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Rational Software Reports Revenue and Pro Forma Net Income for the Third Quarter of Fiscal Year 2002

   RATIONAL SOFTWARE LOGO
Rational Software logo. (PRNewsFoto)[JL]
LEXINGTON, MA USA
    CUPERTINO, Calif., Jan. 10 /PRNewswire/ --
Rational Software Corporation (Nasdaq: RATL) today announced results for the
third fiscal quarter and nine months ended December 31, 2001.
    Revenue for the third quarter and nine months ended December 31, 2001 was
$170.2 million and $509.7 million, respectively, compared to $215.5 million
and $573.3 million, respectively, for the same periods last year.  This
reflects a decrease in third quarter and year-to-date revenues of 21% and 11%,
respectively, compared to the same periods last year.
    Rational reported pro forma net income and earnings per share on a diluted
basis for the third quarter of fiscal 2002 of $13.3 million and $0.07,
respectively, compared to pro forma net income and earnings per share of $40.2
million and $0.20, respectively, for the same period last year.  This reflects
a decrease in third quarter pro forma net income of 67% compared to the same
period last year.
    Rational reported pro forma net income and earnings per share on a diluted
basis for the nine months ended December 31, 2001 of $39.0 million and $0.19,
respectively, compared to pro forma net income and earnings per share of
$101.7 million and $0.50, respectively, for the same period last year.  This
reflects a decrease in year-to-date pro forma net income of 62% compared to
the same period last year.
    "During the third quarter, we produced very solid results under tough
macroeconomic conditions.  We continued the momentum we created in the
previous quarter because of strong execution from our field and product teams
around the world," said Paul Levy, chairman and co-founder of Rational
Software.  "Our customers view software development as crucial to their
business success.  Through our combination of tools, best practices and
services, Rational is uniquely positioned to help those companies empower
their development teams to create great software that will help them maximize
their business results."
    Pro forma earnings per share for the periods reported exclude one-time
charges for purchased in-process R&D, amortization of goodwill and purchased
intangibles, amortization of stock-based compensation related to recent
acquisitions, and restructuring charges, as well as the net activity
(operating expenses and interest income less portion allocated to minority
interest) incurred by Catapulse Inc. prior to the completion of the Catapulse
acquisition on February 5, 2001.
    As reported net loss and loss per share on a diluted basis for the third
quarter ended December 31, 2001 was $17.9 million and $0.09, respectively,
compared to as reported net income and earnings per share of $26.5 million and
$0.13, respectively, for the same period last year.
    As reported net loss and loss per share on a diluted basis for the nine
months ended December 31, 2001 was $64.3 million and $0.33, respectively,
compared to as reported net income and earnings per share of $65.6 million and
$0.32, respectively, for the same period last year.

    (Photo:  http://www.newscom.com/cgi-bin/prnh/20010417/RATLLOGO )
    About Rational Software Corporation
    Rational Software provides a software development platform that improves
the speed, quality, and predictability of software projects. This integrated,
full life-cycle solution combines software engineering best practices, market-
leading tools, and professional services. Ninety-six of the Fortune 100 rely
on Rational tools and services to build better software, faster. This open
platform is extended by partners who provide more than 500 complementary
products and services. Founded in 1981, Rational is one of the world's largest
software companies, with revenues of $751.4 million in its twelve months ended
December 31, 2001, and over 3,700 employees worldwide. Rational is a component
of the Nasdaq-100 Index(R). Additional information is available on the
Internet at http://www.rational.com.

                       Rational Software Corporation
                    Pro Forma Statements of Operations
       (in thousands, except percentage figures and per share data)

                                      Three months ended December 31
                                               (unaudited)
                              2001             %         2000             %

    Net product revenue    $77,466            46     $128,895            60
    Consulting and support
     revenue                92,685            54       86,562            40
    Total revenue          170,151           100      215,457           100

    Cost of product revenue  7,130             5        7,237             3
    Cost of consulting
     and support revenue    19,513            11       24,853            12
    Total cost of revenue   26,643            16       32,090            15
    Gross margin           143,508            84      183,367            85

    Operating expenses:
    Product research and
     development expenses   42,581            25       37,885            17
    Sales and marketing
     expenses               71,531            42       84,107            39
    General and
     administrative
     expenses               13,694             8       12,545             6
    Total operating
     expenses              127,806            75      134,537            62
    Operating income        15,702             9       48,830            23
    Other income, net        3,235             2        8,660             4
    Income before
     income taxes           18,937            11       57,490            27
    Provision
     for income taxes        5,681             3       17,247             8
    Net income             $13,256             8      $40,243            19

