<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-K
ANNUAL REPORT
(Mark one)
[x]      Annual report pursuant to section 13 or 15(d) of the Securities
         Exchange Act of 1934 [fee required] for the fiscal year ended
         April 30, 2002 or

[  ]     Transition report pursuant to section 13 or 15(d) of the Securities
         Exchange Act of 1934 [no fee required] for the transition period
         from ________ to ________

                        Commission file number 000-27874

                               ANSOFT CORPORATION
             (Exact name of registrant as specified in its charter)

        Delaware                                    72-1001909
        (State or other jurisdiction of             (I.R.S. Employer
        incorporation or organization)              Identification no.)

        Four Station Square, Suite 200
        Pittsburgh, Pennsylvania                    15219-1119
        (Address of principal executive offices)    (Zip Code)

       Registrant's telephone number, including area code: (412) 261-3200

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                     Common stock, par value $.01 per share

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [x] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As of July 15, 2002, the aggregate market value of voting common stock held by
non-affiliates of the registrant, based upon the last reported sale price for
the registrant's common stock on the Nasdaq National Market on such date, as
reported in The Wall Street Journal, was $43,358,757.

The number of shares of the registrant's common stock outstanding as of the
close of business on July 15, 2002 was 12,223,132.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the definitive Proxy Statement of Ansoft Corporation (the
"Company") to be furnished in connection with the solicitation of proxies by the
Company's Board of Directors for use at the 2002 Annual Meeting of Stockholders
(the "Proxy Statement") are incorporated by reference into Part III of this
Annual Report on Form 10-K to the extent provided herein. Except as specifically
incorporated by reference herein, the Proxy Statement is not to be deemed filed
as part of this Annual Report on Form 10-K.



<PAGE>




                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
Item of Form 10-K                                                                             Page
-----------------                                                                             ----
<S>              <C>                                                                          <C>
Part I
         1.       Business                                                                      2
         2.       Properties                                                                    9
         3.       Legal Proceedings                                                             9
         4.       Submission of Matters to a Vote of Security Holders                           9
         4.(a)    Executive Officers of the Registrant                                          9

Part II
         5.       Market for Registrant's Common Equity and Related Stockholders Matters       10
         6.       Selected Condensed Consolidated Financial Data                               11
         7.       Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                    12
         7.(a)    Quantitative and Qualitative Disclosure about Market Risk                    18
         8.       Financial Statements and Financial Statement Schedule                        19

Part III
Part III information will appear in Item 4(a) of Part I of Form 10-K and in the
Registrant's Proxy Statement in connection with its Annual Meeting of
Stockholders. Such Proxy Statement will be filed with the Securities and
Exchange Commission and such information is incorporated herein by this
reference as of the date of such filing.

Part IV
         14.      Exhibits and Financial Statement Schedule                                    33

Signatures                                                                                     34

</TABLE>


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                                     PART I

ITEM 1.  BUSINESS

Ansoft Corporation ("Ansoft" or the "Company") is a leading developer of
electronic design automation ("EDA") software used in high technology products
and industries. Ansoft's software is used by electrical engineers in the design
of state of the art technology products, such as cellular phones, internet
networking, satellite communications systems, computer chips and circuit boards,
and electronic sensors and motors. Engineers use our software to maximize
product performance, eliminate physical prototypes, and to reduce
time-to-market.

INDUSTRY BACKGROUND

In recent years, engineers have used EDA software to automate the previously
manual, time-consuming and error-prone design process, resulting in dramatic
increases in productivity and efficiency. EDA software can be used in each of
the three phases of the electronic design process: Logic Design and Synthesis,
which provides an outline of the system's overall architecture; Functional
Design and Analysis, which encompasses the specification of desired
functionality, functional design, simulation and analysis; and Physical Design
and Verification, which involves the creation of physical layout (i.e.,
placement and routing) and verification that the design meets required
specifications.

As the marketplace demands higher levels of system performance and
miniaturization, the need to model accurately the electromagnetic interaction in
communication and computing devices and electromechanical components is becoming
increasingly important. The design requirement to fit more devices and
interconnections into smaller spaces results in increased electromagnetic
interaction. Moreover, high performance systems, with frequencies of
approximately 500 MHz and beyond, exhibit a high level of electromagnetic
interaction causing the degradation of the quality of electrical signals. In
addition, the electromagnetic radiation emitted by electronic products is
regulated by the Federal Communications Commission ("FCC") and equivalent
regulatory bodies in Europe and Japan, and commercialization of these products
is contingent upon meeting government-specified electromagnetic compatibility
requirements. These problems are exacerbated by time-to-market pressures and the
need to reduce design and development costs.

While traditional EDA tools have become more sophisticated, they lack the
requisite degree of precision in modeling electromagnetic interactions in
components and systems. As a result, the current process for designing and
manufacturing wireless and electronic components and systems is often iterative,
time-consuming and inaccurate. Designs are generated, devices and systems are
developed, prototypes are manufactured, performance is measured and assessed and
designs are then refined to meet the original performance specifications. This
entire process is typically repeated a number of times, lengthening the design
process, increasing costs and resulting in lost market opportunities.

THE ANSOFT SOLUTION

Our software products allow design engineers to model component level and system
level electromagnetic interaction which we believe is crucial to the effective
design of electronic systems and components. Our products apply electromagnetic
principles, derived from Maxwell's Equations, to more accurately model
electromagnetic interaction. By using Ansoft software products to analyze
electromagnetic interaction, we believe that end users of our products are able
to reduce the time-to-market for their products, lower the risks of design
failure and eliminate costly and time-consuming product redesign. Ansoft's
software products may be used as an independent design platform or integrated
with complementary EDA tools within a customer's existing design environment.
Our research and development team has broad expertise in electromagnetic
simulation, electrical engineering, applied mathematics and software
development, enabling Ansoft to continue to advance its electromagnetics-based
EDA software.


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ANSOFT STRATEGY

Ansoft's objective is to become a leading worldwide supplier of EDA software.
Using our proprietary electromagnetic technology as a primary competitive
advantage, we pursue our objectives through the following strategies: leveraging
our technology leadership to solve emerging electromagnetic design issues in
high performance electrical devices and systems; capitalizing on the growing
need for electromagnetic analysis in increasingly compact and complex electronic
and electromechanical components and systems operating at higher speeds; and
expanding our broad range of product applications to address emerging customer
design requirements.

PRODUCTS

Our high-frequency software enables users to design RF ICs, antenna and radar
systems and microwave components. Our signal integrity software enables users to
design computer interconnects, IC packaging structures and electronic systems by
accurately capturing the degradation in signal quality due to higher clock
speeds and smaller physical dimensions. Our low frequency software products
enable designers of electromechanical components and systems to optimize the
electrical performance of their designs while increasing manufacturing yields.

We currently provide several products that address our customers' component and
system level design needs. Since different customers encounter different
combinations of challenges in their designs, we often provide integrated bundles
of our various products and their options in an attempt to address their needs.
These bundles are sold to customers in different configurations and at different
price points, depending on a customer's needs. Although customers frequently
purchase these bundles, we have organized the products below by their market
application.


Ansoft High Frequency Software

     HFSS is 3D electromagnetic field simulation software for high frequency, RF
     and wireless design. Ansoft HFSS brings the power of the finite element
     method (FEM) to the engineer's desktop by leveraging advanced techniques
     such as automatic adaptive mesh generation and refinement, tangential
     vector finite elements, and Adaptive Lanczos Pade Sweep (ALPS). HFSS
     automatically computes multiple adaptive solutions until a user-defined
     convergence criterion is met.

     Ansoft Designer is the first suite of design tools to fully integrate
     high-frequency, physics-based electromagnetic simulation into a seamless
     environment. Ansoft Designer merges the power of electromagnetics, into
     circuit and system-level simulation. So whether your design challenge is a
     Bluetooth transceiver, a radar system, or a MMIC or RFIC, Ansoft Designer
     gives you complete control over every design task from within a simple,
     unified environment. The key to this integration is a unique capability
     called solver-on-demand(TM) that orchestrates the use of multiple solvers -
     while still giving you complete control. Ansoft Designer extends this
     automation and integration even further by enabling work created in other
     types of design software to be rapidly imported as easily as if it was
     created within Ansoft Designer itself.


Ansoft's Signal Integrity Software

     SIwave, wave-enabled software for the advanced analysis of printed circuit
     boards (PCBs), components, and packages, addresses the rigorous demands
     placed on high-speed designers. SIwave is the only signal-integrity tool on
     the market to generate both frequency- and time-domain results, allowing
     engineers to model not only individual components, but also entire PCBs and
     package structures. Its SI, wave-enabled algorithm is combined with
     Ansoft's established strength in time-domain simulation, SPICE-based
     transistor-level analysis, and IBIS drivers to provide the widest range of
     simulation capabilities available today.

     Spicelink, a physics-based EDA tool for the electromagnetic-field
     simulation of two-dimensional (2D) and arbitrary three-dimensional (3D)
     structures, provides engineers with unprecedented levels of accuracy and
     confidence in their designs. Consisting of 2D and 3D solver engines, an
     easy-to-use drawing tool, and a built-in SPICE simulator, Spicelink
     provides engineers with a complete environment to extensively analyze their
     high-speed electronic designs.

     Turbo Package Analyzer (TPA) is an advanced software tool that automates
     the analysis of all complex semiconductor packages. TPA can analyze
     flip-chip, chip-scale package, and multiple-die system-in-package designs
     common in the networking and


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     broadband communications markets, includes an industry-first,
     multipole-accelerated Partial Element Equivalent Circuit (multi-PEEC)
     engine and an advanced model reduction algorithm for ultra-fast simulations
     of high-speed traces.

Ansoft's Low Frequency Software

     Maxwell 3D and 2D are comprehensive, easy-to-use software tools for design
     problems requiring an accurate, two-dimensional or three-dimensional
     representation of the electric or magnetic field behavior. Maxwell includes
     AC/DC magnetic, electrostatic, and transient electromagnetic fields;
     thermal analysis; parametric modeling; and optimization. Additionally,
     Maxwell produces highly accurate equivalent circuits for inclusion within
     Ansoft's SIMPLORER(R) and other circuit tools.

     SIMPLORER is a sophisticated multi domain simulation package for the design
     of complex power electronic and drive systems. SIMPLORER is based on a
     unique simulator coupling technology and provides exceptional simulation
     speed combined with high accuracy and numerical stability. The intuitive
     graphical user interface allows a fast and easy model generation using
     three modeling languages - electrical circuits, block diagrams and state
     machines. All description languages can be used simultaneously. Models are
     developed using a powerful schematic capture program. Simulation results
     may be displayed with oscilloscopes or digital displays using SIMPLORER's
     unique Active Elements Technology. Animated symbols help visualizing system
     states during the simulation.

     PEmag is a specialized software package for power electronics engineers
     wishing to perform advanced electromagnetic and signal analysis of magnetic
     components. PEmag is especially well suited for the design of custom
     magnetic components with ferrite cores used in high frequency applications.

     RMxprt helps electric-machine manufacturers capitalize on this growing
     opportunity by allowing designers to make sizing decisions and to estimate
     performance during the initial stage of the design process. RMxprt is an
     ideal tool for calculating critical design parameters, such as torque vs.
     speed, power loss, flux in the air gap, and efficiency.

Ansoft's Add-On Modules

     AnsoftLinks provides unidirectional and bidirectional links for
     streamlining data import and exportation between Ansoft's products and
     popular electronic design automation (EDA) packages and Mechanical CAD
     (MCAD) packages. EDA links include such companies as Cadence(R), Zuken(R),
     and Avant!(R). MCAD links include IGES and STEP formats common to ProE,
     Catia and Unigraphics.

     Full-Wave Spice is an add-on module for Ansoft's electromagnetic field
     solvers enabling SPICE transient analysis of interconnects for gigabit
     ethernet, optoelectronic packaging, and other broadband communications
     design. Full-Wave Spice provides high-bandwidth SPICE models at the touch
     of a button. This capability enables engineers to design electronic and
     communication components while taking Gigahertz-frequency effects into
     account.

     Optimetrics is an add-on module for Ansoft's electromagnetic field solvers
     which provides integrated parametrics and optimization. Optimetrics is a
     smart parametrics and optimization engine that allows users to perform
     parametric analysis, optimization, sensitivity analysis, and other design
     studies from an easy to use interface.

RESEARCH AND DEVELOPMENT

Ansoft has a team of research engineers focused on the mathematical and physical
underpinnings of the Company's simulation algorithms. Dr. Zoltan Cendes, a
founder of the Company, serves as the technical leader of the group. By virtue
of over 15 years of research and development by Dr. Cendes prior to the
Company's inception in 1984, and by its internal research and development staff
thereafter, Ansoft has pioneered the following technologies: automatic and
adaptive convergence to solutions, asymptotic waveform evaluation for spectral
domain solutions, transfinite elements, edge elements and tangential vector
finite elements and fast multipole acceleration algorithms.

