##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    000-30027
  Moldflow Corporation
 (Exact name of registrant as
    specified in its charter)
  Delaware


04-3406763(State or other jurisdiction
    of


(I.R.S. Employerincorporation or
    organization)


Identification No.
)   492 OLD
    CONNECTICUT PATH, SUITE 401 FRAMINGHAM, MA 01701 (Address
    of principal executive offices) (Zip Code)
  508-358-5848
 (Registrants telephone
    number, including area code)
  [None]
 (Former name, former address and
    former fiscal year, if changed since last report)
  þ o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
    Outstanding atMay 2,Class

2008Common Stock, $0.01 par value per share

12,147,769




---



##### 





MOLDFLOW
    CORPORATION
  FORM 10-Q
    For the Quarter Ended March 31, 2008
  TABLE OF
    CONTENTS
   
 Page NumberPART I. FINANCIAL INFORMATIONItem 1.


Unaudited Financial Statements:Condensed Consolidated Balance Sheet as of
    March 31, 2008 and June 30, 2007


2Condensed Consolidated Statement of Operations
    for the three- and nine-month periods ended March 31, 2008
    and March 31, 2007


3Condensed Consolidated Statement of Cash Flows
    for the nine-month periods ended March 31, 2008 and
    March 31, 2007


4Notes to Unaudited Condensed Consolidated
    Financial Statements


5Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


18Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


31Item 4.


Controls and Procedures


32PART II. OTHER INFORMATIONItem 1.


Legal Proceedings


33Item 1A.


Risk Factors


33Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


34Item 3.


Defaults Upon Senior Securities


34Item 4.


Submission of Matters to a Vote of Security
    Holders


34Item 5.


Other Information


34Item 6.


Exhibits


35Signatures


36Exhibit Index


37Ex-31.1 Section 302 Certification of CEOEx-31.2 Section 302 Certification of CFOEx-32.1 Section 906 Certification of CEOEx-32.2 Section 906 Certification of CFO   1




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  Item 1.
    Unaudited
    Financial Statements  MOLDFLOW
    CORPORATION
 CONDENSED
    CONSOLIDATED BALANCE SHEET  March 31,


June 30,2008


2007(In thousands) (Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
80,739


$
59,482Marketable securities


9,841



13,163Accounts receivable, net


14,654



11,878Prepaid expenses


4,604



6,383Other current assets


4,718



10,594Total current assets


114,556



101,500Fixed assets, net


3,926



3,137Goodwill


6,465



6,465Other assets


2,550



2,659Total assets

$
127,497


$
113,761LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
785


$
876Accrued expenses


11,866



11,489Deferred revenue


16,763



14,095Total current liabilities


29,414



26,460Deferred revenue


2,419



1,582Other long-term liabilities


1,728



305Total liabilities


33,561



28,347Contingencies, commitments and guarantor arrangements
    (Note 11)Stockholders equity:Common stock


126



124Treasury stock, at cost


(8,549
)


(8,018
)Additional paid-in capital


89,140



85,358Retained earnings


6,535



1,617Accumulated other comprehensive income


6,684



6,333Total stockholders equity


93,936



85,414Total liabilities and stockholders equity

$
127,497


$
113,761    2




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##### Table of Contents



MOLDFLOW
    CORPORATION
  CONDENSED
    CONSOLIDATED STATEMENT OF OPERATIONS
  Three Months Ended


Nine Months EndedMarch 31,


March 31,


March 31,


March 31,2008


2007


2008


2007(In thousands, except per share data)(Unaudited)Revenue:Product

$
7,472


$
8,123


$
22,132


$
20,846Services


8,359



6,653



24,154



19,982Total revenue


15,831



14,776



46,286



40,828Costs and operating expenses:Cost of product revenue


432



367



1,207



1,094Cost of services revenue


1,440



1,123



4,096



3,359Research and development


2,206



1,958



6,472



5,834Selling and marketing


5,976



5,198



16,792



14,759General and administrative


3,867



3,481



11,320



10,467Total costs and operating expenses


13,921



12,127



39,887



35,513Income from continuing operations


1,910



2,649



6,399



5,315Interest income, net


887



788



3,004



2,355Other income (loss), net


151



(5
)


