##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    Form 10-K
    ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF
    1934
  For the
    Fiscal Year Ended: June 30, 2007
  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
    Number)   492 Old Connecticut Path, Suite 401 Framingham, MA
    01701
 (Address of principal executive
    offices, including zip code)
  (508) 358-5848
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of exchange on which registeredCommon Stock, par value $.01 per
    share


The NASDAQ Global Select Market LLCPreferred Stock Purchase Rights


The NASDAQ Global Select Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K, Form 10-K. o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---



##### 



MOLDFLOW
    CORPORATION
  ANNUAL
    REPORT ON
    FORM 10-K
    FOR FISCAL YEAR ENDED JUNE 30, 2007
  TABLE OF
    CONTENTS
  
  PagePart I.Item 1.

Business

2Item 1A.

Risk
    Factors

6Item 1B.

Unresolved Staff
    Comments

11Item 2.

Properties

11Item 3.

Legal
    Proceedings

12Item 4.

Submission of
    Matters to a Vote of Security Holders

12Part II.Item 5.

Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities

12Item 6.

Selected Financial
    Data

14Item 7.

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

15Item 7A.

Quantitative and
    Qualitative Disclosures about Market Risk

29Item 8.

Financial
    Statements and Supplementary Data

30Item 9.

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosures

31Item 9A.

Controls and
    Procedures

31Part III.Item 10.

Directors,
    Executive Officers and Corporate Governance

33Item 11.

Executive
    Compensation

33Item 12.

Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters

33Item 13.

Certain
    Relationships and Related Transactions, and Director
    Independence

33Item 14.

Principal
    Accountant Fees and Services

33Part
    IV.Item 15.

Exhibits and
    Financial Statement Schedules

34Exhibit
    Index

34Signatures

37Schedule II.
    Valuation and Qualifying Accounts

38Index to
    Consolidated Financial Statements

F-1Notes to
    Consolidated Financial Statements

F-6Report of
    Independent Registered Public Accounting Firms

F-30Ex-10.24 Change of Control Agreement - Greg W. MagoonEx-10.25 Transition Agreement - Christopher L. GorgoneEx-10.26 Employment Agreement - G. Fred HumbertEx-21.1 Subsidiaries of the RegistrantEx-23.1 Consent of Grant Thornton LLPEx-23.2 Consent of PricewaterhouseCoopers LLPEx-31.1 Section 302 Certification of the Chief Executive OfficerEx-31.2 Section 302 Certification of the Chief Financial OfficerEx-32.1 Section 906 Certification of the Chief Executive OfficerEx-32.2 Section 906 Certification of the Chief Financial Officer   1




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##### Table of Contents



This Annual Report on
    Form 10-K
    contains forward-looking statements within the meaning of
    Section 27A of the Securities Act of 1933, as amended, and
    21E of the Securities Exchange Act of 1934, as amended. You can
    identify these statements by forward-looking words such as
    may, will, expect,
    anticipate, believe,
    estimate and continue or similar words.
    You should read statements that contain these words carefully
    because they discuss our future expectations, contain
    projections of our future results of operations or of our
    financial condition, or state other forward-looking
    information. We believe that it is important to communicate our
    future expectations to our investors. However, there may be
    events in the future that we are not able to accurately predict
    or control and that may cause our actual results to differ
    materially from the expectations we describe in our
    forward-looking statements. Investors are cautioned that all
    forward-looking statements involve risks and uncertainties, and
    actual results may differ materially from those discussed as a
    result of various factors, including those factors described in
    Risk Factors beginning on page 6. Readers
    should not place undue reliance on our forward-looking
    statements, and we assume no obligation and do not intend to
    update any forward-looking statements.
    PART I
  Item 1.
    Business  Overview
      Discontinued Operations Form 10-K
  Available
    Information
  www.moldflow.com. Form 10-K, Form 10-Q, Form 8-K
 2




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##### Table of Contents



Form 10-K.
  Our
    Products
      Moldflow
    Plastics
    Advisers®
  ® tm tm
  Moldflow
    Plastics
    Insight®
  ®
  Moldflow
    Plastics Xpert
  ® set-up,
 3




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##### Table of Contents



set-up
  Major
    Customers
    Sales and
    Marketing
  Geographic Information
    Backlog
    Customer
    Support and Other Services
  Customer
    Support and Training
    Consulting
    Services
    Material
    Testing Services
   4




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Competition
      Research
    and Development
      Software Development
    Costs
  Proprietary
    Rights
       5




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##### Table of Contents



Compliance
    with Environmental Provisions
    Employees
    Item 1A.
    Risk
    Factors    We
    make estimates in determining our worldwide income tax
    provision.
    Provision for Income Taxes
   6




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Any
    future mergers, acquisitions and strategic relationships may
    result in lost revenue caused by business disruptions and missed
    opportunities caused by the distraction of our
    management.
    A
    general economic slowdown, particularly in our end markets, may
    adversely impact our results.
    Our
    quarterly operating results are subject to significant
    fluctuations and, as a result, period-to-period comparisons of
    our results of operations are not necessarily meaningful and
    should not be relied upon as indicators of future
    performance.
    
    seasonal slowdowns, in particular, in our first and, to a lesser
    extent, our third fiscal quarter, in many of the markets in
    which we sell our products,
    the timing and magnitude of capital expenditures, including
    costs relating to the expansion of our operations and
    infrastructure, and planned program spending required for major
    marketing initiatives or tradeshows,
    introductions of new services or enhancements by us and our
    competitors and corresponding changes in pricing policies,
    our increased use of third parties such as distributors, OEM
    partners and resellers which may lessen the control we have over
    revenue and earnings during any particular period,
    the timing and magnitude of our tax expense, resulting from the
    globally distributed nature of our selling and research and
    development operations, and certain on-going tax audits or
    investigations by various local tax authorities that may lead to
    the loss of certain planned-for tax benefits, or increased
    taxable income in certain jurisdictions that may not be offset
    by losses in other tax jurisdictions,
    fluctuations in our tax rate from quarter to quarter due to the
    impact of discrete events, including the settlement of claims,
    the management of audits and other inquiries, the acquisition of
    other companies or other events,
    the impact of expensing share-based compensation,
    currency and exchange rate fluctuations,
    timing and integration of acquisitions, 7




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##### Table of Contents




    continuing costs of compliance with the Sarbanes-Oxley Act of
    2002, and
    restructuring charges taken during any fiscal year.    If we
    experience delays in introducing new products or if our existing
    or new products do not achieve market acceptance, we may lose
    revenue.
    
    rapid technological advances,
    evolving industry standards,
    changes in end-user requirements,
    intense competition,
    technically complex products,
    frequent new product introductions, and
    evolving offerings by product manufacturers.      If we
    determine that any of our goodwill is impaired, we would be
    required to take a charge to earnings, which could have a
    material adverse effect on our results of
    operations.
    Our
    net income and earnings per share have been and will continue to
    be significantly reduced as a result of the requirement that we
    record compensation expense for shares issued under our stock
    plans.
   8




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If we
    become subject to intellectual property infringement claims, we
    could incur significant expenses and we could be prevented from
    offering specific products or services.
    We may
    lose sales if we are unable to protect important intellectual
    property.
      
    we cannot be certain that our pending United States and foreign
    patent applications will result in issued patents or that the
    claims allowed are or will be sufficiently broad to protect our
    technology,
    third parties may design around our patented technologies or
    seek to challenge or invalidate our patented technologies,
    patents of others may have an adverse effect on our ability to
    do business,
    the contractual provisions that we rely on, in part, to protect
    our trade secrets and proprietary knowledge may be breached, and
    we may not have adequate remedies for any breach and our trade
    secrets and proprietary information may be disclosed to the
    public,
    our trade secrets may become known without breach of such
    agreements or may be independently developed by competitors,
    foreign countries, including some of those in which we conduct
    business, may reduce or limit the protection of our intellectual
    property rights and software piracy, particularly in certain
    countries in Asia, may cause us to lose revenue in those
    countries or customers with worldwide operations, and
    the cost of enforcing our intellectual property rights,
    including actions currently on going, may reduce our future
    profitability.  Our
    financial condition or results of operations may be adversely
    affected by international business risks.
      
    decreased liquidity resulting from longer accounts receivable
    collection cycles typical of certain foreign countries, 9




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##### Table of Contents




    decreased revenue on foreign sales resulting from possible
    foreign currency exchange and conversion issues,
    lower productivity resulting from difficulties managing our
    sales, support, and research and development operations across
    many countries,
    decreased earnings based on changes in tax regulations in
    foreign jurisdictions or the timing of required tax payments in
    foreign jurisdictions that may not yet be offset by tax benefits
    arising from losses in other jurisdictions,
    lost revenue resulting from difficulties associated with
    enforcing agreements and collecting receivables through foreign
    legal systems,
    interruptions of our operations due to political and social
    conditions of the countries in which we do business,
    lost revenue resulting from the imposition by foreign
    governments of trade protection measures, and
    higher cost of sales resulting from import or export licensing
    requirements.  We
    have more limited financial and other resources than many of our
    competitors and potential competitors and may be unable to
    compete successfully against them.
    Disruption
    of operations at our development facilities could interfere with
    our product development and production cycles.
    Our
    stock price is highly volatile and our stock price could
    experience substantial declines and our managements
    attention may be diverted from more productive
    tasks.
    
