8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 9, 2008

AsiaInfo Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-15713	752506390
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4th Floor, Zhongdian Information Tower, 6 Zhongguancun South Street

Haidian District, Beijing 100086, China

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code +8610 8216 6688

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

AsiaInfo Holdings, Inc. (the “Company”) will be making presentations to the investment community in a few conferences or meetings, starting from May 12, 2008, at which Steve Zhang, the Company’s Chief Executive Officer, or other representatives of the Company will be presenting. The presentation slides for use by the Company in conjunction with these presentations is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The presentation slides include statements intended as “forward-looking statements,” which are subject to the cautionary statement about forward-looking statements set forth therein. Certain of the slides set forth in Exhibit 99.1 also contain non-GAAP financial information. The reconciliation of such non-GAAP financial information to GAAP financial measures is included to the extent available without unreasonable effort.

The presentation slides also will be posted on the Company’s website at www.asiainfo.com.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Presentation Material of AsiaInfo Holdings, Inc.

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 hereunto duly authorized.

	AsiaInfo Holdings, Inc.
Date: May 9, 2008	By:	/s/ Eileen Chu
	Name:	Eileen Chu
	Title:	Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Presentation Material of AsiaInfo Holdings, Inc.

EX-99.1

A Leading Provider of Telecom Software and IT Security Solutions

Corporate Presentation for Investors

2

Safe Harbor

Safe Harbor

The

information

contained

in

this

presentation

is

as

of

April

30,

2008.

AsiaInfo

assumes

no obligation to update any forward-looking statements contained in this presentation

as

a

result

of

new

information

or

future

events

or

developments.

This

presentation

contains forward-looking information about AsiaInfo’s operating results and business

prospects

that

involve

substantial

risks

and

uncertainties.

You

can

identify

these

statements

by

the

fact

that

they

use

words

such

as

“anticipate,”

“estimate,”

“expect,”

“project,”

“intend,”

“plan,”

“believe,”

and

other

words

and

terms

of

similar

meaning

in

connection

with

any

discussion

of

future

operating

or

financial

performance.

Among

the

factors

that

could

cause

actual

results

to

differ

materially

are

the

following:

government

telecommunications

infrastructure

and

budgetary

policy

in

China;

our

ability

to maintain

our concentrated customer base; the long and variable billing cycles for our products

and services that can cause our revenues and operating results to vary significantly

from period to period; our ability to meet our working capital requirements; our ability

to retain our executive officers; our ability to attract and retain skilled personnel;

potential liabilities we are exposed to because we extend warranties to our customers;

risks

associated

with

cost

overruns

and

delays;

our

ability

to

develop

or

acquire

new

products or

enhancements

to

our

software

products

that

are

marketable

on

a

timely

and

cost-effective

basis;

our

ability

to

adequately

protect

our

proprietary

rights; the

competitive nature of the markets we operate in; and political

and economic policies of

the

Chinese

government.

A

further

list

and

description

of

these

risks,

uncertainties,

and

other

matters

can

be

found

in

our

Annual

Report

on

Form

10-K

for

the

fiscal

year

ended

December

31,

2007,

and

in

our

periodic

reports

on

Forms

10-Q

and

8-K

(if

any)

filed with

the

United

States

Securities

and

Exchange

Commission

and

available

at

www.sec.gov.

3

Company Overview

Product and Service Offering

Market Outlook and Position

Financial Highlights

Conclusion

Appendix

Table of Contents

Table of Contents

4

Company Overview

5

A leading provider of

high-quality telecom software solutions

and

IT security products and services

In China

Who We Are

Who We Are

6

Listed on Nasdaq (ticker: ASIA)

Capital Structure

Hangzhou, Beijing, Guangzhou, Nanjing

R&D Centers

Santa Clara, CA, USA

Principal U.S. Office

Approximately 2,600

Employees

Founded in 1993 in the US, introduced the Internet

to China in 1995, listed on Nasdaq in 2000. The first

Chinese technology company to list on Nasdaq.

