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

   RATIONAL SOFTWARE LOGO
Rational Software logo. (PRNewsFoto)[JL]
LEXINGTON, MA USA
    CUPERTINO, Calif., Oct. 9 /PRNewswire/ --
Rational Software Corporation(R) (Nasdaq: RATL) today announced results for
the second fiscal quarter and six months ended September 30, 2001.
    Revenue for the second quarter and six months ended September 30, 2001 was
$163.7 million and $339.5 million, respectively, compared to $187.5 million
and $357.8 million, respectively, for the same periods last year.  This
reflects a decrease in second quarter and year-to-date revenues of 13% and 5%,
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 second quarter of fiscal 2002 of $9.5 million and $0.05,
respectively, compared to pro forma net income and earnings per share of $34.6
million and $0.17, respectively, for the same period last year.  This reflects
a decrease in second quarter pro forma net income of 73% compared to the same
period last year.
    The company reported pro forma net income and earnings per share on a
diluted basis for the six months ended September 30, 2001 of $25.7 million and
$0.12, respectively, compared to pro forma net income and earnings per share
of $61.5 million and $0.30, respectively, for the same periods last year.
This reflects a decrease in year-to-date pro forma net income of 58% compared
to the same period last year.
    "During the second quarter, the macro-economic environment and the
September 11th attacks on the United States presented us with a serious
challenge.  The fact that we are reporting solid second quarter results
highlights the focus, resolve and commitment of our team and our customers to
keep their businesses and our economy on track and moving forward," said Paul
Levy, chairman and co-founder of Rational Software.  "It is clear to us and to
our customers that developing software is increasing in strategic importance.
As a result, investing in better software development technology is emerging
as a higher investment priority for our customers.  Rational's momentum,
technical leadership, and the dedication of our team around the world will
enable us to seize the opportunity that these trends are presenting for us."
    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 second
quarter ended September 30, 2001 was $21.6 million and $0.11, respectively,
compared to as reported net income and earnings per share of $19.7 million and
$0.10, respectively, for the same period last year.
    As reported net loss and loss per share on a diluted basis for the six
months ended September 30, 2001 was $46.4 million and $0.24, respectively,
compared to as reported net income and earnings per share of $39.0 million and
$0.19, 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 $796.7 million in its twelve
months ended September 30, 2001, and over 3,800 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 September 30
                                              (unaudited)
                             2001            %         2000             %

    Net product revenue    $71,709            44     $107,966            58
    Consulting and support
     revenue                92,025            56       79,535            42
      Total revenue        163,734           100      187,501           100

    Cost of product revenue  7,113             4        7,926             4
    Cost of consulting and
     support revenue        18,778            12       20,291            11
      Total cost of revenue 25,891            16       28,217            15
      Gross margin         137,843            84      159,284            85

    Operating expenses:
     Product research and
      development expenses  43,245            27       34,129            18
     Sales and marketing
      expenses              72,249            44       73,631            39
     General and
      administrative
      expenses              13,401             8       10,687             6
      Total operating
       expenses            128,895            79      118,447            63
      Operating income       8,948             5       40,837            22
    Other income, net        4,656             3        8,579             4
    Income before income
     taxes                  13,604             8       49,416            26
    Provision for income
     taxes                   4,057             2       14,816             8
    Net income              $9,547             6      $34,600            18

    NOTE:  PRO FORMA ONLY
    Net income per common share:
      Basic                  $0.05                      $0.19
      Diluted                $0.05                      $0.17
    Shares used in computing per share amounts:
      Basic                195,184                    186,789
      Diluted              204,340                    205,858


                                     Six months ended September 30
                                             (unaudited)
                             2001           %           2000            %

    Net product revenue   $155,023            46     $207,266            58
    Consulting and support
     revenue               184,504            54      150,532            42
      Total revenue        339,527           100      357,798           100

    Cost of product
     revenue                11,612             3       13,746             4
    Cost of consulting and
     support revenue        39,177            12       38,467            11
      Total cost of
       revenue              50,789            15       52,213            15
      Gross margin         288,738            85      305,585            85

    Operating expenses:
     Product research and
      development expenses  90,905            26       66,029            18
     Sales and marketing
      expenses             145,813            43      144,581            41
     General and
      administrative
      expenses              26,365             8       20,712             6
      Total operating
       expenses            263,083            77      231,322            65
      Operating income      25,655             8       74,263            20
    Other income, net       11,048             3       13,561             4
    Income before
     income taxes           36,703            11       87,824            24
    Provision for
     income taxes           10,986             3       26,333             7
    Net income             $25,717             8      $61,491            17

    NOTE:  PRO FORMA ONLY
    Net income per common share:
      Basic                  $0.13                      $0.33
      Diluted                $0.12                      $0.30
    Shares used in computing per share amounts:
      Basic                196,028                    184,879
      Diluted              207,855                    203,594