    revenues and operating results failing to meet the expectations
    of securities analysts or investors,
    downward revisions in securities analysts estimates or
    changes in general market conditions,
    changes in our senior management personnel,
    sale of shares of our common stock by insiders or affiliated
    persons,
    technological innovations by competitors or in competing
    technologies,
    a decrease in the demand for our common stock,
    investor perception of our industry or our prospects, and
    general technology or economic trends.   10




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Purchase
    price adjustments related to the disposition of our
    Manufacturing Solutions division may have a material, adverse
    impact on our continuing results of operations and on our Net
    Income (Loss).
    Our
    use of third-party and open source software could impose
    limitations on our ability to commercialize our
    products.
  and/or and/or
  Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties        Contingencies, Commitments and
    Guarantor Arrangements.
 11




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##### Table of Contents



Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders    PART II
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities            2007


2006High


Low


High


LowFirst quarter

$
12.33


$
11.31


$
16.48


$
12.90Second quarter

$
13.95


$
11.90


$
15.51


$
13.51Third quarter

$
15.03


$
13.37


$
15.70


$
12.70Fourth quarter

$
23.10


$
14.82


$
15.80


$
11.60    12




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##### Table of Contents



Performance
    Graph
      COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
 Among
    Moldflow Corporation, The NASDAQ Composite Index
    And The NASDAQ Computer & Data Processing Index
  
  6/02



6/03



6/04



6/05



6/06



6/07Moldflow Corporation



100.00




113.71




137.56




164.59




148.60




278.93NASDAQ Composite



100.00




109.91




139.04




141.74




155.82




191.32NASDAQ Computer &
    Data Processing



100.00




105.06




126.04




130.56




136.58




170.32   *
    
    $100 invested on June 30, 2002 in stock or index-including
    reinvestment of dividends.
    Our fiscal year ends on June 30. 13




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##### Table of Contents



Item 6.
    Selected
    Financial Data  Years Ended June 30,2007


2006


2005


2004


2003(In thousands, except per share amounts)Consolidated Statement of
    Operations Data(1)(2):Revenue:Product

$
28,403


$
24,433


$
24,163


$
18,780


$
17,259Services


27,450



24,523



23,388



20,450



19,366Total revenue


55,853



48,956



47,551



39,230



36,625Costs and operating expenses:Cost of product revenue


1,545



1,511



1,340



1,428



2,964Cost of services revenue


4,536



4,309



3,867



2,582



1,210Research and development


8,026



7,390



7,307



5,202



5,650Selling and marketing


20,436



17,697



15,753



15,306



18,638General and administrative


14,042



11,893



11,060



6,795



7,242Restructuring charges






1,247











405Amortization of acquired
    intangible assets










83



224



605Total costs and operating expenses


48,585



44,047



39,410



31,537



36,714Income (loss) from continuing
    operations


7,268



4,909



8,141



7,693



(89
)Interest income, net


3,250



2,571



1,663



1,212



1,089Other income (loss), net


218



162



70



(15
)


(198
)Income from continuing operations
    before income taxes


10,736



7,642



9,874



8,890



802Provision for income taxes


2,187



2,381



1,604



2,220



920Net income from continuing
    operations


8,549



5,261



8,270



6,670



(118
)Net loss from discontinued
    operations, net of income taxes


(11,469
)


(4,260
)


(1,513
)


(4,042
)


Net loss on disposal of
    discontinued operations, net of income taxes


(869
)














Net income (loss)

$
(3,789
)

$
1,001


$
6,757


$
2,628


$
(118
)Income (loss) from continuing
    operations per common share  basic

$
0.76


$
0.47


$
0.77


$
0.65


$
(0.01
)Income (loss) from continuing
    operations per common share  diluted

$
0.73


$
0.44


$
0.71


$
0.62


$
(0.01
)Net income (loss) per common
    share  basic

$
(0.34
)

$
0.09


$
0.63


$
0.26


$
(0.01
)Net income (loss) per common
    share  diluted

$
(0.32
)

$
0.08


$
0.58


$
0.24


$
(0.01
)Balance Sheet
    Data(1):Cash, cash equivalents and
    marketable securities

$
72,645


$
60,554


$
60,233


$
51,652


$
52,140Working capital


75,040



57,886



51,225



41,523



45,624Total assets


113,761



110,193



107,029



94,358



79,477Long-term debt obligations
    (excluding deferred revenue)


305



394



521



537



641Stockholders equity


85,414



83,957



80,149



69,579



60,649     (1)
    
    As a result of our June 2007 divestiture of the Manufacturing
    Solutions (MS) division, we are reporting the
    results of this division as a discontinued operation for all
    periods presented. See Note 3 to the Consolidated Financial
    Statements, Discontinued Operations, for
    further discussion of the Manufacturing Solutions division
    divestiture.(2)
    
    In the third quarter of fiscal 2004, we reorganized into two
    divisions, the Design Analysis Solutions division and the MS
    division. This reorganization was substantially complete in
    fiscal 2004. Because we did not track certain items by division
    prior to the end of fiscal 2004, the allocation of revenue,
    costs, expenses and balance sheet amounts to each division
    required significant judgment and estimation, which may result
    in differences between later fiscal periods presented where the
    allocation was more clearly defined. 14




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K. Form 10-K Form 10-K Form 10-K.
    Forward-Looking
    Statements
  This portion of our Annual Report contains forward-looking
    statements. Investors are cautioned that all forward-looking
    statements involve risks and uncertainties, and actual results
    may differ materially from those discussed as a result of
    various factors, including those factors described in Risk
    Factors beginning on page 6. Readers should not place
    undue reliance on our forward-looking statements, and we assume
    no obligation to and do not intend to update any forward-looking
    statements.
  Corporate
    Strategy Overview
           15




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##### Table of Contents



Discontinued
    Operations
        Form 10-K. Form 10-K
  Reporting
    Periods
    Critical
    Accounting Policies
     16




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##### Table of Contents



Summary of Significant Accounting Policies
  Preparation
    of Financial Statements and Use of Estimates
    A.  Revenue
    Recognition
  No. 97-2, SOP No. 98-9, SOP No. 97-2
      B.  Asset
    Valuation Allowances
   17




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C.  Acquisition
    Accounting
    D.  Impairment
    of Acquired Intangible Assets, Goodwill and Other Long-Lived
    Assets
  and/or
  E.  Income
    Tax Accounting
       18




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F.  Capitalization
    of Software Development Costs
    G.  Stock
    Option Accounting
  Share-Based Compensation and Stock
    Plans
  H.  Restructuring
     19




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##### Table of Contents



SELECTED
    RELATIONSHIPS WITHIN THE CONSOLIDATED STATEMENT OF
    OPERATIONS
  Year Ended June 30,2007


2006


2005Percentage of
    revenue:Revenue:Product


50.9
%


49.9
%


50.8
%Services


49.1



50.1



49.2Total revenue


100.0



100.0



100.0Costs and operating expenses:Cost of product revenue


2.8



3.1



2.8Cost of services revenue


8.1



8.8



8.1Research and development


14.4



15.1



15.4Selling and marketing


36.6



36.1



33.1General and administrative


25.1



24.3



23.3Restructuring charges






2.5



Amortization of acquired
    intangible assets










0.2Total costs and operating expenses


87.0



89.9



82.9Net interest and other income


6.2



5.6



3.6Income from continuing operations
    before income taxes


19.2



15.7



20.7Provision for income taxes


3.9



4.9



3.4Income from continuing operations


15.3
%


10.8
%


17.3
%   Notable
    Items of Fiscal 2007 Results of Operations from Continuing
    Operations
  
    Total revenue was $55.9 million and represented an increase
    of 14% from the previous year.
    Product revenue was $28.4 million and represented an
    increase of 16% from the previous year.
    Services revenue, primarily comprised of revenue from annual
    maintenance and support contracts, was $27.5 million and
    represented an increase of 12% from the previous year.
    Total share-based compensation expense was $1.9 million and
    represented an increase of 2% from the previous year.
    Cash provided by operating activities of our continuing
    operations was $13.2 million.
    Stock repurchase program returned 403,900 shares to
    treasury at a cost of $5.4 million, or an average price of
    $13.47 per share.  Revenue
    
    license fees for our packaged software and
    services revenue derived from maintenance and support related to
    our products, consulting, training and material testing. 20




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##### Table of Contents



Increase





IncreaseCompared





Comparedto Prior





to PriorFiscal


Fiscal Year


Fiscal


Fiscal Year


Fiscal2007


$


%


2006


$


%


2005($ In thousands)Revenue:Product

$
28,403


$
3,970



16
%

$
24,433


$
270



1
%

$
24,163Services


27,450



2,927



12



24,523



1,135



5



23,388Total

$
55,853


$
6,897



14
%

$
48,956


$
1,405



3
%

$
47,551     IncreaseIncrease





(Decrease)Compared





Comparedto Prior





to PriorFiscal


Fiscal Year


Fiscal


Fiscal Year


Fiscal2007


$


%


2006


$


%


2005($ In thousands)Asia/Australia revenue:Products

$
15,217


$
2,625



21
%

$
12,592


$
152



1
%

$
12,440Services


10,123



1,143



13



8,980



776



9



8,204Total


25,340



3,768



17



21,572



928



4



20,644Americas revenue:Products


4,268



1,122



36



3,146



(425
)