149



15Income from continuing operations before income taxes


2,948



3,432



9,552



7,685Provision for income taxes


2,797



638



4,109



1,112Net income from continuing operations

$
151


$
2,794


$
5,443


$
6,573Net loss from discontinued operations, net of income taxes
    (Note 2)






(10,615
)






(10,932
)Net loss on the disposal of discontinued operations, net of
    income taxes (Note 2)










(236
)


Net income (loss)

$
151


$
(7,821
)

$
5,207


$
(4,359
)Basic net income per common share from continuing operations

$
0.01


$
0.25


$
0.46


$
0.59Basic net loss per common share from discontinued operations






(0.95
)






(0.98
)Basic net loss per common share on the disposal of discontinued
    operations










(0.02
)


Basic net income (loss) per common share

$
0.01


$
(0.70
)

$
0.44


$
(0.39
)Diluted net income per common share from continuing operations

$
0.01


$
0.24


$
0.45


$
0.57Diluted net loss per common share from discontinued operations






(0.91
)






(0.94
)Diluted net loss per common share on the disposal of
    discontinued operations










(0.02
)


Diluted net income (loss) per common share

$
0.01


$
(0.67
)

$
0.43


$
(0.37
)Shares used in computing net income (loss) per common share:Basic


11,776



11,219



11,761



11,181Diluted


12,051



11,739



12,087



11,668    3




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##### Table of Contents



MOLDFLOW
    CORPORATION
  CONDENSED
    CONSOLIDATED STATEMENT OF CASH FLOWS
  Nine Months EndedMarch 31,


March 31,2008


2007(In thousands) (Unaudited)Cash flows from operating activities:Net income from continuing operations

$
5,443


$
6,573Net loss from discontinued operations, net of income taxes
    (Note 2)






(10,932
)Net loss on the disposal of discontinued operations, net of
    income taxes Note 2)


(236
)


Net income (loss)

$
5,207


$
(4,359
)Adjustments to reconcile net income from continuing operations
    to net cash provided by operating activities of continuing
    operations:Depreciation of fixed assets


808



836Amortization of other intangible assets


603



618Provisions for doubtful accounts


66



115Share-based compensation


1,778



1,232Other non-cash charges or expenses


13



(6
)Excess tax benefits from shared-based compensation






(374
)Changes in operating assets and liabilities:Accounts receivable


(1,500
)


(3,410
)Prepaid expenses and other current assets


1,862



294Other assets


487



(219
)Accounts payable


(114
)


(550
)Accrued expenses and other liabilities


817



1,718Deferred revenue


1,417



2,085Net cash provided by operating activities of continuing
    operations


11,680



8,912Net cash used in operating activities of discontinued operations


(236
)


(620
)Net cash provided by operating activities


11,444



8,292Cash flows from investing activities:Purchases of fixed assets


(1,459
)


(918
)Capitalization of software development costs


(602
)


(340
)Purchases of marketable securities


(14,567
)


(19,267
)Sales and maturities of marketable securities


17,888



16,618Proceeds from sale of business (Note 2)


6,584



Net cash provided by (used in) investing activities of
    continuing operations


7,844



(3,907
)Net cash used in investing activities of discontinued operations






(32
)Net cash provided by (used in) investing activities


7,844



(3,939
)Cash flows from financing activities:Proceeds from issuance of common stock


1,861



2,711Purchase of treasury stock


(383
)


(5,440
)Excess tax benefits from share-based compensation






374Net cash provided by (used in) financing activities


1,478



(2,355
)Effect of exchange rate changes on cash and cash equivalents


491



306Net increase in cash and cash equivalents


21,257



2,304Cash and cash equivalents, beginning of period


59,482



52,111Cash and cash equivalents, end of period

$
80,739


$
54,415    4




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS
  1.
    Basis of
    Presentation and Nature of Business    Form 10-K.
  Discontinued Operations Form 10-Q
  2.
    Discontinued
    Operations      3.
    Share-Based
    Compensation and Stock Plans  Share-Based
    Compensation:
   5




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedMarch 31,


March 31,


March 31,


March 31,2008


2007


2008


2007(In thousands)Cost of product revenue

$



$
1


$
7


$
4Cost of services revenue


22



10



52



30Research and development


146



96



401



268Selling and marketing


140



82



395



224General and administrative


315



239



923



706Share-based compensation expense before related tax effects


623



428



1,778



1,232Income tax benefit


(94
)