We continually seek to design and develop new technologies, products and
interfaces based on our core electromagnetic expertise. This effort includes
releasing improved versions of our products on a regular basis as well as
developing new products. Ansoft assigns an interdisciplinary team of personnel
from research and development, software development, documentation, quality
assurance, customer support and marketing to each product development project.
Ansoft develops cooperative relationships with major customers with respect to
beta-testing its new products or enhancements and implementing suggestions for
new product features. The Company


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also maintains cooperative relationships with the major hardware vendors on
which the Company's products operate. The Company believes that its team
approach and cooperative relationships allow it to design products that respond
on a timely basis to emerging trends in computing, graphics and networking
technologies.

As of April 30, 2002, Ansoft's research and development group consisted of 155
employees. During fiscal 2002, 2001 and 2000, total research and development
expenses were $17.7 million, $12.7 million and $10.2 million, respectively.

On July 17, 2000, Ansoft announced its formation of Altra Broadband to pursue
the development of critical intellectual property and products for broadband
wireless and optical communications. Altra's research and development group
consisted of 27 employees. During fiscal 2002 and 2001 research and development
expenses for Altra Broadband were $4.4 million, and $1.7 million, respectively.


SALES AND MARKETING

Ansoft markets and sells its products worldwide through its direct sales force.
The Company hires application engineers with significant industry experience who
can analyze the needs of its customers and gain technical insight into the
development of future products and enhancements to existing products. The
Company's application engineers work with the direct sales force to provide
on-site support during critical stages of the user's benchmark, evaluation and
implementation processes. The Company generates sales leads through customer
referrals, advertising in trade publications and on the World Wide Web. In
addition, the Company participates in industry trade shows and organizes
seminars to promote and expand the adoption of its products.

In North America, the Company maintains sales and support offices in Arizona,
California, Florida, Illinois, Massachusetts, Michigan, New Jersey, Ohio, Texas,
Wisconsin, and Pennsylvania. In Asia-Pacific, the Company maintains sales and
support offices in Japan, Korea, Singapore, Taiwan, and China. In Europe, the
Company maintains sales and support offices in England, Germany, France, Italy
and Sweden. As of April 30, 2002, the Company had a direct sales force of 51
representatives, supported by 112 employees in application engineering,
marketing and sales administration.

CUSTOMERS

The Company has significant breadth in its installed base with over 1,000
customers in the communications, semiconductor, automotive/industrial, computer,
consumer electronics and defense/aerospace industries. No single customer in the
Company's installed base accounted for more than 10% of total revenue within any
of the past three fiscal years. The following table lists a representative
sample of the Company's current worldwide end-user customers by industry.


  COMMUNICATIONS            SEMICONDUCTOR            AUTOMOTIVE/INDUSTRIAL
  --------------            -------------            ---------------------
  Motorola                  Intel                    ABB
  Ericsson                  Anam Semiconductor       Daimler Chrysler
  Andrew Corporation        Applied Materials        Cutler Hammer
  GEC-Marconi               Amkor Electronics        Delphi Packard
  Hughes                    Broadcom                 Dupont
  Italtel                   Cisco                    Eaton
  Lucent Technologies       LG                       Ford Motor
  Metawave Communications   Molex                    General Motors
  Celwave                   Rambus                   Honda
  Qualcomm                  Teradyne                 Hyundai
  Rockwell                  Texas Instruments        Nissan
  Siemens                   Triquint Semiconductor   Robert Bosch
  EMS                       Vitesse Semiconductor    Wolff Controls
  Nortel
  ST Microelectronics

  COMPUTER                  CONSUMER ELECTRONICS     DEFENSE/AEROSPACE
  --------                  --------------------     -----------------
  Fujitsu                   Daewoo Electronics       Raytheon
  Hitachi                   Kyocera                  Bell Helicopter
  Honeywell                 General Electric         Boeing
  IBM                       Matsushita               Jet Propulsion Laboratory
  NEC                       Mitsubishi               Lawrence Livermore Lab.
  Seagate                   Nikon                    Lockheed-Martin
  Tektronix                 Phillips                 Northrop Grumman
                            Sharp                    Allied Signal
                            Sony                     TRW
                            Toshiba                  US Naval Research
                                                     Laboratory


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CUSTOMER SERVICE AND SUPPORT

Ansoft offers customers annual one-year maintenance contracts that may be
purchased for 15% of the list price of the respective software product. Customer
support services include on-line and telephone support for design engineers and
on-site and in-house training on all products. Customers with maintenance
agreements receive product enhancement releases. Product upgrades that add
significant new functionality are provided for an additional fee.

We offer a variety of training programs for customers ranging from introductory
level courses to advanced training for an additional fee.

COMPETITION

The electronic design automation software market in which Ansoft competes is
intensely competitive and subject to rapid change. In general, competition comes
from major EDA vendors, many of which have a longer operating history,
significantly greater financial, technical and marketing resources, greater name
recognition and a larger installed customer base than Ansoft. These companies
also have established relationships with current and potential customers of
Ansoft. Certain Ansoft software products currently compete with certain software
offerings from Agilent Corporation. Ansoft also competes directly with certain
privately-held companies. Ansoft also competes, on a limited basis, with the
internal development groups of its existing and potential customers, many of
which design and develop customized design tools for their particular needs. In
addition, the EDA industry has become increasingly concentrated in recent years
as a result of acquisitions, and further concentration within the EDA industry
could result in increased competition for Ansoft. Increased competition could
result in price reductions, reduced margins or loss of market share, any of
which could seriously harm Ansoft's business, operating results or financial
condition. Ansoft may be unable to compete successfully against current and
future competitors, and competitive pressures faced by Ansoft could seriously
harm Ansoft's business, operating results and financial condition.

PROPRIETARY RIGHTS

Ansoft is heavily dependent on its proprietary software technology. The Company
relies on a combination of non-competition and confidentiality agreements with
its employees, license agreements, copyrights, trademarks and trade secret laws
to establish and protect proprietary rights to its technology. Ansoft does not
hold any patents. All Ansoft software is shipped with a security lock which
limits software access to authorized users. In addition, the Company does not
license or release its source code. Effective copyright and trade secret
protection of the Company's proprietary technology may be unavailable or limited
in certain foreign countries.

EMPLOYEES

As of April 30, 2002, Ansoft had a total of 346 employees, including 155 in
research and development, 163 in sales, marketing, and customer support services
and 28 in administration. None of the Company's employees is represented by a
collective bargaining agreement, nor has the Company experienced any work
stoppage. The Company considers its relations with its employees to be good.
Many of the our employees are highly skilled, and there is no assurance that the
Company will be able to attract and retain sufficient technical personnel in the
future.

RISK FACTORS

Our Future Operating Results Are Uncertain.
Ansoft has incurred net losses in each of the years in the three year period
ending April 30, 2001. During the fiscal year ended April 30, 2002, Ansoft had
net income of $1.2 million. There can be no assurance that Ansoft's revenue and
net income will grow or be sustained in future periods or that Ansoft will be
profitable in any future period. Future operating results will depend on many
factors, including the degree and the rate of growth of the markets in which
Ansoft competes and the accompanying demand for Ansoft's products, the level of
product and price competition, the ability of Ansoft to develop and market new
products and to control costs, the ability of Ansoft to expand its direct sales
force and the ability of Ansoft to attract and retain key personnel.



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Our Quarterly Operating Results Are Difficult To Predict.
We are unable to accurately forecast our future revenues primarily because of
the emerging nature of the market in which we compete. Our revenues and
operating results generally depend on the size, timing and structure of
significant licenses. These factors have historically been, and are likely to
continue to be, difficult to forecast. In addition, our current and future
expense levels are based largely on our operating plans and estimates of future
revenues and are, to an extent, fixed. We may be unable to adjust spending
sufficiently or quickly enough to compensate for any unexpected revenue
shortfall. Accordingly, any significant shortfall in revenues in relation to our
planned expenditures would seriously harm our business, financial condition and
results of operations. Such shortfalls in our revenue or operating results from
levels expected by public market analysts and investors could seriously harm the
trading price of our common stock. Additionally, we may not learn of such
revenue shortfalls, earnings shortfalls or other failure to meet market
expectations until late in a fiscal quarter, which could result in an even more
immediate and serious harm to the trading price of our common stock. Our
quarterly operating results have varied, and it is anticipated that our
quarterly operating results will vary, substantially from period to period
depending on various factors, many of which are outside our control. Due to the
foregoing factors, we cannot predict with any significant degree of certainty
our quarterly revenue and operating results. Further, we believe that
period-to-period comparisons of our operating results are not necessarily a
meaningful indication of future performance.

Our Stock Price Is Extremely Volatile.
The trading price of our common stock has fluctuated significantly in the past,
and the trading price of our common stock is likely to be highly volatile and
could be subject to wide fluctuations in price in response to such factors as:

- Actual or anticipated fluctuations in our operating results;
- Announcements of technological innovations and new products by us or our
  competitors;
- New contractual relationships with strategic partners by us or our
  competitors;
- Proposed acquisitions by us or our competitors; and
- Financial results that fail to meet public market analyst expectations of
  performance.

In addition, the stock market in general, The Nasdaq National Market and the
market for technology companies in particular has experienced extreme price and
volume fluctuations that have often been unrelated or disproportionate to the
operating performance of such companies. These broad market and industry factors
may seriously harm the market price of our common stock in future periods.

Businesses Or Assets We Acquire May Not Perform As Projected.
We have acquired or merged with a number of technologies, assets and companies
in recent years, including the following: Agilent Technologies' HFSS product
line, SIMEC GmbH, Pacific Numerix Corporation, Compact Software, Inc., the
Electronic Business Unit of MacNeal Schwendler Company and Boulder Microwave
Technologies, and as part of our efforts to increase revenue and expand our
product and services offerings we may acquire additional companies. In addition
to direct costs, acquisitions pose a number of risks, including potential
dilution of earnings per share, delays and other problems of integrating the
acquired products and employees into our business, the failure to realize
expected synergies or cost savings, the failure of acquired products to achieve
projected sales, the drain on management time for acquisition-related
activities, possible adverse effects on customer buying patterns due to
uncertainties resulting from an acquisition, and assumption of unknown
liabilities. The foregoing factors could seriously harm our business, financial
condition and results of operations.

We May Lose Competitive Advantages If Our Proprietary Rights Are Inadequately
Protected.
Ansoft's success depends, in part, upon its proprietary technology. We rely on a
combination of trade secrets, copyrights, trademarks and contractual commitments
to protect our proprietary rights in our software products. We generally enter
into confidentiality or license agreements with our employees, distributors and
customers, and limit access to and distribution of our software, documentation
and other proprietary information. Despite these precautions, a third party may
still copy or otherwise obtain and use our products or technology without
authorization, or develop similar technology independently. In addition,
effective patent, copyright and trade secret protection may be unavailable or
limited in certain foreign countries. It is possible that we may fail to
adequately protect our proprietary rights. This would seriously harm Ansoft's
business, operating results and financial condition.

We May Be Unable To Attract And Retain The Key Management And Technical
Personnel That We Need To Succeed.
Ansoft's future operating results depend in large part upon the continued
services of its key technical and management personnel. Ansoft does not have
employment contracts with any executive officer. Ansoft's future success will
also depend in large part on its ability to continue to attract and retain
highly skilled technical, marketing and management personnel. The competition
for such personnel, as well as for qualified EDA engineers, is intense. If
Ansoft is unable to attract, hire and retain qualified personnel in the


                                       7
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future, the development of new products and the management of Ansoft's
increasingly complex business would be impaired. This could seriously harm
Ansoft's business, operating results and financial condition.

We Depend On International Sales for a Significant Percentage Of Our Revenue.
International revenue, principally from Asian customers, accounted for
approximately 55% and 53% of our total revenue in the years ended April 30, 2002
and 2001, respectively. We expect that international license and service revenue
will continue to account for a significant portion of our total revenue for the
foreseeable future. Our international business activities are subject to a
variety of potential risks, including:

- The impact of recessionary environments in foreign economies;
- Longer receivables collection periods and greater difficulty in accounts
  receivable collection;
- Difficulties in staffing and managing foreign operations;
- Political and economic instability;
- Unexpected changes in regulatory requirements;
- Reduced protection of intellectual property rights in some countries; and
- Tariffs and other trade barriers.

