<PAGE>   1
                                  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, 2001 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 August 7, 2001, 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 $108,247,699.

The number of shares of the registrant's common stock outstanding as of the
close of business on August 7, 2001 was 12,090,182.

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 2001 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>   2



                                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                        15
         8.       Financial Statements and Financial Statement Schedule                            17

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 Schedules                                       31

Signatures                                                                                         32
</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 a 3D structure electromagnetic field simulator for high frequency,
     RF and wireless design needs. 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.

     Ensemble is a Method of Moments (MoM) simulation software package for the
     design and simulation of RF and wireless circuit and planar antennas for
     customers in the communications markets. MoM lends itself well to layered
     media such as PCB, MMIC, and planar antenna structures. Ensemble allows
     designers to utilize the power of full wave planar simulation by offering
     an easy-to-use interface, advanced simulation features, and integration
     with other products in the Serenade Design Environment.

     Harmonica is a linear and nonlinear circuit simulator. Harmonica offers
     full linear and nonlinear analysis features, including integrated schematic
     capture, tuning, optimization, statistical analysis, and design centering
     (yield optimization). Libraries of commercial components feature over
     100,000 active and passive devices, allowing easy access to standard
     transistors, diodes, resistors, capacitors, and inductors from major
     manufacturers. In addition, utilities are included to speed the process of
     transmission line design, matching network extraction, and filter synthesis
     for both lumped and distributed designs.

     Symphony is a wireless and wired system simulator. Symphony adds efficient
     analog, digital, and mixed-mode (analog and digital) system analysis
     capabilities to the environment. Users can quickly construct a system by
     including blocks from libraries of built-in analog RF and digital signal
     processing (DSP) components. Trade-offs between different design approaches
     can be rapidly investigated at an early stage to reduce design cycle time
     and avoid costly redesigns due to RF and DSP system interactions.

     AnsoftLinks links your designs directly to our computational analysis
     tools. This capability is available for either HP EEsof Series IV, Cadence
     Allegro, or Xynetix Encore BGA technologies. HP EEsof Series IV
     high-frequency circuit designs can be directly translated into Ansoft's
     design environment. Designs are automatically converted into Serenade
     projects using IFF files and a specialized neutral format. Linear and
     nonlinear translations are fully supported.



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Ansoft's Signal Integrity Software

     Maxwell Eminence combines the functionality of the Company's high frequency
     and signal integrity products to enable designers of wireless communication
     systems to design RF components and sub-systems and to evaluate the
     interaction between the digital and RF portions of communications systems.
     This product allows system designers to model critical path PCB emissions,
     evaluate component level electromagnetic interference and to study
     shielding effectiveness enabling them to design for FCC and other
     regulatory guidelines proactively.

     Spicelink (SI 2D and SI 3D) is a 2D or 3D structure electromagnetic field
     simulator. SI 2D is a suite of tools which extracts the electrical circuit
     model of either 2D or 3D interconnect and performs a SPICE simulation for
     signal integrity analysis. This suite has been compiled to increase the
     productivity of engineers involved in the physical design of interconnects
     for high speed digital applications.

     Turbo Package Analyzer (TPA) allows engineers to determine performance and
     compatibility before a design is committed to fabrication. TPA fully
     characterizes an entire package structure with minimal preparation of the
     design artwork. TPA automatically produces accurate, frequency-dependent
     RLCG (resistance, inductance, capacitance, and conductance) values for any
     lead or any coupled group of leads. The RLCG outputs can be in matrix
     format or in SPICE sub-circuit format.

     PCB/MCM Signal Integrity. The automated 3-D modelling capability of PCB/MCM
     Signal Integrity allows parasitic extraction and signal integrity analysis
     of PCBs and MCMs with non-ideal ground planes. The program never forces the
     use of an "ideal ground" representation of an actual ground structure.

     PCB Mechanical. This suite of tools incorporates Thermal, Fatigue, Hybrid
     Thermal. Our PCB Mechanical tools help engineers and PCB designers find
     fast and accurate 3D solutions to design problems including component
     overheating, component placement, board and component heatsink selection,
     component package selection, and material selection.

Ansoft's Low Frequency Software

     Maxwell 3DFS is a 3D structure electromagnetic field simulator. Maxwell
     3DFS uses electromagnetic field simulation to accurately predict product
     performance from physical design information. Using technology specifically
     designed for electromagnetic analysis, the Maxwell 3DFS allows designers to
     experiment with various three dimensional geometries, materials and
     excitation levels to shorten design cycles while saving prototyping
     dollars.

     Maxwell 2DFS is a 2D structure electromagnetic field simulator. Maxwell
     2DFS is a comprehensive, easy-to-use software tool for design problems
     requiring an accurate, two-dimensional representation of the electric or
     magnetic field behavior. Maxwell 2DFS quickly obtains critical device
     parameters such as force, torque, induction and saturation effects from the
     physical design information. The integrated parametric analysis module
     automatically evaluates change in geometry, material and electrical
     parameters allowing all design options to be thoroughly explored within a
     single simulation.

     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.

     EMSS is an electromechanical system simulator. EMSS is a single integrated
     solution for analyzing the interaction of currents, voltages, and
     mechanical loads and motion within an electromechanical device. This system
     engineering environment provides fundamental analytical understanding and
     accurately predicts the performance and interactions of control system
     components and subsystems using your desktop computer. Electric machines,
     sensors, transformers, and actuators are a few of the many devices that may
     be simulated with EMSS. This virtual prototype of the complete system
     behavior dramatically reduces costs and shortens the design cycle.


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     Maxwell Designer Series. This suite of tools includes PEmag, a 2D power
     electronics parameter simulator; RMxprt, a specialized tool for the
     analysis and design of rotating electric machines; and EMpulse, a
     time-domain analysis software package that solves the coupled nonlinear
     electromagnetic field, circuit, and motion problem using a time-step finite
     element approach.