(162
)


(67
)Net share-based compensation expense

$
529


$
428


$
1,616


$
1,165       Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedMarch 31,


March 31,


March 31,


March 31,2008


2007(4)


2008


2007Dividend yield


0
%


n/a



0
%


0
%Expected volatility factor(1)


44.3
%


n/a



44.3
%


41.1
%Risk-free interest rate(2)


3.0
%


n/a



3.0-4.9
%


4.9
%Expected term (in years)(3)


4.8



n/a



4.8



3.5-5.0     (1)
    
    Measured using a weighted average of historical daily price
    changes of the Companys stock and of peer group companies
    over the most recent period that matches the expected term of
    the option.(2)
    
    The risk-free interest rate for periods equal to the expected
    term of the option is based on the U.S. Treasury yield in
    effect at the time of grant.(3)
    
    The expected term assumption is the number of years that the
    Company estimates that options granted to its employees will be
    outstanding prior to exercise or post-vesting cancellation. In
    the three- and nine-month 6




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  periods ended March 31, 2008, the Company calculated the
    expected term using historical exercise and post-vesting
    cancellation data related to grants made to its employees. In
    the nine-month period ended March 31, 2007, the Company
    elected to use the simplified method for estimating the expected
    term for its stock options, which qualified as
    plain-vanilla options.(4)
    
    No option grants occurred during the three months ended
    March 31, 2007.  Stock
    Plans
        Stock
    Options:
    Nine Months EndedMarch 31,


March 31,2008


2007Number of


Weighted Average


Number of


Weighted AverageShares


Exercise Price


Shares


Exercise PriceOutstanding at beginning of period


1,209,842


$
12.68



2,086,551


$
10.85Granted


220,165



16.40



239,207



12.03Exercised


(214,749
)


8.67



(439,789
)


6.34Canceled


(12,785
)


16.15



(264,692
)


13.31Outstanding at end of period


1,202,473


$
14.05



1,621,277


$
11.82Options exercisable at end of period


838,997


$
13.58



1,231,227


$
11.51Weighted average fair value of options granted in the period





$
7.00






$
5.18  7




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options OutstandingWeighted





Options ExercisableAverage


Weighted





WeightedRemaining


Average





AverageNumber of


Contractual


Exercise


Number of


ExerciseRange of Exercise Prices

Shares


Life


Price


Shares


Price$5.01-$10.00


182,875



1.3 years


$
9.34



182,875


$
9.34$10.01-$15.00


459,315



4.5 years



12.00



340,962



11.96$15.01-$20.00


489,977



3.9 years



16.46



256,160



16.59$20.01-$25.00


56,706



1.9 years



22.04



45,400



21.97$25.01-$30.00


13,600



0.8 years



26.32



13,600



26.321,202,473



3.6 years


$
14.05



838,997


$
13.58     Restricted
    Stock:
    Nine Months EndedMarch 31,


March 31,2008


2007Weighted





WeightedAverage





AverageNumber


Grant Date


Number


Grant Dateof Shares


Fair Value


of Shares


Fair ValueNonvested at beginning of period


163,585


$
13.52



81,744


$
15.39Granted


122,857



15.93



126,069



12.05Vested


(68,879
)


13.45



(27,256
)


15.39Nonvested at end of period


217,563


$
14.91



180,557


$
13.06    8




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restricted
    Stock Units:
  Nine Months EndedMarch 31,


March 31,2008


2007Weighted





WeightedAverage





AverageNumber


Grant Date


Number


Grant Dateof Shares


Fair Value


of Shares


Fair ValueNonvested at beginning of period


24,620


$
8.81







Granted


18,627



11.65



24,620


$
8.81Vested


(8,207
)


8.81







Nonvested at end of period


35,040


$
10.32



24,620


$
8.81      9




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Net
    Income (loss) Per Common Share    Three Months Ended


Nine Months EndedMarch 31,


March 31,


March 31,


March 31,2008


2007


2008


2007(In thousands, except


(In thousands, exceptper share data)


per share data)Net income from continuing operations

$
151


$
2,794


$
5,443


$
6,573Net loss from discontinued operations, net of income taxes
    (Note 2)






