The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto and other financial data included elsewhere herein. Certain statements under this caption constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, and, as such, are based on current expectations and are subject to certain risks and uncertainties. You should not place undue reliance on these forward-looking statements for reasons including those risks discussed under Part II - Other Information, Item 1A "Risk Factors," elsewhere in this Quarterly Report on Form 10-Q, and in our Annual Report on Form 10-K for the year ended December 31, 2008. Forward-looking statements may be identified by the use of forward-looking words or phrases such as "will," "may," "believe," "expect," "intend," "anticipate," "could," "should," "plan," "estimate," and "potential," or other similar words.

Significant Estimates. The preparation of our consolidated financial statements and related disclosures in conformity with generally accepted accounting principles in the United States requires us to make estimates and judgments that affect the amounts reported in our financial statements and accompanying notes. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty. On an ongoing basis we re-evaluate our judgments and estimates including those related to bad debts and sales returns and allowances, inventories, long-lived assets, intangible assets (including goodwill), income taxes, accrued expenses and other contingencies. We base our estimates and judgments on our historical experience, market trends, financial forecasts and projections and on other assumptions that we believe are reasonable under the circumstances, and apply them on a consistent basis. Any factual errors or errors in these estimates and judgments may have a material impact on our financial condition and operating results.

Results for the quarter ended December 31, 2008 included a charge of $815,000 against cost of product sales as an estimate of a loss contingency to cover anticipated customer warranty and associated costs arising from previously announced in-field failures of one of our products. This charge represents an amount within a range of a potential warranty claim that can be reasonably estimated with currently available information. Future estimates and the final amount of the charge could change depending on various factors, including, among others, a change in contemplated remediation actions, the Company's potential to be liable for any of the customer's consequential losses, changes in the estimated time to complete remediation, and laws governing warranty and remediation requirements. During the three months ended March 31, 2009, the Company paid $25,000 to our insurance company for our deductible and reduced our liability accordingly. The estimated cost of the charge could be materially different than the estimated liability of the Company has recorded in the June 30, 2009 financial statements.

Negotiations are ongoing between the Company, its insurance carrier and the customer regarding the previously announced request for payment for losses resulting from in-field failures of one of our semiconductor memory products. Ramtron does not have a basis for any change in the previously recorded loss contingency estimate at this time.

Recognition of Revenue. Revenue from product sales to direct customers and distributors is recognized upon shipment as we generally do not have any post-shipment obligations or allow for any acceptance provisions. In the event a situation occurs to create a post-shipment obligation, we would defer revenue recognition until the specific obligation was satisfied. We defer recognition of sales to distributors when we are unable to make a reasonable estimate of product returns due to insufficient historical product return information. The revenue recorded is dependent upon estimates of expected customer returns and sales discounts based upon both historical data and management estimates.

Revenue from licensing programs is recognized over the period we are required to provide services under the terms of the agreement. Revenue from research and development activities that are funded by customers is recognized as the services are performed. Revenue from royalties is recognized upon the notification to us of shipment of product from our technology license partners to direct customers.

Inventory Valuation/Scrap. We write-down our inventory, with a resulting increase in our scrap expense, for estimated obsolescence or lack of marketability for the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

Allowance for Doubtful Accounts and Returns. We seek to maintain a stringent credit approval process although our management must make significant judgments in assessing our customers' ability to pay at the time of shipment. Despite this assessment, from time to time, customers are unable to meet their payment obligations. If we are aware of a customer's inability to meet its financial obligations to us, we record an allowance to reduce the

Table of Contents

receivable to the amount we believe we will be able to collect from the customer. For all other customers, we record an allowance based upon the amount of time the receivables are past due. If actual accounts receivable collections differ from these estimates, an adjustment to the allowance may be necessary with a resulting effect on operating expense. We continue to monitor customers' credit worthiness, and use judgment in establishing the estimated amounts of customer receivables which will ultimately not be collected.