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, basis evaluation state-space techniques
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 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, 2001, the Company's research and development group consisted of
111 employees. The Company seeks to hire experts in the fields of
electromagnetic engineering, high-speed circuit simulation, broadband
communication, applied mathematics and software development. During fiscal 2001,
2000 and 1999, total research and development expenses were $12.7 million, $10.2
million and $8.4 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. During fiscal 2001, research and
development expenses for Altra Broadband were $1.7 million.


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 direct 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, 2001, the Company had a direct sales force of
41 representatives, supported by 107 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.


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 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


CUSTOMER SERVICE AND SUPPORT

Ansoft offers customers annual one-year maintenance contracts that may be
purchased for 12% 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 without additional charge.
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. Ansoft's software products currently compete with certain software
offerings from Agilent Corporation. Ansoft also competes directly with certain
major EDA vendors and privately-held companies which also provide competing
products. 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.



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Compact Software(R), Maxwell(R), Harmonica(R), Ensemble(R), ParICs(R), and
Serenade(R), are registered United States trademarks of Ansoft.


EMPLOYEES

As of April 30, 2001, Ansoft had a total of 283 employees, including 111 in
research and development, 148 in sales, marketing, and customer support services
and 24 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.

ADDITIONAL RISK FACTORS

Our Future Operating Results Are Uncertain.

Ansoft has incurred net losses in fiscal 2001, 2000, 1999, and 1997. 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.

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 We Acquire May Not Perform As Projected.

We have acquired or merged with a number of companies in recent years, including
the acquisitions of: SIMEC Corporation, 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



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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 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 53% and 48% of our total revenue in the years ended April 30, 2001
and 2000, 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 $43.6 million in fiscal
year 2001, and the number of employees has grown from 69 in April 1996 to 283 as
of April 30, 2001. 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.



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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. While these industries have experienced an extended
period of significant economic growth over the past few years, such economic
growth may not continue, and if it does not, any 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
49% 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.


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 $1.8 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.      55    Chief Technology Officer
     Nicholas Csendes.......      57    President, and Chief Executive Officer
     Thomas Miller .........      54    Executive Vice President
     Anthony L. Ryan........      33    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 100
publications on these topics. Dr. Cendes directs the research efforts of Ansoft.



                                       9
<PAGE>   11

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.

                                     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.

<TABLE>
<CAPTION>
                                                         HIGH       LOW
                                                         ----       ---
<S>                                                   <C>        <C>
FISCAL YEAR ENDED APRIL 30, 2002
  1st Quarter .....................................    $19.250    $9.010

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

FISCAL YEAR ENDED APRIL 30, 2000
  1st Quarter......................................    $10.000    $5.625
  2nd Quarter......................................      9.000     5.500
  3rd Quarter......................................      8.125     5.500
  4th Quarter......................................     13.938     6.563
</TABLE>



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 17, 2001, the Company had approximately 361 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>   12



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,
                                          ---------------------------------------------------
                                           2001      2000        1999        1998      1997
                                         --------  --------    --------    --------   -------
                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                     <C>       <C>         <C>         <C>        <C>
CONSOLIDATED STATEMENT OF OPERATIONS
DATA
Revenue:
License                                  $29,951   $22,709     $15,705     $17,577    $10,516
Service and other                         13,607    10,782       8,770       8,706      3,672
                                         -------   -------     -------     -------    -------
Total revenue                             43,558    33,491      24,475      26,283     14,188
                                         -------   -------     -------     -------    -------
Costs and expenses:
Sales and marketing                       23,079    19,421      17,061      12,643      7,939
Research and development                  11,044    10,176       8,391       7,299      2,993
Research and development
   - Altra Broadband                       1,667        --          --          --         --
General and administrative                 3,667     3,322       2,937       2,322      1,647
Amortization                               2,430     2,512       1,691       1,495        407
Acquired in process research and
development                                   --        --          --          --      8,754
                                         -------   -------     -------     -------    -------
Total costs and expenses                  41,887    35,431      30,080      23,759     21,740
                                         -------   -------     -------     -------     ------
Income (loss) from operations              1,671    (1,940)     (5,605)      2,524     (7,552)
Other income (expense),  net              (1,608)    1,640       1,587         549        682
                                         -------   -------     -------     -------    -------
Income (loss) before income taxes             63      (300)     (4,018)      3,073     (6,870)
Income tax expense (benefit)                 908       (66)     (1,210)     (1,000)      (420)
                                         -------   --------    -------     -------    -------
Net income (loss)                        $  (845)  $  (234)    $(2,808)    $ 4,073    $(6,450)
                                         =======   =======     =======     =======    =======
Basic net income (loss) per share        $ (0.07)  $ (0.02)    $ (0.25)    $  0.42    $ (0.81)
                                         =======   =======     =======     =======    =======
Diluted net income (loss) per share      $ (0.07)  $ (0.02)    $ (0.25)    $  0.39    $ (0.81)
                                         =======   =======     =======     =======    =======
Weighted average shares outstanding -
basic                                     11,690    11,460      11,310       9,681      7,955
Weighted average shares outstanding -
diluted                                   11,690    11,460      11,310      10,521      7,955
</TABLE>


<TABLE>
<CAPTION>
                                                                APRIL 30,
                                          -------------------------------------------------------
                                           2001       2000        1999         1998        1997
                                          -------    -------     -------      -------     -------
                                                                (IN THOUSANDS)
<S>                                      <C>        <C>         <C>          <C>         <C>
CONSOLIDATED BALANCE SHEET DATA
Cash and cash equivalents                 $ 9,412    $ 2,594     $ 2,489      $20,677     $   312
Working capital (deficit)                  11,653      9,131       7,684       27,579      (1,936)
Total assets                               57,973     53,610      52,630       49,180      21,951
Long term debt                              9,000      9,194       7,446          416          --
Total stockholders' equity                 41,595     39,047      40,863       45,520      14,917
</TABLE>


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


                                       11
<PAGE>   13



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 February 16, 2001, Ansoft completed the acquisition of SIMEC
Corporation. Effective July 24, 1996, April 9, 1997, August 8, 1997 and December
23, 1999, Ansoft acquired EBU, Compact, Boulder and Pacific Numerix,
respectively. The cost of these acquisitions has been allocated on the basis of
the estimated fair value of the assets acquired and the liabilities assumed. 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.

