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Rational Software Reports Record Revenue and Pro Forma Net Income for Fourth Quarter of Fiscal Year 2001

   RATIONAL SOFTWARE LOGO
Rational Software logo. (PRNewsFoto)[AG]
LEXINGTON, MA USA
    CUPERTINO, Calif., April 17 /PRNewswire/ -- Rational Software Corporation
(Nasdaq: RATL), the e-development company, today announced results for the
fourth fiscal quarter and fiscal year ended March 31, 2001.
    Revenue for the fourth quarter and fiscal year ended March 31, 2001 was
$241.7 million and $814.9 million, respectively, compared to $180.4 million
and $572.2 million respectively, for the same periods last year.  This
reflects an increase in fourth quarter and fiscal year revenues of 34% and
42%, respectively, compared to the same periods last year.
    The company reported pro forma net income and earnings per share on a
diluted basis for the fourth quarter ended March 31, 2001 of $45.9 million and
$0.22, respectively, compared to pro forma net income and earnings per share
of $34.9 million and $0.18, respectively, for the same period last year.  This
reflects an increase in fourth quarter pro forma net income of 32% compared to
the same period last year.
    "Rational's fourth quarter caps off a remarkable year for the company,
with year-to-year growth of more than 40%," said Paul Levy, chairman and co-
founder of Rational Software.  "The recent macroeconomic environment, however,
did present us with a challenging fourth quarter.  Even in this tough economic
environment, we saw excellent focus and tactical execution from all parts of
the company, and in particular from our field sales teams around the world."
    "Our mission remains the same: help customers build software better and
faster," said Levy.  "We believe that companies who depend on software for
their success will continue to depend on Rational."
    The company reported pro forma net income and earnings per share on a
diluted basis for the year ended March 31, 2001 of $147.6 million and $0.72,
respectively, compared to pro forma net income and earnings per share of $94.5
million and $0.49, respectively, for fiscal 2000.  This reflects an increase
in fiscal year net income of 56% compared to fiscal 2000.
    Pro forma net income and earnings per share for the periods reported
exclude one-time charges for purchased in-process R&D, amortization of
goodwill and purchased intangibles and amortization of stock-based
compensation related to recent acquisitions, 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 income and earnings per share on a diluted basis for the
fourth quarter ended March 31, 2001 was $6.6 million and $0.03, respectively,
compared to as reported net income and earnings per share of $25.9 million and
$0.13, respectively, for the same period last year.
    As reported net income and earnings per share on a diluted basis for the
year ended March 31, 2001 was $72.1 million and $0.35, respectively, compared
to as reported net income and earnings per share of $85.3 million and $0.45,
respectively, for fiscal 2000.

    Statements contained in this press release may include "forward looking"
statements within the meaning of the Private Securities Litigation Reform
Act of 1995, particularly statements in this press release relating to
continued dependence on the company.  The actual future results of the
company could differ materially from those described herein.  Certain risks
which could cause actual results to differ materially include competition in
the marketplace and dependence by the company on the growth of the market
for sophisticated software development tools.  For a more complete list of
risk factors, see our recent filings with the Securities and Exchange
Commission.

    About Rational Software Corporation
    Rational Software Corporation (Nasdaq: RATL), the e-development company,
helps organizations develop and deploy software for e-business,
infrastructure, and devices and embedded systems through a combination of
tools, services and software engineering best practices.  Rational's e-
development solution helps organizations overcome the software development
paradox by accelerating time to market while improving quality.  Rational's
integrated solution simplifies the process of acquiring, deploying and
supporting a comprehensive software development platform, reducing total cost
of ownership.  IDC has recognized Rational as the revenue leader in multiple
application development and deployment markets for four years in a row.
Founded in 1981, Rational, one of the world's largest software companies, had
revenues of $815 million in its fiscal year ended March, 2001 and employs more
than 3,700 people around the world.  Rational is a component of the Nasdaq-100
Index(R).  Additional information is available on the Internet at
http://www.rational.com .