In addition, our distributors have a right to return products under certain conditions. We recognize revenue on shipments to distributors at the time of shipment, along with a reserve for estimated returns based on historical data and future estimates.

Deferred Income Taxes. As part of the process of preparing our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, we are required to estimate our income taxes on a consolidated basis. We record deferred tax assets and liabilities for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts recorded in the consolidated financial statements, and for operating loss and tax credit carryforwards. Realization of the recorded deferred tax assets is dependent upon our generating sufficient taxable income in future years to obtain benefit from the reversal of net deductible temporary differences and from tax credit and operating loss carryforwards. A valuation allowance is provided to the extent that management deems it more likely than not that the net deferred tax assets will not be realized. The amount of deferred tax assets considered realizable is subject to adjustment up or down in future periods if estimates of future taxable income are changed. Future adjustments could materially affect our financial results as reported in conformity with accounting principles generally accepted in the United States of America and, among other effects, could cause us not to achieve our projected results.

In assessing the potential to realize our deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax assets and liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that we will realize the benefits of these deductible differences. The amount of the deferred tax assets considered realizable, however, could be reduced if estimates of future taxable income during the carryforward period are reduced.

Long-lived Assets. We review the carrying values of long-lived assets whenever events or changes in circumstances indicate that such carrying values may not be recoverable. Under current standards, the assets must be carried at historical cost if the projected cash flows from their use will recover their carrying amounts on an undiscounted basis and without considering interest. However, if projected cash flows are less than their carrying value, the long-lived assets must be reduced to their estimated fair value. Considerable judgment is required to project such cash flows and, if required, estimate the fair value of the impaired long-lived asset. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance and may differ from actual cash flows. There can be no assurance that future long-lived asset impairments will not occur.

Goodwill. Goodwill represents the excess of the purchase price over the fair value of identifiable net tangible and intangible assets acquired in a business combination. Goodwill is required to be tested for impairment annually or more frequently if events or changes in circumstances indicate that goodwill may be impaired. We performed our annual goodwill impairment testing as of October 31, 2008, and determined that no impairment existed at that date. We tested goodwill for impairment again on March 1, 2009 and wrote the carrying value to zero. This assessment required estimates of future revenue, operating results and cash flows, as well as estimates of critical valuation inputs such as discount rates, terminal values and similar data.

Share-based Payment Assumptions. We estimate volatility, forfeitures, and expected term of our options granted based upon historical data. All of these variables have an effect on the estimated fair value of our share-based awards.

We are a fabless semiconductor company that designs, develops and markets specialized semiconductor memory, microcontroller, and integrated semiconductor solutions, used in many markets for a wide range of applications. We pioneered the integration of ferroelectric materials into semiconductor products, which enabled the development of a new class of nonvolatile memory products, called ferroelectric random access memory (F-RAM). F-RAM products merge the advantages of multiple memory technologies into a single device that is able to retain information without a power source, can be read from and written to at very fast speeds and written to many times, and consumes low amounts of power and can simplify the design of electronic systems. In many cases, we are the sole provider of F-RAM enabled semiconductor products, which facilitates close customer relationships, long application lifecycles and the potential for high-margin sales.

We also integrate analog and mixed-signal functions such as microprocessor supervision, tamper detection, timekeeping, and power failure detection onto a single device with our F-RAM. This has enabled a new class of products that addresses the growing market need for more efficient and cost effective semiconductor products.

Business Highlights:

On June 24, 2009, Ramtron International Corporation ("Company") and Silicon Valley Bank, a subsidiary of Silicon Valley Bancshares ("SVB") entered into a Sixth Amendment ("Amendment") to the Company's Amended and Restated Loan and Security Agreement dated September 14, 2005, as amended ("Amended Loan Agreement"). The Amendment extends our revolving secured credit facility with SVB for the purposes permitted in the Amended Loan Agreement, previously scheduled to terminate on June 27, 2009, during which period the Company intends to pursue negotiation of a new revolving secured credit facility with SVB. Pursuant to the Amendment, the $4 million revolving secured credit facility will now expire on September 1, 2009. The Amendment also permits the Company to enter into capital leases in an aggregate amount of no more than $3,000,000, provided that notice of such capital leases is given to SVB. Interest on the revolving facility is set at a floating rate equal to the prime lending rate plus 0.50% per year, with a minimum interest rate of 6.00% per year. We have started negotiations to renew our revolving secured credit facility with Silicon Valley Bank, which will provide us access to funds past the current September 1, 2009 expiration date that may be needed for future capital expenditures or working capital, but there can be no assurances that the revolving credit facility will be renewed or that the terms will be acceptable to the Company.