(12
)


3,571Services


6,271



371



6



5,900



376



7



5,524Total


10,539



1,493



17



9,046



(49
)


(1
)


9,095Europe revenue:Products


8,918



223



3



8,695



543



7



8,152Services


11,056



1,413



15



9,643



(17
)






9,660Total


19,974



1,636



9



18,338



526



3



17,812Total revenue:Products


28,403



3,970



16



24,433



270



1



24,163Services


27,450



2,927



12



24,523



1,135



5



23,388Total

$
55,853


$
6,897



14
%

$
48,956


$
1,405



3
%

$
47,551Percentage of total revenue:Asia/Australia


45
%










44
%










43
%Americas


19











18











19Europe


36











38











38Total


100
%










100
%










100
%    21




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##### Table of Contents



when-and-if-available
            Cost
    and Operating Expenses
  Share-Based Payment Share-Based Compensation and Stock Plans.
  Cost
    of Product Revenue
  Increase





IncreaseCompared





Comparedto Prior





to PriorFiscal


Fiscal Year


Fiscal


Fiscal Year


Fiscal2007


$


%


2006


$


%


2005($ In thousands)Cost of product revenue

$
1,545


$
34



2
%

$
1,511


$
171



13
%

$
1,340As a percentage of total revenue


3
%










3
%










3
%      22




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##### Table of Contents



Cost
    of Services Revenue
  Increase





IncreaseCompared





Comparedto Prior





to PriorFiscal


Fiscal Year


Fiscal


Fiscal Year


Fiscal2007


$


%


2006


$


%


2005($ In thousands)Cost of services revenue

$
4,536


$
227



5
%

$
4,309


$
442



11
%

$
3,867As a percentage of total revenue


8
%










9
%










8
%       Research
    and Development
  Increase





IncreaseCompared





Comparedto Prior





to PriorFiscal


Fiscal Year


Fiscal


Fiscal Year


Fiscal2007


$


%


2006


$


%


2005($ In thousands)Research and development

$
8,026


$
636



9
%

$
7,390


$
83



1
%

$
7,307As a percentage of total revenue


14
%










15
%










15
%       Selling
    and Marketing
  Increase





IncreaseCompared





Comparedto Prior





to PriorFiscal


Fiscal Year


Fiscal


Fiscal Year


Fiscal2007


$


%


2006


$


%


2005($ In thousands)Selling and marketing

$
20,436


$
2,739



15
%

$
17,697


$
1,944



12
%

$
15,753As a percentage of total revenue


37
%










36
%










33
%  23




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##### Table of Contents



General
    and Administrative
  Increase





IncreaseCompared





Comparedto Prior





to PriorFiscal


Fiscal Year


Fiscal


Fiscal Year


Fiscal2007


$


%


2006


$


%


2005($ In thousands)General and administrative

$
14,042


$
2,149



18
%

$
11,893


$
833



8
%

$
11,060As a percentage of total revenue


25
%










24
%










23
%         Restructuring
    Charges
    Amortization
    of Acquired Intangible Assets
     24




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##### Table of Contents



Interest
    Income, Net
      Other
    Income, Net
      Provision
    for Income Taxes
  Summary of Significant Accounting Policies Income Taxes
           25




---



##### Table of Contents



Liquidity
    and Capital Resources
    Year Ended June 30,2007


2006


2005Cash provided by operating
    activities of continuing operations

$
13.2


$
3.2


$
10.0Cash used by operating activities
    of discontinued operations


(2.2
)


(1.3
)


(3.7
)Net cash provided by operating
    activities

$
11.0


$
1.9


$
6.3Cash provided by (used in)
    investing activities of continuing operations

$
(6.5
)

$
1.3


$
3.1Cash provided by (used in)
    investing activities of discontinued operations


0.9



(0.2
)


(0.1
)Total cash provided by (used for)
    investing activities

$
(5.6
)

$
1.1


$
3.0Total cash provided by financing
    activities

$
1.3


$
0.7


$
2.5Total effect of exchange rate
    changes on cash and cash equivalents

$
0.7


$
(0.5
)

$
1.1Net increase in cash and cash
    equivalents

$
7.4


$
3.2


$
12.9Cash and cash equivalents,
    beginning of year

$
52.1


$
48.9


$
36.0Cash and cash equivalents, end of
    year

$
59.5


$
52.1


$
48.9Marketable securities, end of year

$
13.2


$
8.4


$
11.3Cash, cash equivalents and
    marketable securities, end of year

$
72.7


$
60.5


$
60.2    26




---



##### Table of Contents



27




---



##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodLess








MoreThan








ThanTotal


1 Year


1-3 Years


3-5 Years


5 Years(In thousands)Operating lease obligations

$
7,092


$
2,199


$
2,438


$
1,809


$
646Purchase obligations(1)


604



247



357







Total

$
7,696


$
2,446


$
2,795


$
1,809


$
646     (1)
    
    For the purposes of this table, contractual obligations for
    purchase of goods or services are defined as agreements that are
    enforceable and legally binding and that specify all significant
    terms, including: fixed or minimum quantities to be purchased;
    fixed, minimum or variable price provisions; and the approximate
    timing of the transaction.  Off-Balance
    Sheet Financing Arrangements
    Recent
    Accounting Pronouncements
        Staff
    Accounting Bulletin No. 108
   28




---



##### Table of Contents



RetainedEarningsBeginning balance of retained
    earnings as of July 1, 2006 (as previously reported)

$
6,296Adjustment 1


(376
)Adjustment 2


(514
)Adjusted beginning balance of
    retained earnings as of July 1, 2006

$
5,406     (1)
    
    In February 2007, we determined we incorrectly recorded an entry
    against the prepaid income tax account in fiscal 2002. After
    further investigation conducted during fiscal 2007 we concluded
    that, as a result of this error, our income tax expenses were
    understated by $247,000, $61,000, $68,000 in fiscal 2002, 2003
    and 2004, respectively.(2)
    
    In June 2006, we determined we incorrectly estimated the value
    of certain of our stock options granted in fiscal 2002 and
    fiscal 2003. The total combined impact of these matters was
    $514,000, of which $15,000, $297,000, $152,000, $47,000 and
    $3,000 should have been recorded in fiscal year 2002, 2003,
    2004, 2005 and 2006, respectively.  Impact of
    Inflation
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk   29




---



##### Table of Contents



Foreign
    Exchange Risk
      Interest
    Rate Risk
        Credit
    Risk
    Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K page F-2.
 30




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosures    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15 15d-15
  Changes
    in Internal Control Over Financial Reporting
    Managements
    Report on Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f),
          Internal Control 
    Integrated Framework.
   31




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Managements Report on Internal Control over Financial
    Reporting.
            
   32




---



##### Table of Contents



PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Directors.
  Executive Officers.
  Section 16(a) Beneficial Ownership Reporting
    Compliance.
  Code of Ethics.
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   33




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##### Table of Contents



PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules  Consolidated Financial Statements
  Form 10-K page F-1.
  Financial Statement Schedule
  Form 10-K:
  Page No.Schedule II 
    Valuation and Qualifying Accounts


38     List of Exhibits
    EXHIBIT INDEX
  ExhibitNo.

Title2
.1

Asset Purchase Agreement by and
    between Moldflow Corporation and Husky Injection Molding Systems
    Ltd., dated June 25, 2007 (Previously filed as an exhibit
    to the Companys Current Report on
    Form 8-K
    filed on June 27, 2007, and incorporated by reference
    thereto.)3
.1

Third Amended and Restated
    Certificate of Incorporation of the Registrant. (Previously
    filed as an exhibit to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 1, 2000 filed with the
    Securities and Exchange Commission on May 12, 2000 and
    incorporated by reference thereto.)3
.2

Third Amended and Restated By-laws
    of the Registrant. (Previously filed as an exhibit to the
    Companys Current Report on
    Form 8-K
    filed on May 4, 2007, and incorporated by reference
    thereto.)3
.3

Certificate of Amendment of Third
    Amended and Restated Certificate of Incorporation. (Previously
    filed as an exhibit to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2002 filed with the
    Securities and Exchange Commission on September 19, 2002
    and incorporated by reference thereto.)3
.4

Certificate of Preferences and
    Designations, Preferences and Rights of a Series of Preferred
    Stock of Moldflow Corporation classifying and designating the
    Series A Junior Participating Preferred Stock. (Previously
    filed as an exhibit to the Companys Registration Statement
    on
    Form 8-A
    filed with the Securities and Exchange Commission on
    February 3, 2003 and incorporated by reference thereto.)4
.1

Shareholder Rights Agreement,
    dated as of January 29, 2003, between Moldflow Corporation
    and EquiServe Trust Company, as Rights Agent. (Previously
    filed as an exhibit to the Companys Registration Statement
    on
    Form 8-A
    filed with the Securities and Exchange Commission on
    February 3, 2003 and incorporated by reference thereto.)10
.1

Form of Incentive Stock Option
    Agreement for Executive Officers under the Moldflow Corporation
    2000 Stock Option and Incentive Plan. (Previously filed as an
    exhibit to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 25, 2004 filed with
    the Securities and Exchange Commission on November 3, 2004
    and incorporated by reference thereto.)10
.2

Form of Non-Qualified Stock Option
    Agreement for Executive Officers under the Moldflow Corporation
    2000 Stock Option and Incentive Plan. (Previously filed as an
    exhibit to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 25, 2004 filed with
    the Securities and Exchange Commission on November 3, 2004
    and incorporated by reference thereto.) 34




---



##### Table of Contents



ExhibitNo.