    (Photo:  http://www.newscom.com/cgi-bin/prnh/20010417/RATLLOGO )


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

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

    Net product revenue   $141,565            59     $114,393            63
    Consulting and
     support revenue       100,115            41       66,026            37
      Total revenue        241,680           100      180,419           100

    Cost of product
     revenue                 7,531             3        7,851             4
    Cost of consulting and
     support revenue        25,907            11       19,797            11
      Total cost of
       revenue              33,438            14       27,648            15
      Gross margin         208,242            86      152,771            85
    Product research and
     development expenses   47,741            20       28,674            16
    Sales and marketing
     expenses               92,623            38       65,476            36
    General and
     administrative
     expenses               11,914             5       13,535             8
      Total operating
       expenses            152,278            63      107,685            60
      Operating income      55,964            23       45,086            25

    Other income, net        9,606             4        3,358             2

    Income before income
     taxes                  65,570            27       48,444            27
    Provision for income
     taxes                  19,671             8       13,564             8
    Net income             $45,899            19      $34,880            19

    NOTE:  PRO FORMA ONLY
    Net income per
     common share - basic    $0.23                      $0.19
    Shares used in
     computing per share
     amounts - basic       195,336                    179,394
    Net income per
     common share - diluted  $0.22                      $0.18
    Shares used in
     computing per share
     amounts - diluted     211,923                    197,816

                                         Year ended March 31
                            2001             %         2000             %

    Net product revenue   $477,726            59     $354,497            62
    Consulting and
     support revenue       337,209            41      217,693            38
      Total revenue        814,935           100      572,190           100

    Cost of product
     revenue                28,514             3       26,629             5
    Cost of consulting and
     support revenue        89,227            11       59,607            10
      Total cost of
       revenue             117,741            14       86,236            15
      Gross margin         697,194            86      485,954            85
    Product research and
     development expenses  151,655            19       98,627            17
    Sales and marketing
     expenses              321,311            39      220,529            39
    General and
     administrative
     expenses               45,171             6       47,124             8
      Total operating
       expenses            518,137            64      366,280            64
      Operating income     179,057            22      119,674            21

    Other income, net       31,827             4       11,628             2

    Income before income
     taxes                 210,884            26      131,302            23
    Provision for income
     taxes                  63,251             8       36,765             6
    Net income            $147,633            18      $94,537            17

    NOTE:  PRO FORMA ONLY
    Net income per
     common share - basic    $0.78                      $0.54
    Shares used in
     computing per share
     amounts - basic       188,566                    175,458
    Net income per
     common share - diluted  $0.72                      $0.49
    Shares used in
     computing per share
     amounts - diluted     206,211                    191,274

    The above pro forma statements of operations for the quarter and year
ended March 31, 2001 have been adjusted to present the Company's operating
results excluding acquisition costs related to recent acquisitions, (including
amortization of goodwill and purchased intangibles, amortization of stock
based compensation and purchased in-process R&D) operating expenses incurred
by Catapulse Inc., and related adjustments for income taxes.

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

                             Three months ended          Fiscal year ended
                                  March 31                   March 31
                                (unaudited)
                             2001         2000         2001          2000

    As reported net income  $6,561       $25,916      $72,144       $85,314

    Activity relating
     to Catapulse:
     Deferred compensation     389           281        1,989           281
     Research and
      development expenses   4,281         3,424       31,853         3,938
     Sales and marketing
      expenses                 794             -        8,817             -
     General and
      administrative expenses  436             -        3,396             -
     Interest earned on
      cash and cash
      equivalents            (151)         (974)      (2,882)       (1,229)
     Minority interest     (1,888)       (1,084)     (15,323)       (1,084)
    Total Catapulse
     activity, net of
     minority interest       3,861         1,647       27,850         1,906

    Amortization of
     goodwill and purchased
     intangibles, net of
     tax, relating to
     recent acquisitions    12,436         3,788       24,598         3,788

    Amortization of
     stock based
     compensation,
     net of tax              7,219             -        7,219             -

    Purchased in-process
     R&D relating to
     recent acquisitions    15,822         3,529       15,822         3,529

    Pro forma net income   $45,899       $34,880     $147,633       $94,537


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

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

    Net product revenue   $141,565            59     $114,393            63
    Consulting and
     support revenue       100,115            41       66,026            37
      Total revenue        241,680           100      180,419           100

    Cost of product
     revenue                 9,838             4        8,519             5
    Cost of consulting and
     support revenue        25,907            11       19,797            11
      Total cost of
       revenue              35,745            15       28,316            16
      Gross margin         205,935            85      152,103            84