(10,615
)






(10,932
)Net loss on disposal of discontinued operations, net of income
    taxes (Note 2)










(236
)


Net income (loss)

$
151


$
(7,821
)

$
5,207


$
(4,359
)Shares used in computing net income (loss) per common
    share  basic


11,776



11,219



11,761



11,181Effect of dilutive securities:Employee and director stock options


275



520



326



487Shares used in computing net income (loss) per common
    share  diluted


12,051



11,739



12,087



11,668Basic net income per common share from continuing operations

$
0.01


$
0.25


$
0.46


$
0.59Basic net loss per common share from discontinued operations






(0.95
)






(0.98
)Basic net loss per common share on the disposal of discontinued
    operations










(0.02
)


Basic net income (loss) per common share

$
0.01


$
(0.70
)

$
0.44


$
(0.39
)Diluted net income per common share from continuing operations

$
0.01


$
0.24


$
0.45


$
0.57Diluted net loss per common share from discontinued operations






(0.91
)






(0.94
)Diluted net loss per common on the disposal of discontinuedoperations










(0.02
)


Diluted net income (loss) per common share

$
0.01


$
(0.67
)

$
0.43


$
(0.37
)        10




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Derivative
    Financial Instruments and Hedging Activities        6.
    Acquired
    Intangible Assets    7.
    Software
    Development Costs    March 31,


June 30,2008


2007(In thousands)Gross carrying amount

$
3,151


$
2,549Less  accumulated amortization


(2,194
)


(1,844
)Net carrying amount

$
957


$
705  11




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Comprehensive
    Income (loss)      Three Months Ended


Nine Months EndedMarch 31,


March 31,


March 31,


March 31,2008


2007


2008


2007(In thousands)


(In thousands)Net income (loss)

$
151


$
(7,821
)

$
5,207


$
(4,359
)Other comprehensive income:Increase in fair value of marketable securities, net of related
    tax effects


18







37



3Increase (decrease) in value of financial instruments designated
    as hedges, net of related tax effects


(251
)


(42
)


(197
)


67Foreign currency translation adjustment


278



224



511



876Other comprehensive income


45



182



351



946Comprehensive income (loss)

$
196


$
(7,639
)

$
5,558


$
(3,413
)   9.
    Segment
    Information      10.
    Income
    Taxes  Provision
    for Income Tax
     12




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Valuation
    Allowance
    FASB
    Interpretation No. 48
         13




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Tax Audit
    Australia
         14




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.  Contingencies,
    Commitments and Guarantor Arrangements
      12.
    Share
    Repurchase Program and Treasury Stock      13.
    Recent
    Accounting Pronouncements     15




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      No. FAS 157-1 No. FAS 157-2
  14.
    Subsequent
    Events     16




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Hart-Scott-Rodino
 17




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Forward-Looking
    Statements
  Form 10-Q
  Form 10-K, Form 10-Q.
    Corporate
    Strategy Overview
     18




---



##### Table of Contents



Discontinued
    Operations
        Critical
    Accounting Policies and Significant Judgments and
    Estimates
     19




---



##### Table of Contents



Form 10-K
  Income
    Tax Accounting
          Overview
    of Results of Continuing Operations for the Three- and
    Nine-Month Periods Ended March 31, 2008:
  Three Months