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.

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,
                                                 2001        2000        1999
                                                -----       -----       -----
<S>                                             <C>         <C>         <C>
Revenue:
  License                                          69%         68%         64%
  Service and other                                31          32          36
                                                -----       -----       -----
    Total revenue                                 100         100         100
                                                -----       -----       -----
Costs and expenses:
  Sales and marketing                              53          58          70
  Research and development                         25          30          34
  Research and development - Altra                  4          --          --
Broadband
  General and administrative                        8          10          12
  Amortization                                      6           8           7
                                             --------    --------    --------
    Total costs and expenses                       96         106         123
                                                -----       -----       -----
Income (loss) from operations                       4          (6)        (23)
Other income (expense), net                        (4)          5           7
                                                -----       -----       -----
Income (loss) before income taxes                   0          (1)        (16)
Income tax expense (benefit)                        2          --          (5)
                                                -----       -----       -----
Net income (loss)                                  (2)%        (1)%       (11)%
                                                =====       =====       =====
</TABLE>

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




                                       12
<PAGE>   14

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 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 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. 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 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 11% 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. Other income (expense), net consists mainly of
realized losses and other than temporary declines in value of our marketable
securities, interest income and interest expense. 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. Ansoft's net deferred tax asset of $1.8 million as of April 30,
2001 consists primarily of net operating loss carryforwards for federal income
tax purposes, which are available to offset future taxable income, and expire in
increments beginning in April 2004, through April 2019. Valuation allowances are
established when necessary to reduce deferred tax assets to the amounts expected
to be realized.

YEAR ENDED APRIL 30, 2000 COMPARED WITH YEAR ENDED APRIL 30, 1999

Revenue. Total revenue for the year ended April 30, 2000 increased 37% to $33.5
million from $24.5 million in the previous fiscal year. License revenue
increased 45% to $22.7 million from $15.7 million. The increase was primarily
attributable to strong demand from customers in North America and Asia. 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 40%.

International revenue accounted for 48% and 52% of the Company's total product
revenue in the years ended April 30, 2000 and 1999, respectively.



                                       13
<PAGE>   15

Sales and marketing expenses. Sales and marketing expenses increased by 13% to
$19.4 million in the year ended April 30, 2000, as compared to $17.1 million in
the previous fiscal year. The increase was 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
58% and 70% of total revenue in the years ended April 30, 2000 and 1999,
respectively.

Research and development expenses. Research and development expenses increased
by 21% to $10.2 million in the year ended April 30, 2000, as compared to $8.4
million in the previous fiscal year. The increase was due to increased research
and development personnel primarily as a result of the acquisitions. Research
and development expenses represented 30% and 34% of total revenue in the years
ended April 30, 2000 and 1999, respectively.

General and administrative expenses. General and administrative expenses
increased by 13% to $3.3 million in the year ended April 30, 2000, as compared
to $2.9 million in the previous fiscal year. The increase was due to additional
costs required to support the increase in operations, including the hiring of
additional administrative personnel. General and administrative expenses
represented 10% and 12% of total revenue in the years ended April 30, 2000 and
1999, respectively.

Amortization expense. Amortization expense increased by 49% to $2.5 million in
the year ended April 30, 2000, as compared to $1.7 million in the previous
fiscal year. The increase was due to the amortization of the additional
intangible assets acquired.

Other income (expense), net. Other income (expense), net for the year ended
April 30, 2000 was $1.6 million, which was comparable to the previous fiscal
year.

Income tax expense (benefit). In the years ended April 30, 2000, and 1999 the
Company recorded tax benefits of $66,000 and $1.2 million, respectively,
resulting from the partial recognition of deferred tax assets in accordance with
the Financial Accounting Standards Board's ("FASB") Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes."



QUARTERLY RESULTS OF OPERATIONS

The following table presents unaudited quarterly results for each quarter of
fiscal 2001 and fiscal 2000. 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.


<TABLE>
<CAPTION>
                                                     FISCAL 2001                                         FISCAL 2000
                                                                            QUARTER ENDED
                                            APRIL 30,  JAN. 31, OCT. 31,  JULY 31,  APRIL 30,   JAN. 31,   OCT. 31,   JULY 31,
                                              2001       2001     2000      2000      2000       2000        1999       1999
                                            --------   -------- --------  --------  ---------   --------   --------   --------
                                                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                         <C>       <C>       <C>       <C>        <C>       <C>        <C>        <C>
Total revenue                                $14,066   $11,122   $ 9,664   $ 8,706    $10,802   $ 8,392    $ 7,386    $ 6,911
Pro forma income (loss) from operations
excluding Altra Broadband and amortization   $ 3,030   $ 2,053   $   649   $    29    $ 1,724   $   145    $  (433)   $  (866)
Income (loss) from operations                $ 1,702   $   973   $  (233)  $  (771)   $ 1,067   $  (470)   $(1,029)   $(1,508)
Pro forma net income (loss) excluding Altra
Broadband and amortization                   $  (525)  $ 1,463   $   773   $   324    $ 1,717   $   458    $   (26)   $  (311)
Net income (loss)                            $(1,471)  $   707   $   155   $  (236)   $ 1,191   $   (34)   $  (498)   $  (893)
Basic net income (loss) per share            $ (0.13)  $  0.06   $  0.01   $ (0.02)   $  0.10   $ (0.00)   $ (0.04)   $ (0.08)
Diluted net income (loss) per share          $ (0.13)  $  0.06   $  0.01   $ (0.02)   $  0.09   $ (0.00)   $ (0.04)   $ (0.08)
Weighted average number of shares
outstanding
    - basic                                   11,709    11,698    11,720    11,645     11,555    11,494     11,410     11,383
    - diluted                                 11,709    12,648    13,206    11,645     12,774    11,494     11,410     11,383
</TABLE>



                                       14
<PAGE>   16

LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 2001, Ansoft had $9.4 million in cash and cash equivalents and
working capital of $11.7 million. Net cash provided by (used in) operating
activities was $11.8 million, $2.3 million and $(1.9) million in fiscal 2001,
2000, and 1999, respectively.

