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Rational Software Reports Revenue and Pro Forma Net Income For the First Quarter of Fiscal Year 2003

   RATIONAL SOFTWARE LOGO
Rational Software logo. (PRNewsFoto)[JL]
LEXINGTON, MA USA
    CUPERTINO, Calif., July 18 /PRNewswire-FirstCall/ --
Rational Software Corporation (Nasdaq: RATL) today announced results for the
fiscal quarter ended June 30, 2002.
    (Photo:  http://www.newscom.com/cgi-bin/prnh/20010417/RATLLOGO )
    Revenue for the first quarter of fiscal 2003 decreased to $152.5 million
from $175.8 million for the same quarter last year or a decrease of 13
percent.
    Rational reported pro forma net income and earnings per share on a diluted
basis for the first quarter of fiscal 2003 of $7.3 million and $0.04,
respectively, compared to pro forma net income and earnings per share of $16.2
million and $0.08, respectively, for the same period last year.  This reflects
a decrease in pro forma net income of 55 percent compared to the same period
last year.
    Pro forma net income and earnings per share for the periods reported
exclude amortization of goodwill and purchased intangibles, amortization of
stock-based compensation related to recent acquisitions, and restructuring
charges.
    As reported net loss and loss per share on a diluted basis for the first
quarter ended June 30, 2002 was $6.5 million and $0.03, respectively, compared
to as reported net loss and loss per share on a diluted basis of $24.8 million
and $0.13, respectively, for the same period last year. As a consequence of
adopting the Statement of Financial Accounting Standards 142 as of April 1,
2002, the non-cash charges related to amortization of goodwill and
intangibles, net of tax, dropped from $19.6 million in the quarter ended June
30, 2001 to $2.9 million in the quarter ended June 30, 2002.

    Business Outlook
    For the quarter ending September 30, 2002, management currently expects
revenue to be in the range of between $145 and $155 million, and pro forma
earnings per share on a diluted basis to be in the range of $0.03 to $0.04.
    For the full fiscal year ending March 31, 2003, management currently
expects revenue to be in the range of between $625 million and $660 million,
and pro forma earnings per share on a diluted basis to be in the range of
$0.20 to $0.25.
    In addition, management currently expects the company to record a
restructuring charge in the range of $5 million to $15 million in the quarter
ending September 30, 2002, as a result of the cessation of selected
development activities associated with the company's hosted development
service.  The effect of this anticipated charge is not reflected in the
expected pro forma results for the quarter ending September 30, 2002 or the
year ending March 31, 2003, provided above.   Expected pro forma earnings per
share for the future periods discussed excludes amortization of goodwill and
purchased intangibles, amortization of stock-based compensation related to
recent acquisitions, and restructuring charges.
    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 1-888-276-0010 and
international callers can listen at 1-612-332-0226 or 1-612-288-0337.  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 644557, and it will
be available to callers until approximately 11:00 p.m. Pacific Time on
Thursday, July 25, 2002.  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 $666.4 million in its twelve
months ended June 30, 2002, and over 3,500 employees worldwide.  Rational is a
member of the S&P 500 Index and a component of the Nasdaq-100 Index(R).
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
discontinued development activities associated with the company's hosted
development service.  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 and the company's ability to
manage expenses associated with the cessation of its development activities
associated with the company's hosted development service.  More detailed
information about these factors is set forth in the reports filed by Rational
Software 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.

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

                                       Three months ended June 30
                                            (unaudited)
                             2002             %         2001              %

    Net product revenue    $59,479            39      $83,314            47
    Consulting and support
     revenue                92,985            61       92,479            53
         Total revenue     152,464           100      175,793           100

    Cost of product revenue  5,357             3        4,498             3
    Cost of consulting
     and support revenue    17,583            12       20,400            11
         Total cost of
          revenue           22,940            15       24,898            14
          Gross margin     129,524            85      150,895            86

    Operating expenses:
    Product research and
     development expenses   41,910            28       47,661            27
    Sales and marketing
     expenses               68,924            45       73,564            42
    General and
     administrative
     expenses               11,247             7       12,964             7
         Total operating
          expenses         122,081            80      134,189            76
         Operating income    7,443             5       16,706            10
    Other income, net        2,690             2        6,393             3
    Income before
     income taxes           10,133             7       23,099            13
    Provision for
     income taxes            2,837             2        6,930             4
    Net income              $7,296             5      $16,169             9

    NOTE:  PRO FORMA ONLY
    Net income per common share:
          Basic              $0.04                       $0.08
          Diluted            $0.04                       $0.08

    Shares used in computing per share amounts:
          Basic            190,057                     196,872
          Diluted          197,061                     211,369

    The above pro forma statements of operations have been adjusted to present
Rational's operating results excluding amortization of goodwill and purchased
intangibles, amortization of stock-based compensation related to recent
acquisitions, and restructuring charges.



