Rambus Inc.

Supplemental Reconciliation of GAAP to Non-GAAP Results

(In thousands)

(Unaudited)

Three Months Ended

March 31,

2021

2020

Cost of product revenue

$

11,410

$

10,343

Adjustment:

Stock-based compensation expense

(89)

—

Non-GAAP cost of product revenue

$

11,321

$

10,343

Total operating expenses

$

56,513

$

59,354

Adjustments:

Stock-based compensation expense

(6,501)

(6,072)

Acquisition-related costs and retention bonus expense

(655)

(1,577)

Amortization of acquired intangible assets

(229)

(348)

Restructuring charges

(368)

(836)

Expense on abandoned operating leases

(521)

—

Restatement and shareholder activist costs

(2,956)

—

Facility restoration costs

—

(411)

Change in fair value of earn-out liability

—

1,800

Non-GAAP total operating expenses

$

45,283

$

51,910

Interest and other income (expense), net

$

367

$

3,888

Adjustments:

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

(2,842)

(4,437)

Non-cash interest expense on convertible notes

1,874

1,773

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

$

(601)

$

1,224

Rambus Inc.

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

(In millions)

(Unaudited)

2021 Second Quarter Outlook

Three Months Ended

June 30, 2021

Low

Forward-looking operating costs and expenses

$

73.7

$

69.7

Adjustments:

Stock-based compensation expense

(8.0)

(8.0)

Amortization of acquired intangible assets

(4.7)

(4.7)

Forward-looking Non-GAAP operating costs and expenses

$

61.0

$

57.0

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

$

(0.5)

$

(0.5)

Adjustments:

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

(2.4)

(2.4)

Non-cash interest expense on convertible notes

1.9

1.9

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

$

(1.0)

$

(1.0)