Table of Contents

Three-Month Financial Highlights:

Total revenue in for the three months ended June 30, 2009 was $11 million, which was decrease of 29% from $15.5 million in 2008.

The Company booked restructuring charge of $327,000 during the three months ended June 30, 2009 related to restructuring and cost saving measures that were implemented in March 2009.

Net loss was $302,000, or $0.01 per share, for the three months ended June 30, 2009, compared with net income of $779,000, or $0.03 per share, for the three months ended June 30, 2008. Results for the three months ended June 30, 2009 included restructuring expenses of $327,000. No such charges were booked in 2008.

Product gross margin for the three months ended June 30, 2009 was 47%, which was 6% lower than the 53% gross margin for the three months ended June 30, 2008.

Six-Month Financial Highlights:

Total revenue in for the six months ended June 30, 2009 was $21.5 million, which was decrease of 28% from $29.8 million in 2008.

The Company booked restructuring expenses and impairment charges of $6.2 million during the six months ended June 30, 2009 primarily related to severance payments and accruals, and goodwill and intangible asset impairment charges.

Net loss was $6.7 million, or $0.25 per share, for the six months ended June 30, 2009, compared with net income of $1.3 million, or $0.05 per share, for the six months ended June 30, 2008. Results for the six months ended June 30, 2009 included restructuring and impairment charges of $6.2 million. No such charges were booked in 2008.

Product gross margin for the six months ended June 30, 2009 was 46%, which was 7% lower than the 53% gross margin for the six months ended June 30, 2008.

Product Revenue Highlights:

Product revenue was $10.4 million for the three months ended June 30, 2009, which was 31% lower than product revenue of $15.1 million for the three months ended June 30, 2008.

Integrated product revenue was $2.7 million, or 26% of F-RAM product revenue, during the second quarter of 2009, compared with $4.3 million, or 28% of F-RAM revenue, for the second quarter of 2008.

Product Highlights:

On July 15, 2009, we announced two new serial nonvolatile F-RAM products that offer high-speed read/write performance, low voltage operation, and optional device features. The 256-Kilobit (Kb) devices, which are part of our V-Family of F-RAM products, include the FM24V02, a two-wire (I2C) interface and the FM25V02 with serial peripheral interface (SPI). The serial I2C and SPI V-Family devices operate at a voltage range of 2.0 to 3.6-volts in an industry standard 8-pin SOIC package. The FM24V02 and FM25V02 feature fast access, NoDelay™ writes, virtually unlimited read/write cycles, and low power consumption. The devices are drop-in replacements for 256 Kb serial Flash and serial EEPROM memories in industrial controls, metering, medical, military, gaming, and computing applications, among others.

On June 30, 2009, we announced the availability of our 8-Megabit (Mb) F-RAM memory in a streamlined FBGA package. The FM23MLD16 is an 8-Mbit, 3-volt, parallel nonvolatile RAM in a 48-pin Fine-Pitch Ball Grid Array (FBGA) package that features fast access, virtually unlimited read/write cycles and low power consumption. Pin-compatible with asynchronous static RAM (SRAM), the FM23MLD16 targets industrial control systems such as robotics, network RAID storage solutions, multi-function printers, auto navigation systems, and a host of other SRAM-based system designs.