Currency exchange fluctuations in countries in which we license our products
could also seriously harm our business, financial condition and results of
operations by resulting in pricing that is not competitive with products priced
in local currencies. Furthermore, we may not be able to continue to generally
price our products and services internationally in U.S. dollars because of
changing sovereign restrictions on importation and exportation of foreign
currencies as well as other practical considerations. In addition, the laws of
certain countries do not protect our products and intellectual property rights
to the same extent, as do the laws of the United States. Moreover, it is
possible that we may fail to sustain or increase revenue derived from
international licensing and service or that the foregoing factors will seriously
harm our future international license and service revenue, and, consequently,
seriously harm our business, financial condition and results of operations.

We Need To Successfully Manage Our Expanding Operations.
Ansoft has experienced rapid growth in recent years which has placed and could
continue to place a significant strain on its managerial and other resources.
Revenues have grown from $6.2 million in fiscal 1995 to $53.4 million in fiscal
year 2002, and the number of employees has grown from 69 in April 1996 to 346 as
of April 30, 2002. Ansoft's ability to manage growth effectively will require it
to continue to improve its operational and financial systems, hire and train new
employees and add additional space, both domestically and internationally.
Ansoft may not be successful in addressing such risks, and the failure to do so
would seriously harm Ansoft's business, financial condition and results of
operations.

We Depend On The Growth Of The Communications, Semiconductor And Electronics
Industries.
Ansoft is dependent upon the communications and semiconductor industry and, more
generally, the electronics industry. These industries are characterized by rapid
technological change, short product life cycles, fluctuations in manufacturing
capacity and pricing and gross margin pressures. Segments of these industries
have from time to time experienced significant economic downturns characterized
by decreased product demand, production over-capacity, price erosion, work
slowdowns and layoffs. Any significant downturn could be especially severe on
Ansoft. During such downturns, the number of new integrated circuit design
projects often decreases. Because acquisitions of new licenses from Ansoft are
largely dependent upon the commencement of new design projects, any slowdown in
these industries could seriously harm Ansoft's business, financial condition and
results of operations.

We Are Controlled By Our Principal Stockholders And Management Which May Limit
Your Ability To Influence Stockholder Matters.
Our executive officers, directors and principal stockholders own approximately
47% of the outstanding shares of Ansoft common stock. As a result, they have the
ability to effectively control us and direct our affairs, including the election
of directors and approval of significant corporate transactions. This
concentration of ownership also may have the effect of delaying, deferring or
preventing a change in control of our company and may make some transactions
more difficult or impossible without the support of these stockholders. The
interests of these stockholders may conflict with those of other stockholders.

Anti-Takeover Provisions in Ansoft's Certificate Of Incorporation, Bylaws, And
Under Delaware Law Could Prevent An Acquisition.
We have adopted a number of provisions that could have anti-takeover effects.
The Board of Directors has the authority to issue up to 1,000,000 shares of
Preferred Stock without any further vote or action by Ansoft's stockholders.
This and other provisions of Ansoft's Certificate of Incorporation, Bylaws and
Delaware Law may have the effect of deterring hostile takeovers or delaying or
preventing changes in control or management, including transactions in which the
stockholders of Ansoft might otherwise receive a premium for their shares over
then current market prices.



                                       8
<PAGE>

ITEM 2. PROPERTIES

Ansoft occupies approximately 28,000 square feet of space at its headquarters in
Pittsburgh, Pennsylvania under a lease expiring in 2006. The Company also leases
sales and support offices in Arizona, California, Colorado, New Jersey,
Wisconsin, Europe and Asia. Our current aggregate annual rental expenses for
these facilities is approximately $2.2 million. Ansoft believes that its
existing facilities are adequate for its current needs and that suitable
additional space will be available when needed.

ITEM 3. LEGAL PROCEEDINGS

Ansoft is not a party to any litigation and is not aware of any threatened
litigation, unasserted claims or assessments that could have a material adverse
effect on the Company's business, consolidated operating results or financial
condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable

ITEM 4.(A)        EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information concerning each of the
executive officers of the Company:

                  NAME              AGE                TITLE
                  ----              ---                -----
        Zoltan J. Cendes, Ph.D.      56  Chief Technology Officer
        Nicholas Csendes.......      58  President, and Chief Executive Officer
        Thomas Miller .........      55  Executive Vice President
        Anthony L. Ryan........      34  Chief Financial Officer

Dr. Zoltan J. Cendes is a founder of Ansoft and has served as Chairman of the
Board of Directors of the Company and its chief research scientist since its
formation in 1984. Since 1982, Dr. Cendes has been a university professor in
electrical and computer engineering at Carnegie Mellon University. Dr. Cendes
has lectured throughout North America, Europe and Asia on the topic of
electromagnetics and finite element analysis and has published over 200
publications on these topics. Dr. Cendes directs the research efforts of Ansoft.

Nicholas Csendes is a founder of Ansoft and has served as President, Chief
Executive Officer and Secretary since 1992 and a director since 1984. Mr.
Csendes was a senior investment officer with Sun Life of Canada, a major
international financial institution focusing on the sale of life insurance and
retirement products, for over 15 years. Since 1985, Mr. Csendes has been
involved with various public and private companies including a publicly-held
interactive software company.

Thomas A.N. Miller is a founder of Ansoft and has served as a director since
1984 and served as Chief Financial Officer from 1994 to May 1997. In January
2001, Mr. Miller was appointed Executive Vice President. Since 1985, Mr. Miller
has been involved with various public and private companies including a
publicly-held interactive software company.

Anthony L. Ryan joined Ansoft in 1995 as corporate controller. In May 1997, Mr.
Ryan was appointed Chief Financial Officer. From 1991 to 1995, Mr. Ryan worked
as a certified public accountant with KPMG LLP, an international accounting
firm.

Dr. Zoltan J. Cendes and Mr. Nicholas Csendes are brothers. There are no other
family relationships between the executive officers of the Company.


                                       9
<PAGE>




                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

The following table sets forth, for the periods indicated, the range of high and
low last reported sale prices for the common stock as reported on the Nasdaq
National Market.

                                                               HIGH       LOW
                                                               ----       ---
      FISCAL YEAR ENDED APRIL 30, 2003
        1st Quarter (through July 15, 2002)..............    $ 12.100   $ 5.700

      FISCAL YEAR ENDED APRIL 30, 2002
        1st Quarter......................................    $ 19.250   $ 9.080
        2nd Quarter......................................      17.800     9.030
        3rd Quarter......................................      19.200    12.950
        4th Quarter......................................      18.890    11.310

      FISCAL YEAR ENDED APRIL 30, 2001
        1st Quarter......................................    $ 16.000   $ 7.125
        2nd Quarter......................................      16.625     9.000
        3rd Quarter......................................      10.500     5.750
        4th Quarter......................................      11.688     7.500


The Company has never paid any cash dividends on its common stock. We currently
intend to retain the earnings from operations for use in the operation of its
business and do not anticipate paying cash dividends with respect to our common
stock in the foreseeable future. The payment of any future dividends will be
determined by the Board of Directors in light of the then current conditions,
including the Company's earnings and financial condition.

On July 15, 2002, the Company had 357 shareholders of record, of which certain
of the recordholders were registered clearing agencies holding common stock on
behalf of participants of such clearing agencies.


                                       10
<PAGE>




ITEM 6. SELECTED CONDENSED CONSOLIDATED FINANCIAL DATA

The selected condensed consolidated financial data should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements and related Notes thereto
appearing elsewhere herein.

<TABLE>
<CAPTION>
                                                           FISCAL YEAR ENDED APRIL 30,
                                             ----------------------------------------------------
                                              2002      2001        2000        1999        1998
                                            -------   -------     -------     -------     -------
                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                        <C>        <C>        <C>        <C>          <C>
   CONSOLIDATED STATEMENT OF OPERATIONS
   DATA
   Revenue:
   License                                  $36,683   $29,951     $22,709     $15,705     $17,577
   Service and other                         16,752    13,607      10,782       8,770       8,706
                                            -------   -------     -------     -------     -------
   Total revenue                             53,435    43,558      33,491      24,475      26,283
                                            -------   -------     -------     -------     -------
   Costs and expenses:
   Sales and marketing                       26,195    23,079      19,421      17,061      12,643
   Research and development                  13,345    11,044      10,176       8,391       7,299
   Research and development
      - Altra Broadband                       4,360     1,667          --          --          --
   General and administrative                 4,555     3,667       3,322       2,937       2,322
   Amortization                               4,709     2,430       2,512       1,691       1,495
                                            -------   -------     -------     -------     -------
   Total costs and expenses                  53,164    41,887      35,431      30,080      23,759
                                            -------   -------     -------     -------     -------
   Income (loss) from operations                271     1,671      (1,940)     (5,605)      2,524
   Other income (expense),  net               1,347    (1,608)      1,640       1,587         549
                                            -------   -------     -------     -------     -------
   Income (loss) before income taxes          1,618        63        (300)     (4,018)      3,073
   Income tax expense (benefit)                 404       908         (66)     (1,210)     (1,000)
                                            -------   -------     -------     -------     -------
   Net income (loss)                        $ 1,214   $  (845)    $  (234)    $(2,808)    $ 4,073
                                            =======   =======     =======     =======     =======
   Basic net income (loss) per share        $  0.10   $ (0.07)    $ (0.02)    $ (0.25)    $  0.42
                                            =======   =======     =======     =======     =======
   Diluted net income (loss) per share      $  0.09   $ (0.07)    $ (0.02)    $ (0.25)    $  0.39
                                            =======   =======     =======     =======     =======
   Weighted average shares outstanding -
   basic                                     11,844    11,690      11,460      11,310       9,681
   Weighted average shares outstanding -
   diluted                                   13,649    11,690      11,460      11,310      10,521
</TABLE>


<TABLE>
<CAPTION>
                                                                      APRIL 30,
                                            -----------------------------------------------------
                                              2002      2001        2000        1999        1998
                                            -------   -------     -------     -------     -------
                                                                (IN THOUSANDS)
<S>                                        <C>       <C>         <C>         <C>         <C>
   CONSOLIDATED BALANCE SHEET DATA
   Cash and cash equivalents                $ 5,269   $ 9,412     $ 2,594     $ 2,489     $20,677
   Working capital                            7,497    11,653       9,131       7,684      27,579
   Total assets                              68,224    57,973      53,610      52,630      49,180
   Long term liabilities                     10,520     9,060       9,194       7,446         416
   Total stockholders' equity                43,647    41,595      39,047      40,863      45,520
</TABLE>



Certain amounts previously reported have been reclassified to conform to the
current year's reporting format.


                                       11
<PAGE>




ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

The statements contained in this "Management's Discussion and Analysis of
Financial Condition and Results of Operations" which are not historical are
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements represent the
Company's present expectations or beliefs concerning future events. The Company
cautions that such statements are qualified by important factors that could
cause actual results to differ materially from those in the forward-looking
statements including those factors identified in "Additional Risk Factors."
Results actually achieved may differ materially from expected results included
in these statements.

OVERVIEW

Ansoft Corporation ("Ansoft" or the "Company") is a leading developer of high
performance electronic design automation ("EDA") software used in high
technology products and industries. Ansoft's software is used by electrical
engineers in the design of state of the art technology products, such as
cellular phones, internet networking, satellite communications systems, computer
chips and circuit boards, and electronic sensors and motors. Engineers use our
software to maximize product performance, design optimal product size and
materials, eliminate physical prototypes, and to reduce time-to-market.

Effective May 3, 2001, Ansoft entered into a Technology License and Transition
Agreement in which Agilent has agreed to license its High Frequency Structure
Simulator (HFSS) software product line and transfer customer obligations for
Agilent HFSS software to Ansoft. The Agilent transaction was accounted for as an
acquisition of intangible assets.

Effective July 1996, April 1997, August 1997, December 1999, and February 2001,
Ansoft acquired EBU, Compact, Boulder, Pacific Numerix, and SIMEC, respectively.
The cost of these transactions has been allocated on the basis of the estimated
fair value of the assets acquired and the liabilities assumed. The transactions
have been accounted for as purchases, and their respective financial results
have been included in the accompanying consolidated financial statements since
the date of their respective transactions.

On July 17, 2000, Ansoft announced its formation of Altra Broadband to pursue
the development of critical intellectual property and products for broadband
wireless and optical communications. The financial statements and financial
information in this Report on Form 10-K include the results of Altra Broadband.
The full impact of Altra Broadband on Ansoft's business, operating results, and
financial condition cannot be predicted at this time. However, certain
incremental expenses, primarily in research and development, are expected to be
incurred in future periods.