Net cash used in investing activities, consisting primarily of investments in
acquired businesses in 2001 and purchases of marketable securities in 2000 and
1999, was $5.0 million, $3.9 million, and $19.8 million in fiscal 2001, 2000,
and 1999, respectively. Capital expenditures, consisting primarily of purchases
of computer equipment, were $1.7 million, $1.4 million and $2.5 million in
fiscal 2001, 2000, and 1999, respectively. Net cash provided by financing
activities, consisting primarily of proceeds from the issuance of common stock
in 2001, and of proceeds drawn on the line of credit in fiscal 2000 and 1999,
were $66,000, $1.9 million and $3.6 million in fiscal 2001, 2000, and 1999,
respectively. Funds used for the purchase of treasury stock were $970,000,
$162,000 and $4.2 million in fiscal 2001, 2000, and 1999, respectively.

Ansoft has available a $10.0 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, 2002, and is secured by
the marketable securities held with the institution. As of April 30, 2001, $9.0
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.

Acquisitions. 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.

EFFECTS OF INFLATION

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

RECENT ACCOUNTING PRONOUNCEMENTS

In December 1999, the Staff of the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 101 ("SAB 101"). SAB 101 summarizes certain areas
of the Staff's views in applying generally accepted accounting principles to
revenue recognition in financial statements. We adopted SAB 101 in our fiscal
quarter beginning May 1, 2000. The adoption of SAB 101 had no impact to our
operating results and financial position.

The FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities ("SFAS No. 133", as amended by SFAS No. 138). This statement
establishes accounting and reporting standards requiring that every derivative
instrument, including certain derivative instruments embedded in other
contracts, be recorded in the balance sheet as either an asset or liability
measured at its fair value. The statement also requires that changes in the
derivative's fair value be recognized in earnings unless specific hedge
accounting criteria are met. We adopted SFAS No. 133 in our fiscal quarter
beginning May 1, 2000. The adoption of SFAS No. 133 had no impact to our
operating results and financial position, since we currently do not invest in
derivative instruments or engage in hedging activities.

In July 2001, the FASB 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.

SFAS No. 142 must be adopted in fiscal years beginning after December 15, 2001
as of the beginning of the fiscal year. Companies with fiscal years beginning
after March 15, 2001 may early adopt provided they have not yet issued their
first quarter financial statements.

Goodwill and intangible assets acquired prior to July 1, 2001 will continue to
be amortized and tested for impairment in accordance with pre-SFAS No. 142
requirements until adoption of SFAS No. 142. Under the provision of SFAS No.
142, intangible assets with definite useful lives will be 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 will be tested for impairment annually in lieu of being amortized.

The Company's current yearly amortization of intangible assets is approximately
$2.4 million. Because of the effort needed to comply with adopting SFAS Nos. 141
and 142, it is not practicable to reasonably estimate the impact of adopting
these statements on the Company's consolidated financial statements at the date
of this report. In addition, the Company has not yet determined whether it will
early adopt SFAS No. 142.

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.



                                       15
<PAGE>   17

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, 2001.

<TABLE>
<CAPTION>
                                                                               APRIL 30,
                                            ---------------------------------------------------------------------------------
                                                2002      2003       2004        2005        2006     THEREAFTER    TOTAL
                                                                        (AMOUNTS IN THOUSANDS)
<S>                                         <C>        <C>         <C>           <C>      <C>         <C>          <C>
Fixed Rate Debt Securities                        --        --      $ 550          --      $1,050      $2,060       $ 3,660
Average % Rate                                    --        --       6.43%         --        6.78%       6.94%         6.81%

Marketable Equity Securities                  18,765        --         --          --          --          --       $18,765
Average % Yield                                 7.97%       --         --          --          --          --          7.97%

Variable Rate Debt                                --    $9,000         --          --          --          --       $ 9,000
Average % Rate                                    --      5.11%        --          --          --          --          5.11%
</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, 2001, 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.




                                       16
<PAGE>   18


ITEM 8.   FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE


INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
<S>                                                                                    <C>
Independent Auditors' Report                                                              18
Consolidated Balance Sheets as of April 30, 2001 and 2000                                 19
Consolidated Statements of Operations for the fiscal years ended April 30, 2001,
   2000 and 1999                                                                          20
Consolidated Statements of Stockholders' Equity and Comprehensive Income for the
   fiscal years ended April 30, 2001, 2000 and 1999                                       21
Consolidated Statements of Cash Flows for the fiscal years ended April 30, 2001,
   2000 and 1999                                                                          22
Notes to Consolidated Financial Statements                                                23
Financial Statement Schedule:
   Schedule II - Valuation and Qualifying Accounts                                        33
</TABLE>



                                       17
<PAGE>   19


                          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, 2001 and 2000, 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, 2001. 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, 2001 and 2000, and the results of
their operations and their cash flows for each of the years in the three-year
period ended April 30, 2001, 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
August 6, 2001




                                       18
<PAGE>   20



                           CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                               April 30,     April 30,
                                                                 2001          2000
                                                               ---------     ---------
<S>                                                           <C>           <C>
Assets
Current assets
Cash and cash equivalents                                       $ 9,412       $ 2,594
Accounts receivable, net of allowance for doubtful accounts
   of $221 and $221, respectively                                 8,209        10,550
Deferred income taxes                                                84           312
Prepaid expenses and other assets                                 1,266           941
                                                                -------       -------
Total current assets                                             18,971        14,397