On June 23, 2009, we announced that our FM22L16 4-Mbit (Mb) F-RAM has been selected by SBS Science & Technology Co., Ltd. (SBS) for use in an innovative solid-state disk (SSD) data storage device. Headquartered in Shenzhen, China, SBS specializes in the research, development, and manufacturing of international standards-based embedded hardware and software that targets industrial automation markets, such as railway transportation, electric power, medical equipment, and motion control applications. The unique feature set, combined with 4-megabits of data storage capacity, makes the Company's FM22L16 a compelling solution for SBS in their industrial SSD product.

On June 16, 2009, we announced the FM24CL32, a serial nonvolatile RAM that offers high-speed read/write performance, low voltage operation, and superior data retention. The FM24CL32 features 32-Kilobit (Kb) nonvolatile memory, 2.7 to 3.6-volt operation in an 8-pin SOIC package that uses two-wire (I2C) protocol. The FM24CL32 features fast access, NoDelay™ writes, virtually unlimited read/write cycles (1E14), and low power consumption. The FM24CL32 is a direct hardware replacement for serial EEPROM memory used in industrial controls, metering, medical, military, gaming, and computing applications, among others.

On May 18, 2009, we announced that two of our nonvolatile state savers, the FM1105-GA and FM1106-GA, have received AEC-Q100 Grade 1 qualification. The state saver device saves the state of signals on demand and restores them to the correct state automatically upon power up. F-RAM technology uniquely enables this capability due to its fast write time, virtually unlimited write endurance, and low-power requirements. The Grade 1 temperature qualification allows the FM1105-GA and FM1106-GA to operate over the entire automotive temperature range of -40 to +125 degrees C, enabling designers to benefit from F-RAM in systems throughout the car.

Table of Contents

                           PERIOD COMPARISONS FOR THE
               THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Revenue
                           Three         Three      Six           Six
                          Months        Months    Months        Months
(in thousands, except      Ended         Ended     Ended         Ended
average selling price)     June          June      June          June
                            30,           30,       30,           30,
                           2009          2008      2009          2008

Product sales             $10,410       $15,132   $20,613       $28,998
% change compared to              (31%)                   (29%)
prior period
Units shipped             11,388        21,334    24,379        37,850
% change compared to              (47%)                   (36%)
prior period
Average selling price      $0.91         $0.71     $0.85         $0.77
% change compared to               28%                     10%
prior period
Other revenue              $622          $403      $908          $841
% change compared to               54%                     8%
prior period
Total revenue             $11,032       $15,535   $21,521       $29,839
% change compared to              (29%)                   (27%)
prior period

Three Months:

Average selling price (ASP) increased 28% compared to the three months ended June 30, 2008 and 15% compared to the prior quarter ended March 31, 2009. This increase was due to lower unpackaged chip sales, which have a lower ASP and combined with increased sales of high density products, which have a higher ASP. Product revenue was $10.4 million, which was a decrease of $4.7 million from 2008. This decrease was due primarily to the poor world-wide economic conditions.

Other revenue, consisting of license and development fees, royalty income and customer-sponsored research and development was $622,000, which was an increase of $219,000 from 2008. This increase was due primarily to settlement of past due royalties from one customer. We accrued the royalties under the settlement during the quarter, and we expect future royalties to decrease significantly overall.

Six Months:

ASP increased compared to the six months ended June 30, 2008. This increase was due to a lower percentage of total sales being unpackaged chip sales, which have a lower ASP and a higher percentage of sales being our high density products that have a higher ASP. Product revenue was $20.6 million, which was a decrease of $8.4 million from 2008. This decrease was due primarily to the poor world-wide economic conditions, which resulted in significantly lower unit sales compared to the prior six-month period.

Other revenue, consisting of license and development fees, royalty income and customer-sponsored research and development was $908,000, which was an increase of $67,000 from 2008. This increase was due primarily to settlement of past due royalties from one customer. We accrued the royalties under the settlement during the quarter ended June 30, 2009, and we expect future royalties to decrease significantly overall.