Background

Shanghai, Guangzhou, Hangzhou, Nanjing, Fuzhou,

Shenyang, Chengdu, Xi’an

China Branch Offices

Beijing, China

Headquarters

Steve Zhang

President & CEO

Company Profile

Company Profile

7

Our Key Strengths

Our Key Strengths

Prime

position

in

the

world’s

fastest-growing

telecom

market

–

Technology

leadership

and

highest

R&D

investment

in

China’s

telecom

software

and

service market, CMMI level 5 certified

–

Industry focus and in-depth understanding of the China market and customer needs

–

Long-term strategic partnerships with China’s largest operators

–

Wide installation base and strong product stickiness

–

Full suite of services, strong delivery and maintenance capabilities

China leverage

–

Capitalize on the rapid growth of the Chinese economy and the booming telecom

software and service industry

–

Leverage low cost R&D centers and operations

Strong financial position

–

Healthy

balance

sheet

-

supports

growth

initiatives

–

Expanding operating margin

–

Stock

repurchasing

plan

-

confidence

in

future

performance

(1) Source: Goldman Sachs

(1)

8

Product and Service Offering

9

Telecom Software Solutions

•

Core growth driver

•

Comprehensive product portfolio

•

Leading solution in China market

•

High industry barriers to entry and strong

product stickiness

84%*

16%*

*Approximate percentage of 2007 net revenue (Non-GAAP). Net Revenue (Non-GAAP) represents total revenues net of third party hardware costs.

Please refer to Appendix A for full details of net revenue (Non-GAAP).

Two Business Units in

Two Business Units in

High-Growth Markets

High-Growth Markets

IT Security

Products & Services

•

Acquired in 2004

•

High growth market

10

Telecom Coverage

Telecom Coverage

Focus on core competency in telecom software solutions

11

Super V series Firewall products

Power V series Firewall products

Smart V series Firewall products

Different types of firewall products

and services to suit customers’

needs

Leading solutions & brand name

–

industry wide brand recognition

–

high quality product offering

New Network Gap products gain

market acceptance quickly

IT Security Products and Services

IT Security Products and Services

3000-FE/GE/GF Network Gap products

12

Market Outlook and Position

13

Macro Environment

Macro Environment

China’s telecom subscriber growth (2001-2010)

Million Subscribers

Booming economy: if it sustains the government’s 7.5% growth objective,

China will become the world’s dominant economy in 2020

Rapid growth of telecom subscribers and strong demand for competitive

telecom services

Data Source: BDA

0

100

200

300

400

500

600

700

800

2001

2002

2003

2004

2005

2006

2007E

2008E

2009E

2010E

PSTN

Mobile

Internet

Broadband

14

IT Hardware

48%

IT Software

13%

Network

Equipment

12%

IT Service

27%

Telecom IT solutions market is

Telecom IT solutions market is

Rapidly Growing in China

Rapidly Growing in China

As the telecom industry evolves, the capital investment focus is

moving

from hardware to software and services

The software and services market, which is AsiaInfo’s focus, has been

growing as a portion of total IT spending

2006 Telecom IT Spending: US$ 3.4 Billion

IT Hardware

43%

IT Software

14%

Network

Equipment

9%

IT Service

34%

2011 Telecom IT Spending: US$ 5.7 Billion

Source: IDC, 2007

CAGR of software

and service

solution: 15%

15

31

41

56

72

98

0

20

40

60

80

100

2003

2004

2005

2006

2007

222

214

203

219

232

0

50

100

150

200

250

2003

2004

2005

2006

2007

(1)

Results

of

Lenovo-AsiaInfo

have

been

consolidated

since

Q4’

2004

AsiaInfo’s Software Solutions Revenue

(1)