Title10
.3

Form of Non-Qualified Stock Option
    Agreement for Non-Employee Directors under the Moldflow
    Corporation 2000 Stock Option and Incentive Plan. (Previously
    filed as an exhibit to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 25, 2004 filed with
    the Securities and Exchange Commission on November 3, 2004
    and incorporated by reference thereto.)10
.4

Third Amendment to the Moldflow
    Corporation 2000 Stock Option and Incentive Plan. (Previously
    filed as an exhibit to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 27, 2003 filed with
    the Securities and Exchange Commission on February 10, 2004
    and incorporated by reference thereto.)10
.7

Form of Incentive Stock Option
    Agreement under the Moldflow Corporation 2000 Stock Option and
    Incentive Plan. (Previously filed as an exhibit to the
    Companys Registration Statement on
    Form S-1
    (File
    No. 333-95289)
    and incorporated by reference thereto.)10
.8

Form of Non-Qualified Stock Option
    Agreement for Company Employees under the Moldflow Corporation
    2000 Stock Option and Incentive Plan. (Previously filed as an
    exhibit to the Companys Registration Statement on
    Form S-1
    (File
    No. 333-95289)
    and incorporated by reference thereto.)10
.9

Moldflow Corporation 1997 Equity
    Incentive Plan. (Previously filed as an exhibit to the
    Companys Registration Statement on
    Form S-1
    (File
    No. 333-95289)
    and incorporated by reference thereto.)10
.10

Form of Director Indemnification
    Agreement to be entered into between the Registrant and Each
    Non-employee Director. (Previously filed as an exhibit to the
    Companys Registration Statement on
    Form S-1
    (File
    No. 333-95289)
    and incorporated by reference thereto.)10
.11

Form of Non-Qualified Stock Option
    Agreement for Non-Employee Directors under the Moldflow
    Corporation 2000 Stock Option and Incentive Plan. ** (Previously
    filed as an exhibit to the Companys Registration Statement
    on
    Form S-1
    (File
    No. 333-95289)
    and incorporated by reference thereto.)10
.12

Loan Agreement as of
    November 13, 2001 between Silicon Valley Bank and Moldflow
    Corporation. (Previously filed as an exhibit to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 29, 2001 filed with
    the Securities and Exchange Commission on February 11, 2002
    and incorporated by reference thereto.)10
.13

Amended and Restated Employment
    Agreement, dated July 8, 2005, between the Registrant and
    Kenneth R. Welch.** (Previously filed as an exhibit to the
    Companys Current Report on
    Form 8-K
    filed July 14, 2005 and incorporated by reference thereto.)10
.14

Amended and Restated Employment
    Agreement, dated July 8, 2005, between the Registrant and
    A. Roland Thomas.** (Previously filed as an exhibit to the
    Companys Current Report on
    Form 8-K
    filed on July 14, 2005 and incorporated by reference
    thereto.)10
.15

Amended and Restated Employment
    Agreement, dated July 8, 2005, between the Registrant and
    Ian M. Pendlebury.** (Previously filed as an exhibit to the
    Companys Current Report on
    Form 8-K
    filed on July 14, 2005 and incorporated by reference
    thereto.)10
.16

Amended and Restated Employment
    Agreement, dated July 8, 2005, between the Registrant and
    Peter K. Kennedy.** (Previously filed as an exhibit to the
    Companys Current Report on
    Form 8-K
    filed on July 14, 2005 and incorporated by reference
    thereto.)10
.17

Amended and Restated Employment
    Agreement, dated July 8, 2005, between the Registrant and
    Lori M. Henderson.** (Previously filed as an exhibit to the
    Companys Current Report on
    Form 8-K
    filed on July 14, 2005 and incorporated by reference
    thereto.)10
.18

Amended and Restated Employment
    Agreement dated as of July 8, 2005 between Christopher L.
    Gorgone and Moldflow Corporation.** (Previously filed as an
    exhibit to the Companys Current Report on
    Form 8-K
    filed on July 14, 2005, and incorporated by reference
    thereto.)10
.19

Form of Cash Bonus Plan for
    Certain Executive Officers and Key Employees.** (Previously
    filed as an exhibit to the Companys Current Report on
    Form 8-K
    filed on September 29, 2005, and incorporated by reference
    thereto.)10
.20

Form of Restricted Stock Award
    Agreement for Executive Officers under the Moldflow Corporation
    2000 Stock Option and Incentive Plan, except with respect to Ian
    Pendlebury and Peter Kennedy, in which case paragraph 8 has
    been deleted.** (Previously filed as an exhibit to the
    Companys Current Report on
    Form 8-K
    filed on September 29, 2005, and incorporated by reference
    thereto.) 35




---



##### Table of Contents



ExhibitNo.

Title10
.21

Employment Agreement dated as of
    August 27, 2007 between the Registrant and Gregory W.
    Magoon.** (Previously filed as an exhibit to the Companys
    Current Report on
    Form 8-K
    filed on August 30, 2007, and incorporated by reference
    thereto.)10
.22

Form of Restricted Stock Unit
    Award Agreement for Non-Employee Directors.** (Previously filed
    as an exhibit to the Companys Current Report on
    Form 8-K
    filed on September 12, 2006, and incorporated by reference
    thereto.)10
.23

Moldflow Corporation 2000 Stock
    Option and Incentive Plan, as amended. (Previously filed as an
    exhibit to the Companys Current Report on
    Form 8-K
    filed on September 12, 2006, and incorporated by reference
    thereto.)10
.24

Change of Control Agreement
    between the Registrant and Gregory W. Magoon, (Filed herewith.)10
.25

Transition Agreement between the
    Registrant and Christopher L. Gorgone. (Filed herewith.)10
.26

Employment Agreement dated
    September 7, 2006 between the Registrant and G. Fred
    Humbert. (Filed herewith.)16
.1

Letter Regarding Change in
    Certifying Accountant. (Previously filed as an exhibit to the
    Companys Current Report on
    Form 8-K
    filed on March 10, 2006, and incorporated by reference
    thereto.)21
.1

Subsidiaries of the Registrant.
    (Filed herewith.)23
.1

Consent of Grant Thornton LLP.
    (Filed herewith.)23
.2

Consent of PricewaterhouseCoopers
    LLP. (Filed herewith.)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.)     **
    
    Management contract or compensatory plan or arrangement required
    to be filed as an exhibit to this form pursuant to
    Item 15(c) of this report.(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.  Exhibits
    Other Financial Statements
 36




---



##### Table of Contents



SIGNATURES
  Form 10-K
  Moldflow Corporation
  By:
    /s/  Gregory
    W. Magoon   Executive Vice President and
 Chief Financial Officer
      Signature

Title

Date/s/  A.
    Roland
    ThomasA.
    Roland Thomas

President, Chief Executive 
    Officer and Chairman of the 
    Board of Directors 
    (Principal Executive Officer)

September 13, 2007/s/  Gregory
    W. MagoonGregory
    W. Magoon

Executive Vice President and
    Chief Financial Officer 
    (Principal Financial Officer and Principal Accounting Officer)

September 13, 2007/s/  Roger
    E. BrooksRoger
    E. Brooks

Director

September 13, 2007/s/  Frank
    W. Haydu
    IIIFrank
    W. Haydu III

Director

September 13, 2007/s/  Robert
    J. LepofskyRobert
    J. Lepofsky

Director

September 13, 2007/s/  Robert
    P.
    SchechterRobert
    P. Schechter

Director

September 13, 2007  37




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##### Table of Contents



SCHEDULE II
  Schedule II.  Valuation
    and Qualifying Accounts
  Beginning








EndingItem

Balance


Additions


Deductions


Balance(In thousands)For the year ended June 30,
    2007:Allowance for doubtful accounts

$
164


$
152
(a)

$
(74
)(b)

$
242Deferred tax asset valuation
    allowance


2,568



1,017
(a)


(73
)(c)


3,512For the year ended June 30,
    2006:Allowance for doubtful accounts

$
125


$
39
(a)

$

(b)

$
164Deferred tax asset valuation
    allowance


1,967



661
(a)


(60
)(c)


2,568For the year ended June 30,
    2005:Allowance for doubtful accounts

$
389


$
95
(a)

$
(359
)(b)

$
125Deferred tax asset valuation
    allowance


1,514



885
(a)


(432
)(c)


1,967     (a)
    
    Additional provisions and foreign currency translation effects.(b)
    
    Specific write-offs, collections of previously reserved items
    recorded as a benefit to general and administrative expenses and
    foreign currency translation effects.(c)
    
    Utilization of net operating loss carryforwards, reductions in
    other deferred tax assets and foreign currency translation
    effects. 38