CRITICAL ACCOUNTING POLICIES

Ansoft's critical accounting policies are as follows:


o  Revenue Recognition
o  Valuation of Accounts Receivable
o  Impairment of Long-Lived Assets
o  Impairment of Marketable Securities Available for Sale
o  Deferred Tax Asset Valuation Allowance

Revenue Recognition

License revenues are recognized when persuasive evidence of an arrangement
exists, delivery of the product has occurred, no significant obligations remain,
the fee is fixed or determinable and collectibility is probable. Revenue earned
on software arrangements involving multiple elements is allocated to each
element based on the relative fair values of the elements. The revenue allocated
to software products is recognized after shipment of the products and
fulfillment of acceptance terms.

Postcontract customer support ("PCS") is bundled with the initial licensing fee
and is recognized together with the initial licensing fee on delivery of the
software if collectibility of the resulting receivable is probable, enhancements
are limited to bug fixes covered by warranty provisions, and the costs of
providing these services are expected to be insignificant. During the year ended
April 30, 2002, the Company changed the PCS period bundled with the initial
licensing from a one-year period to a three-month period. Revenue


                                       12
<PAGE>

related to the three-month PCS is deferred and recognized ratably over the term
of the agreement. Revenue related to all other PCS arrangements is deferred and
recognized ratably over the term of the agreement. Revenue from customer
training, support and other services is recognized as the service is performed.

Valuation of Accounts Receivable

Management reviews accounts receivable to determine which are doubtful of
collection. In making the determination of the appropriate allowance for
doubtful accounts, management considers Ansoft's history of write-offs,
relationships with its customers, and the overall credit worthiness of its
customers.

Impairment of Long-Lived Assets

The Company reviews assets for impairment whenever events or changes in
circumstances indicate that the carrying value of the assets may not be
recoverable. A determination of impairment is made based on estimates of future
cash flows. If such assets are considered to be impaired the amount of the
impairment is based on the excess of the carrying value over the fair value of
the assets.

Impairment of Marketable Securities Available for Sale

An impairment charge is recorded if a decline in the market value of any
available for sale security below cost is deemed to be other than temporary. The
impairment is charged to earnings and a new cost basis for the security is
established.

Deferred Tax Asset Valuation Allowance

Deferred tax assets are recognized for deductible temporary differences, net
operating loss carryforwards, and credit carryforwards if it is more likely than
not that the tax benefits will be realized. To the extent a deferred tax asset
cannot be recognized under the preceding criteria, a valuation allowance has
been established.

The judgments used in applying the above policies are based on management's
evaluation of the relevant facts and circumstances as of the date of the
financial statements. Actual results may differ from those estimates. See also
the "Additional Risk Factors" section of this Management's Discussion and
Analysis.


RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage of
total revenue of each item in the Company's consolidated statements of
operations:

<TABLE>
<CAPTION>
                                                  PERCENTAGE OF REVENUE
                                                FISCAL YEAR ENDED APRIL 30,
                                              -------------------------------
                                              2002         2001          2000
                                              ----         ----          ----
<S>                                          <C>          <C>           <C>
    Revenue:
      License                                   69%          69%           68%
      Service and other                         31           31            32
                                              ----         ----          ----
        Total revenue                          100          100           100
                                              ----         ----          ----
    Costs and expenses:
      Sales and marketing                       49           53            58
      Research and development                  25           25            30
      Research and development - Altra           8            4            --
    Broadband
      General and administrative                 9            8            10
      Amortization                               9            6             8
                                              ----         ----          ----
        Total costs and expenses                99           96           106
                                              ----         ----          ----
    Income (loss) from operations                1            4            (6)
    Other income (expense), net                  2           (4)            5
                                              ----         ----          ----
    Income (loss) before income taxes            3            0            (1)
    Income tax expense (benefit)                 1            2            --
                                              ----         ----          ----
    Net income (loss)                            2%          (2)%          (1)%
                                              ====         ====          ====


</TABLE>


                                       13
<PAGE>




YEAR ENDED APRIL 30, 2002 COMPARED WITH YEAR ENDED APRIL 30, 2001

Revenue. Total revenue for the year ended April 30, 2002 increased 23% to $53.4
million from $43.6 million in the previous fiscal year. License revenue
increased 22% to $36.7 million from $30.0 million. The increase is primarily
attributable to strong demand from North American and European customers.
Service and other revenue increased by 23% due to the continued growth of the
installed base of customers under annual maintenance agreements. This increase
was partially offset by a reduction in contract revenue due to the completion of
certain contracts in the previous year. Excluding contract revenue, service and
other revenue increased by 27%. The growth in the installed base of customers
under annual maintenance agreements has also resulted in the increase in
deferred revenue as of April 30, 2002.

International revenue accounted for 55% and 53% of the Company's total product
revenue in the years ended April 30, 2002 and 2001, respectively. The Company's
future international sales may be subject to additional risks associated with
international operations, including currency exchange fluctuations, tariff
regulations and requirements for export, which licenses may on occasion be
delayed or difficult to obtain.

Sales and marketing expenses. Sales and marketing expenses consist of salaries,
commissions paid to internal sales and marketing personnel and international
distributors, promotional costs and related operating expenses. Sales and
marketing expenses increased by 14% to $26.2 million in the year ended April 30,
2002, as compared to $23.1 million in the previous fiscal year. The increase is
attributable to an increase in the Company's sales levels, in addition to
increased marketing efforts such as advertising in trade publications and
participation in industry trade shows. Sales and marketing expenses represented
49% and 53% of total revenue in the years ended April 30, 2002 and 2001,
respectively. Ansoft expects that sales and marketing expenses will increase in
absolute dollars in future periods.

Research and development expenses. Research and development expenses include all
costs associated with the development of new products and enhancements to
existing products. Total research and development expenses increased by 39% to
$17.7 million in the year ended April 30, 2002, as compared to $12.7 million in
the previous fiscal year. The increase is due to the research and development
efforts of Altra Broadband and the continued research and development efforts
for Ansoft's current and future software products. Research and development
expenses represented 33% (25% excluding Altra Broadband expense) and 29% (25%
excluding Altra Broadband expense) of total revenue in the years ended April 30,
2002 and 2001, respectively. Ansoft anticipates that research and development
expenses will increase in absolute dollars in future periods as Ansoft continues
development of its existing and new software products and Altra Broadband
increases its efforts to develop critical intellectual property and products for
broadband wireless and optical communications.

General and administrative expenses. General and administrative expenses
increased by 24% to $4.6 million in the year ended April 30, 2002, as compared
to $3.7 million in the previous fiscal year. The increase is due to additional
costs required to support the increase in operations, including the hiring of
additional administrative personnel. General and administrative expenses
represented 9% and 8% of total revenue in the years ended April 30, 2002 and
2001, respectively. The Company anticipates that general and administrative
expenses will increase in absolute dollars in future periods.

Amortization expense. Amortization expense in the year ended April 30, 2002 was
$4.7 million, as compared to $2.4 million in the previous fiscal year. The
increase was due to the amortization of intangibles acquired in the SIMEC and
Agilent transactions.

Other income (expense), net. Other income (expense) for the year ended April 30,
2002 was $1.3 million, compared to $(1.6) million reported for the previous
fiscal year. The increase is due primarily to other than temporary declines in
the value of certain investments within the investment portfolio in the prior
year, partly offset by lower interest rates earned in the current period.

Income tax expense (benefit). In the years ended April 30, 2002 and 2001, the
Company recorded a tax expense of $404,000 and $908,000, respectively. The
Company has recorded research and development credit carryforwards of $337,000
as of April 30, 2002. In addition, the Company is in process of determining the
research and development credits for the years prior to fiscal 2001 that have
not been recorded. These credits, once quantified, will be available to reduce
future federal income taxes, if any, through April 30, 2022.




                                       14
<PAGE>



YEAR ENDED APRIL 30, 2001 COMPARED WITH YEAR ENDED APRIL 30, 2000

Revenue. Total revenue for the year ended April 30, 2001 increased 30% to $43.6
million from $33.5 million in the previous fiscal year. License revenue
increased 32% to $30.0 million from $22.7 million. The increase is primarily
attributable to strong demand from Asian and European customers. Service and
other revenue increased by 26% due to the continued growth of the installed base
of customers under annual maintenance agreements. This increase was partially
offset by a reduction in contract revenue due to the completion of certain
contracts in the previous year. Excluding contract revenue, service and other
revenue increased by 30%.

International revenue accounted for 53% and 48% of the Company's total product
revenue in the years ended April 30, 2001 and 2000, respectively. The Company's
future international sales may be subject to additional risks associated with
international operations, including currency exchange fluctuations, tariff
regulations and requirements for export, which licenses may on occasion be
delayed or difficult to obtain.

Sales and marketing expenses. Sales and marketing expenses increased by 19% to
$23.1 million in the year ended April 30, 2001, as compared to $19.4 million in
the previous fiscal year. The increase is attributable to an increase in the
Company's sales force as a result of the acquisitions as well as increased
marketing efforts, including advertising in trade publications and increased
participation in industry trade shows. Sales and marketing expenses represented
53% and 58% of total revenue in the years ended April 30, 2001 and 2000,
respectively. Ansoft expects that sales and marketing expenses will decrease as
a percentage of revenue although increase in absolute dollars in future periods.

Research and development expenses. Total research and development expenses
increased by 25% to $12.7 million in the year ended April 30, 2001, as compared
to $10.2 million in the previous fiscal year. The increase is primarily due to
the research and development efforts of Altra Broadband. Excluding Ansoft's
investment in Altra Broadband, research and development expenses increased 9%.
Research and development expenses represented 29% (25% excluding Altra Broadband
expense) and 30% of total revenue in the years ended April 30, 2001 and 2000,
respectively. Ansoft anticipates that research and development expenses will
increase in absolute dollars in future periods as Altra Broadband increases its
efforts to develop critical intellectual property and products for broadband
wireless and optical communications.

General and administrative expenses. General and administrative expenses
increased by 10% to $3.7 million in the year ended April 30, 2001, as compared
to $3.3 million in the previous fiscal year. The increase is due to additional
costs required to support the increase in operations, including the hiring of
additional administrative personnel. General and administrative expenses
represented 8% and 10% of total revenue in the years ended April 30, 2001 and
2000, respectively. The Company anticipates that general and administrative
expenses will increase in absolute dollars in future periods.

Amortization expense. Amortization expense was $2.4 million in the year ended
April 30, 2001, comparable to $2.5 million in the previous fiscal year.

Other income (expense), net. For the year ended April 30, 2001 other income
(expense), net was $(1.6) million, as compared to $1.6 million in the previous
fiscal year. The decrease is primarily due to realized losses on securities
transactions and other than temporary declines in value of certain investments
within the investment portfolio. Interest expense decreased from the prior year
due to lower borrowing rates.

Income tax expense (benefit). In the years ended April 30, 2001 and 2000, the
Company recorded a tax expense (benefit) of $908,000 and ($66,000),
respectively.

QUARTERLY RESULTS OF OPERATIONS

The following table presents unaudited quarterly results for each quarter of
fiscal 2002 and fiscal 2001. The information has been prepared on a basis
consistent with the Company's annual consolidated financial statements and, in
the opinion of management, contains all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the information for
such periods. The Company's quarterly results have been in the past, and may be
in the future, subject to fluctuations due to increased competition, the timing
of new product announcements, changes in pricing policies by the Company or its
competitors, market acceptance of new and enhanced versions of the Company's
products and the size and timing of significant license transactions. The
Company believes that results of operations for the interim periods are not
necessarily indicative of the results to be expected for any future period. The
Company's business has been cyclical, with revenues in the first fiscal quarter
typically lower than the fourth quarter of the preceding fiscal year.



                                       15
<PAGE>

<TABLE>
<CAPTION>
                                                      FISCAL 2002                                    FISCAL 2001

                                      APRIL 30,  JAN. 31,   OCT. 31,    JULY 31,    APRIL 30,   JAN. 31,   OCT. 31,    JULY 31,
                                        2002       2002       2001        2001        2001        2001       2000        2000
                                      --------   --------   --------    --------    --------    --------   --------    --------
                                                                 (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                   <C>        <C>        <C>         <C>         <C>         <C>        <C>         <C>
Total revenue                         $ 15,609   $ 14,065   $ 12,540    $ 11,221    $ 14,066    $ 11,122   $  9,664    $  8,706
Income (loss) from operations         $  1,308   $    548   $   (471)   $ (1,114)   $  1,702    $    973   $   (233)   $   (771)
Net income (loss)                     $  1,186   $    591   $    (65)   $   (498)   $ (1,471)   $    707   $    155    $   (236)
Basic net income (loss) per share     $   0.10   $   0.05   $  (0.01)   $  (0.04)   $  (0.13)   $   0.06   $   0.01    $  (0.02)
Diluted net income (loss) per share   $   0.09   $   0.04   $  (0.01)   $  (0.04)   $  (0.13)   $   0.06   $   0.01    $  (0.02)
Weighted average number of shares
outstanding
    - basic                             11,907     11,864     11,836      11,722      11,709      11,698     11,720      11,645
    - diluted                           13,844     13,592     11,836      11,722      11,709      12,648     13,206      11,645
</TABLE>


LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 2002, Ansoft had $5.3 million in cash and cash equivalents and
working capital of $7.5 million. Net cash provided by operating activities was
$4.4 million, $11.8 million and $2.3 million in fiscal 2002, 2001, and 2000,
respectively.

