Rambus Inc.

Supplemental Reconciliation of GAAP to Non-GAAP Results

(In thousands)

(Unaudited)

Three Months Ended March 31,

2020

2019

Total operating expenses

$

58,943

$

68,595

Adjustments:

Stock-based compensation expense

(6,072)

(7,189)

Acquisition-related costs and retention bonus expense

(1,577)

—

Amortization of acquired intangible assets

(348)

(1,125)

Restructuring charges

(836)

(331)

Change in fair value of earn-out liability

1,800

—

Non-GAAP total operating expenses

$

51,910

$

59,950

Interest and other income (expense), net

$

3,819

$

5,142

Adjustments:

Interest income related to significant financing component from fixed-fee patent and technology licensing arrangements

(4,368)

(5,707)

Non-cash interest expense on convertible notes

1,773

1,678

Non-GAAP interest and other income (expense), net

$

1,224

$

1,113

Rambus Inc.

Reconciliation of GAAP Forward Looking Estimates to Non-GAAP Forward Looking Estimates

(In millions)

(Unaudited)

2020 Second Quarter Outlook

Three Months Ended
June 30, 2020

Low

High

Forward-looking operating costs and expenses

$

76.9

$

72.9

Adjustments:

Stock-based compensation expense

(6.1)

(6.1)

Amortization of acquired intangible assets

(5.0)

(5.0)

Forward-looking Non-GAAP operating costs and expenses

$

65.8

$

61.8

Forward-looking interest and other income (expense), net

$

3.1

$

3.1

Adjustments:

Interest income related to significant financing component from fixed-fee patent and technology licensing arrangements

(3.7)

(3.7)

Non-cash interest expense on convertible notes

1.8

1.8

Forward-looking Non-GAAP interest and other income (expense), net

$

1.2

$

1.2