---



##### Table of Contents



INDEX
    TO CONSOLIDATED FINANCIAL STATEMENTS
  Consolidated
    Balance Sheet at June 30, 2007 and 2006

F-2Consolidated
    Statement of Operations for the years ended June 30, 2007,
    2006 and 2005

F-3Consolidated
    Statement of Stockholders Equity and Comprehensive Income
    (Loss) for the years ended June 30, 2007, 2006 and
    2005

F-4Consolidated
    Statement of Cash Flows for the years ended June 30, 2007,
    2006 and 2005

F-5Notes to
    Consolidated Financial Statements

F-6Report of
    Independent Registered Public Accounting Firms

F-30  F-1




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  CONSOLIDATED BALANCE SHEET
  June 30,2007


2006(In thousands, except share and per sharedata)ASSETSCurrent assets:Cash and cash equivalents

$
59,482


$
52,111Marketable securities


13,163



8,443Accounts receivable, net of
    allowance for doubtful accounts of $242 and $164 at
    June 30, 2007 and 2006, respectively


11,878



9,338Prepaid expenses


6,383



6,415Other current assets


10,594



2,987Current portion of assets held for
    sale (Note 3)






5,378Total current assets


101,500



84,672Fixed assets, net


3,137



2,768Goodwill


6,465



6,465Other assets


2,659



1,870Assets held for sale, net of
    current portion






14,418Total assets

$
113,761


$
110,193LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
876


$
1,143Accrued expenses


11,489



8,997Deferred revenue


14,095



11,268Current portion of liabilities
    held for sale






2,656Total current liabilities


26,460



24,064Deferred revenue


1,582



1,325Other long-term liabilities


305



394Liabilities held for sale, net of
    current portion






453Total liabilities


28,347



26,236Contingencies, commitments and
    guarantor arrangements (Note 19)Stockholders equity:Preferred stock, $0.01 par
    value; 5,000,000 shares authorized; no shares issued and
    outstanding at June 30, 2007 and 2006






Common stock, $0.01 par
    value; 40,000,000 shares authorized; 12,343,922 shares
    issued, and 11,743,922 outstanding at June 30, 2007 and
    11,410,030 shares issued, and 11,213,930 outstanding at
    June 30, 2006


124



114Treasury stock, at cost;
    600,000 shares at June 30, 2007 and
    196,100 shares at June 30, 2006


(8,018
)


(2,579
)Additional paid-in capital


85,358



75,335Retained earnings


1,617



6,296Accumulated other comprehensive
    income


6,333



4,791Total stockholders equity


85,414



83,957Total liabilities and
    stockholders equity

$
113,761


$
110,193    F-2




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  CONSOLIDATED STATEMENT OF OPERATIONS
  Year Ended June 30,2007


2006


2005(In thousands, exceptper share data)Revenue:Product

$
28,403


$
24,433


$
24,163Services


27,450



24,523



23,388Total revenue


55,853



48,956



47,551Costs and operating expenses:Cost of product revenue


1,545



1,511



1,340Cost of services revenue


4,536



4,309



3,867Research and development


8,026



7,390



7,307Selling and marketing


20,436



17,697



15,753General and administrative


14,042



11,893



11,060Restructuring charges






1,247



Amortization of acquired
    intangible assets










83Total costs and operating expenses


48,585



44,047



39,410Income from continuing operations


7,268



4,909



8,141Interest income, net


3,250



2,571



1,663Other income, net


218



162



70Income from continuing operations
    before income taxes


10,736



7,642



9,874Provision for income taxes


2,187



2,381



1,604Net income from continuing
    operations


8,549



5,261



8,270Net loss from discontinued
    operations, net of income taxes (Note 3)


(11,469
)


(4,260
)


(1,513
)Net loss on disposal of
    discontinued operations, net of income taxes (Note 3)


(869
)






Net income (loss)

$
(3,789
)

$
1,001


$
6,757Basic net income per common share
    from continuing operations

$
0.76


$
0.47


$
0.77Basic net loss per common share
    from discontinued operations


(1.02
)


(0.38
)


(0.14
)Basic net loss per common share on
    the disposal of discontinued operations

$
(0.08
)






Basic net income (loss) per common
    share

$
(0.34
)

$
0.09


$
0.63Diluted net income per common
    share from continuing operations

$
0.73


$
0.44


$
0.71Diluted net loss per common share
    from discontinued operations


(0.98
)


(0.36
)


(0.13
)Diluted net loss per common share
    on the disposal of discontinued operations


(0.07
)






Diluted net income (loss) per
    common share

$
(0.32
)

$
0.08


$
0.58Shares used in computing net
    income (loss) per common share:Basic


11,225



11,114



10,761Diluted


11,746



11,817



11,625    F-3




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY AND
    COMPREHENSIVE INCOME (LOSS)
  Retained


AccumulatedCommon Stock


Additional








Earnings/


Other


TotalShares


Par


Paid-In


Treasury Stock


(Accumulated


Comprehensive


Stockholders


ComprehensiveIssued


Value


Capital


Shares


Cost


Deficit)


Income


Equity


Income (Loss)(In thousands, except share data)Balance at June 30, 2004


10,619,432


$
106


$
67,554










$
(1,462
)

$
3,381


$
69,579Exercise of stock options


298,120



3



1,816



















1,819Issuance of stock under employee
    stock purchase plan


13,402







256



















256Comprehensive income:Net income






















6,757







6,757


$
6,757Change in unrealized losses on
    investments, net of taxes


























17



17



17Change in unrealized losses on
    hedging instruments, net of taxes


























(6
)


(6
)


(6
)Foreign currency translation
    adjustment


























1,727



1,727



1,727Comprehensive income

































$
8,495Balance at June 30, 2005


10,930,954



109



69,626











5,295



5,119



80,149Purchase of treasury stock














(196,100
)


(2,579
)










(2,579
)Exercise of stock options


384,476



4



2,760



















2,764Issuance of restricted stock


94,733



1



(1
)Forfeitures of restricted stock


(12,989
)Share-based compensation










2,170



















2,170Tax benefit from share-based
    compensation transactions










639



















639Issuance of stock under employee
    stock purchase plan


12,856







141



















141Comprehensive income:Net income






















1,001







1,001


$
1,001Change in unrealized losses on
    investments, net of taxes


























31



31



31Change in unrealized losses on
    hedging instruments, net of taxes


























(9
)


(9
)


(9
)Foreign currency translation
    adjustment


























(350
)


(350
)


(350
)Comprehensive income

































$
673Balance at June 30, 2006


11,410,030



114



75,335



(196,100
)


(2,579
)


6,296



4,791



83,957Cumulative adjustment from adoption
    of SAB No. 108, net of tax (Note 17)










514











(890
)






(376
)Purchase of treasury stock














(403,900
)


(5,439
)










(5,439
)Exercise of stock options


820,971



9



6,253



















6,262Issuance of restricted stock


125,969



1



(80
)


















(79
)Forfeitures of restricted stock


(13,048
)Share-based compensation










2,264



















2,264Tax benefit from share-based
    compensation transactions










1,072



















1,072Comprehensive (loss):Net (loss)






















(3,789
)






(3,789
)

$
(3,789
)Change in unrealized losses on
    investments, net of taxes


























6



6



6Change in unrealized losses on
    hedging instruments, net of taxes


























(1
)


(1
)


(1
)Foreign currency translation
    adjustment


























1,537



1,537



1,537Comprehensive (loss)

































$
(2,247
)Balance at June 30, 2007


12,343,922


$
124


$
85,358



(600,000
)

$
(8,018
)

$
1,617


$
6,333


$
85,414    F-4




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  CONSOLIDATED STATEMENT OF CASH FLOWS
  Year Ended June 30,2007


2006


2005(In thousands)Cash flows from operating
    activities:Net income from continuing
    operations

$
8,549


$
5,261


$
8,270Net loss from discontinued
    operations


(11,469
)


(4,260
)


(1,513
)Loss on disposal of discontinued
    operations (Note 3)


(869
)






Net income (loss)

$
(3,789
)

$
1,001


$
6,757Adjustments to reconcile net income
    from continuing operations to net cash provided by operating
    activities of continuing operations:Depreciation of fixed assets


1,130



1,157



1,479Amortization of other intangible
    assets


849



564



621Provisions for doubtful accounts


152



39



(95
)Share-based compensation


1,932



1,896



Change in deferred income taxes due
    to share-based compensation


154







Excess tax benefits from
    shared-based compensation


(532
)


(254
)


Other non-cash charges


(200
)


254



(182
)Changes in operating assets and
    liabilities, net of businesses sold:Accounts receivable


(2,616
)


(526
)


(2,653
)Prepaid expenses, and other current
    assets


(313
)


(3,304
)


(547
)Other assets


(217
)


(101
)


367Accounts payable


(294
)


(1,275
)


312Accrued expenses and other
    liabilities


1,425



(1,200
)


899Deferred revenue


3,177



692



1,573Net cash provided by operating
    activities of continuing operations


13,196



3,203



10,044Net cash used in operating
    activities of discontinued operations


(2,195
)


(1,264
)


(3,706
)Net cash provided by operating
    activities


11,001



1,939



6,338Cash flows from investing
    activities:Purchases of fixed assets


(1,066
)


(1,029
)


