Item 2.02 - Results of Operations and Financial Condition.

On October 18, 2012, Rambus Inc. (the "Company") issued a press release announcing results for the quarter ended September 30, 2012. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

The information under Item 2.02 in this current report on Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 2.06 - Material Impairments.

The Company determined on October 16, 2012 that it would record a non-cash charge for the impairment of goodwill and long-lived assets within its Lighting and Display Technology division of approximately $35.5 million in the quarter ending September 30, 2012. The Company conducted this impairment review under applicable accounting rules as a result of the change in business strategy with less focus on display technology licensing and an increased focus on its general lighting technologies. Under generally accepted accounting principles, when indicators of potential impairment are identified, companies are required to conduct a review of the carrying amounts of goodwill and other long-lived assets to determine if impairment exists.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated October 18, 2012.

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