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Rational Software Reports Revenue and Pro Forma Net Income for the Third Quarter of Fiscal Year 2003

   RATIONAL SOFTWARE LOGO
Rational Software logo. (PRNewsFoto)[JL]
LEXINGTON, MA USA
    CUPERTINO, Calif., Jan. 16 /PRNewswire-FirstCall/--
Rational Software Corporation (Nasdaq: RATL) today announced results for the
third fiscal quarter ended December 31, 2002.
    (Photo: http://www.newscom.com/cgi-bin/prnh/20010417/RATLLOGO )
    Revenue for the third quarter and nine months ended December 31, 2002 was
$161.9 million and $468.9 million, respectively, compared to $170.2 million
and $509.7 million, respectively, for the same periods last year.  This
reflects a decrease in third quarter and year-to-date revenues of 5 percent
and 8 percent, 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 2003 of $11.1 million and $0.06,
respectively, compared to pro forma net income and earnings per share of $13.3
million and $0.07, respectively, for the same period last year.  This reflects
a decrease in third quarter pro forma net income of 16 percent 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, 2002 of $25.5 million and $0.13,
respectively, compared to pro forma net income and earnings per share of $39.0
million and $0.19, respectively, for the same period last year.  This reflects
a decrease in year-to-date pro forma net income of 35 percent compared to the
same period last year.
    Pro forma net income and earnings per share for the periods reported
exclude one-time charges for acquired in-process research and development,
amortization of goodwill and purchased intangibles, amortization of stock-
based compensation related to recent acquisitions, and restructuring and other
charges.
    As reported net loss and loss per share on a diluted basis for the third
quarter ended December 31, 2002 was $3.6 million and $0.02, respectively,
compared to as reported net loss and loss per share on a diluted basis of
$17.9 million and $0.09, respectively, for the same period last year.  The
non-cash charges related to amortization of goodwill and intangibles, net of
tax, dropped from $20.3 million in the quarter ended December 31, 2001 to $3.6
million in the quarter ended December 31, 2002, primarily resulting from the
adoption of Statement of Financial Accounting Standards No. 142 as of April 1,
2002.
    As reported net loss and loss per share on a diluted basis for the nine
months ended December 31, 2002 was $29.4 million and $0.15, respectively,
compared to as reported net loss and loss per share on a diluted basis of
$64.3 million and $0.33, respectively, for the same period last year.  The
non-cash charges related to amortization of goodwill and intangibles, net of
tax, dropped from $60.3 million in the nine months ended December 31, 2001 to
$9.8 million in the nine months ended December 31, 2002, primarily resulting
from the adoption of Statement of Financial Accounting Standards No. 142 as of
April 1, 2002.
    Management will host the quarterly conference call today to discuss the
results beginning at 2:00 p.m. Pacific Time, 5:00 p.m. Eastern Time.
    Interested parties may listen to the conference call via live broadcast on
Rational's Investor Relations Web site (http://investor.rational.com).
Domestic callers can dial in to the conference call at 1-800-611-1147 and
international callers can listen at 1-612-326-1011.  The password is Rational.
    For those unable to participate in the live call, replays will be
available approximately two hours after the earnings call ends.  The replay
numbers are 1-800-475-6701 for domestic callers and 1-320-365-3844 for
international callers.  The access code for the replay is 668405, and it will
be available to callers until approximately 11:00 p.m. Pacific Time on January
23, 2003.  The conference call will also be archived on Rational's Investor
Relations Web site.

    About Rational Software Corporation
    Rational Software provides a software development platform that improves
the speed, quality, and predictability of software projects.  This integrated,
full lifecycle solution combines software engineering best practices, market-
leading tools, and professional services. Ninety-eight 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 $649.0 million in its twelve months ended
December 31, 2002, and over 3,300 employees worldwide.  Rational is a member
of the S&P 500 Index. Additional information is available at http://www.rational.com
and http://www.therationaledge.com, the monthly e-zine for the Rational community.

    This press release contains certain "forward-looking" statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are subject to
uncertainty and changes in circumstances.  Actual results may vary materially
from the expectations contained herein.  The forward-looking statements
contained herein include statements relating to future revenue and pro forma
earnings per share on a diluted basis, future restructuring charges, and our
ability to utilize and/or sublease our facilities.  Factors that could cause
actual results to differ materially from those described herein include, among
other factors, adverse changes in general economic conditions, increased
competition, adverse changes in the market for sophisticated development
tools, Rational's ability to manage expenses associated with its real property
leasing activities and risks related to Rational's proposed merger with IBM,
including, without limitation, the risk that the merger may not be consummated
in a timely manner, if at all, and risks regarding relations with employees,
customers, suppliers and partners.  More detailed information about these
factors is set forth in the reports filed by Rational with the Securities and
Exchange Commission.  Rational Software is under no obligation to (and
expressly disclaims any such obligation to) update or alter its forward-
looking statements, whether as a result of new information, future events or
otherwise.