China’s Telecom CAPEX Spending

US$ Billion

US$ Million

Source: China MII

Outpacing the Market

Outpacing the Market

Over the past few years, telecom CAPEX spending has been flat, while 

AsiaInfo’s software solution revenue has been growing at a CAGR of 33%

IDC estimates the overall telecom solution market will grow at a

CAGR of 15%

from 2006 to 2011, AsiaInfo has been outgrowing the market as a market

leader

16

Market leader in China’s Business Operation

Support System (BOSS) with approximately 30%   

market share and deployment in 10 China Mobile       

subsidiaries  

Market leader in China’s Business Intelligence  

(BI) market  with approximately 50% market   

share and  installation in 15 China Mobile

subsidiaries and headquarters

Deployed China’s single largest BOSS system in    

Zhejiang province, which services over 31million    

subscribers

AsiaInfo’s BI systems support more than 150

million users and over 800 terabytes of data

Market Leaders in Telecom

Market Leaders in Telecom

Software Solutions

Software Solutions

17

478

593

716

847

977

0

200

400

600

800

1,000

1,200

2006

2007

2008E

2009E

2010E

China IT Security Market Size

Source: IDC, 2007

US$ Million

China IT Security Market Size and Growth Rate

China IT Security Market Outlook

China IT Security Market Outlook

18

Long-term Growth Drivers

Long-term Growth Drivers

3G in China

-

Spark new nationwide BOSS deployment and new applications to support 3G

services

-

Intensify competition among operators and drive the overall telecom IT spending

Consolidation of China’s BOSS market continues to develop

Next generation BI systems

-

Fastest growing segment in China’s telecom market, to grow 18% CAGR from

2005 to 2010

(1)

-

AsiaInfo is the absolute market leader in China’s BI space

New applications

-

Device management

-

Mobile e-commerce

-

Value added service applications: mobile push-mail, SMS mailbox, mobile

music, mobile newspaper etc.

(1) Source: IDC.   

19

Financial Highlights

20

$0.5 million

Operating Cash Flow

Up 58.7% year-over-year

Non-GAAP Net Income

(1)

$213.0 million

Total Cash Position

(2)

Up 38.5% year-over-year

Software Products

and Solutions Revenue

Up 31% year-over-year

Net Revenue (Non-GAAP)

1Q08 Highlights

1Q08 Highlights

(1)

Non-GAAP Net Income is a Non-GAAP measure that exclude certain non-cash expenses.  A detailed

reconciliation to the most comparable GAAP measure is provided in the Appendix.

(2)

Including cash and cash equivalents, restricted cash, and short-term investments

21

0

20

40

60

80

100

120

140

2003

2004

2005

2006

2007

Services & third-party hardware revenue net of third party hardware costs

Software revenue

Stable Growth in Core

Stable Growth in Core

Software Business

Software Business

45%

25%

17%

55%

66%

76%

63

34%

83%

57

85%

15%

115

US$ Million

75

87

22

Operating Leverage

Operating Leverage

-5%

0%

5%

10%

15%

20%

2006

-3.8%

0.9%

4.2%

4.4%

2.0%

2007

3.1%

4.5%

10.6%

14.3%

8.8%

2008

8.7%

1Q **

2Q

3Q

4Q

FY**

Operating Margin of Net Revenue (Non-GAAP)*

*   Operating margin of net revenue (Non-GAAP) is calculated by dividing operating income by net revenue (Non-GAAP). For details of the calculation,

please refer to Appendix.

** For 1Q and full year 2007, operating margin of net revenue (Non-GAAP) is adjusted down by $2.7 million one-time “gain on settlement of escrow”;

Otherwise, operating margin of net revenue (Non-GAAP) would be 15% and 11%, respectively

23

9.1

8.2

12.8

14.2

17.6

0

2

4

6

8

10

12

14

16

18

20

2003

2004

2005

2006

2007

Leading R&D Drives Software

Leading R&D Drives Software

Development

Development

Annual

R&D

Expenditure

–

On

the

Rise

US$ Million

24

US$ Million

Strong Total Cash Position and Operating Cash flow

Total Net Cash Position

Total Net Cash Position

and Cash Flow

and Cash Flow

0

50

100

150

200

250

2003

2004

2005

2006

2007

Total cash position including cash & cash equivalents, restricted cash and short-term

investments

Net operating cashflow

25

Quarterly Results

Quarterly Results

US$ Million

Net Revenue (Non-GAAP)

Basic and Non-GAAP EPS

(1)

US$

(1) Please refer to Appendix for full details of Non-GAAP EPS

0.00

0.02

0.04

0.06

0.08

0.10

0.12

0.14

0.16

0.18

0.20

1Q06

2Q06

3Q06

4Q06

1Q07

2Q07

3Q07

4Q07

1Q08

Basic EPS

Non-GAAP EPS

26.6

29.6

35.1

18.8

25.4

23.5

19.0

23.5

30.7

0

10

20

30

40

1Q

2Q

3Q

4Q

2006

2007

2008

26

•

Ideally positioned in a booming

market ...