Equipment and furniture, net                                      5,020         4,989
Marketable securities                                            22,425        21,642
Other assets                                                         73           310
Deferred taxes - non current                                      1,743         2,886
Intangible assets, net                                            9,741         9,386
                                                                -------       -------
Total assets                                                    $57,973       $53,610
                                                                =======       =======

Liabilities and stockholders' equity
Current liabilities
Accounts payable and accrued expenses                           $ 2,034       $ 1,383
Deferred revenue                                                  5,284         3,883
                                                                -------       -------

Total current liabilities                                         7,318         5,266

Line of credit                                                    9,000         9,194
Other liabilities                                                    60           103
                                                                -------       -------

Total liabilities                                                16,378        14,563

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 11,960 and 11,780 shares,
  respectively                                                      119           117
Additional paid-in capital                                       52,684        51,956
Treasury stock, 256 and 202 shares, respectively                 (1,601)       (1,131)
Other accumulated comprehensive income (loss)                      (354)       (3,487)
Accumulated deficit                                              (9,253)       (8,408)
                                                                -------       -------
Total stockholders' equity                                       41,595        39,047

Total liabilities and stockholders' equity                      $57,973       $53,610
                                                                =======       =======
</TABLE>

See accompanying notes to consolidated financial statements.


                                       19
<PAGE>   21



                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED APRIL 30,                        2001          2000          1999
---------------------------                       -------       -------       -------
<S>                                              <C>           <C>           <C>
Revenue:
License                                           $29,951       $22,709       $15,705
Service and other                                  13,607        10,782         8,770
                                                  -------       -------       -------
Total revenue                                      43,558        33,491        24,475
                                                  -------       -------       -------
Costs and expenses:
Sales and marketing                                23,079        19,421        17,061
Research and development                           11,044        10,176         8,391
Research and development
   - Altra Broadband                                1,667            --            --
General and administrative                          3,667         3,322         2,937
Amortization                                        2,430         2,512         1,691
                                                  -------       -------       -------
Total costs and expenses                           41,887        35,431        30,080
                                                  -------       -------       -------
Income (loss) from operations                       1,671        (1,940)       (5,605)
Other income (expense)                             (1,108)        2,153         1,693
Interest expense                                     (500)         (513)         (106)
                                                  -------       -------       -------
Income (loss) before income taxes                      63          (300)       (4,018)
Income taxes expense (benefit)                        908           (66)       (1,210)
                                                  -------       -------       -------
Net income (loss)                                 $  (845)      $  (234)      $(2,808)
                                                  =======       =======       =======
Basic net income (loss) per share                 $ (0.07)      $ (0.02)      $ (0.25)
                                                  =======       =======       =======
Diluted net income (loss) per share               $ (0.07)      $ (0.02)      $ (0.25)
                                                  =======       =======       =======
Weighted average shares outstanding - basic        11,690        11,460        11,310
Weighted average shares outstanding - diluted      11,690        11,460        11,310
</TABLE>


See accompanying notes to consolidated financial statements.





                                       20
<PAGE>   22



    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, 1998......                11,516      $115      $50,728          --          --       $(5,366)      $    43
Purchase of treasury stock...                    --        --           --        (656)    $(3,728)           --            --
Issuance of common stock.....                   142         1          762         373       2,172            --            --
Net loss.....................   $(2,808)         --        --           --          --          --        (2,808)           --
Foreign currency
  translation................       (23)         --        --           --          --          --            --           (23)
Change in unrealized gain/
  (loss) on marketable
  securities......               (1,033)         --        --           --          --          --            --        (1,033)
                                 ------
Comprehensive income (loss)..   $(3,864)         --        --           --          --          --            --            --
                                =======      ------      ----      -------      ------     -------       -------       --------

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 gain/
  (loss) on marketable
  securities.................    (2,268)         --        --           --          --          --            --        (2,268)
                                -------
Comprehensive income (loss)..   $(2,708)         --        --           --          --          --            --            --
                                =======      ------      ----      -------      ------     -------       -------       -------

Balance, April 30, 2000......                11,780       117       51,956        (202)     (1,131)       (8,408)       (3,487)
Purchase of treasury stock...                    --        --           --        (126)       (970)           --            --
Issuance of common stock.....                   180         2          728          72         500            --            --
Net loss.....................   $  (845)         --        --           --          --          --          (845)           --
Foreign currency
  translation................        15          --        --           --          --          --            --            15
Change in unrealized gain/
  (loss) on marketable
  securities.................      (465)         --        --           --          --          --            --          (465)
Reclassification adjustment..     3,583          --        --           --          --          --            --         3,583
                                -------
Comprehensive income (loss)..   $ 2,288          --        --           --          --          --            --            --
                                =======      ------      ----      -------      ------        ----       -------       -------

Balance, April 30, 2001......                11,960      $119      $52,684        (256)    $(1,601)      $(9,253)      $  (354)
                                             ======      ====      =======      ======     =======       =======       =======
</TABLE>


See accompanying notes to consolidated financial statements.


