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Rational Software Reports Revenue and Pro Forma Net Income for The First Quarter of Fiscal Year 2002

   RATIONAL SOFTWARE LOGO
Rational Software logo. (PRNewsFoto)[AG]
LEXINGTON, MA USA
    CUPERTINO, Calif., July 10 /PRNewswire/ -- Rational Software Corporation
(Nasdaq: RATL), the e-development company(TM), today announced results for the
first fiscal quarter ended June 30, 2001.
    Revenue for the first quarter of fiscal 2002 increased to $175.8 million
from $170.3 million for the same quarter last year or an increase of 3%.
    The company reported pro forma net income and earnings per share on a
diluted basis for the first quarter of fiscal 2002 of $16.2 million and $0.08,
respectively, compared to pro forma net income and earnings per share of $26.9
million and $0.13, respectively, for the same period last year.  This reflects
a decrease in first quarter pro forma net income of 40% compared to the same
period last year.
    "As we stated last week, Rational was negatively impacted by weakness in
our international business -- particularly right at the end of the quarter,"
said Paul Levy, chairman and co-founder of Rational Software.  "Highlights of
the first quarter include the new products shipped in the latest release of
our flagship Rational Suite product line, the broadening of our customer base,
and the number of large deals we closed -- demonstrating the attractiveness of
Rational's value proposition to our customers.  We believe Rational is in a
strong position to accelerate our growth once the global economic environment
improves."
    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 first
quarter ended June 30, 2001 was $24.8 million and $0.13, respectively,
compared to as reported net income and earnings per share of $19.4 million and
$0.10, respectively, for the same period last year.
    Management will host a conference call to review today's announcement
beginning at 2:00 p.m. Pacific Daylight Time today, 5:00 p.m. Eastern Daylight
Time.  Domestic parties may access the call by dialing 1.888.769.8713.
International parties may access the call by dialing 312.470.7405.  The pass
code for both dial-in numbers is RATIONAL.  Interested parties may also listen
to the conference call via live broadcast over the Internet at
http://www.rational.com/corpinfo/investor/index.jsp.
    For those unable to participate in the live call, a replay will be
available approximately two hours after the earnings call ends.  The replay
numbers are 1.800.810.4033 for domestic callers and 402.280.1620 for
international callers.  No password is required for the replay.
    ( Photo:  http://www.newscom.com/cgi-bin/prnh/20010417/RATLLOGO )
    About Rational Software Corporation
    Rational Software provides a platform for software development that speeds
time-to-market while improving software quality. This integrated, full life-
cycle solution combines software engineering best practices, market-leading
tools, and professional services. Ninety of the Fortune 100 and 49 of the
Fortune e-50 build software with the Rational solution. This open platform is
extended by hundreds of partners providing more than 500 complementary
products and services. 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 $820.4 million in its twelve months ended June, 2001 and
employs more than 3,800 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/

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

                                          Three months ended June 30
                                                (unaudited)

                              2001             %         2000             %

    Net product revenue    $83,314            47      $99,300            58
    Consulting and
     support revenue        92,479            53       70,997            42
         Total revenue     175,793           100      170,297           100

    Cost of product revenue  4,498             3        5,820             3
    Cost of consulting
     and support revenue    20,400            11       18,176            11
         Total cost
          of revenue        24,898            14       23,996            14
         Gross margin      150,895            86      146,301            86

    Operating expenses:
    Product research and
     development expenses   47,661            27       31,900            19
    Sales and
     marketing expenses     73,564            42       70,950            41
    General and
     administrative
     expenses               12,964             7       10,025             6
         Total
          operating
          expenses         134,189            76      112,875            66
         Operating income   16,706            10       33,426            20
    Other income, net        6,393             3        4,982             3
    Income before
     income taxes           23,099            13       38,408            23
    Provision for
     income taxes            6,930             4       11,517             7
    Net income             $16,169             9      $26,891            16

    NOTE: PRO FORMA ONLY
    Net income per common share:
         Basic               $0.08         $0.15
         Diluted             $0.08         $0.13

    Shares used in computing per share amounts:
         Basic             196,872       182,968
         Diluted           211,369       201,330