    Contacts:
     Press:
     Bill Durling, Director of Corporate Communications
     (781) 372-5886
     bdurling@rational.com

     Financial:
     David Henshall, Chief Financial Officer
     (408) 863-4500
     ir@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)
                             2002            %          2001            %

    Net product revenue    $64,768            40      $77,466            46
    Consulting and support
     revenue                97,155            60       92,685            54
     Total revenue         161,923           100      170,151           100

    Cost of product revenue  6,573             4        7,130             5
    Cost of consulting and
     support revenue        18,286            11       19,513            11
     Total cost of revenue  24,859            15       26,643            16
     Gross margin          137,064            85      143,508            84

    Operating expenses:
     Product research and
      development expenses  40,744            25       42,581            25
     Sales and marketing
      expenses              69,527            43       71,531            42
     General and
      administrative
      expenses              11,893             8       13,694             8
      Total operating
       expenses            122,164            76      127,806            75
      Operating income      14,900             9       15,702             9

    Other income, net          570             1        3,235             2

    Income before
     income taxes           15,470            10       18,937            11
    Provision for
     income taxes            4,332             3        5,681             3
    Net income             $11,138             7      $13,256             8

    NOTE:  PRO FORMA ONLY
    Net income per common share:
     Basic                   $0.06                      $0.07
     Diluted                 $0.06                      $0.07
    Shares used in computing per share amounts:
     Basic                 191,326                    189,907
     Diluted               196,861                    199,313


                                     Nine months ended December 31
                                              (unaudited)
                             2002            %          2001            %


    Net product revenue   $185,166            39     $232,489            46
    Consulting and
     support revenue       283,740            61      277,189            54
     Total revenue         468,906           100      509,678           100

    Cost of product
     revenue                17,448             4       18,741             3
    Cost of consulting
     and support revenue    53,586            11       58,691            12
     Total cost of revenue  71,034            15       77,432            15
     Gross margin          397,872            85      432,246            85
    Operating expenses:
     Product research
      and development
      expenses             123,764            26      133,487            26
     Sales and marketing
      expenses             208,298            44      217,344            43
     General and
      administrative
      expenses              34,472             8       40,059             8
      Total operating
       expenses            366,534            78      390,890            77
      Operating income      31,338             7       41,356             8

    Other income, net        4,059             1       14,284             3

    Income before income
     taxes                  35,397             8       55,640            11
    Provision for income
     taxes                   9,911             3       16,668             3
    Net income             $25,486             5      $38,972             8

    NOTE:  PRO FORMA ONLY
    Net income per common share:
     Basic                   $0.13                      $0.20
     Diluted                 $0.13                      $0.19

    Shares used in computing per share amounts:
     Basic                 190,489                    193,988
     Diluted               196,271                    205,007


    The above pro forma statements of operations have been adjusted to present
Rational's operating results excluding one-time charges for acquired in-
process research and development, amortization of goodwill and purchased
intangibles, amortization of stock-based compensation related to recent
acquisitions, and restructuring and other charges.

    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)
                            2002         2001          2002          2001

    As reported net loss  $(3,558)     $(17,858)    $(29,405)     $(64,296)
    Amortization of
     goodwill and
     purchased intangibles,
     net of tax, relating
     to recent acquisitions  3,550        20,271        9,839        60,305
    Amortization of
     stock-based
     compensation,
     net of tax             11,146        10,843       33,099        32,564
    Charges for acquired
     in-process research
     and development             -             -        4,524             -
    Restructuring and
     other charges,
     net of tax                  -             -        7,429        10,399
    Pro forma net income   $11,138       $13,256      $25,486       $38,972


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

                                     Three months ended December 31
                                              (unaudited)
                             2002            %          2001            %

    Net product revenue    $64,768            40      $77,466            46
    Consulting and support
     revenue                97,155            60       92,685            54
     Total revenue         161,923           100      170,151           100

    Cost of product revenue 12,159             8       11,881             7
    Cost of consulting and
     support revenue        18,286            11       19,513            11
     Total cost of revenue  30,445            19       31,394            18
     Gross margin          131,478            81      138,757            82