    NOTE: PRO FORMA ONLY
    Net income per
     common share:
     Basic                   $0.07                      $0.21
     Diluted                 $0.07                      $0.20
    Shares used in
     computing per
     share amounts:
     Basic                 189,907                    189,170
     Diluted               199,313                    205,732

                                         Nine months ended December 31
                                                (unaudited)


                              2001             %         2000             %

    Net product revenue   $232,489            46     $336,161            59
    Consulting and support
     revenue               277,189            54      237,094            41
    Total revenue          509,678           100      573,255           100

    Cost of product revenue 18,741             3       20,983             4
    Cost of consulting
     and support revenue    58,691            12       63,320            11
    Total cost of revenue   77,432            15       84,303            15
    Gross margin           432,246            85      488,952            85

    Operating expenses:
    Product research
     and development
     expenses              133,487            26      103,914            18
    Sales and marketing
     expenses              217,344            43      228,688            40
    General and
     administrative
     expenses               40,059             8       33,257             6
    Total operating
     expenses              390,890            77      365,859            64
    Operating income        41,356             8      123,093            21
    Other income, net       14,284             3       22,221             4
    Income before
     income taxes           55,640            11      145,314            25
    Provision for
     income taxes           16,668             3       43,580             7
    Net income             $38,972             8     $101,734            18

    NOTE: PRO FORMA ONLY
    Net income per
     common share:
     Basic                   $0.20                      $0.55
     Diluted                 $0.19                      $0.50
    Shares used in
     computing per
     share amounts:
     Basic                 193,988                    186,309
     Diluted               205,007                    204,307


    The above pro forma statements of operations for the quarter and nine
months ended December 31, 2001 have been adjusted to present Rational's
operating results excluding one-time charges for purchased in-process R&D,
amortization of goodwill and purchased intangibles, amortization of stock-
based compensation related to recent acquisitions, and restructuring charges,
as well as the net activity (operating expenses and interest income less
portion allocated to minority interest) incurred by Catapulse Inc. prior to
the completion of the Catapulse acquisition on February 5, 2001.


    The following table reflects the differences between pro forma and as-
reported net income (loss) (in thousands):


                             Three months ended         Nine months ended
                                December 31                December 31
                                (unaudited)                (unaudited)
                              2001          2000         2001          2000
    As reported net
     income (loss)       $(17,858)       $26,533    $(64,296)       $65,583
    Activity relating
     to Catapulse:
     Deferred compensation       -         1,220            -         1,600
     Research and
      development expenses       -         9,896            -        27,571
     Sales and marketing
      expenses                   -         3,259            -         8,024
     General and
      administrative expenses    -         1,549            -         2,961
     Interest earned on cash
      and cash equivalents       -         (709)            -       (2,731)
     Minority interest           -       (5,739)            -      (13,435)
    Total Catapulse activity,
     net of minority interest    -         9,476            -        23,990
    Amortization of
     goodwill and purchased
     intangibles,
     net of tax, relating
     to recent acquisitions 20,271         4,234       60,305        12,161
    Amortization of stock
     based compensation,
     net of tax             10,843             -       32,564             -
    Restructuring costs,
     net of tax                  -             -       10,399             -
    Pro forma net income   $13,256       $40,243      $38,972      $101,734


                        Rational Software Corporation
               Condensed Consolidated Statements of Operations
         (in thousands, except percentage figures and per share data)

                                       Three months ended December 31
                                                (unaudited)

                              2001             %         2000             %

    Net product revenue    $77,466            46     $128,895            60
    Consulting and support
     revenue                92,685            54       86,562            40
    Total revenue          170,151           100      215,457           100

    Cost of product revenue 11,881             7        7,906             3
    Cost of consulting
     and support revenue    19,513            11       24,853            12
    Total cost of revenue   31,394            18       32,759            15
    Gross margin           138,757            82      182,698            85