Three MonthsEnded


As a


Ended


As aMarch 31,


% of


March 31,


% of2008


Revenue


2007


Revenue(In thousands, except for percentage data)Revenue

$
15,831



100
%

$
14,776



100
%Cost of revenue


1,872



12



1,490



10Operating expenses


12,049



76



10,637



72Income from continuing operations

$
1,910



12
%

$
2,649



18
%   20




---



##### Table of Contents



Nine Months





Nine MonthsEnded


As a


Ended


As aMarch 31,


% of


March 31,


% of2008


Revenue


2007


Revenue(In thousands, except for percentage data)Revenue

$
46,286



100
%

$
40,828



100
%Cost of revenue


5,303



12



4,453



11Operating expenses


34,584



74



31,060



76Income from continuing operations

$
6,399



14
%

$
5,315



13
%   
    Total revenue was $46.2 million in the nine-month period
    ended March 31, 2008 and represented an increase of 13%
    from the same period of the previous year.
    Product revenue was $22.1 million in the nine-month period
    ended March 31, 2008 and represented an increase of 6% from
    the same period of the previous year.
    Service revenue was $24.2 million in nine-month period
    ended March 31, 2008 and represented an increase of 21%
    from the same period of the previous year.
    Income from continuing operations was $6.4 million in the
    nine-month period ended March 31, 2008, compared to
    $5.3 million from same period of the previous year.
    Total net share-based compensation costs of $1.6 million
    for the nine-month period ended March 31, 2008, compared to
    $1.2 million from the same period of the previous year.
    Net cash provided by operating activities of continuing
    operations was $11.7 million in the nine-month period ended
    March 31, 2008, compared to $8.9 million in the same
    period of the previous year.  Results
    of Continuing Operations
    Three Months Ended


Nine Months EndedMarch 31,


March 31,


March 31,


March 31,2008


2007


2008


2007Revenue:Product


47
%


55
%


48
%


51
%Services


53



45



52



49Total revenue


100
%


100
%


100
%


100
%Costs and operating expenses:Cost of product revenue


3
%


2
%


3
%


3
%Cost of services revenue


9



8



9



8Research and development


14



13



14



14Selling and marketing


38



35



36



36General and administrative


24



24



24



26Total costs and operating expenses


88



82



86



87Income from continuing operations


12



18



14



13Interest income, net


6



5



6



6Other income (loss), net














Income from continuing operations before income taxes


18



23



20



19Provision for income taxes


17



4



9



3Net income from continuing operations


1
%


19
%


11
%


16
%  21




---



##### Table of Contents



Revenue
  Three Months Ended


Nine Months EndedMarch 31,


March 31,


March 31,


March 31,2008


2007


2008


2007(In thousands)Revenue:Product

$
7,472


$
8,123


$
22,132


$
20,846Services


8,359



6,653



24,154



19,982Total

$
15,831


$
14,776


$
46,286


$
40,828     when-and-if-available
    Three Months








Three MonthsEnded


Increase


EndedMarch 31,


(Decrease)


March 31,2008


$


%


2007(In thousands, except for percentage data)Asia/Australia:Products

$
4,549


$
(132
)


(3
)%

$
4,681Services


3,221



904



39



2,317Total Asia/Australia

$
7,770


$
772



11
%

$
6,998% of total revenue


49
%










48
%Americas:Products

$
888


$
(53
)


(6
)%

$
941Services


1,712



239



16



1,473Total Americas

$
2,600


$
186



8
%

$
2,414% of total revenue


16
%










16
%Europe:Products

$
2,035


$
(466
)


(19
)%

$
2,501Services


3,426



563



20



2,863Total Europe

$
5,461


$
97



2
%

$
5,364% of total revenue


35
%










36
%Consolidated:Products

$
7,472


$
(651
)


(8
)%

$
8,123Services


8,359



1,706



26



6,653Total

$
15,831


$
1,055



7
%

$
14,776% of total revenue


100
%










100
%   22




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##### Table of Contents



Nine Months








Nine MonthsEnded


Increase


EndedMarch 31,


(Decrease)


March 31,2008


$


%


2007(In thousands, except for percentage data)Asia/Australia:Products

$
13,132


$
1,831



16
%

$
11,301Services


9,276



1,951



27



7,325Total Asia/Australia

$
22,408


$
3,782



20
%

$
18,626% of total revenue


48
%










46
%Americas:Products

$
2,480


$
(314
)


(11
)%

$
2,794Services


4,911



330



7



4,581Total Americas

$
7,391


$
16




%

$
7,375% of total revenue


16
%










18
%Europe:Products

$
6,520


$
(231
)


(3
)%

$
6,751Services


9,967



1,891



23



8,076Total Europe

$
16,487


$
1,660



11
%

$
14,827% of total revenue


36
%










36
%Consolidated:Products

$
22,132


$
1,286



6
%

$
20,846Services


24,154



4,172



21



19,982Total

$
46,286


$
5,458



13
%

$
40,828% of total revenue


100
%










100
%        23




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##### Table of Contents



Cost
    of Product Revenue
  Three Months





Three MonthsEnded





EndedMarch 31,

Increase

March 31,2008

$

%

2007(In thousands, except for percentage data)Cost of product revenue:

$
432


$
65



18
%

$
367As a percentage of total revenue


3
%










2
%   Nine Months





Nine MonthsEnded





EndedMarch 31,

Increase

March 31,2008

$

%

2007(In thousands, except for percentage data)Cost of product revenue:

$
1,207


$
113



10
%

$
1,094As a percentage of total revenue


3
%










3
%       Cost
    of Services Revenue
  Three Months





Three MonthsEnded





EndedMarch 31,

Increase

March 31,2008

$

%

2007(In thousands, except for percentage data)Cost of services revenue

$
1,440


$
317



28
%

$
1,123As a percentage of total revenue


9
%










8
%   Nine Months





Nine MonthsEnded





EndedMarch 31,

Increase

March 31,2008

$

%

2007(In thousands, except for percentage data)Cost of Services Revenue

$
4,096


$
737



22
%

$
3,359As a percentage of total revenue


9
%










8
%  24




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##### Table of Contents



Research
    and Development
  Three Months





Three MonthsEnded





EndedMarch 31,

Increase

March 31,2008

$

%

2007(In thousands, except for percentage data)Research and development

$
2,206


$
248



13
%

$
1,958As a percentage of total revenue


14
%










13
%   Nine Months





Nine MonthsEnded





EndedMarch 31,

Increase

March 31,2008

$

%

2007(In thousands, except for percentage data)Research and development

$
6,472


$
638



11
%

$
5,834As a percentage of total revenue


14
%










14
%       Selling
    and Marketing
  Three Months





Three MonthsEnded





EndedMarch 31,

Increase

March 31,2008

$

%

2007(In thousands, except for percentage data)Selling and marketing

$
5,976


$
778



15
%

$
5,198As a percentage of total revenue


38
%










35
%   Nine Months





Nine MonthsEnded





EndedMarch 31,

Increase

March 31,2008

$

%

2007(In thousands, except for percentage data)Selling and marketing

$
16,792


$
2,033



14
%

$
14,759As a percentage of total revenue


36
%










36
%  25




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##### Table of Contents



General
    and Administrative
  Three Months





Three MonthsEnded





EndedMarch 31,

Increase

March 31,2008

$

%

2007(In thousands, except for percentage data)General and administrative

$
3,867


$
386



11
%

$
3,481As a percentage of total revenue


24
%










24
%   Nine Months





Nine MonthsEnded





EndedMarch 31,

Increase

March 31,2008

$

%

2007(In thousands, except for percentage data)General and administrative

$
11,320


$
853



8
%

$
10,467As a percentage of total revenue


24
%










26
%       Interest
    Income, Net
      Other
    Income (loss), Net
      Provision
    for Income Tax
   26




---



##### Table of Contents



Valuation
    Allowance
    FASB
    Interpretation No. 48
       27




---



##### Table of Contents



Tax Audit
    Australia
         28




---



##### Table of Contents



Liquidity
    and Capital Resources
  Nine Months


Nine MonthsEnded


EndedMarch 31,


March 31,2008


2007(In thousands)Net cash provided by operating activities of continuing
    operations

$
11,680


$
8,912Net cash used in operating activities of discontinued operations


(236
)


(620
)Net cash provided by operating activities

$
11,444


$
8,292Net cash provided by (used in) investing activities of
    continuing operations

$
7,844


$
(3,907
)Net cash used in investing activities of discontinued operations






(32
)Net cash provided by (used in) investing activities

$
7,844


$
(3,939
)Net cash provided (used in) by financing activities

$
1,478


$
(2,355
)Total effect of exchange rate changes on cash and cash
    equivalents

$
491


$
306Net increase in cash and cash equivalents

$
21,257


$
2,304Cash and cash equivalents, beginning of period

$
59,482


$
52,111Cash and cash equivalents, end of period

$
80,739


$
54,415Marketable securities, end of period

$
9,841


$
11,092Cash, cash equivalents and marketable securities, end of period

$
90,580


$
65,507        29




---



##### Table of Contents



Off-Balance
    Sheet Financing Arrangements
    Recent
    Accounting Pronouncements
     30




---



##### Table of Contents



No. FAS 157-1 No. FAS 157-2
  Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  10-K
  Foreign
    Exchange and Interest Rate Risk
     31