    The above pro forma statements of operations for the quarter ended June
30, 2001 have been adjusted to present the Company'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
                                                             June 30
                                                           (unaudited)
                                                        2001           2000

    As reported net income (loss)                  $(24,808)        $19,361

    Activity relating to Catapulse:
      Deferred compensation                                -            190
      Research and development expenses                    -          6,393
      Interest earned on cash and cash equivalents         -        (1,053)
      Minority interest                                    -        (1,989)

    Total Catapulse activity, net of minority interest     -          3,541
    Amortization of goodwill and purchased intangibles,
     net of tax, relating to
     recent acquisitions                              19,637          3,989
    Amortization of stock based compensation,
     net of tax                                       10,941              -
    Restructuring costs, net of tax                   10,399              -
    Pro forma net income                             $16,169        $26,891



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

                                        Three months ended June 30
                                                (unaudited)

                              2001             %         2000             %


    Net product revenue    $83,314            47      $99,300            58
    Consulting and
     support revenue        92,479            53       70,997            42
         Total revenue     175,793           100      170,297           100


    Cost of product revenue  8,184             5        6,488             4
    Cost of consulting and
     support revenue        20,400            11       18,176            11
         Total cost
          of revenue        28,584            16       24,664            15
         Gross margin      147,209            84      145,633            85


    Operating expenses:
    Product research and
     development expenses   47,661            27       38,293            23
    Sales and marketing
     expenses               73,564            42       70,950            41
    General and
     administrative
     expenses               12,964             7       10,025             6
    Amortization of goodwill
     and purchased
     intangibles            17,987            10        3,321             2

    Amortization of stock
     based compensation     18,236            11          190             -
    Restructuring costs     17,331            10            -             -
         Total operating
          expenses         187,743           107      122,779            72
         Operating income
          (loss)          (40,534)          (23)       22,854            13

    Other income, net        6,393             3        6,035             4
    Income (loss)
     before income taxes  (34,141)          (20)       28,889            17
    Provision for
     income taxes          (9,333)           (6)       11,517             7
    Minority interest            -             -      (1,989)           (1)
    Net income (loss)    $(24,808)          (14)      $19,361            11


    Net income (loss) per common share:
         Basic             $(0.13)         $0.11
         Diluted           $(0.13)         $0.10

    Shares used in computing per share amounts:
         Basic             196,872       182,968
         Diluted           196,872       201,330


                          Rational Software Corporation
                      Condensed Consolidated Balance Sheets
                                  (in thousands)
                                                    June 30,      March 31
                                                      2001          2001
                                                  (unaudited)
    Assets
    Current assets:
       Cash and cash equivalents
        and short-term investments                  $984,332     $1,040,821
       Accounts receivable, net                      162,088        206,099
       Prepaid expenses and other assets              31,798         21,902
       Deferred tax asset                             16,727         16,727
         Total current assets                      1,194,945      1,285,549

    Property and equipment, net                      100,641        103,239
    Goodwill and purchased intangibles, net          291,938        294,824
    Other assets, net                                 26,331         25,711
         Total assets                             $1,613,855     $1,709,323

    Liabilities and stockholders' equity
    Current liabilities:
       Accounts payable                              $11,308        $23,909
       Accrued employee benefits                      38,364         68,624
       Income taxes payable                           25,608         30,788
       Other accrued expenses                         51,562         49,753
       Accrued merger and restructuring expenses      17,528         19,970
       Deferred revenue                              170,446        166,531
         Total current liabilities                   314,816        359,575

    Convertible subordinated notes                   500,000        500,000
    Long term deferred tax liabilities                43,906         57,900
    Other noncurrent liabilities                      24,574         25,594
         Total liabilities                           883,296        943,069

    Stockholders' equity:
       Common stock                                  743,922        754,809
       Retained earnings/(Accumulated deficit)      (13,363)         11,445
         Total stockholders' equity                  730,559        766,254
         Total liabilities and
          stockholders' equity                    $1,613,855     $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

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

      Financial:
     Timothy A. Brennan, Chief Financial Officer
     (408) 863-4500
     David Henshall, Treasurer
     (408) 863-4500
     ir@rational.com



SOURCE Rational Software Corporation




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