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


                                                      Three months ended
                                                           June 30
                                                         (unaudited)
                                                      2002           2001

    As reported net loss                            $(6,484)      $(24,808)

    Amortization of goodwill and
     purchased intangibles,
     net of tax,
     relating to recent acquisitions                   2,938         19,637

    Amortization of stock based
     compensation, net of tax                         10,842         10,941

    Restructuring costs, net of tax                        -         10,399

    Pro forma net income                              $7,296        $16,169


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


                                   Three months ended June 30
                                           (unaudited)
                             2002             %         2001             %

    Net product revenue    $59,479            39      $83,314            47
    Consulting and
     support revenue        92,985            61       92,479            53
         Total revenue     152,464           100      175,793           100

    Cost of product revenue  9,946             6        8,184             5
    Cost of consulting
     and support revenue    17,583            12       20,400            11
         Total cost of
          revenue           27,529            18       28,584            16
         Gross margin      124,935            82      147,209            84


    Operating expenses:
    Product research and
     development expenses   41,910            28       47,661            27
    Sales and marketing
     expenses               68,924            45       73,564            42
    General and
     administrative
     expenses               11,247             7       12,964             7
    Amortization of goodwill
     and purchased
     intangibles               307             -       17,987            10
    Amortization of stock
     based compensation     18,071            12       18,236            11
    Restructuring costs          -             -       17,331            10
         Total operating
          expenses         140,459            92      187,743           107
         Operating loss   (15,524)          (10)     (40,534)          (23)

    Other income, net        2,690             2        6,393             3
    Loss before income
     taxes                (12,834)           (8)     (34,141)          (20)
    Benefit from income
     taxes                 (6,350)           (4)      (9,333)           (6)
    Net loss              $(6,484)           (4)    $(24,808)          (14)


     Net loss per common share:
          Basic           $(0.03)                     $(0.13)
          Diluted         $(0.03)                     $(0.13)

     Shares used in computing per share amounts:
          Basic          190,057                      196,872
          Diluted        190,057                      196,872


                        Rational Software Corporation
                    Condensed Consolidated Balance Sheets
                                (in thousands)

                                                    June 30,       March 31,
                                                     2002            2002
                                                  (unaudited)
    Assets
    Current assets:
       Cash and cash equivalents and
        short-term investments                    $1,014,326       $960,383
       Accounts receivable, net                      119,799        149,896
       Prepaid expenses and other assets              24,085         24,525
       Deferred tax asset                             19,714         19,714
         Total current assets                      1,177,924      1,154,518

    Property and equipment, net                       90,537         91,254
    Goodwill and purchased intangibles, net          223,112        228,030
    Other assets, net                                 29,513         29,417
         Total assets                             $1,521,086     $1,503,219

    Liabilities and stockholders' equity
    Current liabilities:
       Accounts payable                              $10,903        $11,575
       Accrued employee benefits                      36,562         46,145
       Income taxes payable                           29,156         29,192
       Other accrued expenses                         46,108         42,445
       Accrued merger and integration expenses        12,019         11,511
       Deferred revenue                              182,283        181,903
         Total current liabilities                   317,031        322,771

    Convertible subordinated notes                   500,000        500,000
    Long term deferred tax liabilities                 9,751         11,921
    Other noncurrent liabilities                      28,366         30,551
         Total liabilities                           855,148        865,243

    Stockholders' equity:
       Common stock                                  736,925        702,479
       Accumulated deficit                          (70,987)       (64,503)
         Total stockholders' equity                  665,938        637,976
         Total liabilities and stockholders'
          equity                                  $1,521,086     $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:
    Bill Durling, Director of Corporate
    Communications, +1-781-372- 5886, bdurling@rational.com, or David
    Henshall, Chief Financial Officer, +1- 408-863-4500,
    ir@rational.com, both of Rational Software Corporation