Net cash used in investing activities, consisting primarily of investments in
acquired businesses in 2002 and 2001, and purchases of marketable securities in
2000, was $11.2 million, $5.0 million, and $3.9 million in fiscal 2002, 2001,
and 2000, respectively. Capital expenditures, consisting primarily of purchases
of computer equipment, were $2.6 million, $1.7 million and $1.4 million in
fiscal 2002, 2001, and 2000, respectively. Net cash provided by financing
activities, consisting primarily of proceeds from the issuance of common stock
in 2002 and 2001, and of proceeds drawn on the line of credit in fiscal 2000,
were $3.2 million, $66,000 and $1.9 million in fiscal 2002, 2001, and 2000,
respectively. Funds used for the purchase of treasury stock were $70,000,
$970,000 and $162,000 in fiscal 2002, 2001, and 2000, respectively.

Ansoft has available a $15.0 million secured line of credit from a domestic
financial institution at an interest rate equal to LIBOR plus an applicable
margin rate. The line of credit expires on September 30, 2003, and is secured by
the marketable securities held with the institution. As of April 30, 2002, $10.0
million was the outstanding balance on the line of credit. Ansoft believes that
the available funds will be sufficient to meet its anticipated cash needs for
working capital and capital expenditures for at least the foreseeable future.
Thereafter, if cash generated from operations is insufficient to satisfy the
Company's liquidity requirements, Ansoft may seek additional funds through
equity or debt financing. There can be no assurance that additional financing
will be available or that, if available, such financing will be on terms
favorable to Ansoft.

A summary of Ansoft's significant contractual obligations and commitments is as
follows (in 000s):

                               Debt         Operating Leases     Capital Leases

Fiscal   2003                   -                 1,430                368
         2004                 10,000              1,145                368
         2005                   -                   887                112
         2006                   -                   705                 -
         2007                   -                   110                 -

Acquisitions. Effective May 3, 2001, Ansoft entered into a Technology License
and Transition Agreement in which Agilent has agreed to license its High
Frequency Structure Simulator (HFSS) software product line and transfer customer
obligations for Agilent HFSS software to Ansoft. The Agilent transaction was
accounted for as an acquisition of intangible assets.

On July 24, 1996, the Company acquired the EBU for $5.6 million in cash. On
April 9, 1997, the Company acquired all of the outstanding capital stock of
Compact for $3.0 million in cash and 1.3 million shares of the Company's common
stock. On August 11, 1997, the Company acquired Boulder by the merger of Boulder
with and into the Company, in consideration for $743,000 in cash and 108,000
shares of the Company's common stock. Effective December 23, 1999, Ansoft
acquired all of the outstanding stock of Pacific Numerix for 485,000 shares and
$607,000 in cash. Effective February 16, 2001, Ansoft acquired all of the
outstanding stock of SIMEC GmbH for 72,000 shares and $900,000 in cash. The
acquisitions were accounted for as purchase business combinations, and the
financial results of the acquired entities have been included in the
accompanying consolidated financial statements since the respective dates of the
acquisitions.


                                       16
<PAGE>

EFFECTS OF INFLATION

To date, inflation has not had a material impact on the Company's consolidated
financial results.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets.
These standards, among other things, eliminate the pooling of interests method
of accounting for future acquisitions and require that goodwill no longer be
amortized, but instead be subject to impairment testing at least annually.

Goodwill and intangible assets acquired prior to July 1, 2001 continue to be
amortized and tested for impairment in accordance with pre-SFAS No. 142
requirements until adoption of SFAS No. 142. Under the provisions of SFAS No.
142, intangible assets with definite useful lives are amortized to their
estimatable residual values over those estimated useful lives in proportion to
the economic benefits consumed. Such intangible assets remain subject to the
impairment provisions of SFAS No. 121. Intangible assets with indefinite useful
lives are tested for impairment annually in lieu of being amortized.

SFAS No. 142 must be adopted in fiscal years beginning after December 15, 2001
as of the beginning of the fiscal year (effective for the Company's fiscal year
beginning May 1, 2002). The Company's current yearly amortization of intangible
assets is approximately $4.7 million. Upon adoption of SFAS No. 142, current
yearly amortization is expected to be approximately $4.0 million. The Company
does not expect any transitional impairment loss will be required upon adoption.

In August 2001, the Financial Accounting Standards Board issued SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets. The
pronouncement is effective for the Company's fiscal year beginning May 1, 2002.
The Company does not expect this pronouncement will have a significant impact on
the consolidated financial statements.



                                       17
<PAGE>




ITEM 7.(A) QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Interest Rate Risk. The Company's exposure to market risk for changes in
interest rates relates primarily to its investment portfolio. The Company
mitigates its risk by diversifying its investments among securities and limits
the amount of credit exposure to any one issuer. The Company does not hedge any
interest rate exposures. The portfolio includes only marketable securities with
active secondary or resale markets to ensure portfolio liquidity.

The following table presents the carrying value and related weighted-average
interest rates for the Company's investment portfolio. The carrying value
approximates fair value at April 30, 2002.



<TABLE>
<CAPTION>
                                                                          APRIL 30,
                                    -----------------------------------------------------------------------------------
                                        2003       2004         2005         2006        2007      THEREAFTER     TOTAL
                                                                 (AMOUNTS IN THOUSANDS)
<S>                                  <C>         <C>          <C>          <C>         <C>         <C>          <C>
Fixed Rate Debt Securities                --     $    546          --       $ 1,067     $ 1,028     $ 1,020      $ 3,661
Average % Rate                            --         6.43%         --          6.78%       7.09%       6.78%        6.81%

Marketable Equity Securities         $18,818           --          --            --          --          --      $18,818
Average % Rate                          7.25%          --          --            --          --          --         7.25%

Variable Rate Debt                        --     $ 10,000          --            --          --          --      $10,000
Average % Rate                            --         2.49%         --            --          --          --         2.49%

</TABLE>


Foreign Currency Risk. The Company transacts business in various foreign
currencies. Accordingly, the Company is subject to exposure from adverse
movements in foreign currency exchange rates. As of April 30, 2002, the Company
had no hedging contracts outstanding. The Company assesses the need to utilize
financial instruments to hedge currency exposures on an ongoing basis.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

There has not been a change of accountants in the past 24 months nor has any
disagreement on any matter of accounting principles or practices been reported
on Form 8-K during the same period.


                                       18
<PAGE>




ITEM 8.   FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE


INDEX TO FINANCIAL STATEMENTS

                                                                         PAGE
                                                                         ----
Independent Auditors' Report                                               20

Consolidated Balance Sheets as of April 30, 2002 and 2001                  21

Consolidated Statements of Operations for the fiscal years ended
   April 30, 2002, 2001 and 2000                                           22

Consolidated Statements of Stockholders' Equity and Comprehensive
   Income for the fiscal years ended April 30, 2002, 2001 and 2000         23

Consolidated Statements of Cash Flows for the fiscal years ended
   April 30, 2002, 2001 and 2000                                           24

Notes to Consolidated Financial Statements                                 25

Financial Statement Schedule:

Schedule II - Valuation and Qualifying Accounts                            35


                                       19
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Ansoft Corporation:

We have audited the accompanying consolidated balance sheets of Ansoft
Corporation and subsidiaries as of April 30, 2002 and 2001, and the related
consolidated statements of operations, stockholders' equity and comprehensive
income and cash flows for each of the years in the three-year period ended April
30, 2002. In connection with our audits of the consolidated financial
statements, we also have audited the financial statement schedule as listed in
the accompanying index. These consolidated financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Ansoft Corporation
and subsidiaries as of April 30, 2002 and 2001, and the results of their
operations and their cash flows for each of the years in the three-year period
ended April 30, 2002, in conformity with accounting principles generally
accepted in the United States of America. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.

KPMG LLP

Pittsburgh, Pennsylvania
May 29, 2002



                                       20
<PAGE>



                       ANSOFT CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                                 April 30,      April 30,
                                                                   2002           2001
                                                                 --------       --------
<S>                                                             <C>            <C>
Assets
Current assets
Cash and cash equivalents                                        $  5,269       $  9,412
Accounts receivable, net of allowance for doubtful accounts
  of $621 and $221, respectively                                   15,044          8,209
Deferred income taxes                                                 236             84
Prepaid expenses and other assets                                   1,005          1,266
                                                                 --------       --------
Total current assets                                               21,554         18,971

Equipment and furniture                                             5,714          5,020
Marketable securities                                              22,479         22,425
Other assets                                                          367             73
Deferred taxes - non current                                        4,484          2,543
Intangible assets, net                                             13,626          8,941
                                                                 --------       --------
Total assets                                                     $ 68,224       $ 57,973
                                                                 ========       ========


Liabilities and stockholders' equity
Current liabilities
Accounts payable and accrued expenses                            $  3,292       $  2,034
Note Payable                                                        1,850           --
Deferred revenue                                                    8,915          5,284
                                                                 --------       --------
Total current liabilities
                                                                   14,057          7,318

Line of credit                                                     10,000          9,000
Other liabilities                                                     520             60
                                                                 --------       --------

Total liabilities                                                  24,577         16,378

Stockholders' equity
Preferred stock, par value $0.01 per share; 1,000 shares
   authorized, no shares outstanding                                 --             --
Common stock, par value $0.01 per share; 25,000 shares
   authorized; issued and outstanding 12,196 and
   11,960 shares, respectively                                        122            119
Additional paid-in capital                                         54,939         52,684
Treasury stock, 263 and 256 shares, respectively                   (1,671)        (1,601)
Other accumulated comprehensive income (loss)                      (1,704)          (354)
Accumulated deficit                                                (8,039)        (9,253)
                                                                 --------       --------
Total stockholders' equity                                         43,647         41,595

Total liabilities and stockholders' equity                       $ 68,224       $ 57,973
                                                                 ========       ========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       21
<PAGE>



                       ANSOFT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
    FISCAL YEAR ENDED APRIL 30,                      2002           2001           2000
    ---------------------------                    --------       --------       --------
<S>                                               <C>            <C>            <C>
Revenue:
License                                            $ 36,683       $ 29,951       $ 22,709
Service and other                                    16,752         13,607         10,782
                                                   --------       --------       --------
Total revenue                                        53,435         43,558         33,491
                                                   --------       --------       --------
Costs and expenses:
Sales and marketing                                  26,195         23,079         19,421
Research and development                             13,345         11,044         10,176
Research and development
   - Altra Broadband                                  4,360          1,667           --
General and administrative                            4,555          3,667          3,322
Amortization                                          4,709          2,430          2,512
                                                   --------       --------       --------
Total costs and expenses                             53,164         41,887         35,431
                                                   --------       --------       --------
Income (loss) from operations                           271          1,671         (1,940)
Other income (loss)                                   1,878         (1,108)         2,153
Interest expense                                       (531)          (500)          (513)
                                                   --------       --------       --------
Income (loss) before income taxes                     1,618             63           (300)
Income taxes expense (benefit)                          404            908            (66)
                                                   --------       --------       --------
Net income (loss)                                  $  1,214       $   (845)      $   (234)
                                                   ========       ========       ========
Basic net income (loss) per share                  $   0.10       $  (0.07)      $  (0.02)
                                                   ========       ========       ========
Diluted net income (loss) per share                $   0.09       $  (0.07)      $  (0.02)
                                                   ========       ========       ========
Weighted average shares outstanding - basic          11,844         11,690         11,460
Weighted average shares outstanding - diluted        13,649         11,690         11,460
</TABLE>


See accompanying notes to consolidated financial statements.