---



##### Table of Contents



Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15 15d-15
  Changes
    in Internal Control Over Financial Reporting
   32




---



##### Table of Contents



PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings   Item 1A.  Risk
    Factors  Form 10-K, Form 10-K
  
    The merger is subject to a number of contingencies, including
    the valid tender of a majority of outstanding shares, the
    receipt of required regulatory approvals and other customary
    closing conditions.
    The merger closing may be delayed or it may not close at all.
    The Companys stock price may fluctuate prior to the
    completion of the merger due to market assessments regarding the
    expected timing of the merger and risks related to completion of
    the merger.
    If the merger is not completed, the Companys stock price
    will be subject to decline to the extent that the current
    trading price reflects a market assumption that the merger will
    be completed.
    The Company could lose important personnel as a result of the
    departure of employees who decide to pursue other opportunities
    in light of the proposed merger.
    The announcement and pendency of the merger may affect our
    customer and supplier relationships, including the potential
    loss of customers or suppliers or delays or decreases in
    customer orders.
    The Companys sales cycle may lengthen due to uncertainty
    related to the proposed merger.
    The Companys management will be required to devote
    significant time and resources to the proposed merger, which
    time and resources otherwise could be focused on the
    Companys business and operations.
    The Company has and will continue to incur significant expenses
    related to the merger prior to its closing, which must be paid
    even if the merger is not completed.
    Depending upon the circumstances, the Company may be obligated
    to pay Autodesk a termination fee of $7.5 million under the
    terms of the merger agreement with Autodesk.
    The merger agreement with Autodesk also imposes restrictions on
    the Companys ability to conduct its business prior to the
    completion of the merger, which could potentially leave the
    Company unable to respond effectively to competitive pressures,
    industry developments and future opportunities or may otherwise
    harm its financial condition or results of operations. 33




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##### Table of Contents



Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Maximum Number ofTotal Number of Shares


Shares that MayTotal Number


Average


Purchased as Part of


Yet be Purchasedof Shares


Price Paid


Publicly Announced


Under the PlansPeriod

Purchased


per Share


Plans or Programs


or Programs(1)January 1 - January 31, 2008














1,000,000February 1 - February 29, 2008














1,000,000March 1 - March 31, 2008














1,000,000











1,000,000     1)
    
    On November 1, 2007, the Companys Board of Directors
    extended the Companys stock repurchase program to allow
    for the repurchase of up to one million additional shares of its
    outstanding common stock.  Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Securities Holders    Item 5.
    Other
    Information   34




---



##### Table of Contents



Item 6.
    Exhibits  Exhibits:
  ExhibitNo.31
.1

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer. (Filed herewith.)31
.2

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer. (Filed herewith.)32
.1

Section 1350 Certification of Chief Executive Officer.(1)
    (Filed herewith.)32
.2

Section 1350 Certification of Chief Financial Officer.(1)
    (Filed herewith.)     (1)
    
    This certification shall not be deemed filed for
    purposes of Section 18 of the Securities Exchange Act of
    1934, or otherwise subject to the liability of that section, nor
    shall it be deemed incorporated by reference into any filing
    under the Securities Act of 1933 or the Securities Exchange Act
    of 1934. 35




---



##### Table of Contents



SIGNATURES    Moldflow Corporation
  By
    /s/  A.
    ROLAND THOMAS   President and Chief Executive Officer
  Moldflow Corporation
  By:
    /s/  GREGORY
    W. MAGOON   Executive Vice President and Chief Financial Officer
 (Principal Financial Officer)
   36




---



##### Table of Contents



EXHIBIT INDEX    ExhibitNo.

Description31
.1

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer. (Filed herewith.)31
.2

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer. (Filed herewith.)32
.1

Section 1350 Certification of Chief Executive Officer.(1)
    (Filed herewith.)32
.2

Section 1350 Certification of Chief Financial Officer.(1)
    (Filed herewith.)     (1)
    
    This certification shall not be deemed filed for
    purposes of Section 18 of the Securities Exchange Act of
    1934, or otherwise subject to the liability of that section, nor
    shall it be deemed incorporated by reference into any filing
    under the Securities Act of 1933 or the Securities Exchange Act
    of 1934. 37