                                       21
<PAGE>   23



                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                           FISCAL YEAR ENDED APRIL 30,
                                                         2001          2000          1999
                                                       -------       -------       --------
<S>                                                   <C>           <C>           <C>
Cash flows from operating activities
  Net income (loss) ..............................     $  (845)      $  (234)      $ (2,808)
  Adjustments to reconcile net income (loss) to
   net cash provided (used) by operating
   activities
  Depreciation ...................................       1,662         1,090            983
  Amortization ...................................       2,430         2,512          1,691
  Deferred taxes .................................         611           (79)        (1,210)
  Non cash charge on marketable securities .......       3,629            --             --
Changes in assets and liabilities, net of
effect from acquisitions .........................       2,341        (1,905)        (1,181)
  Accounts receivable ............................
  Prepaid expenses and other assets ..............        (325)         (232)          (173)
  Other long-term assets .........................         194           125           (251)
  Accounts payable ...............................        (153)          163           (205)
  Accrued wages and expenses .....................         810           161           (169)
  Deferred revenue ...............................       1,401           655          1,415
                                                       -------       -------       --------
Net cash provided (used) by operating activities..      11,755         2,256         (1,908)
                                                       -------       -------       --------
Cash flows from investing activities
  Purchases of equipment and furniture ...........      (1,693)       (1,416)        (2,549)
  Investment in acquired businesses ..............      (2,025)         (724)          (770)
  Purchases of marketable securities, net ........      (1,291)       (1,716)       (16,521)
                                                       -------       -------       --------
Net cash used by investing activities ............      (5,009)       (3,856)       (19,840)
                                                       -------       -------       --------
Cash flows from financing activities
  Proceeds from (repayments of) line of credit,
    net ..........................................        (194)        1,748          7,446
  Purchase of treasury stock .....................        (970)         (162)        (4,177)
  Proceeds from the issuance of common
    stock, net ...................................       1,230           325            314
                                                       -------       -------       --------
Net cash provided by financing activities ........          66         1,911          3,583
                                                       -------       -------       --------
Net increase (decrease) in cash and cash
  equivalents ....................................       6,812           311        (18,165)
Effect of exchange rate changes on cash ..........           6          (206)           (23)
Cash and cash equivalents at beginning of
 year ............................................       2,594         2,489         20,677
                                                       -------       -------       --------
Cash and cash equivalents at end of year .........     $ 9,412       $ 2,594       $  2,489
                                                       =======       =======       ========
Supplemental disclosures of cash flow
   information
  Cash paid for interest .........................     $   453       $   458       $    106
                                                       =======       =======       ========
  Cash paid for income taxes .....................     $   182       $     6       $     44
                                                       =======       =======       ========
  Equipment and furniture acquired through
    assumption of liability ......................     $    --       $    --       $    203
                                                       =======       =======       ========
</TABLE>

See accompanying notes to consolidated financial statements.




                                       22
<PAGE>   24


                   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 February 16, 2001,
Ansoft completed the acquisition of SIMEC Corporation. Effective July 24, 1996,
April 9, 1997, August 8, 1997 and December 23, 1999, Ansoft acquired EBU,
Compact, Boulder and Pacific Numerix, respectively.

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.

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, 2001 and 2000. 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 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 consist mainly of customer lists, established workforce, and
purchased technology which are being amortized on a straight line basis over
seven, three and three years, respectively. Purchased technology represents
acquired software which has been fully developed, achieved technological
feasibility, reached commercial viability, and is generating revenue.



                                       23
<PAGE>   25


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 and for 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 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 fair value of the assets is measured using
estimated discounted future cash flows. The Company has determined that there
has been no impairment to the carrying value of such assets in fiscal 2001, 2000
or 1999.

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") for a one year
period 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. 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.
Other revenue consists primarily of revenue earned on development contracts with
government-sponsored entities. Revenue under these arrangements 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.

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. Potentially dilutive common shares are excluded from the
calculation if their effect is antidilutive.

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, 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)
                                        =======      ======     ======
</TABLE>


                                       24
<PAGE>   26


<TABLE>
<CAPTION>
                                         INCOME               PER SHARE
                                         (LOSS)      SHARES     AMOUNT
                                         ------      ------   ---------
<S>                                     <C>          <C>        <C>
 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)
                                        =======      ======     ======

 FISCAL YEAR ENDED APRIL 30, 1999
Basic net income (loss) per share...    $(2,808)     11,310     $(0.25)

Effect of dilutive securities:
   Stock options ...................         --          --         --
                                        -------      ------     ------
Diluted net income (loss) per
share ..............................    $(2,808)     11,310     $(0.25)
                                        =======      ======     ======
</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, "Accounting for Stock Issued to Employees," 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

In 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income," which
was adopted by the Company in the first quarter of fiscal 1999. SFAS No. 130
establishes new rules for the reporting and display of comprehensive income and
its components; however, the adoption of this statement had no impact on the
Company's results of operations or stockholder's equity. SFAS No. 130 requires
companies to report a new, additional measure of income that includes foreign
currency translation gains and losses and other unrealized gains and losses 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 its consolidated statements of stockholders' equity and comprehensive
income.

Fair Value of Financial Instruments

The carrying value of the Company's receivables, payables and debt obligations
are equal to or approximate fair value at April 30, 2001 and 2000.

Reclassification

Certain items and amounts reported in the fiscal 2000 and 1999 financial
statements have been reclassified to conform to the current year's reporting
format.

2. ACQUISITIONS AND RELATED INTANGIBLE ASSETS

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. The results of operations from the acquisitions that
occurred in fiscal 2001 and 2000 are not material to the Company's financial
position or results of operations.




                                       25
<PAGE>   27
3. EQUIPMENT AND FURNITURE

Equipment and furniture consist of the following:

<TABLE>
<CAPTION>
                                                           APRIL 30,
                                                      -------------------
                                                        2001        2000
                                                      -------     -------
<S>                                                  <C>         <C>
   Computers and equipment                            $ 8,851     $ 7,293
   Furniture and fixtures                               1,250       1,129
   Leasehold improvements                                 537         523
                                                      -------     -------
                                                       10,638       8,945
   Less allowances for depreciation and
   amortization                                         5,618       3,956
                                                      -------     -------
                                                      $ 5,020     $ 4,989
                                                      =======     =======
</TABLE>


4. INTANGIBLE ASSETS

Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                                            APRIL 30,
                                                      -------------------
                                                        2001        2000
                                                      -------     -------
<S>                                                  <C>         <C>
   Customer list                                      $13,366     $11,503
   Established work force                               2,106       1,730
   Purchased technology                                 2,230       1,684
   Goodwill                                               574         574
                                                      -------     -------
                                                       18,276      15,491
   Less allowances for amortization                     8,535       6,105
                                                      -------     -------
                                                      $ 9,741     $ 9,386
                                                      =======     =======
</TABLE>