(1,086
)Capitalization of software
    development costs


(340
)


(496
)


(201
)Purchases of marketable securities


(25,738
)


(19,481
)


(5,096
)Sales and maturities of marketable
    securities


21,018



22,361



9,455Proceeds from sale of business


(391
)






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


(6,517
)


1,355



3,072Net cash (used in) provided by
    investing activities of discontinued operations


948



(220
)


(81
)Net cash (used in) provided by
    investing activities


(5,569
)


1,135



2,991Cash flows from financing
    activities:Proceeds from issuance of common
    stock


6,183



2,972



2,490Purchase of treasury stock


(5,439
)


(2,579
)


Excess tax benefits from
    share-based compensation


532



254



Net cash provided by financing
    activities


1,276



647



2,490Effect of exchange rate changes on
    cash and cash equivalents


663



(520
)


1,104Net increase in cash and cash
    equivalents


7,371



3,201



12,923Cash and cash equivalents,
    beginning of period


52,111



48,910



35,987Cash and cash equivalents, end of
    period

$
59,482


$
52,111


$
48,910Supplemental disclosure of cash
    flow information:Cash paid during the year for
    income taxes

$
1,837


$
1,713


$
1,764    F-5




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Basis of
    Presentation and Nature of Business        2.
    Summary
    of Significant Accounting Policies  Estimates
    and Assumptions
    Principles
    of Consolidation
    Acquisition
    Accounting
    Foreign
    Currency Translation
   F-6




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Cash and
    Cash Equivalents
    Marketable
    Securities and Investment Policy
      Concentration
    of Credit Risk
    Fair
    Value of Financial Instruments
    Hedging
   F-7




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        Fixed
    Assets
    Goodwill
    and Acquired Intangible Assets
        Long-Lived
    Assets
   F-8




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Revenue
    Recognition
    Licenses Fees: No. 97-2, SOP No. 98-9, SOP No. 97-2
  Service Fees: SOP 97-2,
  Modification or Customization:
  Evidence of an Arrangement:
  Collectibility:
  Fixed or Determinable Price:
  Customer Acceptance Criteria:
 F-9




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Resellers:
  Product Return/Stock Rotation/Price
    Protection:
  Shipping and Handling Fees:
  Software
    Development Costs
    SOP No. 98-1,
  Advertising
    Costs
    Income
    Taxes
    Share-Based
    Compensation
   F-10




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Restructuring
    Net
    Income (Loss) Per Common Share
    Comprehensive
    Income
    Recent
    Accounting Pronouncements
   F-11




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        3.
    Discontinued
    Operations           F-12




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    4.
    Goodwill
    and Acquired Intangible Assets      5.
    Derivative
    Financial Instruments and Hedging Activities        6.
    Software
    Development Costs   F-13




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    June 30,2007


2006(In thousands)Gross carrying amount

$
2,549


$
2,209Less  accumulated
    amortization


(1,844
)


(1,313
)Net carrying amount

$
705


$
896   7.
    Fixed
    Assets    EstimatedUseful Life

June 30,(Years)

2007


2006(In thousands)Land



$
305


$
266Buildings

30


2,029



1,775Machinery and Equipment

4-7


1,250



1,487Computer equipment

3-5


4,918



4,610Furniture and fixtures

7-10


707



691Computers and equipment under
    capital leases

3-7


424



626Software

3-5


251



335Leasehold improvements

varies


658



626Other

3-10


317



25010,859



10,666Less  accumulated
    depreciation and amortization




(7,722
)


(7,898
)$
3,137


$
2,768    F-14




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  8.
    Accrued
    Expenses    June 30,2007


2006(In thousands)Employee wages, commissions and
    other compensation

$
1,500


$
614Employee leave costs


2,944



2,356Employee retirement costs


796



576Professional fees


579



434Income and withholding taxes


4,064



3,911Restructuring costs


117



213Other


1,489



893$
11,489


$
8,997   9.
    Restructuring
    Plans  October
    2005 Plan
    10.
    Credit
    Facilities        11.
    Preferred
    Stock   F-15




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  12.
    Common
    Stock    13.
    Share
    Repurchase Program and Treasury Stock    14.
    Share-Based
    Compensation and Stock Plans  Share-Based
    Compensation
    Year Ended


Year EndedJune 30,


June 30,2007


2006(In thousands)Cost of product revenue

$
4


$
11Cost of services revenue


39



93Research and development


364



346Selling and marketing


306



313General and administrative


1,219



1,133Share-based compensation expense
    before related tax effects


1,932



1,896Provision for Income taxes


(85
)


(151
)Net share-based compensation
    expense

$
2,017


$
2,047      F-16




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Year Ended


Year EndedJune 30,


June 30,2007


2006Dividend yield


0
%


0
%Expected volatility factor(1)


41.1
%


38.5-49.2
%Risk-free interest rate(2)


4.9%-5.0
%


3.9%-5.0
%Expected term (in years)(3)


3.5-5.0



3.5-5.8     (1)
    
    Measured using a weighted average of historical daily price
    changes of the Companys stock 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 share option is based on the U.S. Treasury yield in
    effect at the time of grant.(3)
    
    The expected term is the number of years that the Company
    estimates, based primarily on historical experience, that the
    options will be outstanding prior to exercise.    Year EndedJune 30,2005(In thousands,except pershare data)Net income from continuing
    operations as reported

$
8,270Less:Total share-based compensation
    expense determined under fair value based method for all awards,
    net of related tax effects


(2,708
)Pro forma net income

$
5,562Pro forma income from continuing
    operations:Net income from continuing
    operations per common share  basic

$
0.77Net income from continuing
    operations per common share  diluted

$
0.71Net income from continuing
    operations per common share  basic pro forma

$
0.52Net income from continuing
    operations per common share  diluted pro forma

$
0.48   Stock
    Plans
     F-17




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Stock
    Options:
    Year EndedJune 30, 2007


June 30, 2006


June 30, 2005Weighted





Weighted





WeightedAverage





Average





AverageShares


Exercise Price


Shares


Exercise Price


Shares


Exercise PriceOutstanding at beginning of period


2,086,551


$
10.85



2,487,267


$
10.22



2,634,157


$
9.77Granted


248,513



12.42



185,529



15.05



337,800



12.20Exercised


(820,971
)


7.62



(415,748
)


7.72



(349,947
)


7.72Canceled


(304,251
)


13.48



(170,497
)


13.95



(134,743
)


12.74Outstanding at end of period


1,209,842


$
12.68



2,086,551


$
10.85



2,487,267


$
10.22Options exercisable at end of period


875,642


$
12.55



1,667,556


$
10.33



1,733,684


$
10.26Weighted average fair value of
    options granted in the period





$
5.35






$
5.99






$
7.08     Options OutstandingWeighted





Options ExercisableAverage


Weighted





WeightedRemaining


Average





AverageContractual


Exercise





ExerciseRange of Exercise Prices

Shares


Life


Price


Shares


Price$0.36-$5.00


106,778



0.1 years


$
4.62



106,778


$
4.62$5.01-$10.00


210,419



1.9 years



9.38



210,419



9.38$10.01-$15.00


515,812



4.9 years



11.94



256,867



11.77$15.01-$20.00


298,927



2.2 years



16.57



232,478



16.88$20.01-$25.00


63,306



2.3 years



21.99



54,500



21.87$25.01-$30.00


14,600



1.5 years



26.23



14,600



26.231,209,842



3.1 years


$
12.68



875,642


$
12.55    F-18




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Restricted
    Stock:
    Year EndedJune 30, 2007


June 30, 2006Weighted





WeightedAverage





AverageNumber of


Grant Date


Number of


Grant DateShares


Fair Value


Shares


Fair ValueNonvested at beginning of period


81,744


$
15.39






$
Granted


132,610



12.58



94,733



15.39Vested


(37,721
)


14.47







Forfeited


(13,048
)


12.89



(12,989
)


15.39Nonvested at end of period


163,585


$
13.52



81,744


$
15.39       Restricted
    Stock Units:
   F-19




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Employee
    Stock Purchase Plan
      Shares

ShareEnd of Offering Period:

Issued

PriceJune 2005


12,856


$
11.02   Shareholder
    Rights Plan
   F-20




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  15.
    Net
    Income (loss) per Common Share    Year Ended June 30,2007


2006


2005(In thousands,except per share amounts)Net income from continuing
    operations

$
8,549


$
5,261


$
8,270Net loss from discontinued
    operations


(11,469
)


(4,260
)


(1,513
)Net loss on disposal of
    discontinued operations


(869
)






Net income (loss)

$
(3,789
)

$
1,001


$
6,757Shares used in computing net
    income from continuing operations per common share 
    basic


11,225



11,114



10,761Employee and director stock options


521



703



864Dilutive potential common shares


521



703



864Shares used in computing net
    income from continuing operations per common share 
    diluted


11,746



11,817



11,625Net income (loss) per common
    share  basicContinuing operations

$
0.76


$
0.47


$
0.77Discontinued operations


(1.02
)


(0.38
)


(0.14
)Net loss on disposal of
    discontinued operations


(0.08
)






$
(0.34
)

$
0.09


$
0.63Net income (loss) per common
    share  dilutedContinuing operations

$
0.73


$
0.45


$
0.71Discontinued operations


(0.98
)