                                       22
<PAGE>


                       ANSOFT CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                                                           OTHER
                                                                   ADDITIONAL                                         ACCUMULATED
                             COMPREHENSIVE       COMMON STOCK        PAID-IN       TREASURY STOCK      ACCUMULATED   COMPREHENSIVE
                             INCOME (LOSS)     SHARES     AMOUNT     CAPITAL    SHARES       AMOUNT      DEFICIT     INCOME (LOSS)
                             -------------    ------------------   ----------  ---------------------  ------------   -------------
<S>                             <C>            <C>         <C>      <C>           <C>       <C>          <C>            <C>
Balance, April 30, 1999                        11,658      $116     $ 51,490      (283)     $(1,556)     $(8,174)       $(1,013)
Purchase of treasury stock                         --        --           --       (23)        (162)          --             --
Issuance of common stock                          122         1          466       105          587           --             --
Net loss                        $  (234)           --        --           --        --           --         (234)            --
Foreign currency
   translation                     (206)           --        --           --        --           --           --           (206)
Change in unrealized loss
   on marketable securities      (2,268)           --        --           --        --           --           --         (2,268)
                                -------
Comprehensive Income (loss)     $(2,708)           --        --           --        --           --           --             --
                                               ------      ----     --------    ------      -------      -------        -------

Balance, April 30, 2000                        11,780      $117     $ 51,956      (201)     $(1,131)     $(8,408)       $(3,487)
Purchase of treasury stock                         --        --           --      (127)        (970)          --             --
Issuance of common stock                          180         2          728        72          500           --             --
Net income                      $  (845)           --        --           --        --           --         (845)            --
Foreign currency
   translation                       15            --        --           --        --           --           --             15
Reclassification adjustment       3,583            --        --           --        --           --           --          3,583
Change in unrealized loss
   on marketable securities        (465)           --        --           --        --           --           --           (465)
                                -------
Comprehensive Income (loss)     $ 2,288            --        --           --        --           --           --             --
                                               ------      ----     --------    ------      -------      -------        -------

Balance, April 30, 2001                        11,960      $119     $ 52,684      (256)     $(1,601)     $(9,253)       $  (354)
Purchase of treasury stock                         --        --           --        (7)         (70)          --             --
Issuance of common stock                          236         3        1,335        --           --           --             --
Tax effect of stock option
   exercises                                       --        --          920        --           --           --             --
Net income                      $ 1,214            --        --           --        --           --        1,214             --
Foreign currency
   translation                     (525)           --        --           --        --           --           --           (525)
Reclassification adjustment         117            --        --           --        --           --           --            117
Change in unrealized loss
   on marketable securities        (942)           --        --           --        --           --           --           (942)
                                -------
Comprehensive Income (loss)     $  (136)           --        --           --        --           --           --             --
                                               ------      ----     --------    ------      -------      -------        -------
Balance, April 30, 2002                        12,196      $122     $ 54,939      (263)     $(1,671)     $(8,039)       $(1,704)

</TABLE>

See accompanying notes to consolidated financial statements.



                                       23
<PAGE>


                       ANSOFT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)




<TABLE>
<CAPTION>
                                                           FISCAL YEAR ENDED APRIL 30,
                                                     --------------------------------------
                                                       2002           2001           2000
                                                     --------       --------       --------
<S>                                                  <C>           <C>             <C>
Cash flows from operating activities
Net income (loss)                                    $  1,214       $   (845)      $   (234)
Adjustments to reconcile net income (loss) to
   net cash provided by operating activities
Depreciation                                            1,936          1,662          1,090
Amortization                                            4,709          2,430          2,512
Deferred taxes                                         (2,093)           611            (79)
Non cash charge on marketable securities                  117          3,629           --
Changes in assets and liabilities, net of
   effect from acquisitions                            (6,835)         2,341         (1,905)
Accounts receivable
Prepaid expenses and other assets                         261           (325)          (232)
Other long-term assets and liabilities, net               166            194            125
Accounts payable and accrued expenses                   1,258            657            324
Deferred revenue                                        3,631          1,401            655
                                                     --------       --------       --------
Net cash provided by operating activities               4,364         11,755          2,256
                                                     --------       --------       --------
Cash flows from investing activities
Purchases of equipment and furniture                   (2,630)        (1,693)        (1,416)
Investment in acquired businesses                      (7,544)        (2,025)          (724)
Purchases of marketable securities                       (996)        (1,291)        (1,716)
                                                     --------       --------       --------
Net cash used in investing activities                 (11,170)        (5,009)        (3,856)
                                                     --------       --------       --------
Cash flows from financing activities
Proceeds from (repayments of) line of credit,
   net                                                  1,000           (194)         1,748
Purchase of treasury stock                                (70)          (970)          (162)
Proceeds from the issuance of common stock, net         2,258          1,230            325
                                                     --------       --------       --------
Net cash provided by financing activities               3,188             66          1,911
                                                     --------       --------       --------
Net increase (decrease) in cash and cash
   equivalents                                         (3,618)         6,812            311
Effect of exchange rate changes                          (525)             6           (206)
Cash and cash equivalents at beginning of year          9,412          2,594          2,489
                                                     --------       --------       --------
Cash and cash equivalents at end of year             $  5,269       $  9,412       $  2,594
                                                     ========       ========       ========
Supplemental disclosures of cash flow
   information
  Cash paid for interest                             $    414       $    453       $    458
                                                     ========       ========       ========
  Cash paid for income taxes                         $    203       $    182       $      6
                                                     ========       ========       ========
</TABLE>

Non Cash Transaction
As part of the Technology License and Transition Agreement with Agilent, the
Company agreed to pay Agilent $1,850 on October 31, 2002. Such liability is
recorded as a note payable on the accompanying consolidated balance sheets as of
April 30, 2002.

Capital lease obligations of $1,013 were incurred when the company entered into
various leases for equipment.

See accompanying notes to consolidated financial statements.



                                       24
<PAGE>


                       ANSOFT CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Ansoft Corporation ("Ansoft" or the "Company") is a leading developer of
electronic design automation ("EDA") software used in high technology products
and industries. Ansoft's software is used by electrical engineers in the design
of state of the art technology products, such as cellular phones, internet
networking, satellite communications systems, computer chips and circuit boards,
and electronic sensors and motors. Engineers use our software to maximize
product performance, design optimal product size and materials, eliminate
physical prototypes, and to reduce time-to-market.

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of the
Company and its subsidiaries, from the date of inception or acquisition. All
intercompany transactions have been eliminated. Effective May 3, 2001, Ansoft
entered into a Technology License and Transition Agreement in which Agilent has
agreed to license its High Frequency Structure Simulator (HFSS) software product
line and transfer customer obligations for Agilent HFSS software to Ansoft. The
Agilent transaction was accounted for as an acquisition of intangible assets.
Effective July 1996, April 1997, August 1997, December 1999, and February 2001,
Ansoft acquired EBU, Compact, Boulder, Pacific Numerix, and SIMEC, respectively.
The cost of these transactions has been allocated on the basis of the estimated
fair value of the assets acquired and the liabilities assumed. The transactions
have been accounted for as purchases, and their respective financial results
have been included in the accompanying consolidated financial statements since
the date of their respective transactions.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses and
disclosure of contingent assets and liabilities. The estimates and assumptions
used in the accompanying financial statements are based on management's
evaluation of the relevant facts and circumstances as of the date of the
financial statements. Actual results may differ from those estimates. Estimates
which are particularly significant to the consolidated financial statements
include deferred revenue, the allowance for doubtful accounts, future cash flows
related to long-lived assets, other than temporary declines in the market value
of securities, and the deferred tax valuation allowance.

Cash Equivalents

Cash equivalents include only highly liquid debt instruments purchased with
original maturity dates of three months or less.

Marketable Securities

Marketable securities consist of corporate bonds, bond and government agency
mutual funds, and equity securities and are classified as available for sale as
of April 30, 2002 and 2001. Marketable securities available for sale are
recorded at fair market value based on quoted market prices and any unrealized
gains or losses are recorded as a separate component of stockholders' equity.
Costs of investments sold/held are determined on the average cost method. An
impairment charge is recorded if a decline in the market value of any available
for sale security below cost is deemed to be other than temporary. The
impairment is charged to earnings and a new cost basis for the security is
established. Dividend and interest income are recognized when earned.


Equipment and Furniture

Equipment and furniture are stated at cost less accumulated depreciation and
amortization. Depreciation for financial reporting purposes is computed using
the straight-line method based upon the estimated useful lives of the assets,
which range from three to


                                       25
<PAGE>

seven years. Assets acquired under capital leases and leasehold improvements are
amortized over their useful life or the lease term, as appropriate.

Intangible Assets

Intangible assets, which represents the excess of purchase price over the fair
value of the net assets acquired, consist mainly of customer lists, non-compete
agreement, established workforce, and purchased technology which are being
amortized on a straight line method based upon the estimated useful lives of the
assets, which range from three to seven years. The non-compete agreement is a
result of the Agilent transaction discussed in note 2. Purchased technology
represents acquired software which has been fully developed, achieved
technological feasibility, reached commercial viability, and is generating
revenue.

Impairment of Long-Lived Assets

Based on the provisions of Statement of Financial Accounting Standards ("SFAS")
No. 121 "Accounting for the Impairment of Long-Lived Assets to Be Disposed Of",
the Company reviews assets for impairment whenever events or changes in
circumstances indicate that the carrying value of the assets may not be
recoverable. A determination of impairment (if any) is made based on estimates
of future cash flows. If such assets are considered to be impaired, the amount
of the impairment is based on the excess of the carrying value over the fair
value of the assets. The Company has determined that there has been no
impairment to the carrying value of such assets in fiscal 2002, 2001 or 2000.

Revenue Recognition

Revenue consists primarily of fees for licenses of the Company's software
products, maintenance and customer support.

Software License Revenue. The Company recognizes revenue in accordance with
Statement of Position ("SOP") 97-2 "Software Revenue Recognition", as amended by
SOP 98-9 "Modification of SOP 97-2, Software Revenue Recognition, With Respect
to Certain Transactions." SOP 97-2, as amended, requires license revenues to be
recognized when persuasive evidence of an arrangement exists, delivery of the
product has occurred, no significant obligations remain, the fee is fixed or
determinable and collectibility is probable. SOP 97-2 requires revenue earned on
software arrangements involving multiple elements to be allocated to each
element based on the relative fair values of the elements. The revenue allocated
to software products is recognized after shipment of the products and
fulfillment of acceptance terms.

Service and Other Revenue. Postcontract customer support ("PCS") is bundled with
the initial licensing fee and is recognized together with the initial licensing
fee on delivery of the software if collectibility of the resulting receivable is
probable, enhancements are limited to bug fixes covered by warranty provisions,
and the costs of providing these services are expected to be insignificant.
During the year ended April 30, 2002, the Company changed the PCS period bundled
with the initial licensing from a one-year period to a three-month period.
Revenue related to the three-month PCS is deferred and recognized ratably over
the term of the agreement. Revenue related to all other PCS arrangements is
deferred and recognized ratably over the term of the agreement. Revenue from
customer training, support and other services is recognized as the service is
performed.

Software Development Costs

The Company accounts for software development costs in accordance with SFAS No.
86, "Accounting for the Costs of Computer Software to be Sold, Leased or
Otherwise Marketed." Software development costs are capitalized beginning when a
product's technological feasibility has been established by completion of a
working model of the product and ending when a product is available for general
release to customers. Completion of a working model of the Company's products
and general release have substantially coincided. As a result, the Company has
not capitalized any software development costs during these periods since the
amounts have not been material.

Income Taxes

The Company accounts for income taxes using the asset and liability method.
Under the asset and liability method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets are recognized for deductible
temporary differences, net operating loss carryforwards, and credit
carryforwards if it is more likely than not that the tax benefits will be
realized. To the extent a deferred tax asset cannot be recognized under the
preceding criteria, a valuation allowance has been established.


                                       26
<PAGE>

Net Income (Loss) Per Share

Basic net income (loss) per share is calculated using the weighted-average
number of common shares outstanding during the period. Diluted net income (loss)
per share is computed using the weighted-average number of common shares and
potentially dilutive common shares outstanding during the period. Potentially
dilutive common shares consist of the incremental common shares issuable upon
the exercise of employee stock options, and are computed using the treasury
stock method.

The following is a reconciliation of the numerators and denominators of the
basic and diluted EPS computations for the years presented:

<TABLE>
<CAPTION>
                                             INCOME                   PER SHARE
                                             (LOSS)        SHARES       AMOUNT
                                             -------       -------      ------
<S>                                         <C>           <C>           <C>
       FISCAL YEAR ENDED APRIL 30, 2002
      Basic net income (loss) per share      $ 1,214        11,844      $ 0.10

      Effect of dilutive securities:
         Stock options                          --           1,805       (0.01)
                                             -------       -------      ======
      Diluted net income (loss) per
      share                                  $ 1,214        13,649      $ 0.09
                                             =======       =======      ======

       FISCAL YEAR ENDED APRIL 30, 2001
      Basic net income (loss) per share      $  (845)       11,690      $(0.07)

      Effect of dilutive securities:
         Stock options                          --            --          --
                                             -------       -------      ------
      Diluted net income (loss) per
      share                                  $  (845)       11,690      $(0.07)
                                             =======       =======      ======

       FISCAL YEAR ENDED APRIL 30, 2000
      Basic net income (loss) per share      $  (234)       11,460      $(0.02)

      Effect of dilutive securities:
         Stock options                          --            --          --
                                             -------       -------      ------
      Diluted net income (loss) per
      share                                  $  (234)       11,460      $(0.02)
                                             =======       =======      ======

</TABLE>

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with the
Financial Accounting Standards Board's ("FASB") SFAS No. 123 "Accounting for
Stock-Based Compensation." This statement permits a company to choose either a
fair value based method of accounting for its stock-based compensation
arrangements or to comply with the Accounting Principles Board ("APB") Opinion
No. 25 intrinsic value based method, adding pro forma disclosures of net income
and earnings per share computed as if the fair value based method had been
applied in the financial statements. The Company has adopted SFAS No. 123 by
retaining the APB Opinion No. 25 method of accounting for stock-based
compensation with annual pro forma disclosures of net income and earnings per
share.