5. MARKETABLE SECURITIES

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

<TABLE>
<CAPTION>
                                                 GROSS       GROSS
                                    AMORTIZED  UNREALIZED  UNREALIZED    FAIR
                                      COST        GAIN       (LOSS)      VALUE
                                    ---------  ---------   ----------    -----
<S>                                <C>        <C>         <C>          <C>
   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
                                     =======     ===         =======    =======
   April 30, 2000
     Mutual funds                    $20,335     $31         $(2,644)   $17,722
     Corporate bonds                   4,559      --            (639)     3,920
                                     -------     ---         -------    -------
Total marketable securities          $24,894     $31         $(3,283)   $21,642
                                     =======     ===         =======    =======
</TABLE>

The carrying values of debt securities as of April 30, 2001, by maturity, is
shown below:

<TABLE>
<CAPTION>
<S>                                    <C>
   Due in one to five years              $1,600
   Due in five to ten years               2,060
                                         ------
                                         $3,660
                                         ======
</TABLE>

Gross realized gains and losses were $46 and $3,629 in fiscal year 2001,
respectively. Gross realized gains (losses) on securities in fiscal 2000 and
1999 were $0. Cash proceeds from the sale of securities were $351 in 2001, and
$0 in 2000 and 1999. 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 $10,000 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, 2002 and is secured by
the marketable securities held with


                                       26
<PAGE>   28

the institution. As of April 30, 2001, $9,000 was the outstanding balance on the
line of credit and the weighted average interest rate was 5.11%. The Company
was in compliance with all financial covenants as of April 30, 2001 and 2000.

7. LEASES

The Company leases its corporate headquarters in Pittsburgh, Pennsylvania, and
other facilities under operating lease agreements which expire over the next
five years. Rental expense incurred by the Company under operating lease
agreements totaled $1,811, $1,525 and $1,281 for the years ended April 30, 2001,
2000 and 1999, respectively. The future minimum lease payments for such
operating leases as of April 30, 2001, are:

<TABLE>
<CAPTION>
            YEAR ENDING APRIL 30,
            ---------------------
<S>        <C>                      <C>
                2002                 $1,420
                2003                  1,207
                2004                    936
                2005                    699
                2006                    518
                                     ------
                                     $4,780
                                     ======
</TABLE>

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, 1998         1,515          $1.00--$16.63
  Granted                           1,135           $5.06--$5.56
  Exercised                          (142)          $1.00--$5.38
  Canceled                           (426)         $2.00--$16.63
                                    -----         --------------
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
                                    =====
</TABLE>

Options to purchase 1,408 shares of common stock were exercisable as of
April 30, 2001 and options to purchase 916 shares of common stock were available
for future grant as of April 30, 2001.

As permitted under SFAS No. 123, the Company has elected to follow APB Opinion
No. 25, and related interpretations, in accounting for stock-based awards to
employees. Under APB Opinion 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 2001, 2000 or 1999.

Pro forma information regarding net income (loss) and earnings (loss) per share
is required by SFAS No. 123. This information is required



                                       27
<PAGE>   29

to be determined as if the Company had accounted for its employee stock 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 2001, 2000 and
1999 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,
                                          -----------------------------
                                          2001         2000        1999
                                         -----        -----       -----
<S>                                     <C>          <C>         <C>
    Risk-free rate (%)                    5.44         5.50        4.86
    Volatility (%)                       88.96        30.00       54.00
    Expected life (in years)              9.51         8.50        9.66
    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 2001, 2000
and 1999 was $7.62, $3.02 and $3.57 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,
                                                             ------------------------------
                                                              2001       2000         1999
                                                             ------     ------       ------
<S>                                                         <C>       <C>          <C>
    Pro forma net income (loss)                             $(1,915)   $(1,590)     $(3,742)

    Pro forma net income (loss) per diluted common share    $ (0.16)   $ (0.14)     $ (0.33)
</TABLE>

The following table summarizes information about stock options outstanding as of
April 30, 2001:

<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              2001           LIFE          PRICE          2001           PRICE
                   -----------------    -------------  ------------- -------------  -------------  ----------
<S>                   <C>               <C>             <C>            <C>         <C>               <C>
                       $1.75--$2.00          230             3.3          $1.86           230           $1.86
                       $3.50--$5.13        1,356             6.3          $5.04           831           $5.00
                       $5.50-$8.25           750             8.3          $6.36           294           $6.20
                       $8.31-$9.75           286             9.2          $9.17           13            $8.68
</TABLE>




                                       28
<PAGE>   30


9. EXPORT SALES, MAJOR CUSTOMERS AND CREDIT RISK

Export sales, principally to Asia, accounted for 53%, 48% and 52% of total
revenue in 2001, 2000 and 1999, respectively. Included in export sales to Asia
were sales to Japan, which accounted for approximately 21%, 17% and 16% of total
revenue in fiscal 2001, 2000 and 1999, 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 through distributors 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,
                                ---------------------------------
                                2001         2000          1999
                                ----         ----         -------
<S>                            <C>          <C>          <C>
Current:
  Federal .................     $373         $ 13         $    --

  Foreign .................       --           --              --
  State ...................      (76)          --              --
                                ----         ----         -------
     Total ................      297           13              --
Deferred:
  Federal .................      517          (70)         (1,057)

  State ...................       94           (9)           (153)
                                ----         ----         -------

     Total ................      611          (79)         (1,210)
                                ----         ----         -------

Total income tax expense
  (benefit) ...............     $908         $(66)        $(1,210)
                                ====         ====         =======
</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,
                                                   ---------------------------------
                                                    2001         2000         1999
                                                   ------       -----        -------
<S>                                                <C>          <C>          <C>
Income tax expense (benefit) at statutory rate     $   21       $(102)       $(1,366)

State income tax, net of federal offset                12          (6)          (101)
Research and development credit                      (250)         --             --

Change in valuation allowance                         989         (18)            43
Other, net                                            136          60            214
                                                   ------       -----        -------
Actual income tax expense (benefit)                $  908       $ (66)       $(1,210)
                                                   ======       =====        =======
</TABLE>