(0.37
)


(0.13
)Net loss on disposal of
    discontinued operations


(0.07
)






$
(0.32
)

$
0.08


$
0.58     16.
    Income
    Taxes    Year Ended June 30,2007


2006


2005(In thousands)Domestic loss

$
(2,936
)

$
(3,258
)

$
(3,629
)Foreign income


13,672



10,900



13,503Income before income taxes

$
10,736


$
7,642


$
9,874  F-21




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Year Ended June 30,2007


2006


2005(In thousands)Current:Federal

$
(132
)

$
43


$
(927
)State


(118
)


11



10Foreign


2,179



1,811



2,761Total current tax expense


1,929



1,865



1,844Deferred:Federal


310



134



37State


57



25



7Foreign


(109
)


357



(284
)Total deferred tax expense


258



516



(240
)Provision for income taxes

$
2,187


$
2,381


$
1,604     Year Ended June 30,2007


2006


2005(In thousands)Income taxes computed at the
    statutory federal rate of 34%

$
3,645


$
2,598


$
3,360State income taxes, net of federal
    benefit


16



11



10Revision of estimated tax
    liabilities


(432
)






Other permanent items


606



1,030



604Change in valuation allowance


937



487



(460
)Foreign tax rate differential


(2,586
)


(1,848
)


(2,354
)Other


1



103



444Provision for income taxes

$
2,187


$
2,381


$
1,604     Year Ended June 30,2007


2006


2005(In thousands)Continuing operations

$
2,187


$
2,381


$
1,604Discontinued operations


444



(465
)


61Total income tax provision

$
2,631


$
1,916


$
1,665   Provision
    for Income Tax
   F-22




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Undistributed
    Earnings of Foreign Subsidiaries
    Deferred
    Tax Assets and Liabilities
    June 30,2007


2006(In thousands)Deferred tax assets:Net operating loss carryforwards

$
1,222


$
1,195Foreign tax and other credit
    carryforwards


757



822Accrued expenses not yet
    deductible for tax purposes


1,846



1,227Other


147



169Gross deferred tax assets


3,972



3,413Valuation allowance on deferred
    tax assets


(3,512
)


(2,568
)Total deferred tax assets


460



845Deferred tax liabilities


(328
)


(798
)Net deferred tax asset

$
132


$
47   Net
    Operating Loss and Other Carryforwards
    Valuation
    Allowance
   F-23




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Repatriation
    of International Earnings
    Tax
    Audit
            17.
    Staff
    Accounting Bulletin No. 108  Considering the Effects of
    Prior Year Misstatements when Quantifying Misstatements in
    Current Year Financial Statements.
 F-24




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
            RetainedEarningsBeginning balance of retained
    earnings as of July 1, 2006 (as previously reported)

$
6,296Adjustment 1


(376
)Adjustment 2


(514
)Adjusted beginning balance of
    retained earnings as of July 1, 2006

$
5,406     (1)
    
    In February 2007, the Company determined it incorrectly recorded
    an entry against the prepaid income tax account in fiscal 2002.
    After further investigation conducted in fiscal 2007 the Company
    concluded that, as a result of this error, its income tax
    expenses were understated by $247,000, $61,000, $68,000 in
    fiscal 2002, 2003 and 2004, respectively.(2)
    
    In June 2006, the Company determined it incorrectly estimated
    the value of certain of its stock options granted in fiscal 2002
    and fiscal 2003. The total combined impact of these matters was
    $514,000, of which $15,000, $297,000, $152,000, $47,000 and
    $3,000 should have been recorded in fiscal year 2002, 2003,
    2004, 2005 and 2006, respectively.  18.
    Benefit
    Plans  401(k)
    Savings Plan
  U.S.-based
 F-25




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Superannuation
    Plan
    19.
    Contingencies,
    Commitments and Guarantor Arrangements      Lease
    Commitments
    OperatingYear Ending June 30,

Leases(In thousands)2006

$
2,1992007


1,4112008


1,0272009


9592010


850Thereafter


646$
7,092    F-26




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Purchase
    Commitments
    PurchaseYear Ending June 30,

Commitments(In thousands)2007

$
2472008


2532009


104$
604   20.
    Geographic
    Information      IncreaseIncrease





(Decrease)Compared





Comparedto Prior





to PriorFiscal


Fiscal Year


Fiscal


Fiscal Year


Fiscal2007


$


%


2006


$


%


2005($ In thousands)Asia/Australia revenue:Products

$
15,217


$
2,625



21
%

$
12,592


$
152



1
%

$
12,440Services


10,123



1,143



13



8,980



776



9



8,204Total


25,340



3,768



17



21,572



928



4



20,644Americas revenue:Products


4,268



1,122



36



3,146



(425
)


(12
)


3,571Services


6,271



371



6



5,900



376



7



5,524Total


10,539



1,493



17



9,046



(49
)


(1
)


9,095Europe revenue:Products


8,918



223



3



8,695



543



7



8,152Services


11,056



1,413



15



9,643



(17
)






9,660Total


19,974



1,636



9



18,338



526



3



17,812Total revenue:Products


28,403



3,970



16



24,433



270



1



24,163Services


27,450



2,927



12



24,523



1,135



5



23,388Total

$
55,853


$
6,897



14
%

$
48,956


$
1,405



3
%

$
47,551    F-27




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    % of





% of





% ofFiscal


Total


Fiscal


Total


Fiscal


Total2007


Revenue


2006


Revenue


2005


Revenue(In thousands)Revenue:United States

$
10,539



19
%

$
9,046



18
%

$
9,094



19
%Japan

$
14,221



25
%

$
12,876



26
%

$
13,294



28
%     June 30,2007


2006(In thousands)Fixed assets, net:Asia/Australia

$
1,767


$
1,794Americas


1,012



582Europe


358



392Total consolidated

$
3,137


$
2,768   21.
    Selected
    Quarterly Results of Operations (Unaudited)    Quarter EndedJune 30,


Mar. 31,


Dec. 31,


Sep. 30,


June 30,


Mar. 31,


Dec. 31,


Sep. 30,2007


2007


2006


2006


2006


2006


2005


2005(In thousands, except per share data)Revenue:Product

$
7,557


$
8,123


$
7,607


$
5,116


$
6,290


$
5,796


$
6,762


$
5,585Services


7,468



6,653



6,684



6,645



6,587



5,992



6,120



5,824Total revenue


15,025



14,776



14,291



11,761



12,877



11,788



12,882



11,409Costs and operating expenses:Cost of product revenue


451



367



370



357



407



406



332



366Cost of services revenue


1,177



1,123



1,209



1,027



1,161



1,116



1,019



1,013Research and development


2,192



1,958



2,029



1,847



1,906



1,940



1,577



1,967Selling and marketing


5,677



5,198



5,359



4,202



4,852



4,193



4,413



4,239General and administrative


3,575



3,481



3,331



3,655



2,745



2,475



3,296



3,377Restructuring charges


























1,247



Total costs and operating expenses


13,072



12,127



12,298



11,088



11,071



10,130



11,884



10,962 F-28




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Quarter EndedJune 30,


Mar. 31,


Dec. 31,


Sep. 30,


June 30,


Mar. 31,


Dec. 31,


Sep. 30,2007


2007


2006


2006


2006


2006


2005


2005(In thousands, except per share data)Income from continuing operations


1,953



2,649



1,993



673



1,806



1,658



998



447Interest income, net


895



788



784



783



715



663



631



562Other income (loss), net


203



(5
)


17



3



66



62



53



(19
)Income from continuing operations
    before income taxes


3,051



3,432



2,794



1,459



2,587



2,383



1,682



990Provision for (benefit from) income
    taxes(1)


1,075



638



632



(158
)


1,677



214



681



(191
)Net income from continuing
    operations


1,976



2,794



2,162



1,617



910



2,169



1,001



1,181Net income (loss) from discontinued
    operations, net of income taxes


(537
)


(10,615
)


(381
)


64



(1,347
)


(651
)


(1,111
)


(1,151
)Net loss on disposal of
    discontinued operations, net of income taxes


(869
)


























Net income (loss)

$
570


$
(7,821
)

$
1,781


$
1,681


$
(437
)

$
1,518


$
(110
)

$
30Net income (loss) from continuing
    operations per common share Basic

$
0.17


$
0.25


$
0.19


$
0.14


$
0.08


$
0.19


$
0.09


$
0.11Net income (loss) from continuing
    operations per common share  Diluted

$
0.16


$
0.24


$
0.19


$
0.14


$
0.08


$
0.18


$
0.08


$
0.10Net income (loss) per common
    share  Basic

$
0.05


$
(0.70
)

$
0.16


$
0.15


$
(0.04
)

$
0.14


$
(0.00
)

$
0.00Net income (loss) per common
    share  Diluted

$
0.05


$
(0.67
)

$
0.15


$
0.14


$
(0.04
)

$
0.13


$
(0.00
)

$
0.00     (1)
    
    The Companys benefit from income taxes in the first
    quarter of fiscal 2007 was $158,000 on income before tax of $1.5
    million, which included a one-time benefit of $562,000 which
    resulted from a revised estimate of the tax liabilities related
    to certain tax positions of one of the Companys foreign
    subsidiaries and taxes payable in certain foreign jurisdictions.
    The Companys tax provision in our fourth quarter of fiscal
    2006 was $1.7 million on profit before tax of
    $2.6 million, which included $525,000 of tax expense to
    repatriate $10.6 million from Australia and $463,000 of tax
    expense related to the use of net operating losses related to
    previous stock option exercises.  22.
    Subsequent
    Events (Unaudited)     F-29




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##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                   Internal Control 
    Integrated
  
   F-30




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##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             F-31




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNo.