Comprehensive Income

Comprehensive income includes foreign currency translation gains and losses and
unrealized gains and losses on marketable securities that have been previously
excluded from net income and reflected instead in equity. The Company has
reported the components of comprehensive income, net of tax of $0 in 2002, 2001
and 2000, in its consolidated statements of stockholders' equity and
comprehensive income.

Fair Value of Financial Instruments

The carrying value and fair value of the Company's receivables, payables and
debt obligations are estimated to be substantially the same at April 30, 2002
and 2001.

Reclassification

Certain items and amounts reported in the fiscal 2001 and 2000 financial
statements have been reclassified to conform to the current year's reporting
format.


                                       27
<PAGE>


2. ACQUISITIONS AND RELATED INTANGIBLE ASSETS

On May 3, 2001, Ansoft and Agilent Technologies, Inc. entered into a Technology
License and Transition Agreement. Under the terms of the agreement, Agilent has
agreed to license its High Frequency Structure Simulator (HFSS) software product
line and transfer customer obligations for Agilent HFSS software to Ansoft in
exchange for $7,850 in cash ($6,000 as of closing and $1,850 to be paid on
October 31, 2002) and assumed liabilities of $1,544.

On July 24, 1996, the Company acquired the EBU for $5,600 in cash. On April 9,
1997, the Company acquired all of the outstanding capital stock of Compact for
$3,000 in cash and 1,273 shares of the Company's common stock. On August 11,
1997, the Company acquired Boulder by the merger of Boulder with and into the
Company, in consideration for $743 in cash and 108 shares of the Company's
common stock. Effective December 23, 1999, Ansoft acquired all of the
outstanding stock of Pacific Numerix for 485 shares and $607 in cash. Effective
February 16, 2001, Ansoft acquired all of the outstanding stock of SIMEC GmbH
for 72 shares and $900 in cash. The cost of these acquisitions has been
allocated to the assets acquired and the liabilities assumed, based on their
respective estimated fair values. The acquisitions have been accounted for as
purchases, and their respective financial results have been included in the
accompanying consolidated financial statements since the date of their
respective acquisitions.


3. EQUIPMENT AND FURNITURE

Equipment and furniture consist of the following:

<TABLE>
<CAPTION>
                                                               APRIL 30,
                                                         --------------------
                                                           2002         2001
<S>                                                     <C>          <C>
               Computers and equipment                   $11,128      $ 8,851
               Furniture and fixtures                      1,594        1,250
               Leasehold improvements                        546          537
                                                         -------      -------
                                                          13,268       10,638
               Less allowances for depreciation and
               amortization                                7,554        5,618
                                                         -------      -------
                                                         $ 5,714      $ 5,020
                                                         =======      =======
</TABLE>

4. INTANGIBLE ASSETS

Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                                          APRIL 30,
                                                     --------------------
                                                      2002         2001
                                                     -------      -------
<S>                                                     <C>          <C>
               Customer list                         $18,488      $11,806
               Non-compete                             2,500         --
               Established work force                  2,106        2,106
               Purchased technology                    2,230        2,230
               Trademark                                 212         --
               Goodwill                                1,334        1,334
                                                     -------      -------
                                                      26,870       17,476
               Less allowances for amortization       13,244        8,535
                                                     -------      -------
                                                     $13,626      $ 8,941
                                                     =======      =======
</TABLE>

5. MARKETABLE SECURITIES

Marketable securities, classified as available for sale, are summarized as
follows:

<Table>
<Caption>
                                             AMORTIZED   UNREALIZED    UNREALIZED     MARKET
                                               COST         GAIN         (LOSS)        VALUE
                                             ---------   ----------    ----------     ------
<S>                                           <C>         <C>           <C>          <C>
             April 30, 2002
               Mutual Funds                   $19,938      $   177      $(1,297)      $18,818
               Corporate Bonds                  3,500          161         --           3,661
                                              -------      -------      -------       -------
             Total marketable securities      $23,438      $   338      $(1,297)      $22,479

             April 30, 2001
               Mutual Funds                   $18,806      $    65      $  (125)      $18,746
               Corporate Bonds                  3,734            2      $   (76)        3,660
               Equity Securities                   19         --           --              19
                                              -------      -------      -------       -------
             Total marketable securities      $22,559      $    67      $  (201)      $22,425

</TABLE>



                                       28
<PAGE>



The carrying values of fixed rate debt securities as of April 30, 2002, by
maturity, is shown below:

              Due in one to five years             $ 2,641
              Due in five to ten years               1,020
                                                   -------
                                                   $ 3,661
                                                   =======

Gross realized losses were $117, $3,629 and $0 in fiscal year 2002, 2001 and
2000, respectively. Gross realized gains were $0, $46 and $0 in fiscal year
2002, 2001 and 2000, respectively. Cash proceeds from the sale of securities
were $0, $351, and $0 in 2002, 2001, and 2000, respectively. In the fourth
quarter of fiscal 2001, the Company recorded impairment write-downs of $3,076
reflecting the Company's assessment of other than temporary decline in the value
of certain marketable equity securities. Other than temporary impairment is a
judgment based on information that develops over a period of time. While the
impairment recognized is based on all of the information available at the time
of the assessment, other information or economic developments in the future may
lead to further impairment.


6. LINE OF CREDIT

The Company has available a $15,000 secured line of credit from a domestic
financial institution at an interest rate equal to LIBOR plus an applicable
margin rate. The line of credit expires on September 30, 2003 and is secured by
the marketable securities held with the institution. As of April 30, 2002,
$10,000 was the outstanding balance on the line of credit and the weighted
average interest rate was 2.49%. The Company was in compliance with all
financial covenants as of April 30, 2002 and 2001.


7. LEASES

The Company leases its corporate headquarters in Pittsburgh, Pennsylvania, and
other facilities under operating lease agreements which expire over the next six
years. Rental expense incurred by the Company under operating lease agreements
totaled $2,209, $1,811 and $1,525 for the years ended April 30, 2002, 2001 and
2000, respectively. The future minimum lease payments for such operating leases
as of April 30, 2002, are:

                YEAR ENDING APRIL 30,
                ---------------------
                    2003                $ 1,430
                    2004                  1,145
                    2005                    887
                    2006                    705
                    2007                    110
                                        -------
                                        $ 4,277
                                        =======

The Company entered into certain capital leases for computers and equipment
during the current year. The equipment capitalized under these leases had a cost
of approximately $1,013. The leases require monthly payments of $31 and are at
interest rates ranging from 5.36% to 5.99%.

The future minimum capital lease payments as of April 30, 2002 are:


                YEAR ENDING APRIL 30,
                ---------------------
                    2003                                     $  368
                    2004                                        368
                    2005                                        112
                                                             ------
                    Total minimum payments                      848
                    Less amount representing interest            90
                                                             ------
                    Present value of minimum capital lease
                      payments                                  758
                    Less current installations of
                      obligations                               238
                                                             ------
                    Obligations under capital leases,
                    non-current                              $  520
                                                             ======


                                       29
<PAGE>

8. COMMON STOCK OPTIONS

The Company's 1988 Stock Option Plan (1988 Plan) authorizes the issuance of 850
shares of common stock for the grant of incentive or nonstatutory stock options
to employees and directors. Under the terms of the 1988 Plan, options to
purchase common stock are granted at no less than the stock's estimated fair
market value at the date of the grant and may be exercised during specified
future periods as determined by the Board of Directors. The 1988 Plan provides
that the options shall expire no more than ten years after the date of the
grant.

The Company's 1995 Stock Option Plan (1995 Plan) authorizes the issuance of
3,500 shares of common stock for the grant of incentive or nonstatutory stock
options to employees and directors. Under the terms of the 1995 Plan, options to
purchase common stock are granted at no less than the stock's estimated fair
market value at the date of the grant and may be exercised during specified
future periods as determined by the Board of Directors. The 1995 Plan provides
that the options shall expire no more than ten years after the date of the
grant.

Shares underlying outstanding options under the 1988 Plan and the 1995 Plan are
as follows:

<TABLE>
<CAPTION>
                                                 SHARES UNDERLYING
                                                OUTSTANDING OPTIONS
                                            ------------------------------
                                            SHARES               PRICE
                                            ------               -----
<S>                                        <C>              <C>
         Outstanding, April 30, 1999         2,073            $1.14--$6.00
           Granted                             621          $5.50--$7.3125
           Exercised                          (113)           $1.14--$5.38
           Canceled                           (126)         $2.00--$7.3125
                                            ------          --------------
         Outstanding, April 30, 2000         2,455          $1.75--$7.3125
           Granted                             430           $6.125--$9.75
           Exercised                          (180)          $1.75--$7.313
           Canceled                            (83)           $5.00--$9.75
                                            ------          --------------
         Outstanding, April 30, 2001         2,622            $1.75--$9.75
           Granted                           1,291           $9.03--$13.55
           Exercised                          (219)           $1.75--$9.75
           Canceled                            (57)           $5.00--$9.75
                                            ------          --------------
         Outstanding, April 30, 2002         3,637           $1.75--$13.55
                                            ======
</TABLE>

Options to purchase 1,671 shares of common stock were exercisable as of April
30, 2002 and options to purchase 640 shares of common stock were available for
future grant as of April 30, 2002.

As permitted under SFAS No. 123, the Company has elected to follow APB No. 25,
and related interpretations, in accounting for stock-based awards to employees.
Under APB No. 25, because the exercise price of the Company's employee stock
options equals the market price of the underlying stock on the date of grant, no
compensation expense has been recognized in the Company's consolidated financial
statements during fiscal 2002, 2001 or 2000.

Pro forma information regarding net income and earnings (loss) per share is
required by SFAS No. 123. This information is required to be determined as if
the Company had accounted for its employee stock options (including shares
issued under the Stock Purchase Plan, collectively called "options") granted
subsequent to April 30, 1995 under the fair value method prescribed by SFAS No.
123. The fair value of options granted in fiscal years 2002, 2001 or 2000 has
been estimated at the date of grant using a Black-Scholes option pricing model
with the following weighted average assumptions:

<TABLE>
<CAPTION>
                                             FISCAL YEAR ENDED APRIL 30,
                                           ------------------------------
                                            2002         2001        2000
                                           -----        -----       -----
<S>                                       <C>          <C>         <C>
           Risk-free rate (%)               4.00         5.44        5.50
           Volatility (%)                  75.55        88.96       30.00
           Expected life (in years)         9.90         9.51        8.50
           Dividend yield (%)               0.00         0.00        0.00
</TABLE>


The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions, including the expected stock price volatility. Because
the Company's options have characteristics significantly different from those of
traded options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in the opinion of management, the
existing models do not necessarily provide a reliable single measure of the fair
value of its options. However, based solely on this analysis, the weighted
average estimated fair value of employee stock options granted during 2002, 2001
or 2000 was $8.70, $7.62 and $3.02 per share, respectively.

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The Company's pro
forma information follows (unaudited):

<TABLE>
<CAPTION>
                                                                      FISCAL YEAR ENDED APRIL 30,
                                                                     ----------------------------
                                                                     2002        2001        2000
                                                                     ----        ----        ----

<S>                                                                 <C>        <C>         <C>
          Pro forma net income (loss)                               $ (859)    $(1,915)    $(1,590)

          Pro forma net income (loss) per diluted common share      $(0.07)    $ (0.16)    $ (0.14)
</TABLE>


                                       30
<PAGE>


Because the Company anticipates making additional grants and options vest over
several years, the effects on pro forma disclosures of applying SFAS No. 123 are
not likely to be representative of the effects on pro forma disclosures of
future years.