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,
                                                --------------------
                                                  2001        2000
                                                -------      -------
<S>                                            <C>          <C>
Deferred tax assets:
Net operating loss carryforward                 $ 1,275      $ 2,833
Allowance for doubtful accounts                      84           84
Alternative minimum tax credit carryforward         247          104
Research and development credit carryforward        250           --
Capital loss carryforward                         1,227           --
Intangible assets                                   244          758
Net unrealized losses on available for sale
securities                                           46        1,105
                                                -------      -------

Total gross deferred tax assets                   3,373        4,884
Less valuation allowance                         (1,025)      (1,130)
Net deferred tax assets                           2,348        3,754
Deferred tax liabilities:
Furniture and equipment                            (521)        (556)
                                                -------      -------

Total gross deferred tax liability                 (521)        (556)
                                                -------      -------

Net deferred taxes                              $ 1,827      $ 3,198
                                                =======      =======
</TABLE>

The valuation allowance for deferred tax assets as of May 1, 2000 and 1999 was
$1,130, and $383, respectively. The net change in the total valuation allowance
for the years ended April 30, 2001 and April 30, 2000 was a decrease of $105 and
an increase of $747,




                                       29
<PAGE>   31

respectively. 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, 2001, the Company had net operating loss carryforwards for
federal income tax purposes of $1,738, net operating loss carryforwards for
state income tax purposes of $756, and net operating loss carryforwards for
foreign income tax purposes of $1,924, which are available to offset future
taxable income, if any, through April 30, 2020, through April 30, 2004, and
through April 30, 2005, respectively. The Company also has alternative minimum
tax credit carryforwards of $247 which are available to reduce future federal
income taxes, if any, over an indefinite period. In addition, the Company has
research and development credit carryforwards of $250 which are available to
reduce future federal income taxes, if any, through April 30, 2021.


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 2001                                        Fiscal 2000
                                                                                    Quarter Ended
                                                  April 30, Jan. 31,   Oct. 31,   July 31,  April 30, Jan. 31,   Oct. 31,  July 31,
                                                    2001      2001       2000       2000      2000      2000       1999      1999
                                                  --------- --------   --------   --------  --------- --------   --------  --------
                                                                         (in thousands, except per share data)
<S>                                                <C>       <C>       <C>        <C>       <C>       <C>        <C>        <C>
Total revenue                                      $14,066   $11,122   $ 9,664    $ 8,706   $10,802   $ 8,392    $ 7,386    $ 6,911
Pro forma income (loss) from operations excluding
Altra Broadband and amortization                   $ 3,030   $ 2,053   $   649    $    29   $ 1,724   $   145    $  (433)   $  (866)
Income (loss) from operations                      $ 1,702   $   973   $  (233)   $  (771)  $ 1,067   $  (470)   $(1,029)   $(1,508)
Pro forma net income (loss) excluding Altra
Broadband and amortization                         $  (525)  $ 1,463   $   773    $   324   $ 1,717   $   458    $   (26)   $  (311)
Net income (loss)                                  $(1,471)  $   707   $   155    $  (236)  $ 1,191   $   (34)   $  (498)   $  (893)
Basic net income (loss) per share                  $ (0.13)  $  0.06   $  0.01    $ (0.02)  $  0.10   $ (0.00)   $ (0.04)   $ (0.08)
Diluted net income (loss) per share                $ (0.13)  $  0.06   $  0.01    $ (0.02)  $  0.09   $ (0.00)   $ (0.04)   $ (0.08)
Weighted average number of shares outstanding
         --basic                                    11,709    11,698    11,720     11,645    11,555    11,494     11,410     11,383
         --diluted                                  11,709    12,648    13,206     11,645    12,774    11,494     11,410     11,383
</Table>

14. SUBSEQUENT EVENT

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 on October 31,
2002). In addition, Agilent may also purchase up to 60 licenses of Ansoft's HFSS
product.




                                       30
<PAGE>   32


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 ...............................................................     18
Consolidated Balance Sheets as of April 30, 2001 and 2000 ..................................     19
Consolidated Statements of Operations for the years ended April 30, 2001, 2000 and 1999 ....     20
Consolidated Statements of Stockholders' Equity and Comprehensive Income for the years
     ended April 30, 2001, 2000 and 1999 ...................................................     21
Consolidated Statements of Cash Flows for the years ended April 30, 2001, 2000 and 1999 ....     22
Notes to Consolidated Financial Statements .................................................     23
</TABLE>

2. Financial Statement Schedule:

Schedule II--Valuation and Qualifying Accounts for each of the years in the
three-year period ended April 30, 2001

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.

<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                                       DESCRIPTION
--------    ------------------------------------------------------------------------------
<S>        <C>
    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).

   23.1     Consent of Buchanan Ingersoll Professional Corporation (incorporated by
            reference from Registration Statement No. 333-40189)

   24.1     Powers of Attorney (incorporated by reference from Registration Statement No. 333-40189)
</TABLE>

*Filed herewith

(b) Reports on Form 8-K filed during the last quarter of fiscal 2001.

A report dated February 13, 2001 was filed on Form 8-K regarding the expansion
of Ansoft's management team and the completion of a transition in Ansoft's
business model.


                                       31
<PAGE>   33




                                   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 August 9, 2001

                                         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 August 9, 2001.


<TABLE>
<CAPTION>
           SIGNATURE                               TITLE
           ---------                               -----
<S>                                <C>
/s/ Nicholas Csendes                Director, President and Chief Executive
----------------------------------- Officer (Principal Executive Officer)
Nicholas Csendes


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


Thomas A.N. Miller                  Director
-----------------------------------
Thomas A.N. Miller


/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
</TABLE>




                                       32
<PAGE>   34



                  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, 2001
  Allowance for doubtful
      accounts                   221                    86           (86)               221

Year ended April 30, 2000
  Allowance for doubtful
      accounts                   175                    46            --                221

Year ended April 30, 1999
  Allowance for doubtful
      accounts                   150                    25            --                175
</TABLE>




                                       33