Title2
.1

Asset Purchase Agreement by and
    between Moldflow Corporation and Husky Injection Molding Systems
    Ltd., dated June 25, 2007 (Previously filed as an exhibit
    to the Companys Current Report on
    Form 8-K
    filed on June 27, 2007, and incorporated by reference
    thereto.)3
.1

Third Amended and Restated
    Certificate of Incorporation of the Registrant. (Previously
    filed as an exhibit to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 1, 2000 filed with the
    Securities and Exchange Commission on May 12, 2000 and
    incorporated by reference thereto.)3
.2

Third Amended and Restated By-laws
    of the Registrant. (Previously filed as an exhibit to the
    Companys Current Report on
    Form 8-K
    filed on May 4, 2007, and incorporated by reference
    thereto.)3
.3

Certificate of Amendment of Third
    Amended and Restated Certificate of Incorporation. (Previously
    filed as an exhibit to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2002 filed with the
    Securities and Exchange Commission on September 19, 2002
    and incorporated by reference thereto.)3
.4

Certificate of Preferences and
    Designations, Preferences and Rights of a Series of Preferred
    Stock of Moldflow Corporation classifying and designating the
    Series A Junior Participating Preferred Stock. (Previously
    filed as an exhibit to the Companys Registration Statement
    on
    Form 8-A
    filed with the Securities and Exchange Commission on
    February 3, 2003 and incorporated by reference thereto.)4
.1

Shareholder Rights Agreement,
    dated as of January 29, 2003, between Moldflow Corporation
    and EquiServe Trust Company, as Rights Agent. (Previously
    filed as an exhibit to the Companys Registration Statement
    on
    Form 8-A
    filed with the Securities and Exchange Commission on
    February 3, 2003 and incorporated by reference thereto.)10
.1

Form of Incentive Stock Option
    Agreement for Executive Officers under the Moldflow Corporation
    2000 Stock Option and Incentive Plan. (Previously filed as an
    exhibit to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 25, 2004 filed with
    the Securities and Exchange Commission on November 3, 2004
    and incorporated by reference thereto.)10
.2

Form of Non-Qualified Stock Option
    Agreement for Executive Officers under the Moldflow Corporation
    2000 Stock Option and Incentive Plan. (Previously filed as an
    exhibit to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 25, 2004 filed with
    the Securities and Exchange Commission on November 3, 2004
    and incorporated by reference thereto.)10
.3

Form of Non-Qualified Stock Option
    Agreement for Non-Employee Directors under the Moldflow
    Corporation 2000 Stock Option and Incentive Plan. (Previously
    filed as an exhibit to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 25, 2004 filed with
    the Securities and Exchange Commission on November 3, 2004
    and incorporated by reference thereto.)10
.4

Third Amendment to the Moldflow
    Corporation 2000 Stock Option and Incentive Plan. (Previously
    filed as an exhibit to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 27, 2003 filed with
    the Securities and Exchange Commission on February 10, 2004
    and incorporated by reference thereto.)10
.7

Form of Incentive Stock Option
    Agreement under the Moldflow Corporation 2000 Stock Option and
    Incentive Plan. (Previously filed as an exhibit to the
    Companys Registration Statement on
    Form S-1
    (File
    No. 333-95289)
    and incorporated by reference thereto.)10
.8

Form of Non-Qualified Stock Option
    Agreement for Company Employees under the Moldflow Corporation
    2000 Stock Option and Incentive Plan. (Previously filed as an
    exhibit to the Companys Registration Statement on
    Form S-1
    (File
    No. 333-95289)
    and incorporated by reference thereto.)10
.9

Moldflow Corporation 1997 Equity
    Incentive Plan. (Previously filed as an exhibit to the
    Companys Registration Statement on
    Form S-1
    (File
    No. 333-95289)
    and incorporated by reference thereto.)10
.10

Form of Director Indemnification
    Agreement to be entered into between the Registrant and Each
    Non-employee Director. ** (Previously filed as an exhibit to the
    Companys Registration Statement on
    Form S-1
    (File
    No. 333-95289)
    and incorporated by reference thereto.)10
.11

Form of Non-Qualified Stock Option
    Agreement for Non-Employee Directors under the Moldflow
    Corporation 2000 Stock Option and Incentive Plan. ** (Previously
    filed as an exhibit to the Companys Registration Statement
    on
    Form S-1
    (File
    No. 333-95289)
    and incorporated by reference thereto.)




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##### Table of Contents



ExhibitNo.

Title10
.12

Loan Agreement as of
    November 13, 2001 between Silicon Valley Bank and Moldflow
    Corporation. (Previously filed as an exhibit to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 29, 2001 filed with
    the Securities and Exchange Commission on February 11, 2002
    and incorporated by reference thereto.)10
.13

Amended and Restated Employment
    Agreement, dated July 8, 2005, between the Registrant and
    Kenneth R. Welch.** (Previously filed as an exhibit to the
    Companys Current Report on
    Form 8-K
    filed July 14, 2005 and incorporated by reference thereto.)10
.14

Amended and Restated Employment
    Agreement, dated July 8, 2005, between the Registrant and
    A. Roland Thomas.** (Previously filed as an exhibit to the
    Companys Current Report on
    Form 8-K
    filed on July 14, 2005 and incorporated by reference
    thereto.)10
.15

Amended and Restated Employment
    Agreement, dated July 8, 2005, between the Registrant and
    Ian M. Pendlebury.** (Previously filed as an exhibit to the
    Companys Current Report on
    Form 8-K
    filed on July 14, 2005 and incorporated by reference
    thereto.)10
.16

Amended and Restated Employment
    Agreement, dated July 8, 2005, between the Registrant and
    Peter K. Kennedy.** (Previously filed as an exhibit to the
    Companys Current Report on
    Form 8-K
    filed on July 14, 2005 and incorporated by reference
    thereto.)10
.17

Amended and Restated Employment
    Agreement, dated July 8, 2005, between the Registrant and
    Lori M. Henderson.** (Previously filed as an exhibit to the
    Companys Current Report on
    Form 8-K
    filed on July 14, 2005 and incorporated by reference
    thereto.)10
.18

Amended and Restated Employment
    Agreement dated as of July 8, 2005 between Christopher L.
    Gorgone and Moldflow Corporation.** (Previously filed as an
    exhibit to the Companys Current Report on
    Form 8-K
    filed on July 14, 2005, and incorporated by reference
    thereto.)10
.19

Form of Cash Bonus Plan for
    Certain Executive Officers and Key Employees.** (Previously
    filed as an exhibit to the Companys Current Report on
    Form 8-K
    filed on September 29, 2005, and incorporated by reference
    thereto.)10
.20

Form of Restricted Stock Award
    Agreement for Executive Officers under the Moldflow Corporation
    2000 Stock Option and Incentive Plan, except with respect to Ian
    Pendlebury and Peter Kennedy, in which case paragraph 8 has
    been deleted.** (Previously filed as an exhibit to the
    Companys Current Report on
    Form 8-K
    filed on September 29, 2005, and incorporated by reference
    thereto.)10
.21

Employment Agreement dated as of
    August 27, 2007 between the Registrant and Gregory W.
    Magoon.** (Previously filed as an exhibit to the Companys
    Current Report on
    Form 8-K
    filed on August 30, 2007, and incorporated by reference
    thereto.)10
.22

Form of Restricted Stock Unit
    Award Agreement for Non-Employee Directors.** (Previously filed
    as an exhibit to the Companys Current Report on
    Form 8-K
    filed on September 12, 2006, and incorporated by reference
    thereto.)10
.23

Moldflow Corporation 2000 Stock
    Option and Incentive Plan, as amended. (Previously filed as an
    exhibit to the Companys Current Report on
    Form 8-K
    filed on September 12, 2006, and incorporated by reference
    thereto.)10
.24

Change of Control Agreement
    between the Registrant and Gregory W. Magoon **. (Filed
    herewith.)10
.25

Transition Agreement between the
    Registrant and Christopher L. Gorgone**. (Filed herewith.)10
.26

Employment Agreement dated
    September 7, 2006 between the Registrant and G. Fred
    Humbert**. (Filed herewith.)16
.1

Letter Regarding Change in
    Certifying Accountant. (Previously filed as an exhibit to the
    Companys Current Report on
    Form 8-K
    filed on March 10, 2006, and incorporated by reference
    thereto.)21
.1

Subsidiaries of the Registrant.
    (Filed herewith.)23
.1

Consent of Grant Thornton LLP.
    (Filed herewith.)23
.2

Consent of PricewaterhouseCoopers
    LLP. (Filed herewith.)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.)




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##### Table of Contents



**
    
    Management contract or compensatory plan or arrangement required
    to be filed as an exhibit to this form pursuant to Item  15(c)
    of this report.(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.