•

Strong financial position …

•

Strong balance sheet and cash position to support

future growth

•

Positive operating cash flow over the past years

•

Improving margin structure

•

Multiple share repurchase programs indicating

confidence in future performance

•

Promising long-term growth

prospects…

•

Technology and market leader

•

Wide installation base and strong product stickiness

•

Long-term strategic partnership with Chinese

operators

Conclusion

Conclusion

•

China 3G and BOSS network evolution represents

important market opportunities

•

Increasing competition among operators drives their

IT spending

•

Innovation and product development to capitalize on

emerging market opportunities

•

Driving continuous market consolidation through

M&A

27

Thank you!

Investor relations contact:

ir@asiainfo.com

28

Net Revenue (Non-GAAP) Referred to in Slide Entitled “Quarterly Results-Net Revenue (Non-GAAP)”

Net revenue (Non-GAAP) represents total revenue net of hardware costs that are passed through to our customers. We believe

total revenues net of hardware costs more accurately reflects our core business, which is the provision of software solutions and

services,

and

provides

transparency

to

our

investors.

It

is

also

the

same

measure

used

by

our

management

to

evaluate

the

competitiveness and development of our business.

Appendix A: Explanation of

Appendix A: Explanation of

Net Revenue (Non-GAAP)

Net Revenue (Non-GAAP)

Reconciliation of Net Revenue (Non-GAAP) to GAAP Total Revenue

1Q 2006

2Q 2006

3Q 2006

4Q 2006

1Q 2007

2Q 2007

3Q 2007

4Q 2007

1Q 2008

Net Revenue (Non-GAAP)

18,785

19,042

23,496

25,410

23,513

26,575

29,567

35,066

30,710

Third Party Hardware Costs

7,779

4,092

4,278

6,701

6,542

2,995

2,798

5,705

4,296

Total Revenues

26,564

23,134

27,774

32,111

30,055

29,570

32,365

40,771

35,006

29

Non-GAAP

EPS

Referred

to

in

Slide

Entitled

“Quarterly

Results-

Non-GAAP

EPS”

Non-GAAP

EPS

is

calculated

based

on

Non-GAAP

Net

Income.

Non-GAAP

Net

Income,

a

non-GAAP

measure,

excludes

certain non-cash expenses and income, such as share-based compensation expenses, amortization of acquired intangible

assets, gain on settlement of escrow, gain or loss from discontinued operations, and dividend income net of tax. We use

Non-GAAP EPS to gain a better understanding of the Company’s comparative operating performance from period-to-

period and as a basis of planning and forecasting future periods.  We believe Non-GAAP EPS, when read in conjunction

with the Company’s EPS and other GAAP financials, provides useful information to investors by offering: a) the ability to

make more meaningful period-to-period comparisons of the Company’s on-going operating results; b) the ability to better

identify trends in the Company’s underlying business and perform related trend analysis; c) a better understanding of how

management plans and measures the Company’s underlying business; and d) an easier way to compare the Company’s

most recent results of operations against investor and analyst financial models.

Appendix B: Explanation

Appendix B: Explanation

of Non-GAAP EPS

of Non-GAAP EPS

Reconciliation of Non-GAAP EPS to GAAP Basic EPS

1Q 2006

2Q 2006

3Q 2006

4Q 2006

1Q 2007

2Q 2007

3Q 2007

4Q 2007

1Q 2008

Net income

360

1,348

2,004

2,119

6,396

2,498

6,272

8,461

5,259

Adjustments:

Stock based compensation expenses

135

137

138

393

939

912

741

1,369

690

Amortization of intangible assets

153

217

561

575

552

523

296

415

446

Other operating income

-

-

-

-

(2,734)

-

-

-

-

Gain on discontinued operations

(223)

(246)

(183)

(183)

(1,445)

-

-

(1,848)

(980)

Dividend income, net of tax

(73)

(79)

(93)

(103)

(356)

(76)

(2,737)

(254)

(219)

Adjusted net income

352

1,377

2,427

2,801

3,352

3,857

4,572

8,143

5,196

Shares used in computation for basic EPS

45,453,267

43,941,763

42,331,045

42,838,394

43,150,828

43,231,164

43,735,575

44,445,634

44,793,694

Basic EPS

0.01

0.03

0.05

0.05

0.15

0.06

0.14

0.19

0.12

Adjusted Basic EPS

0.01

0.03

0.06

0.07

0.08

0.09

0.10

0.18

0.12

(in US dollar thousands, except for share and per share amounts)