    Product research and
     development expenses   52,411            22       32,379            18
    Sales and marketing
     expenses               93,417            39       65,476            36
    General and
     administrative
     expenses               12,350             4       13,535             7
    Amortization of
     goodwill and
     purchased intangibles  12,204             5        3,120             2
    Amortization of
     stock based
     compensation           12,032             5            -             -
    Purchased
     in-process R&D         15,822             7        3,529             2
      Total operating
       expenses            198,236            82      118,039            65
      Operating income       7,699             3       34,064            19
    Other income, net        9,757             4        4,332             2
    Income before
     income taxes           17,456             7       38,396            21
    Provision for
     income taxes           12,783             5       13,564             7
    Minority interest      (1,888)           (1)      (1,084)           (1)
    Net income              $6,561             3      $25,916            15

    Net income per
     common share - basic    $0.03                      $0.14
    Shares used in
     computing per share
     amounts - basic       195,336                    179,394
    Net income per
     common share - diluted  $0.03                      $0.13
    Shares used in
     computing per share
     amounts - diluted     211,923                    197,816

                                         Year ended March 31
                             2001           %          2000             %

    Net product revenue   $477,726            59     $354,497            62
    Consulting and
     support revenue       337,209            41      217,693            38
      Total revenue        814,935           100      572,190           100

    Cost of product
     revenue                32,817             4       27,297             5
    Cost of consulting and
     support revenue        89,227            11       59,607            10
      Total cost of
       revenue             122,044            15       86,904            15
      Gross margin         692,891            85      485,286            85

    Product research and
     development expenses  185,497            23      102,846            18
    Sales and marketing
     expenses              330,128            41      220,529            38
    General and
     administrative
     expenses               48,567             5       47,124             8
    Amortization of
     goodwill and
     purchased intangibles  22,370             3        3,120             1
    Amortization of
     stock based
     Compensation           12,032             1            -             -
    Purchased
     in-process R&D         15,822             2        3,529             1
      Total operating
       expenses            614,416            75      377,148            66
      Operating income      78,475            10      108,138            19
    Other income, net       34,709             4       12,857             2
    Income before
     income taxes          113,184            14      120,995            21
    Provision for
     income taxes           56,363             7       36,765             6
    Minority interest     (15,323)           (2)      (1,084)             -
    Net income             $72,144             9      $85,314            15

    Net income per
     common share - basic    $0.38                      $0.49
    Shares used in
     computing per share
     amounts - basic       188,566                    175,458
    Net income per
     common share - diluted  $0.35                      $0.45
    Shares used in
     computing per share
     amounts - diluted     206,211                    191,274

                        Rational Software Corporation
                    Condensed Consolidated Balance Sheets
                                (in thousands)
                                                   March 31,March 31,
                                                     2001             2000
    Assets
     Current assets:
      Cash and cash equivalents and short-term
       investments                                $1,040,821       $906,311
      Accounts receivable, net                       206,099        148,818
      Prepaid expenses and other assets               21,902         10,671
      Deferred tax asset                              16,727          9,384
       Total current assets                        1,285,549      1,075,184

    Property and equipment, net                      103,239         52,440
    Goodwill and purchased intangibles               294,824         54,064
    Long term deferred tax assets                    142,608         26,292
    Other assets, net                                 25,711         17,796
    Total assets                                  $1,851,931     $1,225,776

    Liabilities and stockholders' equity
     Current liabilities:
      Accounts payable                               $23,909         $8,496
      Accrued employee benefits                       68,624         49,290
      Income taxes payable                            30,788         24,323
      Other accrued expenses                          49,753         33,257
      Accrued merger and integration expenses         44,854          5,147
      Deferred revenue                               166,531        122,813
       Total current liabilities                     384,459        243,326

    Convertible subordinated notes                   500,000        500,000
    Long term deferred tax liabilities               200,508              -
    Other noncurrent liabilities                         710          1,668
       Total liabilities                           1,085,677        744,994

    Minority interest                                      -         24,475

    Stockholders' equity:
     Common stock                                    754,809        517,006
     Retained earnings/(Accumulated deficit)          11,445       (60,699)
       Total stockholders' equity                    766,254        456,307
    Total liabilities and stockholders' equity    $1,851,931     $1,225,776

    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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    CONTACT:
    Bill Durling, Director of Corporate
    Communications, 781-372- 5886, bdurling@rational.com, or
    Financial: Timothy A. Brennan, Chief Financial Officer,
    408-863-4500, or David Henshall, Treasurer, 408-863-4261,
    ir@rational.com, all of Rational Software Corporation