The following table summarizes information about stock options outstanding as of
April 30, 2002:


<TABLE>
<CAPTION>
                                     OPTIONS OUTSTANDING                  OPTIONS EXERCISABLE
                          ----------------------------------------    --------------------------
                                           WEIGHTED-
                            NUMBER          AVERAGE      WEIGHTED-       NUMBER        WEIGHTED-
         RANGE OF         OUTSTANDING      REMAINING      AVERAGE      EXERCISABLE      AVERAGE
         EXERCISE         AT APRIL 30,    CONTRACTUAL    EXERCISE     AT APRIL 30,     EXERCISE
          PRICES              2002           LIFE          PRICE          2002           PRICE
       --------------     ------------    -----------    ---------    ------------     ---------
<S>                         <C>           <C>           <C>             <C>           <C>
        $1.75--$2.00           251           2.2           $1.84           251           $1.84
        $3.50--$5.13         1,223           5.4           $5.05           928           $5.02
         $5.50-$8.25           667           7.4           $6.39           355           $6.40
         $8.31-$9.75           946           9.0           $9.09           137           $9.16
       $12.95-$13.55           550           9.6          $12.98             0
</TABLE>


9. EXPORT SALES, MAJOR CUSTOMERS AND CREDIT RISK

Export sales, principally to Asia, accounted for 55%, 53% and 48% of total
product revenue in 2002, 2001 and 2000, respectively. Included in export sales
to Asia were sales to Japan, which accounted for approximately 18%, 21% and 17%
of total revenue in fiscal 2002, 2001 and 2000, respectively. No other foreign
country accounted for more than 10% of total revenue during these periods.

The Company markets its software products to customers throughout the world
directly and generally does not require collateral. However, letters of credit
are obtained from certain international customers prior to shipment. The Company
performs ongoing credit evaluations of its customers and maintains an allowance
for potential credit losses. The Company believes that it has adequately
provided for credit losses.

10. INCOME TAX

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
                                                           APRIL 30,
                                              -----------------------------------
                                               2002          2001          2000
                                              -------       -------       -------
<S>                                           <C>          <C>           <C>
             Current:
               Federal                        $ 1,611       $   373       $    13
               State                              886           (76)         --
                                              -------       -------       -------
                  Total                         2,497           297            13
             Deferred:
               Federal                         (1,508)          517           (70)
               State                             (585)           94            (9)
                                              -------       -------       -------
                  Total                        (2,093)          611           (79)
                                              -------       -------       -------

             Total expense (benefit) for
               income tax                     $   404       $   908       $   (66)
                                              =======       =======       =======
</TABLE>

The Company's actual income tax expense (benefit) differs from the expected
income tax expense (benefit) computed by applying the statutory federal rate to
income before income taxes as a result of the following:

<TABLE>
<CAPTION>
                                                                           APRIL 30,
                                                                -----------------------------
                                                                2002        2001         2000
                                                                -----       -----       -----
<S>                                                             <C>         <C>         <C>
              Income tax expense (benefit) at statutory rate    $ 549       $  21       $(102)
              State income tax, net of federal offset             199          12          (6)
              Research and development credit                    (505)       (250)       --
              Change in valuation allowance                        40         989         (18)
              Intangible Amortization                             210        --          --
              Other, net                                          (89)        136          60
                                                                -----       -----       -----
              Actual income tax expense (benefit)               $ 404       $ 908       $ (66)
                                                                =====       =====       =====

</TABLE>


                                       31
<PAGE>

The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities are presented below:

<TABLE>
<CAPTION>
                                                                          APRIL 30,
                                                                    ---------------------
                                                                     2002          2001
                                                                    -------       -------
<S>                                                                <C>            <C>
              Deferred tax assets:
              Net operating loss carryforward                       $   717       $ 1,275
              Allowance for doubtful accounts                           236            84
              Alternative minimum tax credit carryforward               906           247
              Research and development tax credit carryforward          337           250
              Intangible Assets                                       2,608         1,044
              Net unrealized losses on available for sale
                 securities                                           1,786         1,273
                                                                    -------       -------
              Total gross deferred tax assets                         6,590         4,173
              Less valuation allowance                               (1,393)       (1,025)
                                                                    -------       -------
              Net deferred tax assets                                 5,197         3,148
              Deferred tax liabilities:
              Furniture and equipment                                  (477)         (521)
                                                                    -------       -------
              Total gross deferred tax liability                       (477)         (521)
                                                                    -------       -------
              Net deferred taxes                                      4,720         2,627
                                                                    =======       =======
</TABLE>

The valuation allowance for deferred tax assets as of May 1, 2001 and 2000 was
$1,025 and $1,130, respectively. The net change in the total valuation allowance
for the years ended April 30, 2002 and April 30, 2001 was an increase of $368
and a decrease of $105, respectively. A change in the valuation allowance of
$328 was recorded in accumulated other comprehensive income relating to
marketable securities for the year ended April 30, 2002. Management evaluates
the recoverability of the deferred tax assets and the level of the valuation
allowance on a quarterly basis. In assessing the realizability of the deferred
tax assets, management considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future
taxable income during the periods in which those temporary differences become
deductible. Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income, and tax planning strategies in
making this assessment.

As of April 30, 2002, the Company had net foreign operating loss carryforwards
of $2,110, which are available to offset future foreign taxable income through
April 30, 2007. The Company also has alternative minimum tax credit
carryforwards of $906 which are available to reduce future federal income taxes,
if any, over an indefinite period. The Company has research and development
credit carryforwards of $337 as of April 30, 2002. In addition, the Company is
in process of determining the extent of available research and development
credits for the years prior to fiscal 2001 that have not been recorded. These
credits, once quantified, will be available to reduce future federal income
taxes, if any, through April 30, 2022.

11. EMPLOYEE BENEFIT PLAN

The Company has a 401(k) savings and retirement plan which covers its full-time
employees who have attained the age of 21 and have completed six months of
service. Eligible employees make voluntary contributions to the plan up to 15%
of their annual compensation. The Company is not required to contribute, nor has
it contributed, to the 401(k) plan.

12. COMMITMENTS AND CONTINGENCIES

The Company is not a party to any litigation and is not aware of any threatened
litigation, unasserted claims or assessments that could have a material adverse
effect on the Company's business, consolidated operating results or consolidated
financial condition.

13. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

A summary of quarterly financial information follows:

<TABLE>
<CAPTION>
                                                      FISCAL 2002                                 FISCAL 2001

                                      APRIL 30,  JAN. 31,   OCT. 31,    JULY 31,    APRIL 30,   JAN. 31,   OCT. 31,    JULY 31,
                                        2002       2002       2001        2001        2001        2001       2000        2000
                                      --------   --------   --------    --------    --------    --------   --------    --------
                                                              (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                   <C>        <C>        <C>         <C>         <C>         <C>        <C>         <C>
Total revenue                         $ 15,609   $ 14,065   $ 12,540    $ 11,221    $ 14,066    $ 11,122   $  9,664    $  8,706
Income (loss) from operations         $  1,308   $    548   $   (471)   $ (1,114)   $  1,702    $    973   $   (233)   $   (771)
Net income (loss)                     $  1,186   $    591   $    (65)   $   (498)   $ (1,471)   $    707   $    155    $   (236)
Basic net income (loss) per share     $   0.10   $   0.05   $  (0.01)   $  (0.04)   $  (0.13)   $   0.06   $   0.01    $  (0.02)
Diluted net income (loss) per share   $   0.09   $   0.04   $  (0.01)   $  (0.04)   $  (0.13)   $   0.06   $   0.01    $  (0.02)
Weighted average number of shares
outstanding                             11,907     11,864     11,836      11,722      11,709      11,698     11,720      11,645
    - basic
    - diluted                           13,844     13,592     11,836      11,722      11,709      12,648     13,206      11,645
</Table>


                                       32
<PAGE>

PART IV

ITEM 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Documents filed as part of this report:

1. Financial statements. The following consolidated financial statements are
filed as part of this Annual Report on Form 10-K.

<TABLE>
<CAPTION>
                                                                                                           PAGE
                                                                                                           ----
<S>                                                                                                        <C>
    Independent Auditors' Report                                                                            20
    Consolidated Balance Sheets as of April 30, 2002 and 2001                                               21
    Consolidated Statements of Operations for the years ended April 30, 2002, 2001 and 2000                 22
    Consolidated Statements of Stockholders' Equity and Comprehensive Income for the years ended
         April 30, 2002, 2001 and 2000                                                                      23
    Consolidated Statements of Cash Flows for the years ended April 30, 2002, 2001 and 2000                 24
    Notes to Consolidated Financial Statements                                                              25
</TABLE>

2. Financial Statement Schedule:

Schedule II--Valuation and Qualifying Accounts for each of the years in the
three-year period ended April 30, 2002


FINANCIAL STATEMENT SCHEDULES NOT LISTED ABOVE HAVE BEEN OMITTED BECAUSE THEY
ARE INAPPLICABLE, ARE NOT REQUIRED UNDER APPLICABLE PROVISIONS OF REGULATION
S-X, OR THE INFORMATION THAT WOULD OTHERWISE BE INCLUDED IN SUCH SCHEDULES IS
CONTAINED IN THE REGISTRANT'S FINANCIAL STATEMENTS OR ACCOMPANYING NOTES.

2. Exhibits. The Exhibits listed below are filed or incorporated by reference as
part of this Annual Report on Form 10-K.

         EXHIBIT
         NUMBER                              DESCRIPTION
         -------    ------------------------------------------------------------
            3.1     Amended and Restated Certificate of Incorporation of the
                    Company (incorporated by reference from Registration
                    Statement No. 333-40189)

            3.2     Certificate of Amendment to the Company's Amended and
                    Restated Certificate of Incorporation (incorporated by
                    reference from Registration Statement No. 333-40189)

            3.3     Bylaws of the Company (incorporated by reference from
                    Registration Statement No. 333-1398).

            10.1    1988 Stock Option Plan of the Company (incorporated by
                    reference from Registration Statement No. 333-1398).

            10.2    1995 Stock Option Plan of the Company (incorporated by
                    reference from Registration Statement No. 333-1398).

            10.3    Zoltan Cendes Stock Option Agreement, dated April 30, 1995
                    (incorporated by reference from Registration Statement No.
                    333-1398).

            10.4    Office Lease Agreement between Commerce Court Associates and
                    the Company dated June 7, 1989 (incorporated by reference
                    from Registration Statement No. 333-1398).

            10.5    Amendment No. 1 to Office Lease Agreement between Commerce
                    Court Associates and the Company dated March 17, 1994
                    (incorporated by reference from Registration Statement No.
                    333-1398).

            10.10   Jacob K. White Stock Option Agreement dated February 1,
                    1996, as amended (incorporated by reference from
                    Registration Statement No. 333-40189)

            10.11   John N. Whelihan Stock Option Agreement dated February 1,
                    1996, as amended. (incorporated by reference from
                    Registration Statement No. 333-40189)

            21.1    Subsidiaries of the registrant (incorporated by reference
                    from the Company's Annual Report on Form 10-K for the fiscal
                    year ended April 30, 1997).

*Filed herewith

(b) No reports on Form 8-K were filed during the last quarter of fiscal 2002.




                                       33
<PAGE>





                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on July 19, 2002

                                        ANSOFT CORPORATION

                                        By  /s/ Nicholas Csendes
                                            -------------------------------
                                        Nicholas Csendes
                                        President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on July 19, 2002.


                     SIGNATURE                          TITLE
                     ---------                          -----

            /s/ Nicholas Csendes          Director, President and Chief
            ----------------------------- Executive Officer (Principal
            Nicholas Csendes              Executive Officer)


            /s/ Zoltan J. Cendes          Director, Chief Technology Officer
            ----------------------------- and Chairman of the
            Zoltan J. Cendes              Board of Directors


            /s/ Thomas A.N. Miller        Director
            -----------------------------
            Thomas A.N. Miller


            /s/ Peter Robbins             Director
            -----------------------------
            Peter Robbins


            /s/ Ulrich L. Rohde           Director
            -----------------------------
            Ulrich L. Rohde


            /s/ John N. Whelihan          Director
            -----------------------------
            John N. Whelihan


            /s/ Jacob White               Director
            -----------------------------
            Jacob White


            /s/ Anthony L. Ryan           Chief Financial Officer (Principal
            ----------------------------- Financial and Accounting Officer)
            Anthony L. Ryan


                                       34
<PAGE>



                  Schedule II-Valuation and Qualifying Accounts
                                 (In thousands)


<TABLE>
<CAPTION>
                            Balance as of        Additions                    Balance as of
                            the Beginning     Charged to Costs                  the End of
                            of the Period       and Expenses    Deductions      the Period
                            -------------      -------------    ----------      -----------
<S>                           <C>                 <C>            <C>              <C>
Year ended April 30, 2002
  Allowance for doubtful
      accounts                   221                688           (288)             621
Year ended April 30, 2001
  Allowance for doubtful
      accounts                   221                 86            (86)             221
Year ended April 30, 2000
  Allowance for doubtful
      accounts                   175                 46             --              221
</TABLE>


                                       35