Cost of Product Sales
                             Three    Three        Six       Six
                             Months   Months     Months    Months
(in thousands)               Ended    Ended       Ended     Ended
                              June     June       June      June
                              30,      30,         30,       30,
                              2009     2008       2009      2008

Cost of product sales        $5,515   $7,115     $11,050   $13,611
Gross margin percentage       47%      53%         46%       53%

Three Months:

Cost of product sales was $5.5 million, which was a decrease of $1.6 million from 2008. This decrease was due to a $4.7 million decrease in product sales. Gross product margin decreased by 6%. The gross product margin decrease was due to higher raw material prices as result of the stronger Japanese Yen currency relative to the US Dollar and increased fixed overhead variances due to less production volume to absorb these costs.

Six Months:

Cost of product sales was $11 million, which was a decrease of $2.6 million from 2008. This decrease was due to an $8.4 million decrease in product sales. Gross product margin decreased by 7%. The gross product margin decrease was due to higher raw material prices because of the stronger Japanese Yen currency compared to the US Dollar and increased fixed overhead variances due to less production volume to absorb these costs.

Table of Contents

Research and Development
Expense
                             Three    Three       Six      Six
                             Months   Months     Months   Months
(in thousands)               Ended    Ended      Ended    Ended
                              June     June       June     June
                              30,      30,        30,      30,
                              2009     2008       2009     2008

Research and development
expense (including           $2,351   $3,080     $5,033   $6,002
customer-sponsored research
and development)
Percent of total revenue      21%      20%        23%      20%

Three Months:

Research and development expense, including customer-sponsored research and development expense, was $2.3 million, which was a decrease of $729,000 from 2008. This decrease was due primarily to a $330,000 reduction in intellectual property amortization, depreciation and compensation expenses as a result of the closure of our Montreal design center during the first quarter of 2009. The Company also reduced headcount at our corporate headquarters in the first quarter, which lowered expenses approximately $200,000 compared to the prior quarter.

Six Months:

Research and development expense, including customer-sponsored research and
development expense, was $5 million, which was a decrease of $969,000 from
2008. This decrease was due primarily to a $650,000 reduction in intellectual
property amortization, depreciation and compensation expenses as a result of the
first-quarter 2009 restructuring.

Sales and Marketing Expense
                             Three    Three       Six      Six
                             Months   Months     Months   Months
(in thousands)               Ended    Ended      Ended    Ended
                              June     June       June     June
                              30,      30,        30,      30,
                              2009     2008       2009     2008

Sales and marketing expense  $1,897   $2,296     $3,700   $4,233
Percent of total revenue      17%      15%        17%      14%

Three Months:

Sales and marketing expense was $1.9 million, which was a decrease of $399,000 from 2008. This decrease was due primarily to a $200,000 decrease in internal commission and salary expenses and a $220,000 decrease in travel expense. This decrease was offset by an increase in marketing salaries of $53,000 due to increased headcount compared to the three months ended June 30, 2008.

Six Months:

Sales and marketing expense was $3.7 million, which was a decrease of $533,000
from 2008. This decrease was due primarily to a $479,000 decrease in commission
expenses and travel and advertising related expenses.

General and Administrative
Expense
                             Three    Three       Six      Six
                             Months   Months     Months   Months
(in thousands)               Ended    Ended      Ended    Ended
                              June     June       June     June
                              30,      30,        30,      30,
                              2009     2008       2009     2008

General and administrative   $1,455   $1,680     $2,969   $3,557
expense
Percent of total revenue      13%      11%        14%      12%

Three Months:

General and administrative expenses were $1.5 million, which was a decrease of $225,000 from 2008. This decrease was due primarily to a $400,000 decrease in management and employee variable compensation accruals and stock-based compensation, offset by a $200,000 increase in outside services and fees, compared to the prior year quarter.

Six Months:

General and administrative expenses were $3 million, which was a decrease of $588,000 from 2008. This decrease was due primarily to an $800,000 decrease in management and employee variable compensation accruals and stock-based compensation, offset by a $536,000 increase in outside services and fees, compared to the six months ended June 30, 2008.

Table of Contents

. . .