    Operating expenses:
    Product research and
     development expenses   42,581            25       47,782            22
    Sales and marketing
     expenses               71,531            42       87,365            41
    General and
     administrative
     expenses               13,694             8       14,095             6
    Amortization of goodwill
     and purchased
     intangibles            18,019            11        3,565             2
    Amortization
     of stock-based
     compensation           18,071            11        1,220             1
    Restructuring costs          -             -            -             -
    Total operating
     expenses              163,896            97      154,027            72
    Operating income
     (loss)               (25,139)          (15)       28,671            13
    Other income, net        3,235             2        9,370             5
    Income (loss)
     before income taxes  (21,904)          (13)       38,041            18
    Provision for
     (benefit from)
     income taxes          (4,046)           (3)       17,247             8
    Minority interest            -             -      (5,739)           (2)
    Net income (loss)    ($17,858)          (10)      $26,533            12

    Net income (loss)
     per common share:
     Basic                 $(0.09)                      $0.14
     Diluted               $(0.09)                      $0.13

    Shares used in
     computing per
     share amounts:
     Basic                 189,907                    189,170
     Diluted               189,907                    205,732


                                      Nine months ended December 31
                                                (unaudited)

                              2001             %         2000             %

    Net product revenue   $232,489            46     $336,161            59
    Consulting and support
     revenue               277,189            54      237,094            41
    Total revenue          509,678           100      573,255           100

    Cost of product revenue 31,937             6       22,979             4
    Cost of consulting
     and support revenue    58,691            12       63,320            11
    Total cost of revenue   90,628            18       86,299            15
    Gross margin           419,050            82      486,956            85

    Operating expenses:
    Product research and
      development expenses 133,487            26      131,486            23
    Sales and marketing
      expenses             217,344            43      236,711            42
    General and
     administrative
     expenses               40,059             8       36,218             6
    Amortization
     of goodwill and
     purchased intangibles  54,113            11       10,165             2
    Amortization
     of stock-based
     compensation           54,273            10        1,600             -
    Restructuring costs     17,331             3            -             -
    Total operating
     expenses              516,607           101      416,180            73
    Operating income (loss)(97,557)         (19)       70,776            12
    Other income, net       14,284             3       24,952             5
    Income (loss)
     before income taxes  (83,273)          (16)       95,728            17
    Provision for
     (benefit from)
      income taxes        (18,977)           (3)       43,580             8
    Minority interest            -             -     (13,435)           (2)
    Net income (loss)    ($64,296)          (13)      $65,583            11

    Net income (loss)
     per common share:
    Basic                  $(0.33)                      $0.35
    Diluted                $(0.33)                      $0.32
    Shares used in
     computing per
     share amounts:
    Basic                  193,988                    186,309
    Diluted                193,988                    204,307


                          Rational Software Corporation
                      Condensed Consolidated Balance Sheets
                                  (in thousands)

                                                  December 31,    March 31,
                                                      2001          2001
                                                  (unaudited)
    Assets
    Current assets:
     Cash and cash equivalents and
      short-term investments                        $958,628     $1,040,821
     Accounts receivable, net                        146,052        206,099
     Prepaid expenses and other assets                26,006         21,902
     Deferred tax asset                               16,727         16,727
      Total current assets                         1,147,413      1,285,549

    Property and equipment, net                       96,363        103,239
    Goodwill and purchased intangibles, net          248,483        294,824
    Other assets, net                                 25,783         25,711
      Total assets                                $1,518,042     $1,709,323

    Liabilities and stockholders' equity
    Current liabilities:
     Accounts payable                                $11,003        $23,909
     Accrued employee benefits                        43,121         68,624
     Income taxes payable                             31,498         30,788
     Other accrued expenses                           44,374         49,753
     Accrued merger and integration expenses          17,527         19,970
     Deferred revenue                                170,161        166,531
      Total current liabilities                      317,684        359,575

    Convertible subordinated notes                   500,000        500,000
    Long term deferred tax liabilities                25,386         57,900
    Other noncurrent liabilities                      22,455         25,594
      Total liabilities                              865,525        943,069

    Stockholders' equity:
     Common stock                                    705,368        754,809
     Retained earnings/(Accumulated deficit)        (52,851)         11,445
      Total stockholders' equity                     652,517        766,254
      Total liabilities and stockholders' equity  $1,518,042     $1,709,323


    The word "Rational" and Rational's products are trademarks of Rational
Software Corporation. References to other companies and their products use
trademarks owned by the respective companies and are for reference purposes
only.

     For more information contact:
     Rational Software Corporation, 18880 Homestead Road, Cupertino, CA 95014
     Tel. (408) 863-9900 or (800) 728-1212; Fax (408) 863-4133
     Fax-on-demand: 1-800-758-5804 Pin: 113375
     E-mail: info@rational.com; Web: http://www.rational.com



SOURCE Rational Software Corporation




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