    The above pro forma statements of operations for the quarter and six
months ended September 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          Six months ended
                                September 30               September 30
                                (unaudited)                 (unaudited)
                            2001           2000        2001           2000
    As reported net
     income (loss)       $(21,630)       $19,689    $(46,438)       $39,050
    Activity relating to
     Catapulse:
     Deferred compensation       -           190            -           380
     Research and
      development expenses       -        11,282            -        17,675
     Sales and marketing
      expenses                   -         4,765            -         4,765
     General and
      administrative expenses    -         1,412            -         1,412
     Interest earned on
      cash and cash equivalents  -         (969)            -       (2,022)
     Minority interest           -       (5,707)            -       (7,696)
    Total Catapulse activity,
     net of minority interest    -        10,973            -        14,514
    Amortization of goodwill
     and purchased intangibles,
     net of tax, relating to
     recent acquisitions    20,397         3,938       40,035         7,927
    Amortization of stock
     based compensation,
     net of tax             10,779             -       21,721             -
    Restructuring costs,
     net of tax                  -             -       10,399             -
    Pro forma net income    $9,547       $34,600      $25,717       $61,491


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

                                   Three months ended September 30
                                             (unaudited)
                             2001           %           2000            %

    Net product revenue    $71,709            44     $107,966            58
    Consulting and support
     revenue                92,025            56       79,535            42
      Total revenue        163,734           100      187,501           100

    Cost of product revenue 11,872             7        8,585             5
    Cost of consulting and
     support revenue        18,778            12       20,291            11
      Total cost of revenue 30,650            19       28,876            16
      Gross margin         133,084            81      158,625            84

    Operating expenses:
     Product research and
      development expenses  43,245            27       45,411            24
     Sales and marketing
      expenses              72,249            44       78,396            41
     General and
      administrative
      expenses              13,401             8       12,099             6
     Amortization of
      goodwill and purchased
      intangibles           18,107            11        3,278             2
     Amortization of
      stock-based
      compensation          17,966            11          190             -
     Restructuring costs         -             -            -             -
      Total operating
       expenses            164,968           101      139,374            73
      Operating income
       (loss)             (31,884)          (20)       19,251            11
    Other income, net        4,656             3        9,547             5
    Income (loss) before
     income taxes         (27,228)          (17)       28,798            16
    Provision for
     (benefit from)
     income taxes          (5,598)           (4)       14,816             8
    Minority interest            -             -      (5,707)           (3)
    Net income (loss)    $(21,630)          (13)      $19,689            11

    Net income (loss) per common share:
      Basic                $(0.11)                      $0.11
      Diluted              $(0.11)                      $0.10
    Shares used in computing per share amounts:
      Basic                195,184                    186,789
      Diluted              195,184                    205,858


                                    Six months ended September 30
                                             (unaudited)
                             2001           %           2000            %

    Net product revenue   $155,023            46     $207,266            58
    Consulting and support
     revenue               184,504            54      150,532            42
      Total revenue        339,527           100      357,798           100

    Cost of product
     revenue                20,057             5       15,073             4
    Cost of consulting
     and support revenue    39,177            12       38,467            11
      Total cost of revenue 59,234            17       53,540            15
      Gross margin         280,293            83      304,258            85

    Operating expenses:
     Product research and
      development expenses  90,905            26       83,704            23
     Sales and marketing
      expenses             145,813            43      149,346            42
     General and
      administrative
      expenses              26,365             8       22,124             6
     Amortization of
      goodwill and
      purchased intangibles 36,094            11        6,599             2
     Amortization of
      stock-based
      compensation          36,203            11          380             -
     Restructuring costs    17,331             5            -             -
      Total operating
       expenses            352,711           104      262,153            73
      Operating income
       (loss)             (72,418)          (21)       42,105            12
    Other income, net       11,048             3       15,582             4
    Income (loss) before
     income taxes         (61,370)          (18)       57,687            16
    Provision for
     (benefit from)
     income taxes         (14,932)           (4)       26,333             7
    Minority interest            -             -      (7,696)           (2)

    Net income (loss)    $(46,438)          (14)      $39,050            11

    Net income (loss) per common share:
      Basic                $(0.24)                      $0.21
      Diluted              $(0.24)                      $0.19

    Shares used in computing per share amounts:
      Basic                196,028                    184,879
      Diluted              196,028                    203,594


                        Rational Software Corporation
                    Condensed Consolidated Balance Sheets
                                (in thousands)

                                                  September 30,March 31,
                                                      2001           2001
                                                   (unaudited)
    Assets
    Current assets:
     Cash and cash equivalents and short-term
      investments                                   $929,699     $1,040,821
     Accounts receivable, net                        141,951        206,099
     Prepaid expenses and other assets                30,467         21,902
     Deferred tax asset                               16,727         16,727
      Total current assets                         1,118,844      1,285,549

    Property and equipment, net                      100,458        103,239
    Goodwill and purchased intangibles, net          271,652        294,824
    Other assets, net                                 26,853         25,711
      Total assets                                $1,517,807     $1,709,323

    Liabilities and stockholders' equity
    Current liabilities:
     Accounts payable                                $14,095        $23,909
     Accrued employee benefits                        43,803         68,624
     Income taxes payable                             28,455         30,788
     Other accrued expenses                           40,520         49,753
     Accrued merger and integration expenses          17,280         19,970
     Deferred revenue                                162,931        166,531
      Total current liabilities                      307,084        359,575

    Convertible subordinated notes                   500,000        500,000
    Long term deferred tax liabilities                35,899         57,900
    Other noncurrent liabilities                      23,406         25,594
      Total liabilities                              866,389        943,069

    Stockholders' equity:
     Common stock                                    686,411        754,809
     Retained earnings/(Accumulated deficit)        (34,993)         11,445
      Total stockholders' equity                     651,418        766,254
      Total liabilities and stockholders' equity  $1,517,807     $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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