	)	(6,920	)	(4,342)
Syndication Loan	8,740		4,665		4,075

(a) Audited in accordance with ROC GAAP on a consolidated basis

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Quarterly Consolidated Large Size Panel
Shipment & Blended ASP

(a)	Unaudited, prepared by AU Optronics Corp. on a consolidated basis
(b)	Consolidated figures before September 1, 2001 are combined from AU Optronics Corp. (formerly known as Acer Display Technology, Inc.) and Unipac Optoelectronics Corporation

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Quarterly Revenue Breakdown by Application

(a)	Unaudited, prepared by AU Optronics Corp. on a consolidated basis
(b)	Consolidated figures before September 1, 2001 are combined from AU Optronics Corp. (formerly known as Acer Display Technology, Inc.) and Unipac Optoelectronics Corporation

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Installed Capacity by Fab

	Substrate Size	12/2003	3/2004 (F)	12/2004 (F)
FAB	(mm)	Capacity	Capacity	Capacity
L3A (G3.5)	610 x 720	45,000	45,000	45,000
L3B (G3.5)	610 x 720	5,000 LTPS	5,000 LTPS	5,000 LTPS
		25,000 a-Si	25,000 a-Si	25,000 a-Si
(G3.5)	600 x 720	60,000	60,000	60,000
(G4.0)	680 x 880	60,000	60,000	60,000
L8A (G5.0)	1100 x 1250	50,000	50,000	50,000
L8B (G5.0)	1100 x 1300	n.a.	10,000	70,000

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1Q 2004 Guidance

n	Despite seasonal factors and fewer working days in 1Q’04, unit shipment for large size panels expected to grow by a mid single-digit percentage from 4Q’03:
	Ø	5G fab phase I (L8A): Higher yields
	Ø	5G fab phase II (L8B): Mass production – February 2004
n	Unit shipment for small & medium size (A/V) panels continues to experience seasonal decline by a mid-teen percentage rate
n	Except 5G fab phase II (L8B) that commences ramp up in February 2004, all other fabs expected to be fully loaded
n	AUO’s blended large panel ASPs to improve slightly in 1Q’04 via further enhanced product mix
n	CAPEX in 2004 estimated to be NT$85 billion:
	Ø	5G production facility
	Ø	6G production facility

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