    Operating expenses:
     Product research
      and development
      expenses              40,744            25       42,581            25
     Sales and marketing
      expenses              69,527            43       71,531            42
     General and
      administrative
      expenses              11,893             8       13,694             8
     Amortization of
      goodwill and
      purchased intangibles    330             -       18,019            11
     Amortization of
      stock-based
      compensation          18,578            11       18,071            11
     Charges for acquired
      in-process research
      and development            -             -            -             -
     Restructuring and other
      charges                    -             -            -             -
      Total operating
       expenses            141,072            87      163,896            97
      Operating loss       (9,594)           (6)      (25,139)          (15)

    Other income, net          570             -        3,235             2

    Loss before income
     taxes                 (9,024)           (6)     (21,904)          (13)

    Benefit from income
     taxes                 (5,466)           (4)      (4,046)           (3)

    Net loss              $(3,558)           (2)    $(17,858)          (10)

    Net loss per common share:
     Basic                 $(0.02)                    $(0.09)
     Diluted               $(0.02)                    $(0.09)

    Shares used in computing per share amounts:
     Basic                 191,326                    189,907
     Diluted               191,326                    189,907


                                     Nine months ended December 31
                                              (unaudited)
                             2002           %           2001            %

    Net product revenue   $185,166            39     $232,489            46
    Consulting and
     support revenue       283,740            61      277,189            54
     Total revenue         468,906           100      509,678           100

    Cost of product revenue 32,879
7       31,937             6
    Cost of consulting
     and support revenue    53,586            11       58,691            12
     Total cost of revenue  86,465            18       90,628            18
     Gross margin          382,441            82      419,050            82

    Operating expenses:
     Product research and
      development
      expenses             123,764            26      133,487            26
     Sales and
      marketing expenses   208,298            44      217,344            43
     General and
      administrative
      expenses              34,472             8       40,059             8
     Amortization of
      goodwill and
      purchased intangibles    967             -       54,113            11
     Amortization of
      stock-based
      compensation          55,165            12       54,273            10
     Charges for acquired
      in-process research
      and development        4,524             1            -             -
     Restructuring and
      other charges         12,382             3       17,331             3
      Total operating
       expenses            439,572            94      516,607           101
     Operating loss       (57,131)          (12)     (97,557)          (19)

    Other income, net        4,059             1       14,284             3

    Loss before income
     taxes                (53,072)          (11)     (83,273)          (16)

    Benefit from
     income taxes         (23,667)           (5)     (18,977)           (3)
    Net loss             $(29,405)           (6)    $(64,296)          (13)

    Net loss per common share:
     Basic                 $(0.15)                    $(0.33)
     Diluted               $(0.15)                    $(0.33)

    Shares used in computing per share amounts:
     Basic                 190,489                    193,988
     Diluted               190,489                    193,988


                        Rational Software Corporation
                    Condensed Consolidated Balance Sheets
                                (in thousands)
                                                  December 31,     March 31,
                                                      2002           2002
                                                   (unaudited)
    Assets
    Current assets:
    Cash and cash equivalents and short-term
     investments                                  $1,045,149       $960,383
    Accounts receivable, net                         126,466        149,896
    Prepaid expenses and other assets                 18,316         24,525
    Deferred tax asset                                19,714         19,714
    Total current assets                           1,209,645      1,154,518

    Property and equipment, net                       79,654         91,254
    Goodwill and purchased intangibles, net          234,244        228,030
    Other assets, net                                 31,832         29,417
    Total assets                                  $1,555,375     $1,503,219

    Liabilities and stockholders' equity
    Current liabilities:
    Accounts payable                                 $10,067        $11,575
    Accrued employee benefits                         41,581         46,145
    Income taxes payable                              29,579         29,192
    Other accrued expenses                            52,998         42,445
    Accrued merger and integration expenses           11,382         11,511
    Deferred revenue                                 179,525        181,903
    Total current liabilities                        325,132        322,771

    Convertible subordinated notes                   500,000        500,000
    Other noncurrent liabilities                      26,764         42,472
    Total liabilities                                851,896        865,243

    Stockholders' equity:
    Common stock                                     797,387        702,479
    Accumulated deficit                             (93,908)       (64,503)
    Total stockholders' equity                       703,479        637,976
    Total liabilities and stockholders' equity    $1,555,375     $1,503,219

    Rational, the Rational logo, Rational Software Corporation, among others,
are trademarks or registered trademarks of Rational Software Corporation in
the United States and/or in other countries.  All other names are used for
identification purposes only and are trademarks or registered trademarks of
their respective companies.

    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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    CONTACT:
    Press, Bill Durling, Director of Corporate
    Communications, +1- 781-372-5886, bdurling@rational.com, or
    Financial, David Henshall, Chief Financial Officer,
    +1-408-863-4500, ir@rational.com, both of Rational Software
    Corporation